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UNITED STATES
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 September 30, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _______________ to _______________
Commission File Number 1-3157
INTERNATIONAL PAPER COMPANY
(Exact name of registrant as specified in its charter)
New York 13-0872805
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
400 Atlantic Street, Stamford, CT 06921
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 541-8000
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 shares outstanding of the registrant's common stock as of October
31, 2001 was 481,960,115
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INTERNATIONAL PAPER COMPANY
INDEX
PART I. Financial Information Page No.
------------
Item 1. Financial Statements
Consolidated Statement of Earnings -
Three Months and Nine Months Ended September 30, 2001 and 2000 1
Consolidated Balance Sheet -
September 30, 2001 and December 31, 2000 2
Consolidated Statement of Cash Flows -
Nine Months Ended September 30, 2001 and 2000 3
Consolidated Statement of Common Shareholders' Equity -
Nine Months Ended September 30, 2001 and 2000 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 18
Financial Information by Industry Segment 27
Item 3. Quantitative and Qualitative Disclosures About Market Risk 29
PART II. Other Information
Item 1. Legal Proceedings 30
Item 2. Changes in Securities and Use of Proceeds 31
Item 3. Defaults upon Senior Securities *
Item 4. Submission of Matters to a Vote of Security Holders *
Item 5. Other Information 32
Item 6. Exhibits and Reports on Form 8-K 33
Signatures 33
* Omitted since no answer is called for, answer is in the negative or
inapplicable.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTERNATIONAL PAPER COMPANY
Consolidated Statement of Earnings
(Unaudited)
(In millions, except per share amounts)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
2001 2000 2001 2000
------------- ------------- ------------- -------------
Net Sales $ 6,529 $ 7,801 $ 20,109 $ 20,952
------- ------- -------- --------
Costs and Expenses
Cost of products sold 4,789 5,549 14,841 14,805
Selling and administrative expenses 530 553 1,696 1,637
Depreciation and amortization 474 578 1,407 1,443
Distribution expenses 287 335 840 872
Taxes other than payroll and income taxes 67 63 213 187
Merger integration costs - 15 42 27
Restructuring and other charges 481 125 946 196
(Gains) losses on sales and impairments
of businesses held for sale (47) - 38 -
------- ------- -------- --------
Total Costs and Expenses 6,581 7,218 20,023 19,167
------- ------- -------- --------
Reversal of reserves no longer required - 6 - 6
------- ------- -------- --------
Earnings (Loss) Before Interest, Income Taxes, Minority
Interest, Extraordinary Items and Cumulative Effect
of Accounting Change (52) 589 86 1,791
Interest expense, net 235 278 718 565
------- ------- -------- --------
Earnings (Loss) Before Income Taxes, Minority
Interest, Extraordinary Items and Cumulative Effect
of Accounting Change (287) 311 (632) 1,226
Income tax provision (benefit) (45) 71 (174) 349
Minority interest expense, net of taxes 33 65 112 188
------- ------- -------- --------
Earnings (Loss) Before Extraordinary Items
and Cumulative Effect of Accounting Change (275) 175 (570) 689
Gains (losses) on sales of investments and businesses,
net of taxes and minority interest - (310) (46) (176)
Cumulative effect of change in accounting
for derivatives and hedging activities, net
of taxes and minority interest - - (16) -
------- ------- -------- --------
Net Earnings (Loss) $ (275) $ (135) $ (632) $ 513
======= ======= ======== ========
Basic and Diluted Earnings Per Common Share
Net earnings (loss) before extraordinary items
and accounting change $ (0.57) $ 0.36 $ (1.18) $ 1.57
Extraordinary items - (0.64) (0.10) (0.40)
Cumulative effect of accounting change - - (0.03) -
------- ------- -------- --------
Net earnings (loss) $ (0.57) $ (0.28) $ (1.31) $ 1.17
======= ======= ======== ========
Average Shares of Common Stock Outstanding 482.9 481.6 482.9 438.9
======= ======= ======== ========
Cash Dividends Per Common Share $ 0.25 $ 0.25 $ 0.75 $ 0.75
======= ======= ======== ========
The accompanying notes are an integral part of these financial statements.
1
INTERNATIONAL PAPER COMPANY
Consolidated Balance Sheet
(Unaudited)
(In millions)
September 30, December 31,
2001 2000
------------ -------------
Assets
Current Assets
Cash and temporary investments $ 2,019 $ 1,198
Accounts and notes receivable, net 3,083 3,433
Inventories 2,740 3,182
Assets of businesses held for sale 999 1,890
Other current assets 1,092 752
-------- --------
Total Current Assets 9,933 10,455
-------- --------
Plants, Properties and Equipment, net 14,833 16,011
Forestlands 4,389 5,966
Investments 256 269
Goodwill 6,536 6,310
Deferred Charges and Other Assets 3,395 3,098
-------- --------
Total Assets $ 39,342 $ 42,109
======== ========
Liabilities and Common Shareholders' Equity
Current Liabilities
Notes payable and current maturities of long-term debt $ 1,203 $ 2,115
Accounts payable 1,710 2,113
Accrued payroll and benefits 436 511
Liabilities of businesses held for sale 231 541
Other accrued liabilities 2,239 2,133
-------- --------
Total Current Liabilities 5,819 7,413
-------- --------
Long-Term Debt 13,364 12,648
Deferred Income Taxes 4,186 4,699
Other Liabilities 1,978 2,155
Minority Interest 1,350 1,355
International Paper - Obligated Mandatorily Redeemable Preferred
Securities of Subsidiaries Holding International Paper Debentures 1,805 1,805
Common Shareholders' Equity
Common stock, $1 par value, 484.2 shares in 2001 and 2000 484 484
Paid-in capital 6,459 6,501
Retained earnings 5,315 6,308
Accumulated other comprehensive income (loss) (1,330) (1,142)
-------- --------
10,928 12,151
Less: Common stock held in treasury, at cost, 2001 - 2.3 shares,
2000 - 2.7 shares 88 117
-------- --------
Total Common Shareholders' Equity 10,840 12,034
-------- --------
Total Liabilities and Common Shareholders' Equity $ 39,342 $ 42,109
======== ========
The accompanying notes are an integral part of these financial statements.
2
INTERNATIONAL PAPER COMPANY
Consolidated Statement of Cash Flows
(Unaudited)
(In millions)
Nine Months Ended
September 30,
----------------------------------
2001 2000
------- -------
Operating Activities
Net earnings (loss) $ (632) $ 513
Cumulative effect of accounting change 16 -
Depreciation and amortization 1,407 1,443
Deferred income tax benefit (369) (34)
Payments related to restructuring reserves, legal reserves and
merger integration costs (315) (192)
Merger integration costs 42 27
Restructuring and other charges 946 196
Reversal of reserves no longer required - (6)
Impairment losses on businesses to be sold 135 460
Net gains on sales of investments and businesses (24) (385)
Other, net (10) 152
Changes in current assets and liabilities
Accounts and notes receivable 4 (313)
Inventories 283 (63)
Accounts payable (221) (115)
Accrued liabilities (128) 207
Other (108) (10)
------- -------
Cash Provided by Operations 1,026 1,880
------- -------
Investment Activities
Invested in capital projects (688) (908)
Mergers and acquisitions, net of cash acquired (150) (5,618)
Proceeds from divestitures 1,552 1,393
Other (86) 44
------- -------
Cash Provided by (Used for) Investment Activities 628 (5,089)
------- -------
Financing Activities
Issuance of common stock 20 43
Issuance of debt 2,753 6,328
Reduction of debt (2,996) (1,896)
Change in bank overdrafts (176) (202)
Dividends paid (361) (327)
Other 2 105
------- -------
Cash (Used for) Provided by Financing Activities (758) 4,051
------- -------
Effect of Exchange Rate Changes on Cash (75) (124)
------- -------
Change in Cash and Temporary Investments 821 718
Cash and Temporary Investments
Beginning of the period 1,198 453
------- -------
End of the period $ 2,019 $ 1,171
======= =======
The accompanying notes are an integral part of these financial statements.
3
INTERNATIONAL PAPER COMPANY
Consolidated Statement of Common Shareholders' Equity
(Unaudited)
(In millions, except share amounts in thousands)
Nine Months Ended September 30, 2001
Accumulated Total
Other Common
Common Stock Issued Paid-in Retained Comprehensive Treasury Stock Shareholders'
Shares Amount Capital Earnings Income (Loss) Shares Amount Equity
---------- -------- --------- -------- ------------- -------- ------ -------------
Balance, December 31, 2000 484,160 $ 484 $ 6,501 $ 6,308 $ (1,142) 2,690 $ 117 $ 12,034
Issuance of stock for various
plans 52 - (42) - - (1,656) (73) 31
Repurchase of stock - - - - - 1,240 44 (44)
Cash dividends - Common
stock ($0.75 per share) - - - (361) - - - (361)
Comprehensive income (loss):
Net loss - - - (632) - - - (632)
Change in cumulative
foreign currency
translation adjustment - - - - (139) - - (139)
Unrealized gain (loss) on cash
flow hedging derivatives - - - - (49) - - (49)
--------
Total comprehensive
income (loss) - - - - - - - (820)
------- ----- ------- ------- -------- ----- ---- --------
Balance, September 30, 2001 484,212 $ 484 $ 6,459 $ 5,315 $ (1,330) 2,274 $ 88 $ 10,840
======= ===== ======= ======= ======== ===== ==== ========
Nine Months Ended September 30, 2000
Accumulated Total
Other Common
Common Stock Issued Paid-in Retained Comprehensive Treasury Stock Shareholders'
Shares Amount Capital Earnings Income (Loss) Shares Amount Equity
---------- -------- --------- -------- ------------- -------- ------ -------------
Balance, December 31, 1999 414,584 $ 415 $ 4,078 $ 6,613 $ (739) 1,216 $ 63 $ 10,304
Issuance of stock for
merger 68,706 69 2,360 - - - - 2,429
Issuance of stock for various
plans 818 - 35 - - (184) (9) 44
Repurchase of stock - - - - - 1,710 66 (66)
Cash dividends - Common
stock ($0.75 per share) - - - (327) - - - (327)
Comprehensive income (loss):
Net earnings - - - 513 - - - 513
Change in cumulative
foreign currency
translation adjustment - - - - (325) - - (325)
--------
Total comprehensive
income (loss) - - - - - - - 188
------- ----- ------- ------- -------- ----- ----- --------
Balance, September 30, 2000 484,108 $ 484 $ 6,473 $ 6,799 $ (1,064) 2,742 $ 120 $ 12,572
======= ===== ======= ======= ======== ===== ===== ========
The accompanying notes are an integral part of these financial statements.
4
INTERNATIONAL PAPER COMPANY
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and, in the opinion of
Management, include all adjustments (consisting only of normal recurring
accruals), which are necessary for the fair presentation of results for the
interim periods. It is suggested that these consolidated financial statements be
read in conjunction with the audited financial statements and the notes thereto
incorporated by reference in International Paper's Annual Report on Form 10-K
for the year ended December 31, 2000, which has previously been filed with the
Securities and Exchange Commission.
