-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UczCCVBbX0MdN+GU/Q6aBEsCYV/MEDZVD2wLbN2axUaDqc8Oa5S4dPFOIq6By3s9 ba7r2v6ZDyA0utVgeblTwQ== 0001193125-05-134808.txt : 20050629 0001193125-05-134808.hdr.sgml : 20050629 20050629164807 ACCESSION NUMBER: 0001193125-05-134808 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PAPER CO /NEW/ CENTRAL INDEX KEY: 0000051434 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 130872805 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03157 FILM NUMBER: 05925358 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06921 BUSINESS PHONE: 203-541-8000 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06921 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PAPER & POWER CORP DATE OF NAME CHANGE: 19710527 11-K 1 d11k.htm ANNUAL REPORT FOR SALARIED EMPLOYEES Annual Report for Salaried Employees
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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, 2004

 

Commission file number 1-3157

 

INTERNATIONAL PAPER COMPANY

SALARIED SAVINGS PLAN

(Full title of the plan)

 

INTERNATIONAL PAPER COMPANY

400 Atlantic Street

Stamford, Connecticut 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.)

 



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INTERNATIONAL PAPER COMPANY SALARIED SAVINGS PLAN

 

TABLE OF CONTENTS

 

     Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   1

FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003:

    

Statements of Net Assets Available for Benefits

   2

Statements of Changes in Net Assets Available for Benefits

   3

Notes to Financial Statements

   4-12

SUPPLEMENTAL SCHEDULES:

    

Form 5500, Schedule H, Part IV, Question 4a—Delinquent Participant Contributions Year Ended December 31, 2004

   14

Form 5500, Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year) as of December 31, 2004

   15

 

  NOTE: All other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Plan Administrator

International Paper Company

Salaried Savings Plan

 

We have audited the accompanying statements of net assets available for benefits of International Paper Company Salaried Savings Plan (the “Plan”) as of December 31, 2004 and 2003, 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 standards of the Public Company Accounting Oversight Board (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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, 2004 and 2003, 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.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) delinquent participant contributions for the year ended December 31, 2004 and (2) assets (held at end of year) as of December 31, 2004, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan’s management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

/s/    Deloitte & Touche LLP                    

Deloitte & Touche LLP

 

Memphis, Tennessee

June 24, 2005

 


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INTERNATIONAL PAPER COMPANY SALARIED SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2004 AND 2003

(Amounts in thousands)

 

     2004

    2003

 

ASSETS:

                

Investments—Plan interest in Master Trust (Notes 1, 2, 3, 4, 5, and 6):

                

Participant-directed investments

   $ 2,496,506     $ 2,285,187  

Non participant-directed investments

     665,420       717,457  

Participant loans

     57,856       55,373  
    


 


Total investments—Plan interest in Master Trust

     3,219,782       3,058,017  
    


 


Receivables:

                

Participants’ contributions

     6,020       5,189  

Employer’s contributions

     3,492       2,440  
    


 


Total receivables

     9,512       7,629  
    


 


LIABILITIES:

                

Accrued expenses

     (1,007 )     (191 )
    


 


NET ASSETS AVAILABLE FOR BENEFITS

   $ 3,228,287     $ 3,065,455  
    


 


 

See notes to financial statements.

 

2


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INTERNATIONAL PAPER COMPANY SALARIED SAVINGS PLAN

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED DECEMBER 31, 2004 AND 2003

(Amounts in thousands)

 

     2004

   2003

ADDITIONS:

             

Contributions:

             

Participants’ contributions

   $ 115,532    $ 119,012

Employer’s contributions

     50,799      48,409
    

  

Total contributions

     166,331      167,421

Investment income—Plan interest in Master Trust (Notes 1, 2, 3, 4, and 5)

     207,088      490,906

Net transfers from other plans (Note 8)

     15,775      1,425
    

  

Total additions

     389,194      659,752
    

  

DEDUCTIONS:

             

Benefits paid to participants

     221,174      183,998

Administrative expenses

     5,188      4,830
    

  

Total deductions

     226,362      188,828
    

  

NET INCREASE

     162,832      470,924

NET ASSETS AVAILABLE FOR BENEFITS:

             

Beginning of year

     3,065,455      2,594,531
    

  

End of year

   $ 3,228,287    $ 3,065,455
    

  

 

See notes to financial statements.

