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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 1, 2001
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 1, 2001 was 99,130,549.
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THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
--------------------------------------------------
QUARTERLY PERIOD ENDED JULY 1, 2001
-----------------------------------
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
--------------------
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
BALANCE SHEETS (unaudited)
- ---------------
(All dollar amounts in millions)
July 1, Dec. 31,
2001 2000
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 19.8 $ 29.4
Accounts receivable 677.3 557.3
Inventories 655.2 561.5
Other current assets 122.3 133.1
--------- ---------
Total current assets 1,474.6 1,281.3
Investments and other assets 1,132.7 1,128.8
Property, plant and equipment 6,089.9 6,032.4
Less accumulated depreciation and amortization (2,879.9) (2,762.5)
--------- ---------
3,210.0 3,269.9
--------- ---------
Total assets $ 5,817.3 $ 5,680.0
========= =========
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Notes payable $ 332.9 $ 200.3
Accounts payable 244.7 269.1
Accrued liabilities 487.9 530.3
Current maturities of long-term debt 113.1 12.6
--------- ---------
Total current liabilities 1,178.6 1,012.3
Long-term debt 1,335.5 1,322.8
Deferred items 933.7 947.1
Shareowners' equity:
Common shares 147.8 147.4
Additional paid-in capital 130.6 125.2
Retained earnings 2,123.7 2,172.9
Other comprehensive loss (32.6) (47.7)
--------- ---------
2,369.5 2,397.8
--------- ---------
Total liabilities and
shareowners' equity $ 5,817.3 $ 5,680.0
========= =========
See notes to financial statements.
2
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
STATEMENTS OF OPERATIONS (unaudited)
- -------------------------
(All dollar amounts in millions, except per share amounts)
Second Quarter Ended First Half Ended
------------------------------------ -----------------------------------
July 1, July 2, July 1, July 2,
2001 2000 2001 2000
---------------- --------------- --------------- ---------------
Net sales $1,151.9 $1,151.4 $2,096.4 $2,105.0
Costs and expenses:
Cost of sales 964.4 906.4 1,815.1 1,683.0
Selling and administrative
expenses 123.7 125.6 237.2 244.2
-------- -------- -------- --------
1,088.1 1,032.0 2,052.3 1,927.2
-------- -------- -------- --------
Earnings from operations 63.8 119.4 44.1 177.8
Other revenues - net 2.6 4.7 3.0 6.2
Interest and debt expense (29.5) (31.3) (58.3) (61.0)
-------- -------- -------- --------
Earnings (loss) before income taxes 36.9 92.8 (11.2) 123.0
Income taxes 7.9 32.5 (2.4) 43.5
-------- -------- -------- --------
Earnings (loss) before equity in
net earnings of investees 29.0 60.3 (8.8) 79.5
Equity in net earnings of investees 2.0 3.6 3.2 7.6
-------- -------- -------- --------
Earnings (loss) before cumulative effect of
change in accounting principle 31.0 63.9 (5.6) 87.1
Cumulative effect of change in
accounting priciple (10.4) (2.4)
-------- -------- -------- --------
Net earnings (loss) $ 31.0 $ 63.9 $ (16.0) $ 84.7
======== ======== ======== ========
Earnings (loss) per common share - basic:
Earnings (loss) before cumulative effect of
change in accounting principle $ .31 $ .62 $ (.06) $ .84
Cumulative effect of change in
accounting principle (.10) (.02)
-------- -------- -------- --------
Net earnings (loss) $ .31 $ .62 $ (.16) $ .82
======== ======== ======== ========
Earnings (loss) per common share - diluted:
Earnings (loss) before cumulative effect of
change in accounting principle $ .31 $ .62 $ (.06) $ .83
Cumulative effect of change in
accounting principle (.10) (.02)
-------- -------- -------- --------
Net earnings (loss) $ .31 $ .62 $ (.16) $ .81
======== ======== ======== ========
Cash dividends per common share $ .17 $ .17 $ .34 $ .34
======== ======== ======== ========
Average common shares
outstanding (millions) - basic 99.1 102.7 99.1 102.7
======== ======== ======== ========
Average common shares
outstanding (millions) - diluted 99.5 103.9 99.1 104.2
======== ======== ======== ========
See notes to financial statements.