On June 20, 2000, International Paper acquired Champion International
Corporation (Champion) in a transaction accounted for as a purchase. Champion's
results of operations are included in the consolidated statement of earnings
beginning on the date of acquisition.
NOTE 2 - EARNINGS PER COMMON SHARE
Earnings per common share before extraordinary items and cumulative effect of
accounting change were computed by dividing earnings before extraordinary items
and cumulative effect of accounting change by the weighted average number of
common shares outstanding. Earnings per common share before extraordinary items
and cumulative effect of accounting change, assuming dilution, were computed
assuming that all potentially dilutive securities were converted into common
shares at the beginning of each period. A reconciliation of the amounts included
in the computation of earnings per common share before extraordinary items and
cumulative effect of accounting change, and earnings per common share before
extraordinary items and cumulative effect of accounting change, assuming
dilution, is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- -------------------------
In millions, except per share amounts 2001 2000 2001 2000
------------ ------------ ----------- -----------
Net earnings (loss) before extraordinary items
and cumulative effect of accounting change $ (275) $ 175 $ (570) $ 689
Effect of dilutive securities
Preferred securities of subsidiary trust - - - 12
------- ------ ------- ------
Net earnings (loss) before extraordinary items and
cumulative effect of accounting change - assuming dilution $ (275) $ 175 $ (570) $ 701
======= ====== ======= ======
Average common shares outstanding 482.9 481.6 482.9 438.9
Effect of dilutive securities
Preferred securities of subsidiary trust - - - 8.3
Stock options - 0.1 - 0.3
------- ------ ------- ------
Average common shares outstanding - assuming dilution 482.9 481.7 482.9 447.5
======= ====== ======= ======
Earnings (loss) per common share before extraordinary items
and cumulative effect of accounting change $ (0.57) $ 0.36 $ (1.18) $ 1.57
======= ====== ======= ======
Earnings (loss) per common share before extraordinary items
and cumulative effect of accounting change - assuming dilution $ (0.57) $ 0.36 $ (1.18) $ 1.57
======= ====== ======= ======
Note: If an amount does not appear in the above table, the security was
antidilutive for the period presented.
5
NOTE 3 - MERGERS, ACQUISITIONS AND DIVESTITURES
Mergers and Acquisitions:
- ------------------------
In April 2001, Carter Holt Harvey acquired Norske Skog's Tasman Kraft pulp
manufacturing business for $130 million in cash.
In June 2000, International Paper completed the acquisition of Champion, a
leading manufacturer of paper for business communications, commercial printing
and publications with significant market pulp, plywood and lumber manufacturing
operations. Champion shareholders received $50 in cash and $25 worth of
International Paper common stock for each Champion share. The acquisition was
completed for approximately $5 billion in cash and 68.7 million shares of
International Paper common stock having a market value of $2.4 billion.
Approximately $2.8 billion of Champion debt was assumed.
In April 2000, Carter Holt Harvey purchased CSR Limited's medium density
fiberboard and particleboard businesses and its Oberon sawmill for approximately
$200 million in cash.
In March 2000, International Paper acquired Shorewood Packaging Corporation, a
leader in the manufacture of premium retail packaging, for approximately $640
million in cash and the assumption of $280 million of debt.
All of these acquisitions were accounted for using the purchase method with the
related operating results included in the consolidated statement of earnings
from the dates of acquisition.
Divestitures:
- ------------
During the third quarter of 2001, International Paper completed the previously
announced divestitures of Masonite Corporation (Masonite) to Premdor Inc. of
Toronto, Canada for approximately $300 million in cash and a note receivable
with a face value of $108 million, its Flexible Packaging business to Exo-Tech
Packaging, LLC, a company sponsored by the Sterling Group, L.P., for
approximately $85 million in cash and its Curtis/Palmer hydroelectric generating
project in Corinth, New York to TransCanada Pipelines Limited for approximately
$285 million in cash. These transactions resulted in a net pre-tax gain of $97
million ($30 million after taxes) in the 2001 third quarter, which is included
with the $50 million impairment loss for Chemical Cellulose (see Note 6) in
"(Gains) Losses on Sales and Impairments of Businesses Held for Sale" in the
accompanying consolidated statement of earnings. Each of these divestitures is
subject to post-closing adjustments that could result in a change in the amount
realized by International Paper.
In March 2001, International Paper received $500 million in proceeds from the
sale of approximately 265,000 acres of forestlands in the state of Washington to
Ranier Timber Company, LLC.
In January 2001, International Paper conveyed its oil and gas properties and fee
mineral and royalty interests to Pure Resources, Inc. and its affiliates in a
transaction valued at approximately $260 million, resulting in an extraordinary
loss of $8 million after taxes. International Paper also completed the sale of
its interest in Zanders Feinpapiere AG, a European coated paper business, to
M-Real (formerly Metsa Serla) for approximately $120 million and the assumption
of $80 million of debt. This transaction resulted in an extraordinary loss of
$245 million after taxes and minority interest, which was recorded in the fourth
quarter of 2000 when the decision was made to sell this business below book
value.
In November 2000, International Paper sold its interest in Bush Boake Allen for
$640 million, resulting in an extraordinary gain of $183 million after taxes and
minority interest.
In January 2000, International Paper sold its equity interest in Scitex for $79
million, and Carter Holt Harvey sold its equity interest in Compania de
Petroleos de Chile for just over $1.2 billion. These sales resulted in a
combined extraordinary gain of $134 million after taxes and minority interest.
6
In 2000, International Paper announced a divestment program following the
Champion acquisition and the completion of a strategic analysis to focus on
International Paper's core businesses. Through September 30, 2001, approximately
$2.6 billion has been realized under the program, including cash and notes
received plus debt assumed by the buyers.
See Note 6 for additional information related to these divestitures.
NOTE 4 - SPECIAL ITEMS INCLUDING RESTRUCTURING AND OTHER CHARGES
Restructuring and Other Charges:
- -------------------------------
During the third quarter of 2001, restructuring and other charges totaling a net
pre-tax charge of $481 million ($341 million after taxes) were recorded. These
items included a $256 million pre-tax charge ($195 million after taxes) for
asset shutdowns of excess internal capacity and cost reduction actions, and a
$225 million pre-tax charge ($146 million after taxes) for additional Masonite
legal reserves. The $256 million pre-tax charge included $183 million of asset
write-downs and $73 million of severance and other charges as shown below:
Asset Severance
Write- and
In millions Downs Other Total
- ----------- ------- ----- -------
Printing Papers (a) $ 92 $ 43 $ 135
Consumer Packaging (b) 89 27 116
Distribution (c) 2 3 5
------ ---- -----
$ 183 $ 73 $ 256
====== ==== =====
(a) The Printing Papers business approved a plan to permanently shut down
the Erie, Pennsylvania mill due to excess capacity in pulp and paper;
and non-competitive cost of operations. Charges associated with the
Erie shutdown included $92 million to write the assets down to their
estimated salvage value, $24 million of severance costs covering the
termination of 797 employees, and other cash costs of $19 million.
(b) The Consumer Packaging business implemented a plan to exit the Aseptic
packaging business. This plan includes the permanent shutdown or sale
of various Aseptic packaging facilities. Included in this charge are
$89 million to write the assets down to their estimated realizable
value, $15 million of severance covering the termination of 300
employees, and $12 million of other cash costs.
(c) The Distribution business (xpedx) approved the permanent shut down of
its Nationwide Kansas City, Missouri distribution center to eliminate
excess internal capacity. The xpedx Olathe, Kansas facility will
continue to service Kansas City and outlying cities in the states of
Missouri and Kansas. Charges associated with the shutdown include $2
million of asset write-downs, $2 million of severance costs covering
the termination of 79 employees, and other cash costs of $1 million.
The $225 million charge represents an addition to the reserves for claims
relating to product manufactured by Masonite that was the subject of certain
class action lawsuits discussed in Note 11.
During the second quarter of 2001, a restructuring charge of $465 million before
taxes and minority interest ($300 million after taxes and minority interest) was
recorded. The $465 million charge was specifically for asset shutdowns of excess
internal capacity and cost reduction actions and included $240 million of asset
write-downs and $225 million of severance and other charges as shown below:
7
Asset Severance
Write- and
In millions Downs Other Total
- -------------- --------- ---------- ------
Printing Papers (a) $ 9 $ 23 $ 32
Consumer Packaging (b) 151 69 220
Industrial Packaging (c) 62 20 82
Industrial Papers (d) 3 5 8
Forest Products (e) 1 12 13
Distribution (f) 4 21 25
Carter Holt Harvey (g) 10 - 10
Administrative Support Groups (h) - 75 75
----- ----- -----
$ 240 $ 225 $ 465
===== ===== =====
(a) The Printing Papers business permanently shut down the Hudson River
mill No. 3 paper machine located in Corinth, New York due to excess
internal capacity. The machine was written down by $9 million to its
estimated fair value of zero. A severance charge of $10 million was
recorded to cover the termination of 208 employees. At September 30,
2001, 164 employees had been terminated. Also, the Printing Papers
business implemented a plan to streamline and realign administrative
functions at several of its locations. Charges associated with this
plan included $6 million of severance costs covering the termination of
82 employees, and other cash costs of $7 million. At September 30,
2001, 77 employees had been terminated.
(b) In June 2001, the Consumer Packaging business permanently shut down the
Moss Point, Mississippi mill and announced the permanent shut down of
its Clinton, Iowa facility due to excess internal capacity. Charges
associated with the Moss Point shutdown included $138 million to write
the assets down to their estimated salvage value, $21 million of
severance costs covering the termination of 363 employees, and other
cash costs of $20 million. At September 30, 2001, 357 employees had
been terminated. Charges associated with the Clinton shutdown included
$7 million to write the assets down to their estimated salvage value,
$7 million of severance costs covering the termination of 327
employees, and other cash costs of $3 million. At September 30, 2001,
102 employees had been terminated. Additionally, the Consumer Packaging
business implemented a plan to reduce excess internal capacity and
streamline administrative functions at several of its locations.
Charges associated with this plan included $6 million of asset
write-downs, $15 million of severance costs covering the termination
of 402 employees, and other cash costs of $3 million. At September 30,
2001, 184 employees had been terminated.
(c) The Industrial Packaging business permanently shut down the Savannah,
Georgia mill No. 2, No. 4 and No. 6 paper machines due to excess
internal capacity. The machines were written down by $62 million to
their estimated fair value of zero, with severance charges of $11
million also recorded to cover the termination of 290 employees. At
September 30, 2001, 168 employees had been terminated. Also, Industrial
Packaging implemented a plan to streamline and realign administrative
functions at several of its locations, resulting in a severance charge
of $9 million covering the termination of 146 employees. At September
30, 2001, 80 employees had been terminated.
(d) Industrial Papers implemented a plan to reduce excess internal capacity
and streamline administrative functions at several of its locations.
Charges associated with this plan included asset write-downs of $3
million and severance costs of $5 million covering the termination of
123 employees. At September 30, 2001, 52 employees had been terminated.