 

3


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INTERNATIONAL PAPER COMPANY SALARIED SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2004 AND 2003

 

1. DESCRIPTION OF THE PLAN

 

The following description of International Paper Company Salaried Savings Plan (the “Plan”) provides only general information about the provisions of the Plan. Participants should refer to the Plan document or the Plan’s summary plan description for a more complete description of the Plan’s provisions.

 

General—The Plan is a defined contribution plan providing retirement benefits to the salaried domestic employees and certain hourly domestic employees of International Paper Company and its subsidiaries (the ”Company”) who work in the United States or who are United States citizens or residents working outside the United States. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

 

The assets of the Plan are held by State Street Bank and Trust Company (the “Trustee”) in the International Paper Company Defined Contribution Plans Master Trust (the “Master Trust”), a master trust established by the Company and administered by the Trustee.

 

J.P. Morgan Retirement Plan Services, previously J.P. Morgan/American Century (the “Recordkeeper”) is the recordkeeper for the Plan.

 

Eligibility to Participate—An employee is generally eligible to participate in the Plan upon date of hire if the employee is a salaried employee, or a non-bargained hourly employee at a designated location, and is employed on a non-temporary basis. Participation in the Plan is voluntary. New employees are automatically enrolled in the Plan 45 days from the date they become eligible to participate, unless they otherwise decline participation or make alternative contribution and/or investment elections.

 

Participant Contributions—Participant contributions may be made on either a before-tax or after-tax basis, or in any combination, and are subject to certain Internal Revenue Code (the “Code”) limitations. The maximum rate of participant contributions is 85% of annual compensation as defined by the Plan.

 

Company Matching Contributions—The Company matches all participant contributions at 70% on the first 4% of participant contributions and 50% on the next 4% of participant contributions.

 

Retirement Savings Account—Effective July 1, 2004, the Plan was amended to add the Retirement Savings Account (“RSA”) provisions applicable to employees hired on or after July 1, 2004. The Company will make an RSA contribution equal to 2.75% of the employee’s compensation. The RSA contribution will vest in the same manner as Company matching contributions and will be invested in the same manner as participant contributions.

 

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Rollover Contributions—The Plan is authorized to accept rollover contributions and direct trust-to-trust transfers of amounts which participants are entitled to receive from other qualified profit-sharing, stock bonus, and savings plans. Effective January 1, 2004, the Plan was amended to accept rollover contributions from traditional individual retirement accounts.

 

Investments—Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers several diversified portfolios and pooled funds, a fixed income option referred to as the Stable Value Fund, an open brokerage window and the Company’s common stock as investment options for participants.

 

50% of the Company matching contributions must be invested in the Company Stock Fund (“Company Match Restricted”) and the remaining 50% may be invested, as directed by the participant, into the various investment options offered by the Plan. Beginning in the year a participant reaches age 55, or upon termination of employment, the participant may transfer all or part of his Company Match Restricted balance to the other investment options.

 

ESOP Portion of the Plan—The Company Stock Fund, excluding contributions made in the current plan year, is designated as an employee stock ownership plan (“ESOP”). With respect to dividends paid on shares of Company stock held in the ESOP portion of the Plan, participants are permitted to elect to receive cash payouts of the dividends or to leave the dividends in the Plan to be reinvested in shares of Company stock.

 

Participant Accounts—Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions, the Company’s matching contributions and an allocation of Plan earnings, and is charged with benefit distributions, if applicable, and allocations of Plan losses and administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Vesting—Participants are immediately vested in their participant contributions and rollover contributions, plus earnings thereon. Participants become 100% vested in Company matching contributions, plus earnings thereon, after three years of completed service.

 

Participants also are fully vested in their Company matching contributions, plus earnings thereon, upon attainment of age 65, termination of employment due to death or disability, or termination of employment due to permanent closure of an employee’s work facility or department. The vesting schedule of a merged plan shall be substituted for the Plan schedule if it is more favorable to an employee who was participating in such plan on the merger date. Forfeited balances of terminated participants are used to reduce future Company contributions.

 

Loans to Participants—Participants may borrow from their accounts an amount not to exceed (on a cumulative outstanding basis) the lesser of (1) 50% of the value of a participant’s contributions, rollover accounts, and the vested portion of his Company contributions account, less any restricted portions of such accounts or (2) $50,000 reduced by the excess of the participant’s largest outstanding balance of all loans during the 12 months preceding the date the loan is to be made over the outstanding balance of loans on the date such loan is made.

