===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 4, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ______________
Commission File No. 1-2267
THE MEAD CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0535759
(State of Incorporation) (I.R.S. Employer Identification No.)
MEAD WORLD HEADQUARTERS
COURTHOUSE PLAZA NORTHEAST
DAYTON, OHIO 45463
(Address of principal executive offices)
Registrant's telephone number, including area code: 937-495-6323
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No __ .
The number of Common Shares outstanding at July 4, 1999 was 102,341,053.
==============================================================================
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
---------------------------------------------------
QUARTERLY PERIOD ENDED JULY 4, 1999
-----------------------------------
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
--------------------
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
BALANCE SHEETS
- --------------
(All amounts in millions)
July 4, Dec. 31,
1999 1998
-------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 36.0 $ 102.0
Accounts receivable 568.7 414.7
Inventories 481.6 479.5
Other current assets 88.1 90.2
-------- --------
Total current assets 1,174.4 1,086.4
Investments and other assets:
Investees 134.4 127.5
Other assets 581.3 555.6
-------- --------
715.7 683.1
Property, plant and equipment 5,773.5 5,741.8
Less accumulated depreciation and
amortization (2,473.8) (2,369.1)
-------- --------
3,299.7 3,372.7
-------- --------
Total assets $5,189.8 $5,142.2
======== ========
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Accounts payable $ 256.4 $ 275.9
Accrued liabilities 409.8 395.7
Current maturities of long-term debt 27.1 7.9
-------- --------
Total current liabilities 693.3 679.5
Long-term debt 1,346.1 1,367.4
Commitments and contingent liabilities
Deferred items 854.7 843.3
Shareowners' equity:
Common shares 152.7 151.9
Additional paid-in capital 108.3 66.3
Retained earnings 2,078.5 2,076.9
Other comprehensive loss (43.8) (43.1)
-------- --------
2,295.7 2,252.0
-------- --------
Total liabilities and
shareowners' equity $5,189.8 $5,142.2
======== ========
See notes to financial statements.
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
STATEMENTS OF EARNINGS
- ----------------------
(All amounts in millions, except per share amounts)
Second Quarter Ended First Half Ended
--------------------- ---------------------
July 4, June 28, July 4, June 28
1999 1998 1999 1998
-------- -------- -------- --------
Net sales $1,004.8 $1,050.9 $1,868.0 $1,889.9
Cost of products sold 823.7 853.4 1,528.2 1,514.4
-------- -------- -------- --------
Gross profit 181.1 197.5 339.8 375.5
Selling and administrative expenses 102.5 101.3 207.8 197.6
-------- -------- -------- --------
Earnings from operations 78.6 96.2 132.0 177.9
Other revenues 4.8 1.6 8.8 4.2
Interest and debt expense (25.1) (28.9) (51.8) (55.4)
-------- -------- -------- --------
Earnings from continuing
operations before income taxes 58.3 68.9 89.0 126.7
Income taxes 21.0 28.2 32.1 49.4
-------- -------- -------- --------
Earnings from continuing
operations before equity in
net earnings (loss) of investees 37.3 40.7 56.9 77.3
Equity in net earnings (loss)
of investees 7.5 (.5) 10.8 (3.5)
-------- -------- -------- --------
Earnings from continuing
operations 44.8 40.2 67.7 73.8
Discontinued operations (25.0) (28.0)
-------- -------- -------- --------
Net earnings $ 44.8 $ 15.2 $ 67.7 $ 45.8
======== ======== ======== ========
Per common share - basic:
Earnings from continuing
operations $ .44 $ .39 $ .66 $ .71
Discontinued operations (.24) (.27)
-------- -------- -------- --------
Net earnings $ .44 $ .15 $ .66 $ .44
======== ======== ======== ========
Per common share - assuming
dilution:
Earnings from continuing
operations $ .43 $ .38 $ .65 $ .70
Discontinued operations (.24) (.27)
-------- -------- -------- --------
Net earnings $ .43 $ .14 $ .65 $ .43
======== ======== ======== ========
Cash dividends per
common share $ .16 $ .16 $ .32 $ .32
======== ======== ======== ========
Weighted-average number of common
shares outstanding - basic 102.2 103.9 101.9 103.9
======== ======== ======== ========
Weighted-average number of common
shares outstanding
- assuming dilution 105.1 105.8 104.8 105.8
======== ======== ======== ========
See notes to financial statements.
