filings.toolsItem 1. [FINANCIAL STATEMENTS](#ia74ddf7a40be4b2ea4183bc573caf36416)
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Item 1. [FINANCIAL STATEMENTS](#ia74ddf7a40be4b2ea4183bc573caf36416)
INTERNATIONAL PAPER COMPANY
Condensed Consolidated Statement of Operations
(Unaudited)
(In millions, except per share amounts)
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net Sales | $ | 5,237 | $ | 4,593 | |||||||
| Costs and Expenses | |||||||||||
| Cost of products sold | 3,839 | 3,348 | |||||||||
| Selling and administrative expenses | 341 | 302 | |||||||||
| Depreciation, amortization and cost of timber harvested | 261 | 268 | |||||||||
| Distribution expenses | 424 | 335 | |||||||||
| Taxes other than payroll and income taxes | 36 | 35 | |||||||||
| Restructuring and other charges, net | — | 30 | |||||||||
| Net (gains) losses on sales and impairments of businesses | — | 2 | |||||||||
| Net (gains) losses on sales of equity method investments | — | (74) | |||||||||
| Net (gains) losses on mark to market investments | (46) | — | |||||||||
| Interest expense, net | 69 | 93 | |||||||||
| Non-operating pension expense (income) | (49) | (52) | |||||||||
| Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings | 362 | 306 | |||||||||
| Income tax provision (benefit) | 95 | 88 | |||||||||
| Equity earnings (loss), net of taxes | 93 | 49 | |||||||||
| Earnings (Loss) From Continuing Operations | $ | 360 | $ | 267 | |||||||
| Discontinued operations, net of taxes | — | 82 | |||||||||
| Net Earnings (Loss) | $ | 360 | $ | 349 | |||||||
| Less: Net earnings (loss) attributable to noncontrolling interests | — | — | |||||||||
| Net Earnings (Loss) Attributable to International Paper Company | $ | 360 | $ | 349 | |||||||
| Basic Earnings (Loss) Per Share Attributable to International Paper Company Common Shareholders | |||||||||||
| Earnings (loss) from continuing operations | $ | 0.96 | $ | 0.68 | |||||||
| Discontinued operations, net of taxes | — | 0.21 | |||||||||
| Net earnings (loss) | $ | 0.96 | $ | 0.89 | |||||||
| Diluted Earnings (Loss) Per Share Attributable to International Paper Company Common Shareholders | |||||||||||
| Earnings (loss) from continuing operations | $ | 0.95 | $ | 0.68 | |||||||
| Discontinued operations, net of taxes | — | 0.20 | |||||||||
| Net earnings (loss) | $ | 0.95 | $ | 0.88 | |||||||
| Average Shares of Common Stock Outstanding – assuming dilution | 379.2 | 394.8 |
The accompanying notes are an integral part of these condensed financial statements.
INTERNATIONAL PAPER COMPANY
Condensed Consolidated Statement of Comprehensive Income
(Unaudited)
(In millions)
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net Earnings (Loss) | $ | 360 | $ | 349 | |||||||
| Other Comprehensive Income (Loss), Net of Tax: | |||||||||||
| Amortization of pension and post-retirement prior service costs and net loss: | |||||||||||
| U.S. plans | 20 | 34 | |||||||||
| Change in cumulative foreign currency translation adjustment | (48) | (143) | |||||||||
| Net gains/losses on cash flow hedging derivatives: | |||||||||||
| Net gains (losses) arising during the period | — | (6) | |||||||||
| Reclassification adjustment for (gains) losses included in net earnings (loss) | — | 3 | |||||||||
| Total Other Comprehensive Income (Loss), Net of Tax | (28) | (112) | |||||||||
| Comprehensive Income (Loss) | 332 | 237 | |||||||||
| Other comprehensive (income) loss attributable to noncontrolling interests | — | 1 | |||||||||
| Comprehensive Income (Loss) Attributable to International Paper Company | $ | 332 | $ | 238 |
The accompanying notes are an integral part of these condensed financial statements.