3
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
STATEMENTS OF CASH FLOWS (unaudited)
- -------------------------
(All dollar amounts in millions)
First Half Ended
---------------------------------------
July 1, July 2,
2001 2000
----------------- -----------------
Cash flows from operating activities:
Net earnings (loss) $ (16.0) $ 84.7
Adjustments to reconcile net earnings (loss) to
net cash (used in) operating activities:
Depreciation, amortization and depletion of
property, plant and equipment 141.0 137.1
Depreciation and amortization of other assets 31.9 30.2
Deferred income taxes (11.2) 21.3
Investees-earnings and dividends (3.4) (1.5)
Cumulative effect of change in accounting principle 10.4 2.4
Other (2.1) (6.2)
Change in current assets and liabilities:
Accounts receivable (120.0) (75.2)
Inventories (93.7) (142.0)
Other current assets 4.9 (4.9)
Accounts payable and accrued liabilities (66.2) (54.1)
------- -------
Net cash (used in) operating activities (124.4) (8.2)
Cash flows from investing activities:
Capital expenditures (93.3) (84.1)
Additions to equipment rented to others (15.6) (14.1)
Other 5.9 (13.7)
------- -------
Net cash (used in) investing activities (103.0) (111.9)
Cash flows from financing activities:
Additional borrowings 113.9
Payments on borrowings (.8) (21.7)
Notes payable 132.6 137.2
Cash dividends paid (33.1) (34.9)
Common shares issued 5.2 6.4
Common shares purchased (7.7)
------- -------
Net cash provided by financing activities 217.8 79.3
------- -------
(Decrease) in cash and cash equivalents (9.6) (40.8)
Cash and cash equivalents at beginning of year 29.4 56.4
------- -------
Cash and cash equivalents at end of quarter $ 19.8 $ 15.6
======= =======
See notes to financial statements.
4
THE MEAD CORPORATION AND CONSOLIDATED SUBSIDIARIES
- --------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- -----------------------------
(All dollar amounts in millions)
A - FINANCIAL STATEMENTS
The balance sheet at December 31, 2000, 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 of normal recurring
adjustments) necessary to present fairly the financial position and results of
operations for the interim periods presented have been made. These financial
statements should be read in conjunction with the company's Annual Report on
Form 10-K for the year ended December 31, 2000. The results of operations for
the second quarter ended July 1, 2001, are not necessarily indicative of the
results for the full year.
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 1, Dec. 31,
2001 2000
-------- --------
Finished and semi-finished products $434.3 $360.1
Raw materials 133.3 117.2
Stores and supplies 87.6 84.2
------ ------
$655.2 $561.5
====== ======
D - LOCATION CLOSURES AND EMPLOYEE TERMINATION COSTS
During 2000, the company recorded a pretax charge of $9.5 million in cost of
sales associated with the shutdown and disposal of one Consumer and Office
Products location and the shutdown of one Packaging and Paperboard location.
The charges included $1.3 million for transferring equipment to other locations,
$6.8 million for severance costs including medical, dental and other benefits,
and an additional $1.4 million in depreciation expense. Machinery and equipment
was transferred to various Consumer and Office Products and Packaging and
Paperboard locations and expensed as incurred. The severance costs, all of
which have been paid, related to 269 salaried and hourly employees who left the
company on or before April 1, 2001.
5
E - SHAREOWNERS' EQUITY
The company has outstanding authorization from the Board of Directors to
repurchase up to ten million common shares; however, no shares were repurchased
in the second quarter of 2001. As of the second quarter of 2001, 4.1 million
shares have been repurchased on the open market.
Comprehensive earnings for the half years ended July 1, 2001 and July 2, 2000
were $(0.9) million and $73.4 million, respectively. Comprehensive earnings for
the quarters ended July 1, 2001 and July 2, 2000, were $33.3 million and $58.8
million, respectively. The difference between net earnings and comprehensive
earnings for the first half ended July 1, 2001 relates to the change in foreign
currency translation adjustment, unrealized loss on available-for-sale
securities, additional minimum pension liability and the adoption of Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities."