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
STATEMENTS OF CASH FLOWS
- ------------------------
(All amounts in millions)
First Half Ended
--------------------
July 4, June 28,
1999 1998
------- -------
Cash flows from operating activities:
Net earnings $ 67.7 $ 45.8
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and depletion of property, plant
and equipment 135.6 125.7
Depreciation and amortization of other assets 20.3 20.9
Deferred income taxes (3.9) (6.5)
Investees-earnings and dividends (2.8) 4.4
Discontinued operations 28.0
Other 14.0 14.4
Change in current assets and liabilities:
Accounts receivable (159.8) (160.0)
Inventories (9.4) (67.7)
Other current assets 11.7 (12.7)
Accounts payable and accrued liabilities (6.0) 90.1
Cash (used in) discontinued operations (22.8)
------ ------
Net cash provided by operating activities 67.4 59.6
------ ------
Cash flows from investing activities:
Capital expenditures (90.5) (192.1)
Additions to equipment rented to others (13.6) (14.8)
Proceeds from sale of assets 21.4
Payment for acquired business (13.6)
Other (24.3) (21.8)
------ ------
Net cash (used in) investing activities (107.0) (242.3)
------ ------
Cash flows from financing activities:
Additional borrowings 15.0 140.5
Payments on borrowings (18.1) (191.9)
Notes payable 273.8
Cash dividends paid (32.7) (33.3)
Common shares issued 45.1 12.7
Common shares purchased (35.7) (17.4)
------ ------
Net cash provided by (used in)
financing activities (26.4) 184.4
------ ------
Increase (decrease) in cash and cash equivalents (66.0) 1.7
Cash and cash equivalents at beginning of year 102.0 29.5
------ ------
Cash and cash equivalents at end of half $ 36.0 $ 31.2
====== ======
See notes to financial statements.
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
(All dollar amounts in millions)
A - FINANCIAL STATEMENTS
The balance sheet at December 31, 1998, is condensed financial
information taken from the audited balance sheet. The interim
financial statements are unaudited. In the opinion of
management, all adjustments (which consist only of normal
recurring adjustments) necessary to present fairly the
financial position and results of operations for the interim
periods presented have been made.
B - ACCOUNTING POLICIES
On an interim basis, all costs subject to recurring year-end
adjustments have been estimated and allocated ratably to the
quarters. Income taxes have been provided based on the
estimated tax rate for the respective years after excluding
infrequently occurring items whose specific tax effect is
reported during the same interim period as the related
transaction.
C - INVENTORIES
The amount of inventories is (principally last-in, first-out
method):
July 4, Dec. 31,
1999 1998
------- -------
Finished and semi-finished products $304.5 $295.0
Raw materials 102.3 109.2
Stores and supplies 74.8 75.3
------ ------
$481.6 $479.5
====== ======
D - INVESTEES
The summarized operating data for all investees is presented
in the following table:
Second Quarter Ended First Half Ended
-------------------- ----------------------
July 4, June 28, July 4, June 28,
1999 1998 1999 1998
------- ------- ------- -------
Revenues $196.1 $181.4 $369.1 $357.8
====== ====== ====== ======
Gross profit $ 32.6 $ 11.1 $ 54.0 $ 12.7
====== ====== ====== ======
Net earnings $ 21.1 $ 4.3 $ 32.4 $ 1.8
====== ====== ====== ======
E - ASSET WRITEDOWNS AND EMPLOYEE TERMINATIONS
During the second quarter of 1999, the company recorded a pre-
tax charge of $15.6 million for asset write-offs and severance
costs related to the shutdown of four uncoated paper machines
in its mill in Rumford, Maine. The charges were comprised of
$7.9 million to write down fixed assets to be shutdown, $3.8
million in severance costs for salaried personnel notified
during the quarter; $2.6 million to write off other assets;
and $1.3 million to write down stores and supplies inventory
associated exclusively with the four machines. Of the above
charge, $14.2 million is included in cost of sales and $1.4
million is included in selling and administrative expenses.
The $3.8 million in severance costs relates to 52 salaried
employees and includes medical, dental and other benefits,
none of which were paid at the end of the second quarter. The
shutdown is expected to be completed and all personnel
terminated by December 31, 1999, although some severance and
benefit payments may be made thereafter.