 

Loans are repayable through payroll deduction, beginning as soon as administratively practicable after the effective date of the loan, with a minimum loan period of one year. The maximum repayment period is five years, unless for the purchase of a principal residence, in which case the maximum repayment period is 10 years. It is permissible to have two loans outstanding at any one time, but only one principal residence loan is allowed at a time. The interest rate is determined by

 

5


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the plan administrator based on the prime interest rate as published in The Wall Street Journal plus 1%. Interest rates on loans outstanding ranged from 4.5% to 10.5% at December 31, 2004.

 

Effective January 1, 2004, the Plan was amended to allow loans to participants who are no longer employed by the Company.

 

Withdrawals—A participant may make a general withdrawal in the following order: (1) the value of the after-tax contributions made before the preceding 24-month period and the unmatched after-tax contributions made within the preceding 24-month period with no suspension penalty or contribution suspension; (2) the value of the matched after-tax contributions made during the preceding 24-months with a 3-month suspension penalty period during which no Company matching contributions are made; (3) the value of any rollover account; and (4) the value of certain prior Company matching contributions as detailed in the appendix to the Plan document.

 

If the total amount available to a participant for a general withdrawal is insufficient to meet his or her financial needs, a participant who has not attained age 59 1/2 may apply for a hardship withdrawal of vested Company matching contributions and earnings thereon, before-tax contributions and pre-1989 earnings on before-tax contributions.

 

Prior to April 1, 2003, a participant who made a hardship withdrawal had contributions to the Plan suspended for six months. In the year following the distribution, contributions were limited to the annual maximum allowed by federal law less the amount of the employee’s before-tax contributions in the year of the hardship withdrawal. As an alternative, a participant could file a certification of financial hardship.

 

Effective April 1, 2003, the contribution limitation for the year following the hardship withdrawal is eliminated.

 

Participants who have attained age 59 1/2 may withdraw the value of before-tax contributions and the value of vested Company matching contributions, in addition to all amounts available under a general withdrawal.

 

Payment of Benefits—Distributions may be made when a participant retires, terminates employment, or dies. With the exception of the Company Stock Fund, distributions are in cash for the value of the participant’s account. Distributions from the Company Stock Fund are made in shares of Company common stock, in cash, or in a combination of shares and cash, as selected by the participant.

 

Upon termination of employment, a participant may elect a distribution in a lump-sum payment or through installments over 5 to 20 years. Terminated participants may defer distribution to a date occurring on or prior to the date the participant attains age 70 1/2. Effective January 1, 2004, the Plan was amended to require an automatic lump-sum distribution to a terminated participant whose account balance is $5,000 or less.

 

Death benefits to a beneficiary are paid in either a lump-sum payment within five years of the participant’s death or in installment payments commencing within one year of the participant’s death, as elected by the beneficiary. If the beneficiary is the participant’s spouse, the beneficiary may elect to defer the distribution to the date the participant would have been age 70 1/2.

 

6


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Administrative Expenses—All administrative fees and expenses are charged to the Plan. The Recordkeeper nets the Master Trust administrative expenses of each plan with the investment income or loss of the Master Trust. Plan level expenses are included in administrative expenses on the accompanying statements of changes in net assets available for benefits.

 

Forfeited Accounts—At December 31, 2004 and 2003, forfeited nonvested accounts totaled $236 and $6,256, respectively. These accounts are used to reduce future employer contributions. During the years ended December 31, 2004 and 2003, employer contributions were reduced by approximately $876,000 and $1,163,000, respectively, from forfeited nonvested accounts.

 

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.

 

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan 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.

 

Investment Valuation and Income Recognition—The Plan’s interest in the Master Trust is stated at fair value except for its benefit-responsive investment contracts, which are valued at contract value (see Note 3). If available, quoted market prices are used to value investments. Pooled accounts are valued at the net asset value of units held by the Plan at year-end. Shares of the open brokerage window and the Company’s common stock are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Participant loans are valued at the outstanding loan balances.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Management fees and operating expenses charged to the Master Trust for investments in master trust investment accounts and the open brokerage window are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as an adjustment to net appreciation (depreciation) in fair market value of investments for such investments.