F - ADDITIONAL INFORMATION ON CASH FLOWS
First Half Ended
--------------------------------
July 1, July 2,
2001 2000
--------- ---------
Cash paid for:
Interest $ 54.8 $ 57.5
======== ========
Income Taxes $ 31.8 $ 43.4
======== ========
6
G - SEGMENT INFORMATION
Second Quarter Ended First Half Ended
----------------------------- -----------------------------
July 1, July 2, July 1, July 2,
2001 2000 2001 2000
-------- -------- -------- --------
Net sales:
Industry segments:
Paper $ 463.0 $ 454.4 $ 939.3 $ 923.0
Packaging and Paperboard 411.8 435.6 775.0 824.4
Consumer and Office Products 277.1 261.4 382.1 357.6
-------- -------- -------- --------
Total $1,151.9 $1,151.4 $2,096.4 $2,105.0
======== ======== ======== ========
Earnings (loss) from operations
before income taxes:
Industry segments:
Paper $ (2.8) $ 50.5 $ (9.1) $ 99.0
Packaging amd Paperboard 44.2 53.6 56.1 95.8
Consumer and Office Products 41.6 34.3 33.1 22.4
Corporate and other (1) (46.1) (45.6) (91.3) (94.2)
-------- -------- -------- --------
Total $ 36.9 $ 92.8 $ (11.2) $ 123.0
======== ======== ======== ========
(1) Corporate and other includes
the following:
Other revenues $ 2.3 $ 2.4 $ 1.9 $ 4.4
Interest and debt expense (29.5) (31.3) (58.3) (61.0)
General corporate expenses (18.9) (16.7) (34.9) (37.6)
-------- -------- -------- --------
Total $ (46.1) $ (45.6) $ (91.3) $ (94.2)
======== ======== ======== ========
Identifiable assets have not changed significantly at July 1, 2001, compared to
December 31, 2000.
H - DERIVATIVES FINANCIAL INSTRUMENTS
Effective January 1, 2001, the company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
All derivative instruments are required to be recorded on the balance sheet at
fair value. If the derivative is designated as a fair value hedge, the changes
in the fair value of the derivative and of the hedged item attributable to the
hedged risk are recognized in earnings. If the derivative is designated as a
cash flow hedge, the effective portion of the change in the fair value of the
derivative is recorded in other comprehensive loss and is recognized in the
income statement when the hedged item affects earnings. Ineffective portions of
changes in the fair value of cash flow hedges are recognized in earnings.
7
The adoption of SFAS No. 133 resulted in a cumulative effect after-tax charge to
earnings of $10.4 million and a reduction in other comprehensive loss of $10.3
million. The reduction to income is mostly attributable to an embedded option
within a convertible debenture classified as an available for sale investment.
The debenture was received as part of the consideration for the sale of an
equity investee in 1999. The embedded derivative has been bifurcated from the
debenture and is not designated as a hedge. The change in fair value of the
derivative during the second quarter of 2001 is recorded in other revenues.
The net derivative loss included in other comprehensive loss at the end of the
second quarter 2001 which is expected to be reclassified to earnings within the
next 12 months is approximately $240 thousand.
The company uses various derivative financial instruments as part of an overall
strategy to manage exposures to market risks associated with interest rates,
commodity prices and foreign currency exchange fluctuations. The company's
objective for engaging in derivatives is to manage the risks to an acceptable
level while using the most cost effective methods.
Interest Rate Risk
The company utilizes interest rate swap and cap agreements to manage its
interest rate risk on its debt instruments including the reset of interest rates
on variable rate debt. As part of an overall strategy to maintain an acceptable
level of exposure to interest rate fluctuation, the company has developed a
targeted mix of fixed-rate or cap-protected debt and variable rate debt. To
efficiently manage this mix, the company may utilize interest rate swap and cap
agreements. The company utilizes interest rate cap agreements to limit the
impact of increases in interest rates on its floating rate. The fair value of
the cap is not material. The company has interest rate swaps with a $34.3
million notional amount designated as fair value hedges of certain fixed rate
borrowings. The maturity dates on these swaps match the maturity dates of the
underlying debt. Included in other revenues is pre-tax income of approximately
$590 thousand associated with the ineffectiveness of fair value hedges of
interest rate risk during the second quarter. The company also has an interest
rate swap with a notional amount of $50 million and remaining life of five
years, designated as a cash flow hedge. There was no ineffectiveness during the
second quarter of 2001 for this hedge.
Commodities Price Risk
The company is exposed to price changes in raw materials, components, and items
purchased for resale. The prices of some of these items can vary significantly
over time due to changes in the markets in which the company's many suppliers
operate. The company's selling prices often change in a similar fashion,
although often to a greater or lesser degree. The company currently uses a
limited amount of derivative financial instruments to manage its exposure to
changes in certain commodity prices. The company has entered swap transactions
on a notional amount of old corrugated containers ("OCC") and corrugated medium
sales. These contracts are designated as cash flow hedges of the forecasted
purchases of OCC and forecasted sales of medium. There is no ineffectiveness
associated with these contracts.
