-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QjEf1FyvKsAMZwoNUDbZJAXoE30h8kqj4n00moz5WWUo9cKRPe8e4qdAWMTETieI Q2lFoqXs/2d1APdv4OppMQ== 0000950117-02-001652.txt : 20020719 0000950117-02-001652.hdr.sgml : 20020719 20020718154337 ACCESSION NUMBER: 0000950117-02-001652 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020718 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PAPER CO /NEW/ CENTRAL INDEX KEY: 0000051434 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 130872805 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03157 FILM NUMBER: 02705709 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06921 BUSINESS PHONE: 203-541-8000 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06921 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PAPER & POWER CORP DATE OF NAME CHANGE: 19710527 8-K 1 a33024.txt INTERNATIONAL PAPER COMPANY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - -------------------------------------------------------------------------------- July 18, 2002 Date of Report (Date of earliest event reported) INTERNATIONAL PAPER COMPANY --------------------------- (Exact name of Registrant as Specified in Its charter) NEW YORK ----------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-3157 13-0872805 - -------------------------------------------------------------------------------- Commission File Number (IRS Employer Identification No.) 400 Atlantic Street, Stamford, Connecticut 06921 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 203-541-8000 ------------ (Registrant's Telephone Number, Including Area Code) --------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 Item 1. CHANGES IN CONTROL OF REGISTRANT. N/A Item 2. ACQUISITION OR DISPOSITION OF ASSETS. N/A Item 3. BANKRUPTCY OR RECEIVERSHIP. N/A Item 4. CHANGES IN REGISTRANT'S DIRECTORS. Item 5. OTHER EVENTS. Attached and incorporated herein by reference as Exhibit 99 is a copy of a press release of International Paper Company dated July 18, 2002, reporting International Paper Company's earnings for the second quarter 2002. Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. N/A ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (99) Press Release issued by International Paper Company dated July 18, 2002, announcing second quarter earnings. .. Item 8. CHANGE IN FISCAL YEAR. N/A Item 9. REGULATION FD DISCLOSURE. N/A 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 hereunto duly authorized. INTERNATIONAL PAPER COMPANY --------------------------- (Registrant) Dated: July 18, 2002 By /s/ Carol M. Samalin -------------------- Stamford, Connecticut Carol M. Samalin Assistant Secretary STATEMENT OF DIFFERENCES The registered trademark symbol shall be expressed as....... 'r' The service mark symbol shall be expressed as............... 'sm' EX-99 3 ex-99.txt EXHIBIT (99) [LOGO INTERNATIONAL PAPER] INTERNATIONAL PAPER PLAZA 400 ATLANTIC STREET STAMFORD, CT 06921 News Release CONTACTS: Media: Jennifer Boardman, 203-541-8407 ----- Stacy Wygant, 901-359-6335 Investors: Carol Tutundgy, 203-541-8632 --------- Darial Sneed, 203-541-8541 International Paper Reports Substantial Increase in EPS for Second Quarter 2002 Stamford, Conn. - July 18, 2002 - International Paper (NYSE: IP) today reported 2002 second-quarter net earnings of $215 million ($0.45 per share), compared with a net loss of $313 million ($0.65 per share) in the second quarter 2001 and net earnings of $65 million ($0.13 per share) in the first quarter 2002. Second-quarter net sales were $6.3 billion compared with $6.7 billion for the same period in 2001 and $6 billion in the first quarter of 2002. Before special items, earnings for the 2002-second quarter were $169 million ($0.35 per share), compared with 2001 second-quarter earnings before special items of $64 million ($0.13 per share) and first-quarter 2002 earnings before special items of $58 million ($0.12 per share). "Our second-quarter performance was positively impacted by the continuing success of our cost reduction efforts," said John Dillon, International Paper chairman and chief executive officer. "Compared to last year's second quarter, volume is relatively flat, while pricing is down substantially. It's a significant achievement that we offset this price erosion by running well ahead of our targeted cost improvement goals for this year and by operating our manufacturing facilities extremely well. "The timing of the economic recovery remains uncertain," Dillon said. "We didn't see any meaningful impact from it on our sales volumes and revenues this quarter. So, I am very pleased with what we have been able to accomplish by focusing on those factors we can control." As in the 2002 first quarter, second-quarter results reflect the elimination of goodwill amortization effective January 