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1998 Annual Report

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                               ITEM 2. PROPERTIES
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     The Company maintains manufacturing facilities and sales offices throughout
North America, Europe, Central and South America, Australia and Asia. The
Company's facilities are properly maintained and equipped with machinery
suitable for their use. The Company's manufacturing facilities, excluding the
discontinued newsprint operations, as of December 31, 1998 are summarized below.
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                               Number of Facilities    
                           —————————————-    State
                           Total      Owned     Leased  Locations
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United States:
  Paper mills                 24         24          0         16
  Corrugated
    container plants         137         84         53         35
  Folding carton
    plants                    21         16          5         11
  Bag packaging
    plants                    15          8          7         13
  Specialty packaging
    plants                    30         11         19         16
  Reclamation plants          27         20          7         13
  Cladwood'r'plants            2          2          0          1
  Wood products
    plants                     2          2          0          2
                           —————————————-
      Subtotal               258        167         91         39
Canada:
  Paper mills                  3          3          0        N/A
  Wood products
    plants                     1          1          0        N/A
Europe and Other:
  Paper mills                  3          3          0        N/A
  Corrugated
    container plants          27         26          1        N/A
                           —————————————-
      Total                  292        200         92        N/A
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     The approximate annual tons of productive capacity of the Company's paper
mills, including the proportionate share of its affiliates' productive capacity,
based on ownership percentage, at December 31, 1998 were:
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                                     Annual 
(000 U.S. tons)                     Capacity
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United States
  Containerboard                     5,445
  Kraft paper                          457
  Solid bleached sulfate               192
  Newsprint                            635
  Recycled boxboard                    633
  Market pulp                          341
  Uncoated recycled boxboard           131
  Affiliates (containerboard)           93
                                   ———-
    Subtotal                         7,927
Canada
  Containerboard                       474
  Market pulp                          240
Europe and Other
  Containerboard                       361
  Recycled boxboard                     78
                                   ———-
    Total                            9,080
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     Approximately 76% of the Company's investment in property, plant and
equipment is represented by its paper mills. In addition to its manufacturing
facilities, the Company owns approximately 959,000 acres and leases
approximately 163,000 acres of timberland in the southeastern United States and
Canada and also operates wood harvesting facilities.
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