8
Foreign Currency Risk
The company uses foreign currency forward contracts to manage the foreign
currency exchange risks associated with its international operations. The
company utilizes forward contracts which are short-term in duration and receives
or pays the difference between the contracted forward rate and the exchange rate
at the settlement date. The forward contracts, which are not designated as
hedging instruments under SFAS No. 133, are used to hedge the impact of the
variability of exchange rates on the company's cash flow.
I - ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 eliminates the pooling-of-interests method of accounting
for combinations. SFAS No. 142 eliminates the amortization of purchased
goodwill and requires goodwill to be reviewed for impairment at least annually
and expensed to earnings only in the periods in which the recorded value of
goodwill is more than the fair value. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001, and SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001. The company is evaluating the
potential impact of these statements.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
RESULTS OF OPERATIONS
- ---------------------
Net sales
- ---------
Net sales in the second quarter of 2001 of $1.152 billion were essentially
unchanged from $1.151 billion in the second quarter of 2000. For the first half
of 2001, net sales of $2.096 billion were essentially unchanged from $2.105
billion in the first half of 2000. In the first half of 2001, an increase in
sales volume of coated paper and corrugating medium was offset by lower selling
prices for those products compared to the first half of 2000.
Costs and expenses
- ------------------
Cost of sales in the second quarter of $964.4 million increased 6% from $906.4
million in 2000. For the first half, cost of sales of $1.815 billion increased
8% from $1.683 billion in the first half of 2000. The increase in both periods
was primarily a result of higher costs for energy and energy-related raw
materials and higher shipment volumes of paper and containerboard. For the
second quarter, selling and administrative expenses of $123.7 million decreased
2% from $125.6 million in 2000. For the first half of 2001, selling and
administrative expenses of $237.2 million decreased 3% from $244.2 million. The
decreases were primarily a result of reduced expenses for travel and
entertainment, consulting and compensation-related items.
Interest and debt expense
- -------------------------
Interest and debt expense in the second quarter of $29.5 million decreased 6%
from $31.3 million in the second quarter of 2000. In the first half of 2001,
interest and debt expense of $58.3 million decreased 4% from $61.0 million in
the first half of 2000. The decreases in 2001 resulted from lower interest
rates.
Income taxes
- ------------
The effective income tax rate was 21.4% in the second quarter of 2001 and for
the first half of 2001 compared to 35.0% in the second quarter of 2000 and 35.4%
in the first half of 2000. The tax rate was lower than in 2000 due to the tax
benefits of certain export sales arrangements combined with expected lower
earnings levels in 2001.
Equity in net earnings of investees
- -----------------------------------
Mead's share of earnings from investees was $2.0 million compared to $3.6
million in the second quarter of 2000. For the first half, equity in earnings
from investees was $3.2 million compared to $7.6 million in the first half of
2000. The decline was a result of lower selling prices for oriented strand board
(OSB).
Net earnings (loss)
- -------------------
Mead reported net earnings of $31.0 million in the second quarter of 2001
compared to $63.9 million in the second quarter of 2000. For the first half of
2001, Mead reported a net loss of $16.0 million compared to net earnings of
$84.7 million in the first half of 2000. The decline in earnings in the first
half of 2001 compared to the first half of 2000 was primarily a result of lower
selling prices for coated paper and corrugating medium and higher costs for
energy and energy-related raw materials.
In the first half of 2001, net earnings also included a first quarter after-tax
charge of $10.4 million for the cumulative effect of an accounting change
related to adoption of Statement of Financial Accounting Standards No. 133. In
the first half of 2000, net earnings included a first quarter after-tax charge
of $2.4
10
million, reflecting the cumulative effect of a change in accounting principle
related to adoption of Securities and Exchange Commission Staff Accounting
Bulletin No. 101.