(e) The Forest Products business charge of $13 million reflects the
reorganization of its regional operating structure and streamlining of
administrative functions. The charge included $1 million of asset
write-
8
downs, $9 million of severance costs covering the termination of
100 employees, and other cash costs of $3 million. At September 30,
2001, 64 employees had been terminated.
(f) xpedx implemented a plan to consolidate duplicate facilities and
eliminate excess internal capacity. Charges associated with this plan
included $4 million of asset write-downs, $14 million of severance
costs covering the termination of 394 employees, and other cash costs
of $7 million. At September 30, 2001, 219 employees had been
terminated.
(g) The Carter Holt Harvey charge of $10 million was recorded to write down
the assets of its Mataura mill to their estimated fair value of zero as
a result of the decision to permanently shutdown this facility, which
had previously been indefinitely idled.
(h) During the second quarter of 2001, International Paper implemented a
cost reduction program to realign its administrative functions across
all business and staff support groups. As a result, a $75 million
severance charge was recorded covering the termination of 985
employees. At September 30, 2001, 590 employees had been terminated.
The following table presents a roll forward of the cumulative severance and
other costs included in the 2001 reserves for excess internal capacity and cost
reduction:
Severance
Dollars in millions and Other
- ---------------------- ---------
Opening balance - second quarter 2001 (3,420 employees) $ 225
Additions - third quarter 2001 (1,176 employees) 73
Cash charges - third quarter 2001 (2,057 employees) (62)
------
Balance, September 30, 2001 (2,539 employees) $ 236
======
During the third quarter of 2000, International Paper recorded a special pre-tax
charge of $125 million ($80 million after taxes) that represents an addition to
the reserves for claims relating to product manufactured by Masonite that was
the subject of certain class action lawsuits discussed in Note 11.
During the second quarter of 2000, a $71 million pre-tax charge ($42 million
after taxes and minority interest) was recorded for asset shutdowns of excess
internal capacity and cost reduction actions.
During the fourth quarter of 2000, International Paper recorded an additional
charge of $753 million before taxes and minority interest ($467 million after
taxes and minority interest) for asset shutdowns of excess internal capacity and
cost reduction actions. The following table presents a roll forward of the
cumulative severance and other costs included in these charges:
Severance
Dollars in millions and Other
- ------------------- ---------
Opening balance - second quarter 2000 (1,056 employees) $ 31
Additions - fourth quarter 2000 (3,187 employees) 217
Cash charges - 2000 (991 employees) (19)
-----
Balance, December 31, 2000 (3,252 employees) 229
Cash charges - first quarter 2001 (1,744 employees) (86)
Cash charges - second quarter 2001 (655 employees) (37)
Cash charges - third quarter 2001 (169 employees) (11)
-----
Balance, September 30, 2001 (684 employees) $ 95
=====
In addition, $13 million of 1999 reserves, primarily relating to severance,
which remained at the end of 2000 was paid during the first quarter of 2001.
9
Also during the fourth quarter of 2000, International Paper recorded a pre-tax
credit of $28 million ($17 million after taxes) for excess 1999 second and
fourth quarter restructuring reserves no longer required.
International Paper continually evaluates its operations for improvement. When
any such plans are finalized, costs or charges may be incurred in future periods
related to the implementation of these plans.
Merger Integration Costs:
- ------------------------
During the second and first quarters of 2001, International Paper recorded
pre-tax charges of $32 million ($22 million after taxes) and $10 million ($6
million after taxes), respectively, for Champion merger integration costs.
During the third quarter of 2000, International Paper recorded a pre-tax charge
of $15 million ($9 million after taxes), for merger integration costs related to
the Champion acquisition. Additionally, a $6 million pre-tax credit ($4 million
after taxes) was recorded in the 2000 third quarter for the reversal of
merger-related termination benefits no longer required. During the second and
first quarters of 2000, International Paper recorded pre-tax charges of $4
million ($3 million after taxes) and $8 million ($5 million after taxes),
respectively, for merger integration costs resulting from the Union Camp
acquisition. In the fourth quarter of 2000, an additional $27 million pre-tax
charge ($16 million after taxes) was recorded for merger integration costs
related to the Champion acquisition.
These merger integration costs consisted primarily of systems integration,
product line rationalization, employee retention, travel and other cash costs
related to the integrations of Champion and Union Camp.
NOTE 5 - INVENTORIES
Inventories by major category include:
September 30, December 31,
In millions 2001 2000
- ----------- ------------- ------------
Raw materials $ 353 $ 431
Finished pulp, paper and packaging products 1,658 1,912
Finished lumber and panel products 190 261
Operating supplies 476 473
Other 63 105
-------- --------
Total $ 2,740 $ 3,182
======== ========
NOTE 6 - BUSINESSES HELD FOR SALE
During 2000, International Paper announced a divestment program to sell certain
assets that are not strategic to its core businesses. The decision to sell these
businesses and certain other assets resulted from International Paper's
acquisition of Champion and the completion of its strategic analysis to focus on
its core businesses of Paper, Packaging and Forest Products.
Businesses in the divestment program being marketed at September 30, 2001
included Arizona Chemical, Chemical Cellulose, Decorative Products and other
smaller businesses. Sales and operating earnings for each of the nine-month
periods ended September 30, 2001 and 2000 for these businesses were:
Nine Months Ended
September 30,
---------------------------------
In millions 2001 2000
- ----------- ------- ----------
Sales $ 1,020 $ 1,161
Operating earnings (loss) (4) 70
10
The sales and operating earnings (losses) for these businesses, plus the results
of businesses sold during the first three quarters of 2001, are shown in "Other
Businesses" in Management's Discussion and Analysis. The assets of these
businesses, totaling $999 million at September 30, 2001 and $1.9 billion at
December 31, 2000, are included in "Assets of Businesses Held for Sale" in
current assets in the accompanying consolidated balance sheet. The liabilities
of these businesses, totaling $231 million at September 30, 2001 and $541
million at December 31, 2000, are included in "Liabilities of Businesses Held
for Sale" in current liabilities in the accompanying consolidated balance sheet.
The decreases in these balances since December 31, 2000 reflect divestitures and
impairment charges recorded in 2001.
In the third quarter of 2001, a pre-tax impairment loss of $50 million ($32
million after taxes) was recorded related to the Chemical Cellulose assets. In
the second quarter of 2001, a pre-tax impairment loss of $85 million ($55
million after taxes) was recorded related to the Flexible Packaging assets.
These charges were recorded to reduce the carrying values of the assets of these
businesses to their expected realizable values based on preliminary offers
received. These charges are included in "(Gains) Losses on Sales and Impairments
of Businesses Held for Sale" in the accompanying consolidated statement of
earnings.
During the first quarter of 2001, an extraordinary pre-tax charge of $60 million
($38 million after taxes) was recorded for impairment losses to reduce the
assets of Masonite to their estimated realizable value based on offers received.
During the third quarter of 2000, International Paper recorded an extraordinary
loss of $460 million before taxes ($310 million after taxes) to reflect the
estimated losses on the planned sales of Masonite and Zanders.
See Note 3 for additional information on the divestitures that have closed.
During the second quarter of 2001, a decision was made to continue to operate
the Fine Papers business that was previously held for sale. Accordingly,
industry segment information for prior periods has been restated to include this
business in the Printing Papers segment.
NOTE 7 - TEMPORARY INVESTMENTS
Temporary investments with a maturity of three months or less are treated as
cash equivalents and are stated at cost. Temporary investments totaled $1.6
billion and $581 million at September 30, 2001 and December 31, 2000,
respectively.
NOTE 8 - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION
Interest payments made during the nine-month periods ended September 30, 2001
and 2000 were $784 million and $487 million, respectively. Capitalized net
interest costs were $10 million for the nine months ended September 30, 2001 and
$19 million for the nine months ended September 30, 2000. Total interest expense
was $855 million for the nine months ended September 30, 2001 and $628 million
for the nine months ended September 30, 2000. The increase reflects debt
incurred in the acquisition of Champion. Income tax payments of $326 million
were made during the first three quarters of 2001 and $210 million during the
first three quarters of 2000. Distributions paid under all of International
Paper's preferred securities of subsidiaries were $102 million and $108 million
for the nine months ended September 30, 2001 and 2000, respectively, and are
included in minority interest expense.
Accumulated depreciation was $16.5 billion at September 30, 2001 and $16.1
billion at December 31, 2000. The allowance for doubtful accounts was $131
million at September 30, 2001 and $128 million at December 31, 2000.
11
NOTE 9 - LONG-TERM DEBT AND CONVERTIBLE DEBENTURES
In August 2001, International Paper issued $1 billion principal amount of 6.75%
Senior Unsecured Notes due September 1, 2011, which yielded net proceeds of $993
million under a previously filed shelf registration statement. These notes carry
a fixed interest rate with interest payable semi-annually on March 1 and
September 1 of each year, commencing on March 1, 2002. Most of the proceeds of
this issuance were used on October 8, 2001 to retire $800 million of money
market notes due in 2002.
In June 2001, International Paper completed a private placement offering of $2.1
billion principal amount at maturity zero-coupon Convertible Senior Debentures
due June 20, 2021, which yielded net proceeds of approximately $1.0 billion. The
debt accretes to face value at maturity at a rate of 3.75% per annum, subject to
upward adjustment if International Paper's stock price falls below a certain
level for a specified period. Also, the securities are convertible into shares
of International Paper common stock at the option of debenture holders upon an
upward change in International Paper's stock price in relation to the accreted
value of the debentures, or if the bond rating agencies downgrade International
Paper's debt below investment grade, or upon the debentures being called for
redemption by International Paper, or upon the occurrence of certain other
corporate events as defined in the debt agreement. International Paper may be
required to repurchase the securities on June 20th in each of the years 2004,
2006, 2011, and 2016 at a repurchase price equal to the accreted principal
amount to the repurchase date. International Paper also has the option to redeem
the securities on or after June 20, 2006 under certain circumstances. The net
proceeds of this issuance were used to retire higher interest rate commercial
paper borrowings.
NOTE 10 - RECENT ACCOUNTING DEVELOPMENTS
In October 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets". This statement
is effective for fiscal years beginning after December 15, 2001 and supersedes
SFAS No. 121 and the accounting and reporting provisions of APB No. 30. In
August 2001, the Financial Accounting Standards Board issued SFAS No. 143,
"Accounting for Asset Retirement Obligations". This statement is effective for
fiscal years beginning after June 15, 2002. International Paper has not yet
evaluated the impacts of adopting SFAS Nos. 144 and 143 on its consolidated
financial position.
In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 141 requires that all business combinations initiated after
June 30, 2001 be accounted for using the purchase method, thus eliminating the
use of pooling-of-interests accounting for business combinations. SFAS No. 142
changes the accounting for goodwill, eliminating the periodic charge to earnings
for goodwill amortization for fiscal years beginning after December 15, 2001.