1, 2002, resulting in an increase of $0.09 per share in the second quarter ($0.19 per share for the first six months) compared with 2001 results. This favorable effect was partially offset by a reduction in pension income, primarily due to a lower return on assets, that reduced second-quarter earnings by approximately $0.01 per share ($0.04 per share for the first six months), compared with 2001 results. Special items in the quarter consisted of a pre-tax charge of $79 million ($50 million after taxes) for facility closures, administrative realignment and related severance costs, and a net $28 million gain before taxes and minority interest ($96 million after taxes and minority interest) related to sales and expenses of businesses held for sale. Second-quarter 2001 special items included charges for facility closures, administrative realignment and related severance ($465 million before taxes and minority interest), impairment losses on assets of businesses held for sale ($85 million before taxes), and additional Champion merger integration costs ($32 million before taxes). Special items in the first quarter 2002 consisted of a $10 million pre-tax credit ($7 million after taxes) for the reversal of reserves no longer required. Segment Information Compared with second quarter 2001, operating profit was higher as ongoing cost improvement initiatives continued to favorably impact results. Second-quarter 2002 segment earnings and business trends compared with first quarter 2002 are as follows. Second-quarter earnings for Printing Papers were $106 million, up from first-quarter 2002 earnings of $76 million, primarily as a result of operations improvements. Industrial and Consumer Packaging earnings were $145 million in the second quarter, up from $128 million in the first quarter. Demand for bleached board and containerboard increased in the second quarter versus the first quarter, but remains weak compared to prior year levels. Earnings in the company's distribution business, xpedx, were $23 million for the second quarter 2002 compared with $18 million in the first quarter, due to continuing internal cost reduction programs. Sales increased by $40 million or 2.6 percent compared with the first quarter. Second-quarter Forest Products earnings of $204 million were up from $176 million in the first quarter due to higher lumber prices in the United States and stronger shipments from the Canadian lumber operations. In addition, the company realized an $18 million favorable impact from the reversal of previously accrued countervailing and anti-dumping duties on the Weldwood operations. Earnings at Carter Holt Harvey, International Paper's 50.5 percent owned subsidiary in New Zealand, rose slightly to $14 million in the second quarter compared with first-quarter earnings of $10 million. Strong demand in packaging and for wood products in the New Zealand and Australian markets offset weak export prices for pulp and linerboard. The company will hold a webcast to discuss earnings and current market conditions at 10 a.m. (EDT) today. All interested parties are invited to listen to the webcast live via the company's Internet site at http://www.internationalpaper.com by clicking on the Investor Information button. Persons who wish to listen to the live earnings webcast must pre-register at the site prior to the webcast. A replay of the webcast will also be available on the Web site beginning at noon today. International Paper (http://www.internationalpaper.com) is the world's largest paper and forest products company. Businesses include paper, packaging, and forest products. As one of the largest private forest landowners in the world, the company manages its forests under the principles of the Sustainable Forestry Initiative'r' (SFI'sm') program, a system that ensures the continual planting, growing and harvesting of trees while protecting wildlife, plants, soil, air and water quality. Headquartered in the United States, International Paper has operations in nearly 50 countries and exports its products to more than 130 nations. # # # Statements in this press release that are not historical are forward-looking. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including whether our cost reduction efforts will continue to positively impact earnings, the timing and strength of any economic recovery, changes in overall demand, changes in competition, the relative strength of the U.S. dollar compared with other foreign currencies especially the euro, changes in the cost or availability of raw materials, and the cost of compliance with environmental laws and regulations. International Paper Summary of Consolidated Earnings Preliminary and Unaudited (In millions except for net sales and per share amounts)