Financial Data by Business
Paper segment
Second Quarter First Half
------------------------- --------------------------
2001 2000 % Change 2001 2000 % Change
------ ------ -------- ------ ------ ----------
(All dollar amounts in millions)
Net sales $463.0 $454.4 2% $939.3 $923.0 2%
Segment earnings (loss)
before income tax (2.8) 50.5 (106)% (9.1) 99.0 (109)%
Earnings in the Paper segment declined from the second quarter and first half of
2000 as a result of lower selling prices for coated paper, higher costs for
energy and certain raw materials, and less efficient operations. Selling prices
for coated paper in the second quarter were 10% below the level for the second
quarter of 2000, primarily as a result of high levels of imports which led to
increased supply and an economic slowdown which led to weak demand. Shipments
of carbonless paper increased during the first half of 2001 compared to the
first half of 2000 as a result of a multi-year sales agreement signed in late
2000 with a new customer. Operating issues at the Ohio mill during the first
quarter of 2001 continued to affect performance in the second quarter. These
issues were resolved by the end of the second quarter. In Mead's specialty
paper businesses, results were below the level of the second quarter of 2000,
reflecting the effects of the slowing economy and the strong U.S. dollar.
Packaging and Paperboard segment
Second Quarter First Half
-------------------------- --------------------------
2001 2000 % Change 2001 2000 % Change
------ ------ -------- ------ ------ ----------
(All dollar amounts in millions)
Net sales $411.8 $435.6 (5)% $775.0 $824.4 (6)%
Segment earnings
before income tax 44.2 53.6 (18)% 56.1 95.8 (41)%
Net sales in the Packaging and Paperboard segment declined 5% in the second
quarter and 6% in the first half of 2001 compared to the prior year. Earnings
declined 18% in the second quarter of 2001 and 41% in the first half of 2001
compared to 2000. The decline in earnings was primarily a result of lower
selling prices for corrugating medium which were 15% lower in the second quarter
of 2001 than in the second quarter of 2000. Shipments of corrugating medium
declined 5% in the first half of 2001 compared to the first half of 2000. To
better match production to demand, the Containerboard division slowed production
of corrugating medium at its Stevenson, Alabama, mill, taking the equivalent of
43,000 tons of market-related downtime during the first half of 2001. Segment
earnings were also affected by higher costs for energy and certain raw materials
and the effect of foreign currency exchange rates on international sales of
packaging and coated paperboard.
11
In the company's Coated Board system, results from the worldwide beverage
packaging business reflected stable volumes overall, as an increase in North
American soft drink volume offset weakness in European markets. Shipments to
open-market customers of coated paperboard increased during the first half of
2001 compared to the first half of 2000. Pricing for coated paperboard in the
open market was essentially unchanged in the first half of 2001 compared to the
first half of 2000.
Consumer and Office Products segment
Second Quarter First Half
-------------------------- --------------------------
2001 2000 % Change 2001 2000 % Change
------ ------ -------- ------ ------ --------
(All dollar amounts in millions)
Net sales $277.1 $261.4 6% $382.1 $357.6 7%
Segment earnings
before income tax 41.6 34.3 21% 33.1 22.4 48%
Sales in the Consumer and Office Products segment increased 6% in the second
quarter and 7% in the first half of 2001 compared to the same periods in 2000.
Segment earnings increased 21% in the second quarter and 48% in the first half
of 2001 compared to 2000. The increase in operating performance was a result of
consolidation of converting facilities, improved efficiency of a more integrated
business organization developed from the former School and Office Products and
AT-A-GLANCE units, sales growth in Mexico and overall volume gains. In the
second quarter, shipments were strong as Mead's line of school products,
including new proprietary and licensed products, were well received by retailers
in preparation for the back-to-school selling season in the third quarter.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Working capital on July 1, 2001 was $296 million compared to $269 million on
December 31, 2000. The current ratio of 1.3 at the end of the second quarter of
2001 was unchanged from December 31, 2000. Inventories and accounts receivable
increased from December 31, 2000 due in large part to sales growth and the
seasonal build in the first half of the year, primarily in the Consumer and
Office Products business. In the second quarter, inventories were up 2% from the
level of the second quarter of 2000 as higher levels in Consumer and Office
Products were offset by lower levels in paper and paperboard.
Long-term debt as a percentage of total capital (long-term debt plus
shareowner's equity) was 36.0% at the end of the second quarter compared to
35.6% on December 31, 2000. Total debt to total capital at the end of the
second quarter 2001 was 42.9% compared to 39.0% on December 31, 2000, reflecting
the seasonality of the Consumer and Office Products business.
Capital expenditures totaled $93 million for the first half of 2001 compared to
$84 million for the first half of 2000.
At the end of the second quarter, Mead paid a fixed rate or a capped rate of
interest on 60% of its debt and paid a floating rate of interest on the
remainder. A change of 1% in the floating interest rate, on an annual basis,
would result in a $.03 change in earnings per share for the year. The estimated
market value of debt was $9.5 million less than book value at the end of the
second quarter.