In the third quarter of 1998, the company adopted a plan to
make organizational changes and reduce its overall workforce,
and recorded a charge for employee severance and related
costs. The following is a summary of the remaining accrual at
July 4, 1999 (in millions):
Balance at December 31, 1998 $9.9
Used for intended purpose (4.1)
----
Balance at July 4, 1999 $5.8
====
F - SHAREOWNERS' EQUITY
During the second quarter of 1999, the company repurchased
approximately 500,000 common shares on the open market. The
company has outstanding authorization from the Board of
Directors to repurchase up to ten million common shares, of
which 9.8 million shares have been repurchased as of the end
of the first half of 1999. Comprehensive earnings for the
half years ended July 4, 1999 and June 28, 1998, were $67.0
million and $43.0 million. Comprehensive earnings for the
quarters ended July 4, 1999 and June 28, 1998, were $41.9
million and $16.3 million.
G - ADDITIONAL INFORMATION ON CASH FLOWS
First Half Ended
-------------------
July 4, June 28,
1999 1998
------- -------
Cash paid for:
Interest $ 51.1 $ 56.7
====== ======
Income taxes $ 31.2 $ 20.0
====== ======
H - SEGMENT INFORMATION
Second Quarter Ended First Half Ended
-------------------- ------------------
July 4, June 28, July 4, June 28,
1999 1998 1999 1998
-------- -------- ------- -------
Net sales:
Industry segments:
Paper $ 433.8 $ 445.2 $ 887.7 $ 879.1
Packaging and Paperboard 403.7 408.5 751.4 751.4
School and Office Products 167.3 197.2 228.9 259.4
-------- -------- -------- --------
Total $1,004.8 $1,050.9 $1,868.0 $1,889.9
======== ======== ======== ========
Earnings (loss) from Continuing
Operations Before Income Taxes:
Industry segments:
Paper $ 15.2 $ 47.0 $ 61.3 $ 106.7
Packaging and Paperboard 59.3 37.8 83.9 67.2
School and Office Products 22.4 31.6 23.8 38.3
Corporate and Other (1) (38.6) (47.5) (80.0) (85.5)
-------- -------- -------- --------
Total $ 58.3 $ 68.9 $ 89.0 $ 126.7
======== ======== ======== ========
(1) Corporate and other includes the following:
Other revenue $ 5.3 $ 1.5 $ 9.3 $ 4.5
Interest expense (25.1) (28.9) (51.8) (55.4)
Other expense (18.8) (20.1) (37.5) (34.6)
--------- --------- -------- ---------
Total $ (38.6) $ (47.5) $ (80.0) $ (85.5)
========= ========= ======== =========
Identifiable assets have not changed significantly at July 4,
1999, compared to December 31, 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
RESULTS OF OPERATIONS
- ---------------------
During the second quarter, Mead recorded a pre-tax charge of
$15.6 million or $.09 per share for asset write-offs and
severance costs related to the shutdown of four uncoated paper
machines in its mill in Rumford, Maine. Mead expects to take
additional charges in the second half of 1999 in line with the
company's announcement to take total pre-tax charges of
approximately $25 million associated with the shutdown.
Net Sales
- ---------
Second quarter 1999 net sales of $1.00 billion decreased
slightly from $1.05 billion in the second quarter of 1998.
For the first half, net sales were $1.87 billion in 1999
compared to $1.89 billion in 1998. The decline resulted
primarily from lower prices for paper and lower prices and
volume for school and office products. During the quarter,
average selling prices were lower for coated paper, uncoated
paper and carbonless paper and for coated paperboard and pulp.
The decline in prices more than offset higher sales volume of
paper and corrugated medium compared to the second quarter of
1998.
Operating Costs and Expenses
- ----------------------------
Gross profit as a percentage of sales decreased to 18.0% from
18.8% in the second quarter of 1998. Likewise, this percentage
was 18.2% for the first half compared with 19.9% in the same
period of last year.
Selling and administrative expenses of $102.5 million were up
from $101.3 million in the second quarter of 1998. First half 1999
selling and administrative expenses of $207.8 million were up from
$197.6 million for the same period of 1998 largely due to expenses
related to the initial phase of implementation of the company's
enterprise resource planning system and development of the company's
financial services center.