Instead, the statement will require an annual assessment of goodwill for
impairment, or more frequent assessments if circumstances indicate a possible
impairment. Additionally, SFAS No.142 prescribes the accounting for identifiable
intangible assets acquired in a business combination. Whereas SFAS No. 141 is
effective for all business combinations initiated after June 30, 2001, SFAS No.
142 requires companies to continue to amortize goodwill existing at June 30,
2001 through the end of the current fiscal year, with periodic amortization
ceasing effective January 1, 2002. Goodwill amortization charges for the
nine-month period ended September 30, 2001 were $137 million. This amortization
charge will be discontinued on January 1, 2002. International Paper is currently
evaluating other possible impacts of adopting the provisions of SFAS No. 142,
including potential impairment of existing goodwill balances, but has not yet
quantified the impact on its consolidated financial position.
On January 1, 2001, International Paper adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended by SFAS Nos. 137 and
138. These statements require that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured by its fair value. These
statements also establish new accounting rules for hedge transactions, which
depend on the nature of the hedge relationship.
12
The cumulative effect of adopting SFAS No. 133 was a $25 million charge to net
earnings before taxes and minority interest ($16 million after taxes and
minority interest), and a net decrease of $9 million after taxes to Other
Comprehensive Income (OCI). The charge to net earnings primarily resulted from
recording the fair value of certain interest rate swaps, which do not qualify
under the new rules for hedge accounting treatment. The decrease to OCI
primarily resulted from adjusting the foreign currency contracts used as hedges
of net investments in foreign operations to fair value.
International Paper periodically uses derivatives and other financial
instruments to hedge exposures to interest rate, commodity and currency risks.
For hedges, which meet the SFAS No. 133 criteria, International Paper, at
inception, formally designates and documents the instrument as a hedge of a
specific underlying exposure, as well as the risk management objective and
strategy for undertaking each hedge transaction. Because of the high degree of
effectiveness between the hedging instrument and the underlying exposure being
hedged, fluctuations in the value of the derivative instruments are generally
offset by changes in the value or cash flows of the underlying exposures being
hedged. Derivatives are recorded in the consolidated balance sheet at fair value
in other current or noncurrent assets or liabilities. The earnings impact
resulting from the change in fair value of the derivative instruments is
recorded in the same line item in the consolidated statement of earnings as the
underlying exposure being hedged. The financial instruments that are used in
hedging transactions are assessed both at inception and quarterly thereafter to
ensure they are effective in offsetting changes in either the fair value or cash
flows of the related underlying exposures. The ineffective portion of a
financial instrument's change in fair value, if any, would be recognized
currently in earnings together with the changes in fair value of derivatives not
designated as hedges.
The counterparties to International Paper's contracts consist of a number of
major international financial institutions. International Paper monitors its
positions with, and the credit quality of, these financial institutions and does
not expect nonperformance by the counterparties.
Interest Rate Risk
Interest rate swaps may be used to manage interest rate risks associated with
International Paper's fixed rate debt. Some of these instruments qualify for
hedge accounting in accordance with SFAS No. 133 and others do not. Interest
rate swap agreements with a total notional amount of approximately $1 billion
and maturities ranging from one to 23 years do not qualify as hedges under SFAS
No. 133 and, consequently, were recorded at fair value on the transition date by
a charge to net earnings. For the three-month and nine-month periods ended
September 30, 2001, the change in fair value of the swaps was immaterial. Future
changes in fair value of these swaps are not expected to have a material impact
on earnings, although some volatility in a quarter is possible due to unforeseen
market conditions.
During the quarter ended September 30, 2001, International Paper entered into a
series of fixed-to-floating interest rate swap agreements with a notional amount
of $450 million that qualify as fair value hedges under SFAS No. 133. The
objective of these transactions was to take advantage of favorable interest
rates. These agreements had a fair value of $10 million at the end of the
quarter. Maturity dates range between four and six years. At September 30, 2001,
International Paper had $2.6 billion of floating rate debt with interest rates
that fluctuate based on market conditions and credit ratings.
International Paper's long-term debt is rated BBB by Standard & Poors and Baa2
by Moody's Investor Services, both with a stable outlook. In August 2001,
Moody's Investor Services lowered International Paper's long-term debt rating
from Baa1 negative outlook to Baa2 stable. Short-term debt ratings remained
unchanged at A-2 by Standard & Poors and P-2 by Moody's Investor Services.
Commodity Risk
To manage risks associated with future variability in cash flows attributable to
certain commodity purchases, International Paper currently uses natural gas swap
contracts with maturities of 12 months or less. Such cash flow hedges are
accounted for by deferring the quarterly change in fair value of the outstanding
contracts in
13
accumulated OCI. On the date a contract matures, the deferred gain
or loss is reclassified into cost of products sold concurrently with the
recognition of the commodity purchased. For the three-month and nine-month
periods ended September 30, 2001, International Paper reclassified after-tax
losses of $19 million and $20 million, respectively, from OCI to cost of
products sold. Such amounts represent the cash settlements on the maturing hedge
contracts. Unrealized after-tax losses of $9 million and $68 million,
respectively, were charged to OCI during the three-month and nine-month periods
ended September 30, 2001. An estimated additional $23 million of losses after
taxes is expected to be reclassified to earnings by the end of 2001. The fair
value of the swap contracts as of September 30, 2001 is a $64 million liability.
Foreign Currency Risk
International Paper's policy has been to hedge certain investments in foreign
operations with borrowings denominated in the same currency as the operation's
functional currency or by entering into long-term cross-currency and interest
rate swaps, or short-term foreign exchange contracts. These financial
instruments are effective as a hedge against fluctuations in currency exchange
rates. Gains or losses from changes in the fair value of these instruments,
which are offset in whole or in part by translation gains and losses on the net
assets hedged, are recorded as translation adjustments in accumulated OCI. Upon
liquidation or sale of the net assets hedged, the accumulated gains or losses
from the revaluation of the hedging instruments would be included in earnings.
Long-term cross-currency and interest rate swaps and short-term currency swaps
are used to mitigate the risk associated with changes in foreign exchange rates,
which will affect the fair value of debt denominated in a foreign currency. Some
of these hedges have been designated as fair value hedges and others have not.
As of September 30, 2001, the fair value of these derivatives not designated as
hedges is an asset of $36 million.
Foreign exchange contracts (including forward, swap and purchase option
contracts) are also used to hedge certain transactions, primarily trade receipts
and payments denominated in foreign currencies, to manage volatility associated
with these transactions and to protect International Paper from currency
fluctuations between the contract date and ultimate settlement. These contracts,
most of which have been designated as cash flow hedges, had maturities of five
years or less as of September 30, 2001. For the nine-month period ended
September 30, 2001, net charges totaling $5 million after taxes and minority
interest were recorded in accumulated OCI, net of reclassifications to earnings
of $1 million expense after taxes and minority interest. An estimated $2 million
loss after taxes and minority interest is expected to be reclassified to
earnings by the end of 2001. Other contracts are used to offset the earnings
impact relating to the variability in exchange rates on certain monetary assets
and liabilities denominated in non-functional currencies and are not designated
as hedges. Changes in the fair value of these instruments are recognized
currently in earnings to offset the remeasurement of the related assets and
liabilities.
NOTE 11 - COMMITMENTS AND CONTINGENCIES
Three nationwide class action lawsuits relating to products manufactured by
Masonite that were filed against International Paper have been settled in recent
years.
The first suit alleged that hardboard siding manufactured by Masonite fails
prematurely, allowing moisture intrusion that in turn causes damage to the
structure underneath the siding (Hardboard Lawsuit). The class consisted of all
U.S. property owners having Masonite hardboard siding installed on and
incorporated into buildings between 1980 and January 15, 1998. The Court granted
final approval of the settlement on January 15, 1998. The settlement provides
for monetary compensation to class members meeting the settlement requirements
on a claims-made basis. It also provides for the payment of attorneys' fees
equaling 15% of the settlement amounts paid to class members, with a
non-refundable advance of $47.5 million plus $2.5 million in costs.
The second suit made similar allegations with regard to Omniwood siding
manufactured by Masonite (Omniwood Lawsuit). The class consisted of all U.S.
property owners having Omniwood siding installed on and incorporated into
buildings from January 1, 1992 to January 6, 1999.
14
The third suit alleged that Woodruf roofing manufactured by Masonite is
defective and causes damage to the structure underneath the roofing (Woodruf
Lawsuit). The class consisted of all U.S. property owners who had incorporated
and installed Masonite Woodruf roofing from January 1, 1980 to January 6, 1999.
The Court granted final approval of the settlements of the Omniwood and Woodruf
Lawsuits on January 6, 1999. The settlements provide for monetary compensation
to class members meeting the settlement requirements on a claims-made basis, and
provide for payment of attorneys' fees equaling 13% of the settlement amounts
paid to class members with a non-refundable advance of $1.7 million plus $75,000
in costs for each of the two cases. During the third quarter of 2000, a
determination was made that an additional $125 million provision was required
to increase existing reserve balances to cover an expected shortfall, resulting
primarily from a higher than anticipated number of claims relating to the
Hardboard Lawsuit. This trend started in the second half of 1999 and continued
into 2000. The $125 million increase was based on an independent third party
statistical study of future costs, which analyzed trends in the claims
experience through May 30, 2000. Four statistical outcomes developed by the
independent third party were reviewed as the basis for the determination of the
amount of the reserve, resulting in future claims projections for the Hardboard
Lawsuit ranging from $95 million to $175 million. Management and the
independent third party statistician concluded that, based on the recent claims
history, future claims of $175 million represented the most probable outcome.
After deducting existing reserves and considering the impact of the financial
collar discussed below, a provision of $125 million was recorded in the third
quarter of 2000. Reserves for these matters totaled $92 million at December 31,
2000 ($66 million for claims relating to the Hardboard Lawsuit, $22 million for
claims relating to the Omniwood Lawsuit and $4 million for claims relating to
the Woodruf Lawsuit). The reserve balance for claims relating to the Hardboard
Lawsuit is net of $43 million of expected insurance recoveries remaining from
an initial estimate of insurance recoveries of $70 million, which amount was
estimated for purposes of establishing a reserve for the claims related to the
Hardboard Lawsuit. In 1995, International Paper initiated a lawsuit against
certain of its insurance carriers because of their refusal to indemnify
International Paper for the settlement relating to the Hardboard Lawsuit.
Because of the uncertainties inherent in the litigation, International Paper
is unable to estimate the amount that it will recover against those insurance
carriers, but it does not expect the recovery to be less than the amount
initially projected.
During the third quarter of 2001, an additional $225 million was added to the
reserve for these matters ($187 million for claims relating to the Hardboard
Lawsuit, $16 million for claims relating to the Woodruf Lawsuit and $22 million
for claims relating to the Omniwood Lawsuit). This increase was based on an
analysis undertaken by the independent statistician to evaluate the drivers of
these claims and the adequacy of the existing reserve balances. Three
statistical outcomes developed by the independent statistician were reviewed as
the basis for the determination of the amount of the reserve, resulting in total
projected costs for these settlements ranging from $655 million to $933 million.
