Executive Retirement Plan
for Employees of Weldwood
of Canada Limited
Financial Statements as of and for the
Years ended December 31, 2003 and 2002
and Independent Auditors' Report
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Year ended December 31, 2003 Commission file number 1-3157
EXECUTIVE RETIREMENT PLAN FOR EMPLOYEES
OF WELDWOOD OF CANADA LIMITED
(Full title of the plan)
INTERNATIONAL PAPER COMPANY
400 Atlantic Street
Stamford, CT 06921
Telephone: (203) 541-8000
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
13-0872805
(I.R.S. Employer Identification No.)
================================================================================
EXECUTIVE RETIREMENT PLAN FOR EMPLOYEES
OF WELDWOOD OF CANADA LIMITED
TABLE OF CONTENTS
--------------------------------------------------------------------------------
Page
----
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of
December 31, 2003 and 2002 2
Statements of Changes in Net Assets Available for Benefits for the
years ended December 31, 2003 and 2002 3
Notes to Financial Statements 4-6
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator of
Executive Retirement Plan for Employees of
Weldwood of Canada Limited:
We have audited the accompanying statements of net assets available for benefits
of Executive Retirement Plan for Employees of Weldwood of Canada Limited (the
"Plan") as of December 31, 2003 and 2002, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2003 and 2002, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
/s/ Deloitte & Touche LLP
-------------------------
March 30, 2004
1
EXECUTIVE RETIREMENT PLAN FOR EMPLOYEES
OF WELDWOOD OF CANADA LIMITED
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------
2003 2002
---------- --------
NET ASSETS AVAILABLE FOR BENEFITS--Receivable from
Weldwood of Canada Limited (Note 2) $1,040,386 $704,509
========== ========
See notes to financial statements.
-2-
EXECUTIVE RETIREMENT PLAN FOR EMPLOYEES
OF WELDWOOD OF CANADA LIMITED
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------
2003 2002
---------- --------
Amounts allocated to participant accounts (Note 1):
Company contributions $ 109,108 $ 52,189
Participant contributions 83,834 72,853
Phantom investment gain (loss) 173,301 (71,320)
Benefits paid to participants (185,528) (37,986)
---------- --------
180,715 15,736
Translation adjustment (Note 2) 155,162 5,357
---------- --------
NET INCREASE 335,877 21,093
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 704,509 683,416
---------- --------
End of year $1,040,386 $704,509
========== ========
See notes to financial statements.
-3-
EXECUTIVE RETIREMENT PLAN FOR EMPLOYEES
OF WELDWOOD OF CANADA LIMITED
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Executive Retirement Plan for Employees of
Weldwood of Canada Limited (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan document for more
complete information.
General--The Plan is an unfunded retirement plan established for the
purpose of providing supplemental retirement income for certain designated
employees of Weldwood of Canada Limited ("Weldwood"), a Canadian
corporation and wholly owned subsidiary of International Paper Company. For
purposes of these financial statements, references to the "Company" relate
to Weldwood and International Paper Company. As an unfunded plan, no assets
of the Company have been segregated to pay the amounts due to participants
under the Plan. The Company controls and manages the operation and
administration of the Plan. JP Morgan/American Century Retirement Plan
Services performs certain administrative and recordkeeping functions for
the Plan.
Contributions--Effective February 1, 2003, the Plan provides that the
Company will allocate to each participant's account a Company contribution
in an amount equal to 5.2174% of the participant's compensation, as
defined, plus the participant's contribution in an amount equal to 8.6956%
of the participant's compensation, as defined, less the amount contributed
to the Group Registered Retirement Savings Plan ("RRSP") pursuant to the
provisions of the Plan. As a condition of the Plan, each participant must
have contributed to the RRSP an amount equal to the lessor of: a) 8.6956%
of the participant's compensation for such calendar year or b) the
participant's "RRSP Deduction Limit" for the calendar year, as defined in
subsection 146(1) of the Income Tax Act (Canada).
Prior to February 1, 2003, the Plan provided that the Company will allocate
to each participant's account a Company contribution in an amount equal to
3.1915% of the participant's compensation, as defined, plus the
participant's contribution in an amount equal to 6.3830% of the
participant's compensation, as defined, less the amount contributed to the
Group Registered Retirement Savings Plan ("RRSP") pursuant to the
provisions of the Plan. As a condition of the Plan, each participant must
have contributed to the RRSP an amount equal to the lessor of: a) 6% of the
participant's compensation for such calendar year, not in excess of
$75,000, or b) the participant's "RRSP Deduction Limit" for the calendar
year, as defined in subsection 146(1) of the Income Tax Act (Canada).