12
OUTLOOK
- -------
During the quarter, Mead continued the multi-year implementation of an
enterprise resource planning ("ERP") software system across the company. Mead
expects to spend approximately $125 million to implement the ERP system between
1998 and early 2003. Through the second quarter of 2001, the company had spent
a total of $89 million. In 2000, Mead implemented the system at its Coated
Board division and implemented a portion of the system, the source and supply
components, at its other four major mills. During the first half of 2001, the
company's three major paper mills completed the system implementation by adding
the order management components. The company's containerboard mill is scheduled
to complete the ERP implementation later this year. Implementation at
additional company divisions will follow in 2002 and 2003.
Mead expects energy-related costs to be higher in the second half of 2001 than
for the same period last year. In the first half of 2001, energy-related costs
increased approximately $34 million on a pretax basis compared to the first half
of 2000.
In its more cyclical businesses of containerboard and coated paper, the company
expects lower prices in the second half of 2001 compared to the second half of
2000 as a result of a weaker economy and a continuing strong dollar. To better
match production to demand in the second half of 2001, Mead expects to take
production downtime of approximately 15,000 tons in corrugating medium, and it
expects to reduce coated paper production by 50,000 to 55,000 tons.
The impact of foreign currency fluctuations, primarily the Euro and the Canadian
dollar, can affect the results of the company's businesses, directly in the
packaging and paperboard segment and indirectly in the paper segment. The
general strength of retail sales can affect results for the Consumer and Office
Products segment.
In 2001, the company expects to continue capital spending at a level below the
rate of depreciation. Mead expects capital expenditures for the year will total
less than $250 million, subject to opportunities that may be presented to and
pursued by the company.
FORWARD-LOOKING STATEMENTS
- --------------------------
Forward-looking statements throughout this report are based upon current
expectations and are subject to numerous risks and uncertainties, which could
cause actual results to differ materially from those expressed. These risks and
uncertainties include, but are not limited to: growth in supply of different
sectors of the paper and forest products industry, particularly in the U.S.,
Europe and Asia Pacific; demand for paper and paperboard in the U.S., Europe and
Asia Pacific markets; market prices for these products; fluctuations in foreign
currency, primarily in Europe and Canada; stability of financial markets;
capacity spending levels in the industry; general business and economic
conditions in the U.S., Europe, Asia Pacific and Latin America; interest rates
and their volatility; energy costs and availability; government actions;
competitive factors; and opportunities that may be presented to and pursued by
the company not known at this time.
13
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, 2000.
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 26,
2001.
(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 G. Breen, Duane E. Collins, William E.
Hoglund, James G. Kaiser, Robert J. Kohlhepp, John A. Krol, Susan J.
Kropf, Heidi G. Miller, 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 G. Breen 83,847,846 2,996,596 -0- -0-
Duane E. Collins 83,871,299 2,973,143 -0- -0-
William E. Hoglund 83,870,887 2,973,555 -0- -0-
James G. Kaiser 83,870,977 2,973,465 -0- -0-
Robert J. Kohlhepp 83,871,599 2,972,843 -0- -0-
John A. Krol 83,870,977 2,973,465 -0- -0-
Susan J. Kropf 83,870,852 2,973,590 -0- -0-
Heidi G. Miller 83,663,922 3,180,520 -0- -0-
Lee J. Styslinger, Jr. 83,869,847 2,974,595 -0- -0-
Jerome F. Tatar 83,866,706 2,977,736 -0- -0-
J. Lawrence Wilson 83,870,427 2,974,015 -0- -0-
(d) The results of the proposal to approve the Amendment to The Mead
Corporation 1996 Stock Option Plan are as follows:
Number of Votes
---------------
For Against Abstentions Broker Non-Votes
--- ------- ----------- ----------------
77,833,279 7,785,932 1,225,231 -0-
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
(10) Material Contracts:
(1) Amendment dated February 22, 2001 to the
Registrant's 1996 Stock Option Plan.
(2) Third Amendment to Benefit Trust Agreement
effective June 28, 2001 between Registrant and
Key Bank, N.A.
(b) No current reports on Form 8-K were filed with the Commission in
the second quarter of 2001.
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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 8, 2001
THE MEAD CORPORATION
- --------------------
(Registrant)
By: /s/ PETER H. VOGEL, JR.
------------------------------------------
Peter H. Vogel, Jr.
Vice President, Finance and Treasurer
(Chief Accounting Officer)
16