Three Months Ended Six Months Ended ---------------------------- ------------------------------ June 30, June 30, ----------------------------- ------------------------------- 2002 2001 2002 2001 ---------- ----------- ---------- ----------- Net Sales (In billions) $6.3 $6.7 $12.3 $13.6 ---------- ----------- ---------- ----------- Earnings (Loss) Before Interest, Income Taxes, Minority Interest , Extraordinary Items and Cumulative Effect of Accounting 435 (a) (197) (c,d) 779 (a,b) 138 (d,e) Change Interest expense, net 199 235 404 483 ---------- ----------- ---------- ----------- Earnings (Loss) Before Income Taxes, Minority Interest , Extraordinary Items and 236 (a) (432) (c,d) 375 (a,b) (345) (d,e) Cumulative Effect of Accounting Change Income tax provision (10) (a) (156) (c,d) 33 (a,b) (129) (d,e) Minority interest expense, net of taxes 31 (a) 37 (d) 62 (a) 79 (d) ---------- ----------- ---------- ----------- Earnings (Loss) Before Extraordinary Items And Cumulative Effect of Accounting Change 215 (a) (313) (c,d) 280 (a,b) (295) (d,e) Gains (losses) on sales of investments and businesses, net of taxes and - - - (46) (f) minority interest Cumulative effect of change in accounting for derivatives and hedging - - - (16) activities, net of taxes and minority interest ---------- ----------- ---------- ----------- Net Earnings (Loss) $215 (a) $(313) (c,d) $280 (a,b) $(357) (d,e,f) ========== =========== ========== =========== Earnings (Loss) Per Common Share Before Extraordinary Items and Cumulative Effect of Accounting Change $0.45 (a) $(0.65) (c,d) $0.58 (a,b) $(0.61) (d,e) Earnings (Loss) Per Common Share - Extraordinary Items - - - $(0.10) (f) Cumulative Effect of Accounting Change - - - $(0.03) ---------- ----------- ---------- ----------- Earnings (Loss) Per Common Share $0.45 (a) $(0.65) (c,d) $0.58 (a,b) $(0.74) (d,e,f) ========== =========== ========== =========== Earnings (Loss) Per Common Share - Assuming Dilution $0.45 (a) $(0.65) (c,d) $0.58 (a,b) $(0.74) (d,e,f) ========== =========== ========== =========== Average Shares of Common Stock Outstanding 482.7 483.1 482.5 482.9 ========== =========== ========== ===========
(a) Includes a pre-tax charge of $79 million ($50 million after taxes) for facility closures, administrative realignment and related severance costs, and a net $28 million gain before taxes and minority interest ($96 million after taxes and minority interest) related to sales and expenses of businesses held for sale. (The larger gain on an after-tax basis results from reversing the assumed stock-sale tax treatment of the 2001 fourth quarter write-down of the assets of Arizona Chemical to estimated realizable value.) (b) Includes a $10 million pre-tax credit ($7 million after taxes) for the reversal of reserves no longer required. (c) Includes $32 million of pre-tax charges ($22 million after taxes) for Champion merger integration costs. (d) Includes a charge of $465 million before taxes and minority interest ($300 million after taxes and minority interest) for facility shutdowns, administrative realignment and related severance reserves, and a charge of $85 million ($55 million after taxes) for impairment losses on assets of businesses held for sale. (e) Includes $42 million of pre-tax charges ($28 million after taxes) for Champion merger integration costs. (f) Includes an extraordinary pre-tax charge of $73 million ($46 million after taxes) related to the impairment of our Masonite business to be sold and the divestiture of our Petroleum and Minerals assets. International Paper Company Summary of Consolidated Earnings Preliminary and Unaudited (In millions except for per share amounts)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------ ---------------------------- 2002 2001 2002 2001 ------------ ------------ ----------- ----------- Net Earnings Before Special Items $ 169 $ 64 $ 227 $ 88 Reversal of reserves no longer required - - 7 - Merger integration costs - (22) - (28) Restructuring and other charges (50) (300) (50) (300) Net gains (losses) on sales and impairments of businesses held for sale 96 (55) 96 (101) Cumulative effect of change in accounting for derivatives and hedging activities - - - (16) ------------ ------------ ----------- ----------- Net Earnings (Loss) as Reported $ 215 $ (313) $ 280 $ (357) ============ ============ =========== =========== Three Months Ended Six Months Ended June 30, June 30, ------------------------------ ---------------------------- 2002 2001 2002 2001 ------------ ------------ ----------- ----------- Earnings Per Common Share Before Special Items $ 0.35 $ 0.13 $ 0.47 $ 0.18 Reversal of reserves no longer required - - 0.01 - Merger integration costs - (0.05) (0.06) Restructuring and other charges (0.10) (0.62) (0.10) (0.62) Net gains (losses) on sales and impairments of businesses held for sale 0.20 (0.11) 0.20 (0.21) Cumulative effect of change in accounting for derivatives and hedging activities - - - (0.03) ------------ ------------ ------------ ------------ ----------- ----------- Earnings (Loss) Per Common Share as Reported $ 0.45 $ (0.65) $ 0.58 $ (0.74) ============ ============ =========== ===========