The levels of gross profit and selling and administrative expenses were
negatively affected by special items during the second
quarters of both 1999 and 1998. In 1999's second quarter, a
charge of $15.6 million was recorded for costs related to the
shutdown of four uncoated paper machines at the company's
Rumford, Maine, facility. The $15.6 million charge included:
$7.9 million to write-down fixed assets to be shutdown; $3.8
million in severance costs for salaried personnel notified
during the quarter; $2.6 million to write off other assets;
$1.3 million to write down stores and supplies inventory
associated exclusively with the four machines. In 1998, a
charge of $31.5 million for asset write downs was recorded to
reduce the carrying value of stores and supplies inventory,
assets of a Japanese packaging operation, certain equipment
replaced by new equipment and certain capitalized software
made obsolete by a decision to move to an enterprise resource
planning system.
Other Revenue
- -------------
Other revenue of $8.8 million and $4.8 million in 1999
increased from $4.2 million and $1.6 million in the first half
and second quarter of 1998, respectively. These increases are
the result of a gain on the sale of non-strategic real estate.
Interest and Debt Expense
- -------------------------
In the second quarter of 1999, interest and debt expense of
$25.1 million decreased from $28.9 million in the second
quarter of 1998 as a result of lower debt levels. Similarly,
first half 1999 interest and debt expense of $51.8 million
decreased from $55.4 million in 1998.
Income Taxes
- ------------
The effective tax rate was 36.0% for the second quarter of
1999 compared to 40.9% for the second quarter of 1998. In
1998, the income tax rate was higher as a result of the effect
of a non-deductible portion of asset write downs taken during
the second quarter of that year. For the half, this rate was
36.1% in 1999 and 39.0% in 1998.
Equity in Net Earnings (Loss) of Investees
- ------------------------------------------
Mead's investees earned $7.5 million in the second quarter
compared to a loss of $.5 million in the second quarter of
1998. For the first half, Mead's share of earnings was $10.8
million in 1999 compared to a loss of $3.5 million posted for
1998. The increase was primarily a result of higher shipments
and prices for wood products at Mead's 50%-owned Northwood
companies. Shipments and prices were higher for lumber,
oriented structural board (OSB) and plywood. Shipments and
prices were lower for pulp compared to the first half of 1998.
During the first half, the pulp mill took 13 days of
maintenance downtime.
Earnings from Continuing Operations
- -----------------------------------
Earnings from continuing operations for the second quarter of
1999 were $44.8 million compared to $40.2 million in the
second quarter of 1998. For the first half of 1999, earnings
from continuing operations were $67.7 million compared to
$73.8 million in 1998.
Financial Data by Business
- --------------------------
Paper segment
Second Quarter First Half
------------------------ ------------------------
1999 1998 % Change 1999 1998 % Change
---- ---- -------- ---- ---- --------
(All dollar amounts in millions)
Net sales (to unaffiliated
customers) $433.8 $445.2 (3)% $887.7 $879.1 1%
Segment earnings before
taxes 15.2 47.0 (68)% 61.3 106.7 (43)%
First half net sales for the paper segment were slightly ahead
of last year's levels, though sales for the second quarter
were down. Earnings for the first half of 1999 were $61.3
million compared to $106.7 million in 1998. The weakness in
selling prices sharply affected the first half results of the
paper segment.
Earnings for the segment decreased from the second quarter of
1998 affected in part by charges of $15.6 million for special
items related to the shutdown of four uncoated paper machines
at the Rumford, Maine paper mill. Excluding special items,
earnings were $30.8 million in the second quarter of 1999
compared to segment earnings before special items of $59.1
million in the second quarter of 1998. (In the second quarter
of 1998, earnings of $47.0 million included $12.1 million in
charges related to the write down of certain assets.)
Earnings in the second quarter of 1999 were lower as a result
of lower average selling prices for paper. For example,
coated and uncoated paper prices were down more than 10% from
the same quarter last year, carbonless paper prices were down
5% from prior year. In the second quarter of 1999, shipment
volume increased for coated and uncoated paper. The mills
generally operated well, taking some scheduled maintenance
downtime in pulping operations. As previously announced, the
company took 25,000 tons of market-related downtime in coated
paper production during the quarter. Paper inventories
declined from the levels of the prior quarter and were about
even with the level of the second quarter of 1998.