Investments--Participants direct the investment of their contributions into
various investment fund equivalents offered by the Plan. The Plan currently
offers mutual funds, pooled accounts, and International Paper Company
common stock ("Company Stock Fund Equivalent") as investment options for
participants.
Company contributions and any earnings or losses thereon are invested in
the Company Stock Fund Equivalent through March 31, 2002. Effective April
1, 2002, up to 50% of the Company's contributions and any earnings or
losses thereon, may be directed by the participant. In addition,
4
effective April 1, 2002 and following the attainment of age 55, 100% of the
Company's contributions and any earnings or losses thereon, may be directed
by the participant.
Participant Accounts--Individual accounts are maintained for each Plan
participant. Although the Plan itself has no investment assets, each
participant's account is credited with the participant's contributions, the
Company's contributions and allocations of earnings, and charged with
benefit payments, if applicable, and allocations of losses. Earnings and
loss allocations are based on the actual earnings and losses of the
investment fund equivalents for the period.
Vesting--Participants are immediately vested in their contributions and any
earnings or losses. Vesting in the Company's contributions and any earning
or losses is based on years of service. Effective January 1, 2002, a
participant is 100% vested after three years of credited service. Prior to
January 1, 2002, a participant was 100% vested after five years of credited
service.
Payment of Benefits--All vested amounts are distributable to participants
from the assets of the Company upon retirement, death, disability or other
termination of employment in a single lump sum payment or five or ten
annual cash installments. All benefits are payable in Canadian currency.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting--The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America ("U.S.").
Use of Estimates--The preparation of financial statements in conformity
with accounting principles generally accepted in the U.S. requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and changes therein. Actual
results could differ from those estimates.
Net Assets Available for Benefits--The Plan's net assets available for
benefits consist of a receivable from the Company as all Plan benefits are
paid directly from the Company's general assets.
Expenses--Administrative expenses of the Plan are paid by the Company.
Payment of Benefits--Benefit payments to participants are recorded upon
distribution.
Foreign Currency Translation--The functional currency of the Plan is
Canadian dollars. The net assets of the Plan are translated into U.S.
dollars using the year-end exchange rate. The changes in net assets are
translated using the average exchange rate for the year. The resulting
translation adjustment is included in the accompanying statements of
changes in net assets available for benefits.
3. PLAN TERMINATION
It is the Company's intention to continue the Plan. However, the Company
has the right under the Plan to terminate or amend the Plan in whole or in
part at any time. No amendment or termination shall reduce a participant's
benefit under the Plan that has been accrued up to the date of termination
or amendment. As an unfunded Plan, no assets of the Company have been
segregated to pay the amounts due to participants under the Plan.
5
4. INCOME TAX STATUS
The unfunded nature of the Plan, along with the advance income tax ruling
discussed below, generally precludes the occurrence of a taxable event to
the Plan from arising.
The Company received an advance income tax ruling for the Plan dated
February 19, 1998 (the "Ruling"), from Canada Customs and Revenue Agency
("Revenue Canada"), which states, among other things, that:
(1) The Plan does not constitute a "salary deferral arrangement" within
the meaning of subsection 248(1) of the Income Tax Act (Canada) (the
"Act");
(2) Benefits paid to a participant or beneficiary under the Plan are
included in taxable income to the participant or beneficiary when
received, while amounts credited to a participant's account will not
result in benefits conferred under sections 5 or 6 of the Act;
(3) Amounts paid under the Plan are deductible by the Company in the year
paid; and
(4) The maintenance of accounts by the Plan will not be deemed an
"investment contract" as defined under paragraph 12(11) of the Act.
The Plan has been amended since receiving the Ruling. However, the Company
believes that the Plan is designed and operated in compliance with the
applicable requirements of Revenue Canada.