INTERNATIONAL PAPER COMPANY
Condensed Consolidated Balance Sheet
(In millions)
| March 31, 2022 | December 31, 2021 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and temporary investments | $ | 1,031 | $ | 1,295 | |||||||
| Restricted cash | 88 | — | |||||||||
| Accounts and notes receivable, net | 3,363 | 3,232 | |||||||||
| Contract assets | 491 | 378 | |||||||||
| Inventories | 1,746 | 1,814 | |||||||||
| Current investments | 291 | 245 | |||||||||
| Other current assets | 174 | 132 | |||||||||
| Total Current Assets | 7,184 | 7,096 | |||||||||
| Plants, Properties and Equipment, net | 10,336 | 10,441 | |||||||||
| Long-Term Investments | 608 | 751 | |||||||||
| Long-Term Financial Assets of Variable Interest Entities (Note 16) | 2,280 | 2,275 | |||||||||
| Goodwill | 3,128 | 3,130 | |||||||||
| Overfunded Pension Plan Assets | 653 | 595 | |||||||||
| Right of Use Assets | 373 | 365 | |||||||||
| Deferred Charges and Other Assets | 596 | 590 | |||||||||
| Total Assets | $ | 25,158 | $ | 25,243 | |||||||
| Liabilities and Equity | |||||||||||
| Current Liabilities | |||||||||||
| Notes payable and current maturities of long-term debt | $ | 197 | $ | 196 | |||||||
| Accounts payable | 2,657 | 2,606 | |||||||||
| Accrued payroll and benefits | 345 | 440 | |||||||||
| Other current liabilities | 943 | 902 | |||||||||
| Total Current Liabilities | 4,142 | 4,144 | |||||||||
| Long-Term Debt | 5,468 | 5,383 | |||||||||
| Long-Term Nonrecourse Financial Liabilities of Variable Interest Entities (Note 16) | 2,101 | 2,099 | |||||||||
| Deferred Income Taxes | 2,642 | 2,618 | |||||||||
| Underfunded Pension Benefit Obligation | 375 | 377 | |||||||||
| Postretirement and Postemployment Benefit Obligation | 201 | 205 | |||||||||
| Long-Term Lease Obligations | 241 | 236 | |||||||||
| Other Liabilities | 1,101 | 1,099 | |||||||||
| Equity | |||||||||||
| Common stock, $1 par value, 2022 – 448.9 shares and 2021 – 448.9 shares | 449 | 449 | |||||||||
| Paid-in capital | 4,670 | 4,668 | |||||||||
| Retained earnings | 9,218 | 9,029 | |||||||||
| Accumulated other comprehensive loss | (1,694) | (1,666) | |||||||||
| 12,643 | 12,480 | ||||||||||
| Less: Common stock held in treasury, at cost, 2022 – 78.3 shares and 2021 – 70.4 shares | 3,756 | 3,398 | |||||||||
| Total Equity | 8,887 | 9,082 | |||||||||
| Total Liabilities and Equity | $ | 25,158 | $ | 25,243 |
The accompanying notes are an integral part of these condensed financial statements.
INTERNATIONAL PAPER COMPANY
Condensed Consolidated Statement of Cash Flows
(Unaudited)
(In millions)
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Operating Activities | |||||||||||
| Net earnings (loss) | $ | 360 | $ | 349 | |||||||
| Depreciation, amortization and cost of timber harvested | 261 | 309 | |||||||||
| Deferred income tax provision (benefit), net | 30 | 20 | |||||||||
| Restructuring and other charges, net | — | 30 | |||||||||
| Net (gains) losses on mark to market investments | (46) | — | |||||||||
| Net (gains) losses on sales and impairments of businesses | — | 2 | |||||||||
| Net (gains) losses on sales of equity method investments | — | (74) | |||||||||
| Equity method dividends received | 204 | 4 | |||||||||
| Equity (earnings) losses, net | (93) | (49) | |||||||||
| Periodic pension (income) expense, net | (28) | (28) | |||||||||
| Other, net | 51 | 25 | |||||||||
| Changes in current assets and liabilities | |||||||||||
| Accounts and notes receivable | (146) | (186) | |||||||||
| Contract assets | (114) | (83) | |||||||||
| Inventories | 31 | 93 | |||||||||
| Accounts payable and accrued liabilities | 89 | 68 | |||||||||
| Interest payable | 25 | 15 | |||||||||
| Other | (36) | 17 | |||||||||
| Cash Provided By (Used For) Operations | 588 | 512 | |||||||||
| Investment Activities | |||||||||||
| Invested in capital projects, net of insurance recoveries | (185) | (89) | |||||||||
| Acquisitions, net of cash acquired | — | (61) | |||||||||
| Proceeds from sales of equity method investments | — | 397 | |||||||||
| Proceeds from sales of businesses, net of cash divested | — | 11 | |||||||||
| Proceeds from sale of fixed assets | 5 | — | |||||||||
| Cash Provided By (Used For) Investment Activities | (180) | 258 | |||||||||
| Financing Activities | |||||||||||
| Repurchases of common stock and payments of restricted stock tax withholding | (428) | (155) | |||||||||
| Issuance of debt | 88 | 2 | |||||||||
| Reduction of debt | (3) | (111) | |||||||||
| Change in book overdrafts | (66) | (19) | |||||||||
| Dividends paid | (174) | (202) | |||||||||
| Net debt tender premiums paid | — | (19) | |||||||||
| Cash Provided By (Used For) Financing Activities | (583) | (504) | |||||||||
| Cash Included in Assets Held for Sale | — | (54) | |||||||||
| Effect of Exchange Rate Changes on Cash and Temporary Investments and Restricted Cash | (1) | (20) | |||||||||
| Change in Cash and Temporary Investments and Restricted Cash | (176) | 192 | |||||||||
| Cash and Temporary Investments and Restricted Cash | |||||||||||
| Beginning of period | 1,295 | 595 | |||||||||
| End of period | $ | 1,119 | $ | 787 |
The accompanying notes are an integral part of these condensed financial statements.