Packaging and Paperboard segment
Second Quarter First Half
------------------------ -----------------------
1999 1998 % Change 1999 1998 % Change
---- ---- -------- ---- ---- --------
(All dollar amounts in millions)
Net sales (to unaffiliated
customers) $403.7 $408.5 (1)% $751.4 $751.4 --
Segment earnings before
taxes 59.3 37.8 57% 83.9 67.2 25%
Net sales for the packaging and paperboard segment were even
with last year although slightly down for the quarter.
Earnings for the first half increased 25% to $83.9 million
from $67.2 million for the same period in 1998. Segment
earnings for the quarter of $59.3 million
improved 6% from $55.9 million in the second quarter of 1998,
before $18.1 million in charges related to the write down of
certain assets in 1998. The improvement in earnings in the
first half of 1999 came primarily from higher shipments of
corrugating medium from the company's expanded mill in
Stevenson, Alabama. Shipments of medium increased 27% during
the second quarter of 1999 from the second quarter of last
year. Prices for medium recovered during the quarter bringing
average selling prices to the level of last year's second
quarter. Ongoing operational difficulties in the mill's new
chemical recovery and conversion systems and production issues
on the number two paper machine led to costs that, while below
last year, were higher than expected. The company estimates
this had a negative impact on earnings of approximately $5
million or $.03 per share during the quarter.
Within the Coated Board System, which includes the Packaging
and Coated Board divisions, sales of beverage packaging were
ahead for the first half and even with the second quarter of
1998. Shipments of coated paperboard to the company's
packaging business and to open market customers declined
slightly from the second quarter of 1998. Prices and
shipments of wood products at the Coated Board division's two
sawmills were higher than the same quarter last year.
Production of coated paperboard at the Mahrt mill continued at
very strong levels during the quarter, and the mill enhanced
its cost position compared to the second quarter of 1998. In
the third quarter of 1999, the mill plans to take
approximately 25,000 tons of market-related downtime to help
manage its inventory levels, which are higher than the level
of the second quarter last year.
School and Office Products segment
Second Quarter First Half
------------------------ ---------------------------
1999 1998 % Change 1999 1998 % Change
---- ---- -------- ---- ---- --------
(All dollar amounts in millions)
Net sales (to unaffiliated
customers) $167.3 $197.2 (15)% $228.9 $259.4 (12)%
Segment earnings before
taxes 22.4 31.6 (29)% 23.8 38.3 (38)%
Sales and earnings for the School and Office Products segment
declined in the first half and second quarter of 1999 compared
to the first half and second quarter of 1998 due to several
factors affecting price and volume. These factors include
lower selling prices for paper-based products compared to
prior year. They also include shifts in the way mass
retailers are managing inventories leading to an overall
reduction in the inventory levels they hold; increased foreign
competition in commodity-based and some value-added products;
and a lack of strong new products for the back-to-school
selling season. The company does not expect School and Office
Products to make up its shortfall in sales and earnings by the
end of 1999. The segment under the direction of new division
management has begun to strengthen its efforts in new product
development and sales growth for future years. During the
quarter, the division's converting facilities operated well.
The division shipped product to customers for the back-to-
school selling season on a timely basis.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Working capital on July 4, 1999 was $481 million compared to
$407 million on December 31, 1998. The current ratio was 1.7
at the end of the second quarter and was 1.6 on December 31,
1998. Consistent with Mead's highly seasonal School and
Office Products business, inventories and receivables
increased during the first half. During the quarter,
inventories of coated and uncoated paper declined slightly
from the level of the first quarter and were equal to second
quarter 1998. Inventories of coated paperboard decreased from
the first quarter but were higher than the level of the second
quarter 1998. The paper segment took market-related downtime
in the second quarter and is expected to take market related
downtime in the second half. Market-related downtime will be
taken in the second half in coated paperboard to help manage
the company's inventory levels.
Borrowed capital (long-term debt) as a percentage of total
capital (long-term debt plus shareowners' equity) was 37.0% on
July 4, 1999, and was 37.8% on December 31, 1998.
Capital expenditures totaled $91 million in the first half of
1999 compared to $192 million in the first half of 1998. The
company expects its full year 1999 capital expenditures to be
in the range of $200 million to $225 million.