6
International Paper Company
Executive Retirement Plan
For Employees of Weldwood of Canada Limited
Financial Statements
As of December 31, 2001 and 2000
Together With Auditors' Report
INTERNATIONAL PAPER COMPANY
EXECUTIVE RETIREMENT PLAN
FOR EMPLOYEES OF WELDWOOD OF CANADA LIMITED
Table of Contents
Page(s)
-------
Report of Independent Public Accountants 1
Statements of Net Assets Available for Benefits
As of December 31, 2001 and 2000 2
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2001, 2000 and 1999 3
Statements of Accumulated Plan Benefits
As of December 31, 2001 and 2000 4
Statements of Changes in Accumulated Plan Benefits
For the Years Ended December 31, 2001, 2000 and 1999 5
Notes to Financial Statements 6-8
THIS REPORT SET FORTH BELOW IS A COPY OF A PREVIOUSLY ISSUED AUDIT REPORT BY
ARTHUR ANDERSEN LLP. THIS REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP IN
CONNECTION WITH ITS INCLUSION IN THIS FORM 11-K.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the Executive Retirement Plan
for Employees of Weldwood of Canada Limited:
We have audited the accompanying statements of net assets available for benefits
and of accumulated plan benefits of the EXECUTIVE RETIREMENT PLAN FOR EMPLOYEES
OF WELDWOOD OF CANADA LIMITED (a Canadian corporation and wholly owned
subsidiary of International Paper Company) (the Plan), as of December 31, 2001
and 2000, and the related statements of changes in net assets available for
benefits and of changes in accumulated plan benefits for the three years in the
period ended December 31, 2001. These financial statements are the
responsibility of the Plan Administrator. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by the Plan Administrator, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial status of the Plan as of December 31, 2001
and 2000, and the changes in its financial status for the three years in the
period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States.
Memphis, Tennessee,
March 18, 2002.
-1-
INTERNATIONAL PAPER COMPANY
EXECUTIVE RETIREMENT PLAN
FOR EMPLOYEES OF WELDWOOD OF CANADA LIMITED
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2001 AND 2000
2001 2000
--------------------- -------------------
Cdn. $ US $ Cdn. $ US $
---------- -------- -------- --------
ASSETS
Receivable from Weldwood of Canada
Limited (Note 1) $1,088,416 $683,416 $978,566 $652,312
---------- -------- -------- --------
Net assets available for benefits $1,088,416 $683,416 $978,566 $652,312
========== ======== ======== ========
The accompanying notes to financial statements are an integral part of these
statements.
-2-
INTERNATIONAL PAPER COMPANY
EXECUTIVE RETIREMENT PLAN
FOR EMPLOYEES OF WELDWOOD OF CANADA LIMITED
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
2001 2000 1999
--------------------- --------------------- -------------------
Cdn. $ US $ Cdn. $ US $ Cdn. $ US $
---------- -------- --------- --------- -------- --------
Amounts credited to notional
retirement accounts (Note 1):
Amount I $ 89,177 $ 57,592 $ 124,215 $ 83,640 $105,025 $ 70,871
Amount II 132,556 85,607 195,228 131,457 165,051 111,376
Phantom investment earnings
(loss) deferral (10,323) (6,667) 194,517 130,978 184,943 124,800
---------- -------- --------- --------- -------- --------
Total 211,410 136,532 513,960 346,075 455,019 307,047
---------- -------- --------- --------- -------- --------
Benefits paid (Note 1):
Amount I and related earnings (21,625) (13,966) (74,756) (50,337) -- --
Amount II and related earnings (58,110) (37,529) (128,234) (86,346) -- --
---------- -------- --------- --------- -------- --------
Total (79,735) (51,495) (202,990) (136,683) -- --
---------- -------- --------- --------- -------- --------
Forfeitures and related earnings (21,825) (14,095) -- -- -- --
---------- -------- --------- --------- -------- --------
Net increase in net assets available
for benefits 109,850 70,942 310,970 209,392 455,019 307,047
---------- -------- --------- --------- -------- --------
Translation adjustment (Note 2) -- (39,838) -- (19,323) -- 16,277
Net assets available for benefits,
beginning of year 978,566 652,312 667,596 462,243 212,577 138,919
---------- -------- --------- --------- -------- --------
Net assets available for benefits,
end of year $1,088,416 $683,416 $ 978,566 $ 652,312 $667,596 $462,243
========== ======== ========= ========= ======== ========
The accompanying notes to financial statements are an integral part of these
statements.