After discussion with the independent statistician and considering the recent
claims history and all available evidence, management concluded that total
projected costs of $755 million represented the most probable outcome. After
deducting payments made to date and existing reserve balances, and considering
the impact of the financial collar discussed below, a provision of $225 million
was recorded in the third quarter of 2001 ($187 million for the Hardboard
Lawsuit, $22 million for the Omniwood Lawsuit and $16 million for the Woodruf
Lawsuit).
Following the $225 million additional provision, reserves for these matters
totaled $252 million at September 30, 2001, including $208 million for the
Hardboard Lawsuit, $10 million for the Woodruf Lawsuit and $34 million for the
Omniwood Lawsuit. The Hardboard Lawsuit amount is net of $43 million of expected
insurance recoveries remaining from initial estimated insurance recoveries of
$70 million.
Under a "financial collar" agreement, International Paper contracted with a
third party for payment in an amount up to $100 million for certain costs
relating to the Hardboard Lawsuit if payments by International Paper with
respect thereto exceeded $165 million. As of September 30, 2001, International
Paper had received the $100 million. The arrangement with the third party is in
excess of insurance otherwise available to International Paper, which is the
subject of the separate litigation referred to above. Accordingly, International
Paper believes that the obligation
15
of the third party with respect to this "financial collar" does not constitute
"other valid and collectible insurance" that would either eliminate or otherwise
affect its right to collect insurance coverage available to it and Masonite
under the insurance policies that are the subject of this separate litigation.
As of September 30, 2001, there were $46 million of costs associated with claims
inspected but not paid ($39 million for the Hardboard Lawsuit, $3 million for
the Omniwood Lawsuit and $4 million for the Woodruf Lawsuit); $56 million of
costs associated with claims in process but not yet inspected ($47 million for
the Hardboard Lawsuit, $4 million for the Omniwood Lawsuit and $5 million for
the Woodruf Lawsuit) and $12 million for Omniwood opt-out settlements in
process. The reserve for these matters at September 30, 2001, excluding expected
insurance recoveries, was $295 million. The excess of $181 million over pending
claims represents unasserted claims that are probable of assertion.
While International Paper believes that it has provided for the most likely
assumptions using appropriate statistical modeling techniques, because of the
inherent uncertainties involved in estimating future claims and the outcome of
insurance litigation, additional future adjustments to these reserves are
possible. While International Paper believes that the reserve balances
established for these matters are adequate, and that additional amounts will be
recovered from its insurance carriers in the future relating to these claims, we
are unable to estimate at this time the amount of additional charges, if any,
that may be required for these matters in the future.
Through September 30, 2001, cumulative net settlement payments totaled $359
million ($294 million for the Hardboard Lawsuit, $31 million for the Woodruf
Lawsuit and $34 million for the Omniwood Lawsuit), including approximately $51
million of non-refundable advances of attorneys' fees ($47.5 million for the
Hardboard Lawsuit and $1.7 million for each of the Omniwood Lawsuit and the
Woodruf Lawsuit). Also, payments of $5 million have been made to the attorneys
for the plaintiffs in the Omniwood and Woodruf Lawsuits. International Paper has
the right to terminate each of the settlements after seven years from the dates
of final approval.
16
The following table shows certain claims statistics as of September 30, 2001,
December 31, 2000 and September 30, 2000, and for the nine-month periods ended
September 30, 2001 and September 30, 2000:
CLAIMS STATISTICS
- ---------------------------
Hardboard Omniwood Woodruf
----------------- ------------------ -----------------
No. of Claims Pending:
Sep. 30, 2001 34,692 1,585 1,659
Dec. 31, 2000 20,390 1,160 1,349
Sep. 30, 2000 20,894 1,381 1,759
No. of Claims Filed:
9 mos. ending
Sep. 30, 2001 41,978 1,999 1,571
9 mos. ending
Sep. 30, 2000 26,044 1,896 2,158
No. of Claims Dismissed,
Settled or Otherwise Resolved:
9 mos. ending
Sep. 30, 2001 27,676 1,574 1,261
9 mos. ending
Sep. 30, 2000 19,189 1,783 2,269
No. of Claims Paid Included in
Above Categories:
9 mos. ending
Sep. 30, 2001 19,568 1,226 987
9 mos. ending
Sep. 30, 2000 14,019 1,453 1,800
Average Settlement Cost
Per Claim:
9 mos. ending
Sep. 30, 2001 $ 4,449 $ 6,576 $ 5,340
9 mos. ending
Sep. 30, 2000 $ 5,377 $ 6,335 $ 5,178
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
- --------------------------------------------------------------------------------
Results of Operations
International Paper's consolidated results of operations include Champion
International Corporation (Champion) from the date of acquisition, June 20,
2000.
Third quarter 2001 earnings before special items were $68 million, or $.14 per
share. Earnings before special and extraordinary items for the same period a
year earlier were $260 million, or $.53 per share. Second quarter 2001 earnings
before special items were $64 million, or $.13 per share. The earnings increase
in the third quarter of 2001 compared with the second quarter of 2001 was due
mainly to declining costs, including lower energy and wood costs, and improved
operating efficiencies. The strengthening of the Euro versus the dollar during
the quarter was not sufficient to reverse the downward trend in export revenues.
International Paper took approximately 380,000 tons of market-related downtime
throughout our mill systems as we continue to balance internal production with
demand. This excludes capacity that was shut down at the Savannah, Georgia mill
at the end of the second quarter. We also decided to permanently close our Erie,
Pennsylvania mill to better utilize more competitive pulp, paper and converting
within International Paper's pulp and uncoated freesheet system. The shut down
costs are part of the third quarter special items discussed below.
In the third quarter of 2001, International Paper reported a net loss of $275
million, or $.57 per share, after special items. This compared with a net loss
of $135 million, or $.38 per share, in the third quarter of 2000 after special
and extraordinary items. In order for the 2000 third-quarter earnings per share
to add up to the year-to-date earnings per share, a loss of $.38 per share is
required. Earnings per share calculated using the weighted-average number of
shares outstanding for the third quarter results in a loss per share of $.28.
The difference between the two calculations relates to the 68.7 million shares
that were issued in June 2000 in connection with the Champion acquisition.
International Paper reported a net loss of $313 million, or $.65 per share, in
the second quarter of 2001 after special items.
Special items in the third quarter of 2001 included an after tax gain of $137
million on the sale of the Curtis/Palmer hydroelectric facility, and an after
tax loss of $139 million on the sales of Masonite Corporation and our Flexible
Packaging business and a writedown to expected realizable value of the Chemical
Cellulose assets held for sale. Other special items in the third quarter of 2001
included expenses of $195 million after taxes for restructuring and business
improvement charges and a $146 million after tax charge for additional Masonite
legal reserves. Special items in the third quarter of 2000 totaled $85 million
after taxes, consisting of a charge for additional Masonite legal reserves and
merger related expenses. Extraordinary items in the 2000 third-quarter included
a charge of $310 million after taxes to reduce the book values of businesses to
be sold to their estimated realizable values.
International Paper posted net sales in the third quarter of 2001 of $6.5
billion, compared with $7.8 billion in the third quarter of 2000 and $6.7
billion in the second quarter of 2001. Third-quarter 2001 net sales were reduced
by approximately $350 million from 2000 third-quarter net sales as a result of
divestitures. Prices eroded slightly in most businesses in the third quarter of
2001 versus the second quarter of 2001 but these decreases were partly offset by
higher paper volumes.
International Paper continues to face tough competitive conditions and soft
demand. The economic slowdown in the United States and other regions of the
global economy continues to adversely impact demand for paper, packaging and
wood products. We experienced business interruptions during the week of the
September 11 terrorist attacks, and the long-term impact on International Paper
as a result of these tragic events and subsequent worldwide developments, is
still undetermined.
The following segment discussions for the third quarter of 2001 are based on
results before special items.
18
Printing and Communications Papers
- ----------------------------------
2001 2000
In millions 3rd Quarter 2nd Quarter Nine Months 3rd Quarter 2nd Quarter Nine Months
----------------------------------------------- ---------------------------------------------
Sales $ 1,945 $ 1,945 $ 5,975 $ 2,235 $ 1,440 $ 5,145
Operating Profit 146 119 419 297 204 673
Printing Papers net sales of $1.9 billion for the third quarter of 2001 were
flat compared with the second quarter of 2001 and down slightly from the $2.2
billion in the third quarter of 2000. The segment reported operating profit of
$146 million for the third quarter of 2001 compared with $119 million for the
second quarter of 2001 and $297 million for the third quarter of 2000. Third
quarter 2001 operating profits were higher than the second quarter of 2001 as a
result of higher coated paper volumes reflecting increased seasonal demand.
Slowing economies and seasonal factors adversely impacted European paper demand.
Operating improvements were driven by improved mill efficiencies, reductions in
indirect costs and lower raw material costs. During the quarter, International
Paper took market-related downtime of about 110,000 tons for bristols and pulp
and 23,000 tons for coated and supercalendered papers that reduced inventory
levels and helped balance internal supply to demand. The segment continues to
pursue improvement initiatives to reduce direct and indirect manufacturing costs
and to improve machine efficiencies.
Industrial and Consumer Packaging
- ---------------------------------
2001 2000
---------------------------------------------- ----------------------------------------------
In millions 3rd Quarter 2nd Quarter Nine Months 3rd Quarter 2nd Quarter Nine Months
---------------------------------------------- ----------------------------------------------
Sales $ 1,665 $ 1,695 $ 5,070 $ 1,810 $ 1,865 $ 5,340
Operating Profit 133 143 392 194 236 622
Industrial and Consumer Packaging net sales of $1.7 billion for the third
quarter of 2001 were flat compared with net sales in the second quarter of 2001
and slightly lower than net sales of $1.8 billion for the third quarter of 2000.
The segment reported operating profit of $133 million for the third quarter of
2001 compared with $143 million in the second quarter of 2001 and $194 million
reported in the third quarter of 2000. The decline in operating profit in the
third quarter of 2001 versus the second quarter of 2001 reflected lower prices
and volumes. Cost reduction initiatives and operating improvements partially
offset weakening demand across most of the segment. Soft domestic market
conditions continue to negatively impact results versus the comparable prior
year period. Industrial Packaging continued to take extensive market-related
downtime, which totaled almost 150,000 tons in the third quarter of 2001. For
the remainder of the year, the segment will focus on controllable items
including manufacturing efficiency programs, cost containment initiatives and
customer development objectives.
