Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information presents the combined historical consolidated statements of operations and consolidated balance sheet of International Paper Company (“International Paper”) and the historical combined statements of operations and combined balance sheet of Weyerhaeuser Company’s containerboard, packaging and recycling business (“CBPR business”) to reflect the acquisition of the CBPR business by International Paper. Those historical financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The unaudited pro forma condensed combined financial information is presented in accordance with the rules specified by Article 11 of Regulation S-X promulgated by the SEC, and has been prepared using the assumptions described in the notes thereto. The unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if it had occurred as of the respective balance sheet date. The unaudited pro forma condensed combined statements of operations give effect to the acquisition as if it had occurred as of the beginning of the period presented.
| • | | Unaudited pro forma condensed combined balance sheet of International Paper as of March 31, 2008; |
| • | | Unaudited pro forma condensed combined statement of operations of International Paper for the three months ended March 31, 2008; and |
| • | | Unaudited pro forma condensed combined statement of operations of International Paper for the year ended December 31, 2007. |
The unaudited pro forma condensed combined financial information should be read in conjunction with the notes thereto and the historical combined financial statements of the CBPR business, including the notes thereto, which were filed as an exhibit to International Paper’s Current Report on Form 8-K on May 28, 2008, as well as in conjunction with International Paper’s historical consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2007 (as updated by the Current Report on Form 8-K filed on May 9, 2008) and its Quarterly Report on Form 10-Q for the three months ended March 31, 2008.
The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations of the combined company. The unaudited pro forma condensed combined financial information does not give effect to any potential cost savings or other operational efficiencies that could result from the acquisition. In addition, the preliminary estimated allocation of the purchase price to the assets and liabilities acquired was based on initial valuations and estimates. Accordingly, the purchase price allocation pro forma adjustments are preliminary and have been presented solely for the purpose of providing unaudited pro forma condensed combined financial information.
INTERNATIONAL PAPER COMPANY
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2008
(In millions)
| | | | | | | | | | | | | | | | |
| | International Paper (Historical) | | CBPR Business (Historical) | | Pro Forma Adjustments | | | | | | Pro Forma Combined |
ASSETS | | | | | | | | | | | | | | | | |
Current assets | | $ | 6,712 | | $ | 1,120 | | $ | (14 | ) | | (a | ) | | $ | 7,659 |
| | | | | | | | | 76 | | | (b | ) | | | |
| | | | | | | | | (2 | ) | | (c | ) | | | |
| | | | | | | | | 39 | | | (d | ) | | | |
| | | | | | | | | (272 | ) | | (e | ) | | | |
Plants, properties and equipment, net | | | 10,290 | | | 2,726 | | | (7 | ) | | (a | ) | | | 15,252 |
| | | | | | | | | 2,243 | | | (f | ) | | | |
Forestlands | | | 778 | | | — | | | — | | | | | | | 778 |
Investments | | | 1,317 | | | — | | | — | | | | | | | 1,317 |
Goodwill | | | 3,658 | | | 1,253 | | | (1,253 | ) | | (g | ) | | | 3,923 |
| | | | | | | | | 265 | | | (h | ) | | | |
Deferred charges and other assets | | | 1,600 | | | 63 | | | 71 | | | (i | ) | | | 1,774 |
| | | | | | | | | 45 | | | (j | ) | | | |
| | | | | | | | | (5 | ) | | (k | ) | | | |
| | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 24,355 | | $ | 5,162 | | $ | 1,186 | | | | | | $ | 30,703 |
| | | | | | | | | | | | | | | | |
LIABILITIES AND COMMON SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Current liabilities | | $ | 4,145 | | $ | 402 | | $ | (6 | ) | | (a | ) | | $ | 4,928 |
| | | | | | | | | 24 | | | (l | ) | | | |
| | | | | | | | | 363 | | | (i | ) | | | |
Long-term debt | | | 6,037 | | | — | | | 5,500 | | | (i | ) | | | 11,537 |
Deferred income taxes | | | 3,117 | | | 682 | | | (682 | ) | | (m | ) | | | 3,117 |
Other liabilities | | | 1,823 | | | 20 | | | 23 | | | (n | ) | | | 1,888 |
| | | | | | | | | 24 | | | (o | ) | | | |
| | | | | | | | | (2 | ) | | (p | ) | | | |
Minority interest | | | 234 | | | — | | | — | | | | | | | 234 |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES | | | 15,356 | | | 1,104 | | | 5,244 | | | | | | | 21,704 |