 

The Master Trust utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

 

Payment of Benefits—Benefit payments to participants are recorded upon distribution.

 

Derivatives—The Master Trust’s investments include various instruments that meet the definition of a derivative, including swap and futures contracts hedging foreign currency, interest rates, etc. The Master Trust uses derivatives for investment appreciation and hedging of certain risks, and the contracts are settled in cash on a daily basis. Such derivatives are recorded in the accompanying statements of net assets available for benefits at their fair market value, and changes in fair value are recorded in Plan

 

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interest in investment income of the Master Trust in the accompanying statements of changes in net assets available for benefits.

 

3. INVESTMENT CONTRACTS

 

The Plan has entered into various benefit-responsive investment contracts with insurance companies, which maintain the contributions in a general account. The accounts are credited with earnings on the underlying investments and charged for participant distributions and administrative expenses. The investment contract portfolio is managed by Deutsche Asset Management. The contracts are included in the financial statements at contract value as reported to the Plan by the issuers. Contract value represents contributions made under the contract, plus earnings, less participant distributions and administrative expenses. Participants may ordinarily direct the distribution or transfer of all or a portion of their investment at contract value as reported to the Plan by the issuers.

 

The investment contracts are classified as either guaranteed investment contracts (“GIC”) or synthetic investment contracts (“SIC”). A SIC differs from a GIC in that the Plan owns the assets underlying the investments of a SIC. The bank or insurance company issues a contract, referred to as a “wrapper,” that guarantees the value of the underlying investment for the duration of the SIC. The wrapper contracts are valued as the difference between the contract value of the SIC and the fair value of the underlying assets. The investment contract portfolio is valued based on the contract value of the contracts held in aggregate by the portfolio.

 

There are no reserves against contract value for credit risk of the contract issuer or otherwise. The fair value of the investment contracts held by the Master Trust at December 31, 2004 and 2003 was $1,459,601,796 and $1,456,269,852, respectively. The contract value of the investment contracts held by the Master Trust at December 31, 2004 and 2003 was $1,413,478,474 and $1,397,459,338, respectively. The aggregate average yields of the investment contracts for the years ended December 31, 2004 and 2003 were 4.90% and 5.32%, respectively. The aggregate crediting interest rates for the investment contracts as of December 31, 2004 and 2003 were 4.77% and 4.76%, respectively. The crediting interest rate is based on a formula agreed upon with the issuer. Such interest rates are reviewed on a quarterly basis for resetting.

 

In addition to the investment contracts, the investment contract portfolio includes a State Street Bank and Trust Company money market fund which had an aggregate fair value of $69,199,438 and $60,938,581 at December 31, 2004 and 2003, respectively.

 

4. MASTER TRUST

 

The Plan’s investment assets are held in a trust account by the Trustee and consist of an undivided interest in an investment account of the Master Trust. Use of the Master Trust permits the commingling of trust assets with the assets of other plans sponsored by the Company for investment and administrative purposes. Although assets of the plans are commingled in the Master Trust, the Recordkeeper maintains supporting records for the purpose of allocating the net gain or loss of the investment account to the participating plans. The net investment income or loss of the investment assets and administrative expenses are allocated by the Recordkeeper to each participating plan based on the relationship of the interest of each plan to the total of the interests of the participating plans.

 

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The net assets of the Master Trust at December 31, 2004 and 2003 are summarized as follows (in thousands):

 

     2004

    2003

 

Master Trust net assets:

                

At fair value:

                

Company Stock Fund Master Trust Investment Account

   $ 789,266     $ 835,973  
    


 


RIC Master Trust Investment Account:

                

Conservative Smartmix Fund

     53,740       40,769  

Moderate Smartmix Fund

     274,606       232,680  

Aggressive Smartmix Fund

     116,662       79,729  

Cash

     994       984  
    


 


Total RIC Master Trust Investment Account

     446,002       354,162  
    


 


Commingled Investment Group Trust

                

Master Trust Investment Accounts:

                

U.S. Fixed Income Bond Pool

     84,930       87,060  

Emerging Market Equity Fixed Income Pool

     27,256       18,680  

Emerging Market Equity Pool

     58,860       33,812  

High Yield Bond Pool

     20,348       14,642  

Non-U.S. Developed Equity Pool

     113,507       88,722  

U.S. Small Cap Pool

     148,442       119,029  

U.S. Mid Cap Pool

     107,664       71,795  

U.S. Large Cap Pool

     821,765       774,172  
    


 