Distribution
- ------------
----------------------------------------------- ----------------------------------------------
In millions 3rd Quarter 2nd Quarter Nine Months 3rd Quarter 2nd Quarter Nine Months
----------------------------------------------- ----------------------------------------------
Sales $ 1,665 $ 1,710 $ 5,175 $ 1,930 $ 1,700 $ 5,380
Operating Profit 5 12 31 32 35 97
Distribution net sales of $1.7 billion for the third quarter of 2001 were
slightly lower than net sales of $1.9 billion in the third quarter of 2000 and
were even with net sales in the second quarter of 2001. Operating profit of $5
million for the third quarter of 2001 was down from the $12 million in the
second quarter of 2001 as a result of continued weak printing markets and
slowing sales in packaging and industrial supplies. Operating profit for the
third quarter of 2000 was $32 million. Segment sales, which started to improve
in late summer, weakened significantly following the terrorist attacks of
September 11 due to disruptions in sourcing, delivery and general business
conditions. The year-over-year sales increase attributable to the addition of
Champion's Nationwide facilities was essentially offset by lower overall demand
across the United States. The segment continued to make progress in the third
quarter on operating expense reductions, mainly through facility closures,
consolidations, and business process changes. Inventory reductions have helped
the business make significant progress in working capital management. Further
cost reduction efforts through consolidation of facilities will continue to be a
focal point for the remainder of this year.
19
Forest Products
2001 2000
----------------------------------------------- -----------------------------------------------
In millions 3rd Quarter 2nd Quarter Nine Months 3rd Quarter 2nd Quarter Nine Months
----------------------------------------------- -----------------------------------------------
Sales $ 725 $ 720 $ 2,130 $ 755 $ 460 $ 1,715
Operating Profit 184 182 502 162 151 445
Forest Products 2001 third quarter net sales of $725 million were relatively
flat compared with the $720 million reported in the second quarter of 2001, and
slightly below the $755 million reported in the third quarter of 2000. Operating
profit of $184 million was even with the $182 million reported in the second
quarter of 2001 and up 14% from the $162 million reported in the third quarter
of 2000. Third quarter 2001 lumber and panel volumes were higher than second
quarter 2001 volumes, but were offset by lower prices. Stumpage prices in the
third quarter of 2001, for both pulpwood and sawtimber, continued their decline
from 2000 levels. International Paper monetizes its forest assets in various
ways including sales of short and long-term harvest rights on a pay-as-cut or
lump-sum bulk sales basis, as well as sales of timberland. Accordingly, earnings
from quarter to quarter may vary depending upon prices and volumes of such
sales. The Forest Resources reorganization announced early in the third quarter
of 2001 to reduce administrative costs and increase flexibility was largely
completed in the quarter. This reorganization will result in a more streamlined
segment able to respond quicker to customer demands.
Carter Holt Harvey
- ------------------
2001 2000
----------------------------------------------- -----------------------------------------------
In millions 3rd Quarter 2nd Quarter Nine Months 3rd Quarter 2nd Quarter Nine Months
----------------------------------------------- -----------------------------------------------
Sales $ 455 $ 400 $ 1,250 $ 435 $ 460 $ 1,305
Operating Profit (1) 5 5 21 23 61
Carter Holt Harvey reported 2001 third quarter net sales of $455 million
compared with $400 million in the second quarter of 2001 and $435 million in the
third quarter of 2000. The segment reported an operating loss of $1 million for
the third quarter of 2001 compared with an operating profit of $5 million for
the second quarter of 2001 and $21 million in the third quarter of 2000.
Improvement in construction markets in Australia was not sufficient to offset
the negative impact of continuing price weakness in log markets, low pricing for
export pulp and linerboard, and high energy costs. Earnings for Carter Holt
Harvey's Wood Products business in the third quarter showed improvement over the
second quarter of 2001 due to the strengthening Australian construction market.
A first-home buyer incentive program package sponsored by the Australian
government and lower interest rates improved housing affordability in Australia.
The New Zealand housing market was slightly better in the third quarter of 2001
compared with the second quarter of 2001. Asian export prices for pulp and
linerboard continued to decline in the third quarter of 2001. The operating
results of the Tissue business improved during the third quarter of 2001 as a
result of declining pulp costs.
International Paper's results for this segment differ from those reported by
Carter Holt Harvey in New Zealand due to (1) Carter Holt Harvey's fiscal year
ending March 31 versus our calendar year-end, (2) our segment earnings include
only our share of Carter Holt Harvey's operating earnings while 100% of sales
are included in segment sales, (3) our results are in U.S. dollars while Carter
Holt Harvey reports in New Zealand dollars, and (4) Carter Holt Harvey reports
under New Zealand accounting standards while our segment results comply with
U.S. generally accepted accounting principles. The major accounting differences
relate to cost of timber harvested and start-up costs.
Other Businesses
- ----------------
2001 2000
----------------------------------------------- -----------------------------------------------
In millions 3rd Quarter 2nd Quarter Nine Months 3rd Quarter 2nd Quarter Nine Months
----------------------------------------------- -----------------------------------------------
In millions 3rd Quarter 2nd Quarter Nine Months 3rd Quarter 2nd Quarter Nine Months
Sales $ 415 $ 565 $ 1,575 $ 965 $ 955 $ 2,865
Operating Profit 10 21 36 51 65 176
20
The Other Businesses segment includes the operating results for those businesses
identified in International Paper's divestiture program. Businesses held for
sale at the end of the third quarter of 2001 include Arizona Chemical, the
Chemical Cellulose business, Decorative Products, and certain other minor
businesses. In addition, operating results for Bush Boake Allen, Zanders,
Masonite, International Paper's Petroleum and Minerals business, the
Curtis/Palmer hydroelectric facility, and the Flexible Packaging business are
included in this segment for periods prior to their sale. Net sales for this
segment for the third quarter of 2001 were $415 million compared with $565
million in the 2001 second quarter and $965 million in the 2000 third quarter.
Operating profit was $10 million for the third quarter of 2001 compared with $21
million for the second quarter of 2001 and $51 million in the third quarter of
2000. The declines in 2001 third quarter net sales and earnings from the third
quarter of 2000 reflect the sale of certain businesses in late 2000 and during
2001 as well as a weaker U.S. economy.
Liquidity and Capital Resources
Cash provided by operations totaled $1.0 billion in the first nine months of
2001 compared with $1.9 billion for the 2000 nine-month period. Lower earnings
from operations were the main factor in the year-to-year decrease. Working
capital requirements reduced operating cash flow by $170 million and $294
million for the 2001 and 2000 nine-month periods, respectively.
Investments in capital projects totaled $688 million and $908 million for the
2001 and 2000 nine-month periods, respectively.
Financing activities for the 2001 nine-month period included a $243 million net
reduction in debt compared to a $4.4 billion net increase in debt in the
comparable 2000 nine-month period. During the 2001 third quarter, we took
advantage of favorable capital markets and issued $1 billion in aggregate
principal amount of ten-year 6.75% fixed rate Senior Unsecured Notes. The
majority of the proceeds were subsequently used in October to retire $800
million of money market notes due in 2002. Net debt reductions totaled over $1
billion following this retirement. In addition, in June 2001, International
Paper completed a private placement offering of $2.1 billion principal amount at
maturity zero-coupon Convertible Senior Debentures due June 20, 2021. The net
proceeds of approximately $1 billion were used to retire higher interest rate
commercial paper borrowings. International Paper's long-term debt is rated BBB
by Standard & Poors and Baa2 by Moody's Investor Services, both with a stable
outlook. In August 2001, Moody's Investor Services lowered International
Paper's long-term debt rating from Baa1 negative outlook to Baa2 stable.
Short-term debt ratings remained unchanged at A-2 by Standard & Poors and P-2
by Moody's Investor Services. Common stock dividend payments totaled $361
million, or $.75 per share, for the first nine months of 2001 compared to
$327 million, or $.75 per share, for the 2000 nine-month period.
At September 30, 2001, cash and temporary investments totaled $2.0 billion, $800
million of which was used in October to reduce debt, compared with $1.2 billion
at December 31, 2000.
Mergers, Acquisitions and Divestitures
Mergers and Acquisitions:
- ------------------------
In April 2001, Carter Holt Harvey acquired Norske Skog's Tasman Kraft pulp
manufacturing business for $130 million in cash.
In June 2000, International Paper completed the acquisition of Champion, a
leading manufacturer of paper for business communications, commercial printing
and publications with significant market pulp, plywood and lumber manufacturing
operations. Champion shareholders received $50 in cash and $25 worth of
International Paper common stock for each Champion share. The acquisition was
completed for approximately $5 billion in cash and 68.7 million shares of
International Paper common stock having a market value of $2.4 billion.
Approximately $2.8 billion of Champion debt was assumed.
21
In April 2000, Carter Holt Harvey purchased CSR Limited's medium density
fiberboard and particleboard businesses and its Oberon sawmill for approximately
$200 million in cash.
In March 2000, International Paper acquired Shorewood Packaging Corporation, a
leader in the manufacture of premium retail packaging, for approximately $640
million in cash and the assumption of $280 million of debt.
All of these acquisitions were accounted for using the purchase method with the
related operating results included in the consolidated statement of earnings
from the dates of acquisition.
Divestitures:
- ------------
During the third quarter of 2001, International Paper completed the previously
announced divestitures of Masonite Corporation (Masonite) to Premdor Inc. of
Toronto, Canada for approximately $300 million in cash and a note receivable
with a face value of $108 million, its Flexible Packaging business to Exo-Tech
Packaging, LLC, a company sponsored by the Sterling Group, L.P., for
approximately $85 million in cash and its Curtis/Palmer hydroelectric generating
project in Corinth, New York to TransCanada Pipelines Limited for approximately
$285 million in cash. These transactions resulted in a net pre-tax gain of $97
million ($30 million after taxes) in the 2001 third quarter, which is included
with the $50 million impairment loss for Chemical Cellulose (see Note 6) in
"(Gains) Losses on Sales and Impairments of Businesses Held for Sale" in the
accompanying consolidated statement of earnings. Each of these divestitures is
subject to post-closing adjustments that could result in a change in the amount
realized by International Paper.
In March 2001, International Paper received $500 million in proceeds from the
sale of approximately 265,000 acres of forestlands in the state of Washington to
Ranier Timber Company, LLC.
In January 2001, International Paper conveyed its oil and gas properties and fee
mineral and royalty interests to Pure Resources, Inc. and its affiliates in a
transaction valued at approximately $260 million, resulting in an extraordinary
loss of $8 million after taxes. International Paper also completed the sale of
its interest in Zanders Feinpapiere AG, a European coated paper business, to
M-Real (formerly Metsa Serla) for approximately $120 million and the assumption
of $80 million of debt. This transaction resulted in an extraordinary loss of
$245 million after taxes and minority interest, which was recorded in the fourth
quarter of 2000 when the decision was made to sell this business below book
value.
In November 2000, International Paper sold its interest in Bush Boake Allen for
$640 million, resulting in an extraordinary gain of $183 million after taxes and
minority interest.
In January 2000, International Paper sold its equity interest in Scitex for $79
million, and Carter Holt Harvey sold its equity interest in Compania de
Petroleos de Chile for just over $1.2 billion. These sales resulted in a
combined extraordinary gain of $134 million after taxes and minority interest.
In 2000, International Paper announced a divestment program following the
Champion acquisition and the completion of a strategic analysis to focus on
International Paper's core businesses. Through September 30, 2001, approximately
$2.6 billion has been realized under the program, including cash and notes we
have received plus debt assumed by the buyers.