TOTAL COMMON SHAREHOLDERS’ EQUITY | | | 8,999 | | | 4,058 | | | (4,058 | ) | | (q | ) | | | 8,999 |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND COMMON SHAREHOLDERS’ EQUITY | | $ | 24,355 | | $ | 5,162 | | $ | 1,186 | | | | | | $ | 30,703 |
| | | | | | | | | | | | | | | | |
INTERNATIONAL PAPER COMPANY
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2008
(In millions, except per share data)
| | | | | | | | | | | | | | | | | | |
| | International Paper (Historical) | | | CBPR Business (Historical) | | Pro Forma Adjustments | | | | | | Pro Forma Combined | |
NET SALES | | $ | 5,668 | | | $ | 1,298 | | $ | (10 | ) | | (r | ) | | $ | 6,930 | |
| | | | | | | | | | (26 | ) | | (s | ) | | | | |
| | | | | | | | | | | | | | | | | | |
COSTS AND EXPENSES | | | | | | | | | | | | | | | | | | |
Cost of products sold | | | 4,261 | | | | 1,035 | | | (10 | ) | | (r | ) | | | 5,260 | |
| | | | | | | | | | (26 | ) | | (s | ) | | | | |
Selling and administrative expenses | | | 472 | | | | 91 | | | 1 | | | (r | ) | | | 564 | |
Depreciation, amortization and cost of timber harvested | | | 286 | | | | 72 | | | 43 | | | (t | ) | | | 401 | |
Distribution expenses | | | 285 | | | | — | | | — | | | | | | | 285 | |
Taxes other than payroll and income taxes | | | 44 | | | | — | | | — | | | | | | | 44 | |
Restructuring and other charges | | | 42 | | | | 8 | | | (8 | ) | | (r | ) | | | 42 | |
Net gains on sales and impairments of businesses | | | (1 | ) | | | — | | | — | | | | | | | (1 | ) |
Interest expense, net | | | 81 | | | | — | | | 105 | | | (u | ) | | | 186 | |
| | | | | | | | | | | | | | | | | | |
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES, EQUITY EARNINGS AND MINORITY INTEREST | | | 198 | | | | 92 | | | (141 | ) | | | | | | 149 | |
Income tax provision | | | 59 | | | | 31 | | | (54 | ) | | (v | ) | | | 36 | |
Equity earnings, net of taxes | | | 16 | | | | — | | | — | | | | | | | 16 | |
Minority interest expense, net of taxes | | | 5 | | | | — | | | — | | | | | | | 5 | |
| | | | | | | | | | | | | | | | | | |
EARNINGS FROM CONTINUING OPERATIONS | | $ | 150 | | | $ | 61 | | $ | (87 | ) | | | | | $ | 124 | |
| | | | | | | | | | | | | | | | | | |
BASIC EARNINGS PER COMMON SHARE | | | | | | | | | | | | | | | | | | |
Earnings from continuing operations | | $ | 0.36 | | | | | | | | | | | | | $ | 0.29 | |
| | | | | | | | | | | | | | | | | | |
Average common shares outstanding | | | 420.6 | | | | | | | | | | | | | | 420.6 | |
| | | | | | | | | | | | | | | | | | |
DILUTED EARNINGS PER COMMON SHARE | | | | | | | | | | | | | | | | | | |
Earnings from continuing operations | | $ | 0.35 | | | | | | | | | | | | | $ | 0.29 | |
| | | | | | | | | | | | | | | | | | |
Average common shares outstanding – assuming dilution | | | 423.3 | | | | | | | | | | | | | | 423.3 | |
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INTERNATIONAL PAPER COMPANY
UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2007
(In millions, except per share data)
| | | | | | | | | | | | | | | | | | | |
| | International Paper (Historical) | | | CBPR Business (Historical) | | | Pro Forma Adjustments | | | | | | Pro Forma Combined | |
NET SALES | | $ | 21,890 | | | $ | 5,177 | | | $ | (74 | ) | | (r | ) | | $ | 26,900 | |
| | | | | | | | | | | (93 | ) | | (s | ) | | | | |
| | | | | | | | | | | | | | | | | | | |
COSTS AND EXPENSES | | | | | | | | | | | | | | | | | | | |
Cost of products sold | | | 16,060 | | | | 4,147 | | | | (70 | ) | | (r | ) | | | 20,044 | |
| | | | | | | | | | | (93 | ) | | (s | ) | | | | |
Selling and administrative expenses | | | 1,831 | | | | 363 | | | | (7 | ) | | (r | ) | | | 2,187 | |
Depreciation, amortization and cost of timber harvested | | | 1,086 | | | | 297 | | | | (3 | ) | | (r | ) | | | 1,552 | |
| | | | | | | | | | | 172 | | | (t | ) | | | | |
Distribution expenses | | | 1,034 | | | | — | | | | — | | | | | | | 1,034 | |
Taxes other than payroll and income taxes | | | 169 | | | | — | | | | — | | | | | | | 169 | |
Restructuring and other charges | | | 95 | | | | 13 | | | | (11 | ) | | (r | ) | | | 97 | |
Gain on sale of forestlands | | | (9 | ) | | | — | | | | — | | | | | | | (9 | ) |
Net gains on sales and impairments of businesses | | | (327 | ) | | | (29 | ) | | | 28 | | | (r | ) | | | (328 | ) |
Interest expense, net | | | 297 | | | | — | | | | 469 | | | (u | ) | | | 766 | |
| | | | | | | | | | | | | | | | | | | |
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES, EQUITY EARNINGS AND MINORITY INTEREST | | | 1,654 | | | | 386 | | | | (652 | ) | | | | | | 1,388 | |
Income tax provision | | | 415 | | | | 139 | | | | (248 | ) | | (v | ) | | | 306 | |
Minority interest expense, net of taxes | | | 24 | | | | — | | | | — | | | | | | | 24 | |
| | | | | | | | | | | | | | | | | | | |
EARNINGS FROM CONTINUING OPERATIONS | | $ | 1,215 | | | $ | 247 | | | $ | (404 | ) | | | | | $ | 1,058 | |
| | | | | | | | | | | | | | | | | | | |