Proceeds for the sale of assets were $21.4 million in the
first half of 1999, including $13.6 million in the first
quarter and $7.8 million in the second quarter.
Under a Board of Directors authorization, Mead repurchased approximately
500,000 shares of its capital stock in the second quarter of
1999. The 10 million share repurchase authorization was 98%
completed by the end of the second quarter 1999.
At the end of the second quarter, Mead paid a fixed rate or
capped rate on 78% of its debt and paid a floating rate of
interest on the remainder. A change of 1% in the floating
rate, on an annual basis, would result in a $.02 change in
earnings per share for the year. The estimated market value
of long-term debt, excluding capital leases, was $23.5 million
more than the book value at the end of the second quarter
1998.
OUTLOOK
Year 2000 Readiness Disclosure
- ------------------------------
The Year 2000 issue concerns the inability of computerized
information and process control systems to properly recognize
and process date-sensitive information as the year 2000
approaches. Mead expects costs associated with the Year 2000
issue will not have a material adverse impact on results of
operations, liquidity or capital resources.
Mead is making progress as it works through a five-step
process in dealing with the Year 2000 issue: inventory;
assessment; corrective action; testing; and implementation.
With regard to its Information Technology (IT) systems
corrective action is essentially completed for the company's
corporate functions and its three business segments: Paper,
Packaging and Paperboard, and School and Office Products.
Testing and implementation are underway or have been completed
in each of these areas. The company expects the risk to be
low that its IT systems will be disrupted by Year the 2000
issue.
Non-IT systems include process control systems in
manufacturing and converting facilities for monitoring and
regulating power, production, emissions and safety equipment.
At the end of the second quarter, approximately 88% of the
company's process control systems were Year 2000 ready, 6%
were being fixed or replaced and 6% were in the process of
being reviewed. Mead has engaged a third-party consultant to
assist in this process. More specifically, within Mead's
business segments, corrective action and testing will be
essentially complete in the Paper segment in the third
quarter. Within the Packaging and Paperboard segment,
corrective action and testing have been essentially completed
for the Packaging division's domestic and international
operations. Completion is expected in the second half for the
Containerboard and Coated Board divisions, some during periods
of normal maintenance downtime. In the School and Office
Products segment, corrective action and testing of non-IT
systems will be completed by year-end or by the first quarter
of 2000. Year-end completion of corrective action and testing
of non-IT systems is not as critical to School & Office
Products given the seasonal nature of its business with most
orders produced and shipped in the second and third quarters
of the year. Mead fully expects to complete corrective action
and testing of all critical non-IT systems within its three
business segments in 1999. The company expects the risk to be
low that its non-IT systems will be disrupted by the Year 2000
issue. Mead has initiated both internal and external reviews
of non-IT systems to provide an independent assessment of its
Y2K readiness.
The costs associated with the company's remediation of the
Year 2000 issue include amounts for upgrading and replacing
non-compliant software and hardware systems and the costs
related to the use of third-party solution providers. Through
the second quarter of 1999, the total cost of remediation was
$21 million. This total includes approximately $12 million in
repair costs and $9 million in replacement costs. The total
cost Mead expects to incur between 1997 and 2000 related to
the Year 2000 issue is $30 million to $35 million, a reduction
from
original estimates of $35 million to $45 million. The
majority of the remaining costs relate to replacement or
modification of process control systems. These costs will be
expensed as incurred, except for new systems that would be
capitalized.
Mead has completed a detailed review of its critical suppliers
of raw materials, energy, equipment, supplies and
transportation to determine their level of Year 2000
readiness. Based on this review, the company expects there is
a low level of risk related to Year 2000 readiness with over
90% of these suppliers and medium level of risk with remaining
suppliers. The company is developing plans for alternative
sources of supply where it believes it is necessary.
Significant interruptions caused by suppliers could affect
Mead's operations overall and its ability to deliver products
and services to its customers.
The company has prepared contingency plans within each of its
businesses for addressing the greatest areas of risk of
noncompliance or threats to business operations or company
assets related to the Year 2000 issue. The company expects to
continue to refine these plans in the second half of 1999.