-3-
INTERNATIONAL PAPER COMPANY
EXECUTIVE RETIREMENT PLAN
FOR EMPLOYEES OF WELDWOOD OF CANADA LIMITED
STATEMENTS OF ACCUMULATED PLAN BENEFITS
AS OF DECEMBER 31, 2001 AND 2000
2001 2000
--------------------- -------------------
Cdn. $ US $ Cdn. $ US $
---------- -------- -------- --------
Present value of accumulated plan
benefits:
Vested benefits-
Vested benefits of participants
currently receiving payments $ 173,564 $108,981 $234,039 $156,010
Other vested benefits 880,290 552,734 705,802 470,488
---------- -------- -------- --------
Total vested benefits 1,053,854 661,715 939,841 626,498
Nonvested benefits 34,562 21,701 38,725 25,814
---------- -------- -------- --------
Total present value of accumulated plan
benefits $1,088,416 $683,416 $978,566 $652,312
========== ======== ======== ========
The accompanying notes to financial statements are an integral part of these
statements.
-4-
INTERNATIONAL PAPER COMPANY
EXECUTIVE RETIREMENT PLAN
FOR EMPLOYEES OF WELDWOOD OF CANADA LIMITED
STATEMENTS OF CHANGES IN ACCUMULATED PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
2001 2000 1999
--------------------- --------------------- -------------------
Cdn. $ US $ Cdn. $ US $ Cdn. $ US $
---------- -------- --------- --------- -------- --------
Present value of accumulated plan benefits,
beginning of year $ 978,566 $652,312 $ 667,596 $ 462,243 $212,577 $138,919
---------- -------- --------- --------- -------- --------
Increase (decrease) during the
year attributable to:
Amounts credited to notional
accounts (Note 1)-
Amount I 89,177 57,592 124,215 83,640 105,025 70,871
Amount II 132,556 85,607 195,228 131,457 165,051 111,376
Phantom investment earnings (loss)
deferral (10,323) (6,667) 194,517 130,978 184,943 124,800
---------- -------- --------- --------- -------- --------
Total 211,410 136,532 513,960 346,075 455,019 307,047
Benefits paid (79,735) (51,495) (202,990) (136,683) -- --
Forfeitures and related earnings (21,825) (14,095) -- -- -- --
---------- -------- --------- --------- -------- --------
Net increase in accumulated
plan benefits 109,850 70,942 310,970 209,392 455,019 307,047
---------- -------- --------- --------- -------- --------
Translation adjustment (Note 2) -- (39,838) -- (19,323) -- 16,277
---------- -------- --------- --------- -------- --------
Present value of accumulated
plan benefits, end of year $1,088,416 $683,416 $ 978,566 $ 652,312 $667,596 $462,243
========== ======== ========= ========= ======== ========
The accompanying notes to financial statements are an integral part of these
statements.
-5-
INTERNATIONAL PAPER COMPANY
EXECUTIVE RETIREMENT PLAN
FOR EMPLOYEES OF WELDWOOD OF CANADA LIMITED
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
1. PLAN DESCRIPTION
The following description of the Executive Retirement Plan for Employees of
Weldwood of Canada Limited (the Plan) provides only summary information.
Reference should be made to the Plan document for a more complete
description of the Plan's provisions. Weldwood of Canada Limited (Weldwood)
is a Canadian Corporation and was a wholly-owned subsidiary of Champion
International Corporation (Champion). On June 20, 2000, International Paper
Company acquired Champion. Under the terms of the agreement, Champion
shareholders received $50 in cash per share and $25 worth of International
Paper common stock for each Champion share. For the purposes of these
financial statements, references to "the Company" relate to Weldwood and
Champion prior to the purchase agreement and Weldwood and International
Paper thereafter.
The Plan, which became effective on January 1, 1998, is an unfunded
retirement plan established for the purpose of providing supplemental
retirement income for certain designated employees of Weldwood. As an
unfunded plan, no assets of the Company have been segregated to pay the
amounts due to participants under the Plan. The Plan is administered by the
Company. Expenses of the Plan are paid by the Company and are not included
in the accompanying financial statements. JP Morgan/American Century
Retirement Plan Services performs certain administrative and record-keeping
functions of the Plan.
Among other things, the Plan, as amended on February 11, 2000, provides
that the Company will credit each participant's notional retirement account
in an amount equal to 3.1915% of the participant's compensation, as defined
(Amount I), plus 6.3830% of the participant's compensation, as defined,
less the amount contributed to the Group Registered Retirement Savings Plan
(RRSP) pursuant to the provisions of the Plan (Amount II) in each calendar
year. As a condition of the Plan, each participant must have contributed to
an RRSP an amount equal to the lesser of: a) 6% of the participant's
compensation for such calendar year, not in excess of $75,000, or b) the
participant's "RRSP Deduction Limit" for the calendar year, as defined in
subsection 146(1) of the Income Tax Act (Canada). The portion of the
participant's notional retirement account credited with Amount II, and any
earnings thereon, will be treated as if it was invested in one or more of
the investment options offered by the Champion International Corporation
Savings Plan #077 (Plan #077) as directed by the
participant. The portion of the participant's notional retirement account
credited with Amount I, and any earnings thereon, will be treated as if it
had been invested in the Company Stock Fund of Plan #077. The Company Stock
Fund is generally fully invested in the common stock of Champion or,
subsequent to the acquisition, International Paper. Although the Plan
itself has no investment assets, participant notional retirement accounts
are credited with earnings or losses, based upon the participant investment
elections and the actual earnings and losses of Plan #077 investments for
the period.