BASIC EARNINGS PER COMMON SHARE | | | | | | | | | | | | | | | | | | | |
Earnings from continuing operations | | $ | 2.83 | | | | | | | | | | | | | | $ | 2.47 | |
| | | | | | | | | | | | | | | | | | | |
Average common shares outstanding | | | 428.9 | | | | | | | | | | | | | | | 428.9 | |
| | | | | | | | | | | | | | | | | | | |
DILUTED EARNINGS PER COMMON SHARE | | | | | | | | | | | | | | | | | | | |
Earnings from continuing operations | | $ | 2.81 | | | | | | | | | | | | | | $ | 2.44 | |
| | | | | | | | | | | | | | | | | | | |
Average common shares outstanding – assuming dilution | | | 433.0 | | | | | | | | | | | | | | | 433.0 | |
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. Basis of Presentation
On March 17, 2008, International Paper Company announced that it had signed an agreement with Weyerhaeuser Company to purchase its containerboard, packaging and recycling business (“CBPR business”) for approximately $6 billion in cash, subject to certain post-closing adjustments. International Paper completed the acquisition on August 4, 2008. In June 2008, the Company issued $3 billion of unsecured senior notes in anticipation of the acquisition with an average fixed interest rate of 7.84%. The remainder of the purchase price was financed through borrowings under a $2.5 billion bank term loan with an interest rate based on LIBOR plus a margin of 162.5 basis points, borrowings under a receivables securitization program and existing cash balances. The CBPR business became part of International Paper’s North American Industrial Packaging business. International Paper is accounting for the acquisition as a purchase in accordance with accounting principles generally accepted in the United States of America. Under the purchase method, the assets and liabilities of the CBPR business will be recorded as of the acquisition date at their respective fair values.
2. Pro Forma Adjustments
The following adjustments have been reflected in the respective unaudited pro forma condensed combined balance sheet:
(a) | Represents the elimination of assets and liabilities related to locations included in the historical CBPR business financial information that were not acquired by International Paper. |
(b) | Represents the elimination of a $76 million CBPR business pre-acquisition LIFO inventory reserve. |
(c) | Represents the preliminary fair value adjustment for allowance for doubtful accounts. |
(d) | Represents the preliminary fair value adjustment for the CBPR business inventory. |
(e) | Represents a portion of the acquisition cost paid from cash on hand, including debt issuance costs of $71 million. |
(f) | Represents a preliminary adjustment to value plants, properties and equipment acquired at estimated fair value. |
(g) | Represents the elimination of the CBPR business pre-acquisition goodwill. |
(h) | Represents the preliminary estimated goodwill related to the CBPR business acquisition. |
(i) | Represents the $5.5 billion of long-term debt and $363 million of short-term debt to finance the acquisition, and the capitalization of $71 million of related debt issuance costs. |
(j) | Represents the preliminary fair value adjustment to record intangible assets. |
(k) | Represents the preliminary fair value adjustment of recorded pension assets. |
(l) | Represents estimated CBPR business facility closure costs of $13 million, and other estimated liabilities of $11 million. |
(m) | Represents the elimination of the CBPR business pre-acquisition deferred taxes. |
(n) | Represents the assumption by International Paper of a CBPR business workers’ compensation liability. |
(o) | Represents the preliminary pension liability fair value adjustment. |
(p) | Represents the preliminary postretirement liability fair value adjustment. |
(q) | Represents the elimination of the CBPR business equity. |
The following adjustments have been reflected in the respective unaudited pro forma condensed combined statements of operations:
(r) | Represents the elimination of amounts related to locations included in the historical CBPR business financial information that were not acquired by International Paper. |
(s) | Represents the elimination of sales between the CBPR business and International Paper. |
(t) | Represents additional depreciation and amortization resulting from the preliminary adjustment of the CBPR business’ plants, properties and equipment and intangibles to estimated fair value as of the acquisition date. |
(u) | Represents preliminary estimated additional interest expense incurred in connection with the acquisition, plus the straight-line amortization of debt issuance costs incurred to finance the acquisition over the term of the related debt. |
(v) | Represents the tax effect of the above pro forma adjustments based upon a combined statutory federal and state tax rate of 38%. |