The company believes that the greatest risk to company assets
from Year 2000 issues would most likely come from the failure
of third-parties, including government agencies, to deliver
utilities or fuel to operate the boiler systems of the
company's major paper and paperboard mills during a severe
winter. The greatest risk of interruption to the
manufacturing process would be the failure of suppliers to
deliver raw materials for an extended period of time. The
company could supply customers from finished inventory for a
period of time. If customers were to experience Year 2000
interruptions in their own operations, it could result in
reduced sales for Mead.
THE ESTIMATES AND CONCLUSIONS STATED HERE CONTAIN FORWARD-
LOOKING STATEMENTS AND ARE BASED ON MANAGEMENT'S BEST
ESTIMATES OF FUTURE EVENTS. RISKS ASSOCIATED WITH THE
COMPLETION OF THE PLAN INCLUDE THE CONTINUED AVAILABILITY OF
RESOURCES FROM SUPPLIERS AND THIRD-PARTY CONTRACTORS, THE
ABILITY OF SUPPLIERS AND CUSTOMERS TO BE Y2K COMPLIANT, AND
THE ABILITY TO IDENTIFY AND COMPLETE CONTINGENCY PLANS FOR
SYSTEMATIC FAILURES NOT UNDER COMPANY CONTROL.
CERTAIN STATEMENTS IN THIS REPORT ARE FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE RISKS AND UNCERTAINTIES.
ACTUAL RESULTS MAY DIFFER. CERTAIN FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER ARE DESCRIBED IN THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31 1998 AND IN
QUARTERLY REPORTS ON FORM 10-Q FILED IN 1999.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
No material changes occurred to information previously
provided in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
PART II - OTHER INFORMATION
---------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
(a) The Annual Meeting of Shareholders of Mead was held
on April 22, 1999.
(b) Proxies were solicited for the meeting pursuant to
Regulation 14A. There was no solicitation in
opposition to management's nominees listed in the
proxy statement, and John C. Bogle, John G. Breen,
William E. Hoglund, James G. Kaiser, Robert J.
Kohlhepp, John A. Krol, Susan J. Kropf, Charles S.
Mechem, Jr., Lee J. Styslinger, Jr., Jerome F.
Tatar and J. Lawrence Wilson were elected.
(c) The results of the election of directors are as
follows:
Number of Votes
---------------
Nominee For Withheld Abstentions Broker Non-Votes
------- --- -------- ----------- ----------------
John C. Bogle 91,501,198 548,216 -0- -0-
John G. Breen 91,505,006 544,407 -0- -0-
William E. Hoglund 91,508,647 540,767 -0- -0-
James G. Kaiser 91,536,677 512,736 -0- -0-
Robert J. Kohlhepp 90,832,949 1,216,464 -0- -0-
John A. Krol 91,237,623 811,791 -0- -0-
Susan J. Kropf 91,529,735 519,679 -0- -0-
Charles S. Mechem, Jr. 91,497,454 551,960 -0- -0-
Lee J. Styslinger, Jr. 91,525,531 523,882 -0- -0-
Jerome F. Tatar 91,472,726 576,687 -0- -0-
J. Lawrence Wilson 91,526,897 522,516 -0- -0-
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
(10) Material Contracts:
(1) 1984 Stock Option Plan of the Registrant
as amended through June 24, 1999.
(2) 1991 Stock Option Plan of the Registrant
as amended through June 24, 1999.
(3) 1996 Stock Option Plan of the Registrant
as amended through June 24, 1999.
(4) Form of Indemnification Agreement between
Registrant and each of John C. Bogle,
John G. Breen, Duane E. Collins, William
E. Hoglund, James G. Kaiser, Robert J.
Kohlhepp, John A. Krol, Susan J. Kropf,
Charles S. Mechem, Jr., Heidi G. Miller,
Lee J. Styslinger, Jr., Jerome F. Tatar
and J. Lawrence Wilson.
(5) 1987 Restricted Stock Plan of the
Registrant as amended through June 24,
1999.
(27) Financial Data Schedule Quarter 2, 1999.
(b) No current reports on Form 8-K were filed with the
Commission in the second quarter of 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Date: August 10, 1999
THE MEAD CORPORATION
- --------------------
(Registrant)
By: TIMOTHY R. MCLEVISH
__________________________________
Timothy R. McLevish
Vice President, Finance and Treasurer
(Chief Accounting Officer)