International Paper Sales and Earnings by Industry Segment Preliminary and Unaudited (In Millions) Sales by Industry Segment
Three Months Ended Six Months Ended June 30, June 30, --------------------------- ---------------------------- 2002 2001 2002 2001 ----------- ----------- ----------- ------------ Printing Papers $ 1,815 $ 1,945 $ 3,635 $ 4,030 Industrial and Consumer Packaging 1,530 1,585 2,990 3,175 Distribution 1,575 1,710 3,110 3,510 Forest Products 815 720 1,580 1,405 Carter Holt Harvey 480 400 890 795 Specialty Businesses and Other (1) 445 675 865 1,390 Less: Intersegment Sales (355) (349) (727) (725) ----------- ----------- ----------- ------------ $ 6,305 $ 6,686 $ 12,343 $ 13,580 =========== =========== =========== ============
Earnings by Industry Segment
Three Months Ended Six Months Ended June 30, June 30, --------------------------- ----------------------------- 2002 2001 2002 2001 ---------- ----------- ----------- ------------- Printing Papers $ 106 $ 119 $ 182 $ 273 Industrial and Consumer Packaging 145 139 273 252 Distribution 23 12 41 26 Forest Products 204 182 380 318 Carter Holt Harvey 14 5 24 6 Specialty Businesses and Other (1) 16 25 26 33 ---------- ----------- ----------- ------------- Operating Profit 508 482 926 908 Interest expense, net (199) (235) (404) (483) Minority interest 15 10 25 13 Corporate items, net (37) (107) (131) (191) Merger integration costs - (32) - (42) Restructuring and other charges (79) (465) (79) (465) Net gains (losses) on sales and impairments of businesses held for sale 28 (85) 28 (85) Reversal of reserves no longer required - - 10 - ---------- ----------- ----------- ------------- Earnings (loss) before income taxes, minority interest, extraordinary items and cumulative effect of accounting change $ 236 $ (432) $ 375 $ (345) ========== =========== =========== =============
(1) Includes businesses identified in our divestiture program. International Paper Sales Volumes by Product (1) (2) Preliminary and Unaudited
Three Months Ended Six Months Ended June 30, June 30, ------------------------- ----------------------- 2002 2001 2002 2001 ---------- ---------- ---------- --------- Printing Papers (In thousands of short tons) Uncoated Papers and Bristols 1,614 1,608 3,235 3,261 Coated Papers 533 493 1,042 1,026 Market Pulp 588 618 1,199 1,154 Packaging (In thousands of short tons) Containerboard 580 531 1,084 1,055 Bleached Packaging Board 337 316 651 623 Kraft 140 122 313 275 Industrial and Consumer Packaging 1,168 1,217 2,281 2,420 Forest Products (In millions) Panels (sq. ft. 3/8" - basis) 541 760 1,320 1,448 Lumber (board feet) 1,118 1,025 2,123 2,001 MDF and Particleboard (sq. ft. 3/4" - basis) 191 149 370 305
(1) Includes third party and inter-segment sales. (2) Sales volumes for divested business are included through the date of sale. INTERNATIONAL PAPER COMPANY Consolidated Balance Sheet Preliminary and Unaudited (In Millions)
June 30, December 31, 2002 2001(a) -------- ----------- Assets Current Assets Cash and temporary investments $ 838 $ 1,224 Accounts and notes receivable, net 2,993 2,778 Inventories 2,885 2,877 Assets of businesses held for sale 233 219 Other current assets 1,180 1,057 ------- ------- Total Current Assets 8,129 8,155 ------- ------- Plants, Properties and Equipment, net 14,199 14,616 Forestlands 3,928 4,197 Investments 218 239 Goodwill 6,593 6,543 Deferred Charges and Other Assets 3,720 3,427 ------- ------- Total Assets $36,787 $37,177 ======= ======= Liabilities and Common Shareholders' Equity Current Liabilities Notes payable and current maturities of long-term debt $ -- $ 957 Liabilities of businesses held for sale 54 77 Accounts payable and accrued liabilities 4,379 4,307 ------- ------- Total Current Liabilities 4,433 5,341 ------- ------- Long-Term Debt 12,661 12,457 Deferred Income Taxes 3,990 3,996 Other Liabilities 2,020 2,012 Minority Interest 1,429 1,275 Preferred Securities 1,805 1,805 Common Shareholders' Equity Invested capital 5,788 5,669 Retained earnings 4,661 4,622 ------- ------- Total Common Shareholders' Equity 10,449 10,291 ------- ------- Total Liabilities and Common Shareholders' Equity $36,787 $37,177 ======= =======
(a) December 31, 2001 amounts have been restated to reclassify the assets and liabilities of the Arizona Chemical and Industrial Papers businesses from Assets and Liabilities of Businesses Held for Sale. -----END PRIVACY-ENHANCED MESSAGE-----