Total Commingled Investment Group Trust Master Trust Investment Accounts

     1,382,772       1,207,912  
    


 


Open Brokerage Window

     53,445       40,297  

SSGA FDS Money Market Fund

     559       552  

International Paper Company common stock

     20       21  

Participant loans

     113,449       103,445  

At contract value:

                

Stable Value Fund Master Trust Investment Account

     1,417,613       1,398,141  
    


 


Total Master Trust net assets

   $ 4,203,126     $ 3,940,503  
    


 


Plan interest in the Master Trust

   $ 3,219,782     $ 3,058,017  
    


 


Plan interest in the Master Trust as a percentage of total

     77 %     78 %
    


 


 

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The net investment income of the Master Trust for the years ended December 31, 2004 and 2003 is summarized below (in thousands):

 

     2004

    2003

 

Master Trust investment income:

                

Net appreciation (depreciation) of investments at fair value:

                

Company Stock Fund Master Trust Investment Account

   $ (13,181 )   $ 175,739  

RIC Master Trust Investment Account:

                

Conservative Smartmix Fund

     3,127       3,751  

Moderate Smartmix Fund

     27,119       42,074  

Aggressive Smartmix Fund

     13,243       16,133  

Commingled Investment Group Trust

                

Master Trust Investment Accounts:

                

U.S. Fixed Income Bond Pool

     3,906       5,006  

Emerging Market Equity Fixed Income Pool

     2,384       2,739  

Emerging Market Equity Pool

     7,917       6,699  

High Yield Bond Pool

     1,226       1,894  

Non-U.S. Developed Equity Pool

     16,534       22,834  

U.S. Small Cap Pool

     20,861       28,635  

U.S. Mid Cap Pool

     13,864       15,129  

U.S. Large Cap Pool

     78,476       184,964  

Open Brokerage Window

     3,697       9,847  

Net appreciation (depreciation) of investments at contract value:

                

Stable Value Fund Master Trust Investment Account

     (3,660 )     69,900  

Nevamar Income

     —         (969 )
    


 


Total net appreciation

     175,513       584,375  
    


 


Interest and dividends:

                

Company Stock Fund Master Trust Investment Account

     19,149       20,867  

RIC Master Trust Investment Account:

                

Conservative Smartmix Fund

     33       26  

Moderate Smartmix Fund

     (461 )     (750 )

Aggressive Smartmix Fund

     (256 )     (394 )

Commingled Investment Group Trust

                

Master Trust Investment Accounts:

                

Non U.S. Developed Equity Pool

     —         31  

US Large Cap Pool

     2       —    

Participant loans

     6,080       6,284  

Stable Value Fund Master Trust Investment Account

     69,159       46  
    


 


Total interest and dividends

     93,706       26,110  
    


 


Total Master Trust investment income

   $ 269,219     $ 610,485  
    


 


Investment income—Plan interest in Master Trust

   $ 207,088     $ 490,906  
    


 


 

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5. NONPARTICIPANT-DIRECTED INVESTMENTS

 

Information about the net assets and the significant components of the changes in net assets relating to the Company Stock Fund, which includes both participant and nonparticipant-directed investments as of and for the years ended December 31, 2004 and 2003 is as follows (in thousands):

 

     2004

    2003

 

Net assets—beginning of year

   $ 717,457     $ 663,340  
    


 


Changes in net assets:

                

Investment income—Plan interest in Master Trust

     2,411       165,745  

Employer’s contributions

     27,929       29,558  

Participants’ contributions

     10,270       12,163  

Benefits paid to participants

     (44,650 )     (43,036 )

Transfers to participant-directed investments—net

     (48,547 )     (110,237 )

Transfers (to) from other plans/trusts—net

     550       (76 )
    


 


Net change

     (52,037 )     54,117  
    


 


Net assets—end of year

   $ 665,420     $ 717,457  
    


 


 

6. RELATED-PARTY TRANSACTIONS

 

Certain of the Master Trust’s investments are units of Master Trust Investment Accounts managed by the Trustee. State Street Bank and Trust Company is the trustee, as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Master Trust to the Trustee for trustee services were approximately $1,467,000 and $1,065,000 for the years ended December 31, 2004 and 2003, respectively.