Special Items Including Restructuring and Other Charges
Restructuring and Other Charges:
- -------------------------------
During the third quarter of 2001, restructuring and other charges totaling a net
pre-tax charge of $481 million ($341 million after taxes) were recorded. These
items included a $256 million pre-tax charge ($195 million after taxes) for
asset shutdowns of excess internal capacity and cost reduction actions, and a
$225 million pre-tax
22
charge ($146 million after taxes) for additional Masonite legal reserves. The
$256 million pre-tax charge included $183 million of asset write-downs and $73
million of severance and other charges as shown below:
Asset Severance
Write- and
In millions Downs Other Total
- ----------- ------ --------- ------
Printing Papers (a) $ 92 $ 43 $ 135
Consumer Packaging (b) 89 27 116
Distribution (c) 2 3 5
------ ----- ------
$ 183 $ 73 $ 256
====== ===== ======
(a) The Printing Papers business approved a plan to permanently shut down
the Erie, Pennsylvania mill due to excess capacity in pulp and paper;
and non-competitive cost of operations. Charges associated with the
Erie shutdown included $92 million to write the assets down to their
estimated salvage value, $24 million of severance costs covering the
termination of 797 employees, and other cash costs of $19 million.
(b) The Consumer Packaging business implemented a plan to exit the Aseptic
packaging business. This plan includes the permanent shutdown or sale
of various Aseptic packaging facilities. Included in this charge are
$89 million to write the assets down to their estimated realizable
value, $15 million of severance covering the termination of 300
employees, and $12 million of other cash costs.
(c) The Distribution business (xpedx) approved the permanent shut down of
its Nationwide Kansas City, Missouri distribution center to eliminate
excess internal capacity. The xpedx Olathe, Kansas facility will
continue to service Kansas City and outlying cities in the states of
Missouri and Kansas. Charges associated with the shutdown include $2
million of asset write-downs, $2 million of severance costs covering
the termination of 79 employees, and other cash costs of $1 million.
The $225 million charge represents an addition to the reserves for claims
relating to product manufactured by Masonite that was the subject of certain
class action lawsuits discussed in Note 11.
During the second quarter of 2001, a restructuring charge of $465 million before
taxes and minority interest ($300 million after taxes and minority interest) was
recorded. The $465 million charge was specifically for asset shutdowns of excess
internal capacity and cost reduction actions and included $240 million of asset
write-downs and $225 million of severance and other charges as shown below:
Asset Severance
Write- and
In millions Downs Other Total
- ----------- ------ ---------- ------
Printing Papers (a) $ 9 $ 23 $ 32
Consumer Packaging (b) 151 69 220
Industrial Packaging (c) 62 20 82
Industrial Papers (d) 3 5 8
Forest Products (e) 1 12 13
Distribution (f) 4 21 25
Carter Holt Harvey (g) 10 - 10
Administrative Support Groups (h) - 75 75
------ ------ ------
$ 240 $ 225 $ 465
====== ====== ======
(a) The Printing Papers business permanently shut down the Hudson River
mill No. 3 paper machine located in Corinth, New York due to excess
internal capacity. The machine was written down by $9 million to its
estimated fair value of zero. A severance charge of $10 million was
recorded to cover the termination of
23
208 employees. At September 30, 2001, 164 employees had been
terminated. Also, the Printing Papers business implemented a plan to
streamline and realign administrative functions at several of its
locations. Charges associated with this plan included $6 million of
severance costs covering the termination of 82 employees, and other
cash costs of $7 million. At September 30, 2001, 77 employees had been
terminated.
(b) In June 2001, the Consumer Packaging business permanently shut down the
Moss Point, Mississippi mill and announced the permanent shut down of
its Clinton, Iowa facility due to excess internal capacity. Charges
associated with the Moss Point shutdown included $138 million to write
the assets down to their estimated salvage value, $21 million of
severance costs covering the termination of 363 employees, and other
cash costs of $20 million. At September 30, 2001, 357 employees had
been terminated. Charges associated with the Clinton shutdown included
$7 million to write the assets down to their estimated salvage value,
$7 million of severance costs covering the termination of 327
employees, and other cash costs of $3 million. At September 30, 2001,
102 employees had been terminated. Additionally, the Consumer Packaging
business implemented a plan to reduce excess internal capacity and
streamline administrative functions at several of its locations.
Charges associated with this plan included $6 million of asset
write-downs, $15 million of severance costs covering the termination
of 402 employees, and other cash costs of $3 million. At September 30,
2001, 184 employees had been terminated.
(c) The Industrial Packaging business permanently shut down the Savannah,
Georgia mill No. 2, No. 4 and No. 6 paper machines due to excess
internal capacity. The machines were written down by $62 million to
their estimated fair value of zero, with severance charges of $11
million also recorded to cover the termination of 290 employees. At
September 30, 2001, 168 employees had been terminated. Also, Industrial
Packaging implemented a plan to streamline and realign administrative
functions at several of its locations, resulting in a severance charge
of $9 million covering the termination of 146 employees. At September
30, 2001, 80 employees had been terminated.
(d) Industrial Papers implemented a plan to reduce excess internal capacity
and streamline administrative functions at several of its locations.
Charges associated with this plan included asset write-downs of $3
million and severance costs of $5 million covering the termination of
123 employees. At September 30, 2001, 52 employees had been terminated.
(e) The Forest Products business charge of $13 million reflects the
reorganization of its regional operating structure and streamlining of
administrative functions. The charge included $1 million of asset
write-downs, $9 million of severance costs covering the termination of
100 employees, and other cash costs of $3 million. At September 30,
2001, 64 employees had been terminated.
(f) xpedx implemented a plan to consolidate duplicate facilities and
eliminate excess internal capacity. Charges associated with this plan
included $4 million of asset write-downs, $14 million of severance
costs covering the termination of 394 employees, and other cash costs
of $7 million. At September 30, 2001, 219 employees had been
terminated.
(g) The Carter Holt Harvey charge of $10 million was recorded to write down
the assets of its Mataura mill to their estimated fair value of zero as
a result of the decision to permanently shutdown this facility, which
had previously been indefinitely idled.
(h) During the second quarter of 2001, International Paper implemented a
cost reduction program to realign its administrative functions across
all business and staff support groups. As a result, a $75 million
severance charge was recorded covering the termination of 985
employees. At September 30, 2001, 590 employees had been terminated.
The following table presents a roll forward of the cumulative severance and
other costs included in the 2001 reserves for excess internal capacity and cost
reduction:
24
Severance
Dollars in millions and Other
- ------------------- ------
Opening balance - second quarter 2001 (3,420 employees) $ 225
Additions - third quarter 2001 (1,176 employees) 73
Cash charges - third quarter 2001 (2,057 employees) (62)
------
Balance, September 30, 2001 (2,539 employees) $ 236
======
During the third quarter of 2000, International Paper recorded a special pre-tax
charge of $125 million ($80 million after taxes) that represents an addition to
the reserves for claims relating to product manufactured by Masonite that was
the subject of certain class action lawsuits discussed in Note 11.
During the second quarter of 2000, a $71 million pre-tax charge ($42 million
after taxes and minority interest) was recorded for asset shutdowns of excess
internal capacity and cost reduction actions.
During the fourth quarter of 2000, International Paper recorded an additional
charge of $753 million before taxes and minority interest ($467 million after
taxes and minority interest) for asset shutdowns of excess internal capacity and
cost reduction actions. The following table presents a roll forward of the
cumulative severance and other costs included in these charges:
Severance
Dollars in millions and Other
- ------------------- ---------
Opening balance - second quarter 2000 (1,056 employees) $ 31
Additions - fourth quarter 2000 (3,187 employees) 217
Cash charges - 2000 (991 employees) (19)
-----
Balance, December 31, 2000 (3,252 employees) 229
Cash charges - first quarter 2001 (1,744 employees) (86)
Cash charges - second quarter 2001 (655 employees) (37)
Cash charges - third quarter 2001 (169 employees) (11)
-----
Balance, September 30, 2001 (684 employees) $ 95
=====
In addition, $13 million of 1999 reserves, primarily relating to severance,
which remained at the end of 2000 was paid during the first quarter of 2001.
Also during the fourth quarter of 2000, International Paper recorded a pre-tax
credit of $28 million ($17 million after taxes) for excess 1999 second and
fourth quarter restructuring reserves no longer required.
International Paper continually evaluates its operations for improvement. When
any such plans are finalized, costs or charges may be incurred in future periods
related to the implementation of these plans.
Merger Integration Costs:
- ------------------------
During the second and first quarters of 2001, International Paper recorded
pre-tax charges of $32 million ($22 million after taxes) and $10 million ($6
million after taxes), respectively, for Champion merger integration costs.
During the third quarter of 2000, International Paper recorded a pre-tax charge
of $15 million ($9 million after taxes), for merger integration costs related to
the Champion acquisition. Additionally, a $6 million pre-tax credit ($4 million
after taxes) was recorded in the 2000 third quarter for the reversal of
merger-related termination benefits no longer required. During the second and
first quarters of 2000, International Paper recorded pre-tax charges of $4
million ($3 million after taxes) and $8 million ($5 million after taxes),
respectively, for merger integration costs resulting from the Union Camp
acquisition. In the fourth quarter of 2000, an additional $27 million pre-tax
charge ($16 million after taxes) was recorded for merger integration costs
related to the Champion acquisition.
25
These merger integration costs consisted primarily of systems integration,
product line rationalization, employee retention, travel and other cash costs
related to the integrations of Champion and Union Camp.
Other
The effective income tax rate for both the 2001 and 2000 third quarters was 31%.
The effective income tax rate after special items, but before extraordinary
items and the cumulative effect of an accounting change, was 27% and 28% for the
2001 and 2000 nine-month periods, respectively. The following table presents the
components of pre-tax earnings and losses and the related income tax expense or
benefit for each of the nine-month periods ended September 30, 2001 and 2000.
2001 2000
------------------------------------------- -------------------------------------------
Earnings Earnings
(Loss) Before (Loss) Before
Income Taxes Income Tax Income Taxes Income Tax
and Minority Provision Effective and Minority Provision Effective
In millions Interest (Benefit) Tax Rate Interest (Benefit) Tax Rate
- -------------- --------------- ------------- ----------- -------------- ------------- ------------
Before special and
extraordinary items
and cumulative effect
of accounting change $ 394 $ 123 31% $ 1,443 $ 429 30%
Merger integration costs (42) (14) 33% (27) (10) 37%
Restructuring and other charges (984) (282) 29% (196) (72) 37%
Reversal of reserves no
longer required - - - 6 2 33%
------- ------- ------- -----
After special items $ (632) $ (173) 27% $ 1,226 $ 349 28%
======= ======= ======= =====
The decreases in forestlands and deferred income taxes and the increase in
goodwill as of September 30, 2001 compared with December 31, 2000 reflect
forestland sales and the finalization of purchase accounting adjustments related
to the Champion acquisition.