Effective June 20, 2000, in connection with the acquisition of Champion by
International Paper, all participant balances invested in the phantom
Company Stock Fund, including the matching deferral, were treated as
follows:
(1) one-third of each Champion phantom share was converted into the number
of International Paper phantom shares in an amount equivalent to the
Champion purchase consideration on a per-share basis; and
(2) two-thirds of each Champion phantom share was converted into $50
phantom cash available to be transferred into other phantom
investments at the election of the participant.
-6-
1. PLAN DESCRIPTION (Continued)
Participants are immediately vested in Amount II, as adjusted for the
earnings and losses previously discussed. Participants vest in Amount I, as
adjusted for any earnings or losses, based upon years of service. A
participant is 100% vested after five years of credited service. All vested
amounts are distributable to participants from the assets of the Company
upon retirement, death, disability or other termination of employment in a
single lump sum cash payment or five or ten annual cash installments. All
benefits are payable in Canadian currency.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting--The Plan uses the accrual basis of accounting.
(b) Payment of Benefits--Benefits are recorded when paid.
(c) Present Value of Accumulated Plan Benefits--Accumulated plan benefits
represent the future benefit payments due to participants under the
provisions of the Plan. The present value of accumulated plan benefits
is equal to the total of the estimated fair value of the participants'
notional retirement account balances (i.e., Amounts I and II plus
(minus) phantom investment earnings (losses) less benefits paid).
(Note 1)
(d) Foreign Currency Translation--The net assets of the Plan and the
accumulated plan benefits are translated into U.S. dollars using the
year-end exchange rate. The changes in net assets and accumulated plan
benefits are translated using the average exchange rate for the year.
The resulting translation gains or losses are included in the
translation adjustment included in the Statements of Changes in Net
Assets Available for Benefits and the Statements of Changes in
Accumulated Plan Benefits. The cumulative translation adjustment at
December 31, 2001 and 2000 totaled ($46,839) and ($7,001),
respectively.
(e) Use of Estimates--The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that
affect the financial statements. Actual results could differ from
those estimates.
3. PRIORITIES UPON TERMINATION OF THE PLAN
The Company may amend or terminate the Plan at any time. No amendment or
termination of the Plan shall reduce a participant's benefit under the Plan
that has been accrued up to the date of termination or amendment. As an
unfunded plan, no assets of the Company have been segregated to pay amounts
due to participants under the Plan.
-7-
4. TAX STATUS
The unfunded nature of the Plan, along with the advance income tax ruling
discussed below, generally precludes the occurrence of a taxable event
(i.e. to the Plan) from arising.
The Company received an advance income tax ruling for the Plan dated
February 19, 1998 (the Ruling), from Canada Customs and Revenue Agency
(Revenue Canada), which states, among other things, that:
(a) the Plan does not constitute a "salary deferral arrangement" within
the meaning of subsection 248(1) of the Income Tax Act (Canada) (the
Act);
(b) benefits paid to a participant or beneficiary under the Plan are
included in taxable income to the participant or beneficiary when
received, while amounts credited to a participant's notional account
will not result in benefits conferred under section 5 or 6 of the Act;
(c) amounts paid under the Plan are deductible by the Company in the year
paid, and
(d) the maintenance of notional accounts by the Plan will not be deemed an
"investment contract" as defined under paragraph 12 (11) of the Act.
The Plan has been amended since receiving the Ruling. However, the
Plan Administrator believes that the Plan is designed and is being
operated in compliance with the applicable requirements of Revenue
Canada.
-8-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the person
who administers the Plan has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
INTERNATIONAL PAPER COMPANY
Executive Retirement Plan for Employees of
Weldwood of Canada Limited
By: /s/ Jerome N. Carter
--------------------------------------
Jerome N. Carter
Senior Vice President
and Plan Administrator
Dated: March 30, 2004
Stamford, Connecticut