 

Also included in the Master Trust’s investments are shares of common stock of International Paper Company, the Plan’s sponsor, which qualify as party-in-interest transactions.

 

7. INCOME TAX STATUS

 

The Internal Revenue Service (“IRS”) has determined and informed the Company, by a letter dated May 8, 2003, that the Plan and related trust were designed in accordance with the applicable requirements of the Code. The Company and the plan administrator believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Code and that the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

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8. TRANSFERS TO/FROM OTHER PLANS

 

The Company also sponsors the International Paper Company Hourly Savings Plan. If employees are transferred from hourly to salaried status or vice versa during the year, their account balances are transferred to the plan in which they are eligible to participate following transfer. The following table summarizes the net transfers to the Plan during 2004 and 2003 (in thousands):

 

     2004

   2003

International Paper Company Hourly Savings Plan—net transfers due to changes in employment status

   $ 1,836    $ 1,425

Box USA Holdings, Inc. Savings & Investment Plan

     13,939      —  
    

  

Total net transfers from other plans

   $ 15,775    $ 1,425
    

  

 

9. PLAN TERMINATION

 

Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100% vested in their accounts.

 

10. NONEXEMPT PARTY-IN-INTEREST TRANSACTIONS

 

During 2003, there were no nonexempt party-in-interest transactions. During 2004, on two occasions, the Company remitted participant contributions in the approximate combined amount of $137,500 to the Trustee later than required by Department of Labor Regulation 2510.3-102. The Company will file on a timely basis Forms 5330 with the IRS and will pay the required excise tax on the transactions.

 

11. PLAN MERGER

 

On December 31, 2004, the Box USA Holdings, Inc. Savings & Investment Plan was merged into the Plan with an asset transfer in the approximate amount of $13.9 million that is included in net transfers from other plans in the accompanying statement of changes of net assets available for benefits. Effective January 1, 2005, all salaried employees who were former Box USA employees became eligible to contribute to the Plan.

 

******

 

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SUPPLEMENTAL SCHEDULES OF SELECTED

FINANCIAL DATA

 

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INTERNATIONAL PAPER COMPANY SALARIED SAVINGS PLAN

 

FORM 5500, SCHEDULE H, PART IV, QUESTION 4a—

DELINQUENT PARTICIPANT CONTRIBUTIONS

YEAR ENDED DECEMBER 31, 2004

 

Identity of Party Involved


   Relationship to Plan, Employer, or
Other Party-in-Interest


   Description of Transactions

   Amount

International Paper Company    Plan Sponsor    Participant contributions for
employees were not funded
within the time period
prescribed by D.O.L.
Regulation 2510.3-102. The
August 31, 2004 participant
contributions for one location
were deposited on October 19,
2004.
   $ 8,856.19
International Paper Company    Plan Sponsor    Participant contributions for
employees were not funded
within the time period
prescribed by D.O.L.
Regulation 2510.3-102. The
December 2004 participant
contributions for Box USA
were deposited on February 4,
2005.
     128,650.39

 

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INTERNATIONAL PAPER COMPANY SALARIED SAVINGS PLAN

 

FORM 5500, SCHEDULE H, PART IV, LINE 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2004

 

(a) (b) Identity of Issue, Borrower,
Lessor or Similar Party


   (c) Description of Investment,
Including Maturity Date, Rate of
Interest, Collateral, Par or Maturity
Value


  (d) Cost

  (e) Current Value

* Various participants    Participant loans at interest
rates of 4.5% to 10.5%
  **   $ 57,856,315
   American Century Brokerage    Participant brokerage
accounts
  **     36,553,025

 

* Party-in-interest.

 

** Cost information is not required for participant-directed investments and, therefore, is not included.

 

 

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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 SALARIED SAVINGS PLAN

By:

 

/s/  Robert Florio

   

Robert Florio, Plan Administrator

 

Date:

  June 27, 2005
    Memphis, Tennessee

 

EX-23 2 dex23.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement No. 333-85830 of International Paper Company on Form S-8 of our report dated June 24, 2005, appearing in this Annual Report on Form 11-K of International Paper Company Salaried Savings Plan for the year ended December 31, 2004.

 

By:

 

/s/  Deloitte & Touche LLP

   

Deloitte & Touche LLP

Memphis, Tennessee

June 27, 2005

 

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