Forward-Looking Statements
The statements under "Management's Discussion and Analysis" and other statements
contained herein that are not historical facts are forward-looking statements
(as such term is defined under the Private Securities Litigation Reform Act of
1995). Forward-looking statements reflect our expectations or forecasts of
future events. These include statements relating to future actions, future
performance or the outcome of contingencies, such as legal proceedings and
financial results. Any or all of the forward-looking statements that we make in
this report may turn out to be wrong. They can be influenced by inaccurate
assumptions we might make or by known or unknown risks and uncertainties. No
forward-looking statements can be guaranteed and actual results may vary
materially. Factors which could cause actual results to differ include, among
other things, whether our efforts relating to capacity rationalization, internal
reorganizations and realignment initiatives will have the results anticipated,
whether expected merger savings will be realized and whether our divestiture
program will realize anticipated proceeds. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise.
26
Financial Information by Industry Segment
(Unaudited)
(In millions)
Net Sales by Industry Segment (1)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------- ------------------------------
2001 2000 2001 2000
------------- ------------- ------------ ------------
Printing Papers $ 1,945 $ 2,235 $ 5,975 $ 5,145
Industrial and Consumer Packaging 1,665 1,810 5,070 5,340
Distribution 1,665 1,930 5,175 5,380
Forest Products 725 755 2,130 1,715
Carter Holt Harvey 455 435 1,250 1,305
Other Businesses (2) 415 965 1,575 2,865
Corporate and Intersegment Sales (341) (329) (1,066) (798)(3)
------- ------- -------- --------
Net Sales $ 6,529 $ 7,801 $ 20,109 $ 20,952
======= ======= ======== ========
Operating Profit by Industry Segment (1)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------- -------------------------------
2001 2000 2001 2000
------------- ------------- ------------- -------------
Printing Papers $ 146 $ 297 $ 419 $ 673
Industrial and Consumer Packaging 133 194 392 622
Distribution 5 32 31 97
Forest Products 184 162 502 445
Carter Holt Harvey (4) (1) 21 5 61
Other Businesses (2) 10 51 36 176
Corporate - - - 26 (3)
------ ----- ------ -------
Operating Profit 477 757 1,385 2,100
Interest expense, net (235) (278) (718) (565)
Minority interest adjustment (4) (6) 32 7 94
Corporate items, net (89) (66) (280) (186)
Merger integration costs - (15) (42) (27)
Restructuring and other charges (481) (125) (946) (196)
Gains (losses) on sales and impairments of
businesses held for sale 47 - (38) -
Reversal of reserves no longer required - 6 - 6
------ ----- ------ -------
Earnings (loss) before income taxes,
minority interest, extraordinary items and
cumulative effect of accounting change $ (287) $ 311 $ (632) $ 1,226
====== ===== ====== =======
(1) Certain reclassifications and adjustments have been made to current year
and prior year amounts.
(2) Includes businesses identified in International Paper's divestiture
program.
(3) Includes results of operations from Champion, which was acquired on June
20, 2000, for the ten days ended June 30, 2000.
(4) Includes equity earnings (in millions) of $1 for each of the three-month
periods ended September 30, 2001 and 2000, and $3 and $10 for the nine
months ended September 30, 2001 and 2000, respectively (half in the Carter
Holt Harvey segment and half in the minority interest adjustment).
27
Sales Volumes by Product (1) (2)
1st 2nd 3rd Year-To-
2001 (3) Quarter Quarter Quarter Date
- ------------------------------------------------ ------------ ----------- ----------- ------------
Printing Papers (In thousands of short tons)
Uncoated Papers and Bristols 1,653 1,608 1,589 4,850
Coated Papers 533 493 587 1,613
Market Pulp 536 618 699 1,853
Packaging (In thousands of short tons)
Containerboard 524 531 527 1,582
Bleached Packaging Board 307 316 296 919
Kraft 153 122 148 423
Industrial and Consumer Packaging 1,203 1,217 1,138 3,558
Forest Products (In millions)
Panels (sq. ft. 3/8" - basis) 688 760 819 2,267
Lumber (board feet) 976 1,025 1,056 3,057
MDF and Particleboard (sq. ft. 3/4" - basis) 156 149 183 488
1st 2nd 3rd 4th Full
2000 (3) Quarter Quarter Quarter Quarter Year
- ------------------------------------------------ ------------ ----------- ----------- ------------ ------------
Printing Papers (In thousands of short tons)
Uncoated Papers and Bristols 1,369 1,319 1,677 1,592 5,957
Coated Papers 337 322 732 671 2,062
Market Pulp 404 396 642 554 1,996
Packaging (In thousands of short tons)
Containerboard 657 625 548 517 2,347
Bleached Packaging Board 352 343 321 323 1,339
Kraft 113 107 135 134 489
Industrial and Consumer Packaging 1,317 1,318 1,245 1,255 5,135
Forest Products (In millions)
Panels (sq. ft. 3/8" - basis) 485 496 701 698 2,380
Lumber (board feet) 657 696 990 959 3,302
MDF and Particleboard (sq. ft. 3/4" - basis) 102 175 196 181 654
(1) Includes third party and inter-segment sales.
(2) Includes sales volumes for Champion from July 1, 2000.
(3) Sales volumes for divested businesses are included through the date of
sale.
28
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information relating to quantitative and qualitative disclosures about market
risk are shown in Notes 9 and 10 of this Form 10-Q, and on pages 27 - 29 of
International Paper's Annual Report to Shareholders for the year ended December
31, 2000 as previously filed on Form 10-K, which information is incorporated
herein by reference.
29
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The following matters discussed in previous filings under the Securities
Exchange Act are updated as follows:
Masonite Litigation
A discussion of developments relating to the financial impact of certain class
action lawsuits that were settled in 1998 and 1999 is found in Note 11 in this
Form 10-Q.
Other Litigation
On May 14, 1999 and May 18, 1999, two lawsuits were filed against International
Paper, the former Union Camp Corporation and other manufacturers of linerboard
in federal court in the Eastern District of Pennsylvania. These suits allege
that the defendants conspired to fix prices for linerboard and corrugated sheets
during the period October 1, 1993, through November 30, 1995. The lawsuits
allege that various purchasers of corrugated sheets and corrugated containers
were injured as a result of the alleged conspiracy. These lawsuits seek
injunctive relief as well as treble damages and other costs and expenses
associated with the litigation. Defendants' motions to dismiss the cases were
denied on October 4, 2000. On September 4, 2001, the court granted plaintiffs'
motions for class certification.
Environmental
On June 19, 2000, before International Paper completed the acquisition of
Champion, Champion entered into a Consent Order with the Maine Department of
Environmental Protection that resolved allegations of past wastewater and
reporting deficiencies at Champion's lumber mills in Milford and Passadumkeag,
Maine. The U.S. EPA and the U.S. Attorney's Office in Maine commenced a grand
jury investigation of the same allegations. On August 15, 2001, the U.S.
Attorney's Office in Maine notified International Paper that it would not
prosecute the matters earlier resolved with the Maine Department of
Environmental Protection.
30
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) In August 2001, International Paper issued $1 billion principal amount
of 6.75% Senior Unsecured Notes due September 1, 2011, which yielded
net proceeds of $993 million under a previously filed shelf
registration statement. These notes carry a fixed interest rate with
interest payable semi-annually on March 1 and September 1 of each year,
commencing on March 1, 2002. The net proceeds of this issuance were
used on October 8, 2001 to retire $800 million of money market notes
due in 2002.
31
ITEM 5. OTHER INFORMATION
Masonite Corporation sued Employers Insurance of Wausau (Wausau) in 1995 in
California Superior Court in San Francisco (Declaratory Judgment case) seeking
among other things, a Declaratory Judgment that Wausau was obligated to pay for
the cost of defending Masonite in a nationwide class action then pending in
Mobile County, Alabama concerning the Hardboard Lawsuit. In this same insurance
coverage lawsuit, International Paper and Masonite also sought a declaration
that Wausau and various other insurers must indemnify International Paper and
Masonite for amounts paid to settle the Hardboard Lawsuit and certain other
hardboard siding lawsuits.
From September 1979 through September 1985, Wausau was the primary insurance
carrier of Masonite, then an International Paper subsidiary. Each Wausau policy
contained a provision for the insurance company to provide a defense to Masonite
in the event of litigation that asserted claims potentially covered by the
insurance policy. In 1998 Masonite amended its complaint to add a claim that
Wausau had acted in "bad faith" in failing to fulfill its obligation to pay for
Masonite's defense. On November 2, 2001, the jury returned a verdict in the
Declaratory Judgment case. The jury found Wausau had breached its obligation
to defend Masonite in the Hardboard Lawsuit, and also found that Wausau had
acted in bad faith and was therefore liable for Masonite's attorneys' fees in
this Declaratory Judgment case. The jury also found that Wausau acted
with "fraud, malice, or opression", and therefore that Masonite was entitled to
punitive damages.
As a result of its findings, the jury awarded Masonite: (a) the $13.1 million it
had spent in the defense of the Hardboard Lawsuit; (b) $12.1 million as damages
for Wausau's bad faith including interest on the bad faith award; and (c) $68
million in punitive damages. Masonite has requested an additional $1.7 million
in bad faith-related damages that have been incurred since the jury rendered its
verdict as well as an additonal $4.6 million in pre-judgment interest. As of
November 14, 2001, the Court has not ruled upon these additional requests. Entry
of the judgment is subject to the Court's legal ruling that (i) the Hardboard
Lawsuit raised the potential for coverage as of April 17, 1995 when the case
was tendered to Wausau and (ii) Wausau's motions for non-suit, directed verdict,
and mistrial are without merit. As of November 14, 2001, the judgment had not
been entered because the Court had not resolved these matters. Following entry
of the judgment, Wausau will have the right to seek appellate review of the
judgment.
During the third quarter of 2001, International Paper completed its divestiture
of Masonite. International Paper retains liability for matters arising out of
the Hardboard Lawsuit and, pursuant to an agreement with Premdor, Inc., the
purchaser of Masonite, Premdor, Inc. has assigned all rights and claims under
any insurance policy relating to the Hardboard Lawsuit, including the right to
receive proceeds from the Declaratory Judgment case, to International Paper.
32
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4.1 6.75% Notes due 2011 Supplemental Indenture between International
Paper Company and The Bank of New York
10.1 Agreement by and between C.W. Smith and International Paper Company
11 Statement of Computation of Per Share Earnings
12 Computation of Ratio of Earnings to Fixed Charges
(b) Reports on Form 8-K
Reports on Form 8-K were filed on July 17, 2001 and October 17,
2001 under Item 5 reporting earnings for the quarters ended June
30, 2001 and September 30, 2001, respectively.
SIGNATURES
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.
INTERNATIONAL PAPER COMPANY
(Registrant)
Date: November 14, 2001 By /s/ JOHN V. FARACI
------------------
John V. Faraci
Executive Vice President and Chief
Financial Officer
Date: November 14, 2001 By /s/ ANDREW R. LESSIN
--------------------
Andrew R. Lessin
Vice President-Finance and
Chief Accounting Officer
33