INTERNATIONAL PAPER COMPANY
Condensed Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States and in accordance with the instructions to Form 10-Q and, in the opinion of management, include all adjustments that are necessary for the fair presentation of International Paper Company’s ("International Paper's", "the Company’s" or "our") financial position, results of operations, and cash flows for the interim periods presented. Except as disclosed herein, such adjustments are of a normal, recurring nature. Results for the first three months of the year may not necessarily be indicative of full year results. It is suggested that these condensed financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which have previously been filed with the Securities and Exchange Commission.
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States that require the use of management’s estimates. Actual results could differ from management’s estimates.
Printing Papers Spinoff
On October 1, 2021, the Company completed the previously announced spin-off of its Printing Papers segment along with certain mixed-use coated paperboard and pulp businesses in North America, France and Russia into a standalone, publicly-traded company, Sylvamo Corporation. The transaction was implemented through the distribution of shares of the standalone company to International Paper's shareholders (the "Distribution"). As a result of the Distribution, Sylvamo Corporation is an independent public company that trades on the New York Stock Exchange under the symbol "SLVM".
In addition to the spin-off of Sylvamo Corporation, the Company completed the sale of its Kwidzyn, Poland mill on August 6, 2021. All historical operating results of the Sylvamo Corporation businesses and Kwidzyn mill have been presented as Discontinued Operations, net of tax, in the condensed consolidated statement of operations. See Note 9 - Divestitures and Impairments of Businesses for further details regarding the Sylvamo Corporation spin-off and discontinued operations.
Russia/Ukraine Conflict
The Russia-Ukraine conflict, including escalating sanctions, possible actions by the Russian government, and associated domestic and global economic and geopolitical conditions, could materially and adversely affect our Ilim joint venture and could otherwise adversely affect our business, financial condition, results of operations and cash flows. We are currently unable to predict the impact the Russian invasion of Ukraine, sanctions imposed to date or that may be imposed in the future, geopolitical instability and the possibility of broadened military conflict may have on us or our Ilim joint venture, including on our receipt of dividends from our Ilim joint venture. Moreover, we have announced our intention to explore strategic options with respect to Ilim S.A., including a sale of our 50% equity interest in Ilim S.A. In addition, we have disclosed our intent to monetize our remaining equity stake in Sylvamo Corporation (which has certain operations in Russia, and announced in March 2022 that it began the suspension of operations in Russia and that it was continuing to assess various options for its operations in that country). While we may sell our equity interests in the Ilim joint venture and/or Sylvamo in the future, we cannot be certain if and when this may occur, or the impact that possible disruptions in the capital markets, or conditions associated with the Russia-Ukraine conflict, could have on the value of and our ability to sell our equity interests in the Ilim joint venture and/or Sylvamo and the timing of any such sales.
NOTE 2 - RECENT ACCOUNTING DEVELOPMENTS
Recently Issued Accounting Pronouncements Not Yet Adopted
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This guidance provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. This guidance is effective upon issuance and generally can be applied through December 31, 2022. The Company will apply the amendments in this update to account for contract modifications due to changes in reference rates once those occur. We do not expect these amendments to have a material impact on our consolidated financial statements and related disclosures.
Government Assistance
In November 2021, the FASB issued ASU 2021-10, "Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance." This guidance requires a business entity to provide certain disclosures around assistance received from governments. This guidance is effective for annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the provisions of the guidance.
Generally, the Company recognizes revenue on a point-in-time basis when the customer takes title to the goods and assumes the risks and rewards for the goods. For customized goods where the Company has a legally enforceable right to payment for the goods, the Company recognizes revenue over time which, generally, is as the goods are produced.
Disaggregated Revenue
A geographic disaggregation of revenues across our company segmentation in the following tables provides information to assist in evaluating the nature, timing and uncertainty of revenue and cash flows and how they may be impacted by economic factors.
| Three Months Ended March 31, 2022 | ||||||||||||||||||||||||||
| In millions | Industrial Packaging | Global Cellulose Fibers | Corporate and Inter-segment Sales | Total | ||||||||||||||||||||||
| Primary Geographical Markets (a) | ||||||||||||||||||||||||||
| United States | $ | 3,761 | $ | 662 | $ | 120 | $ | 4,543 | ||||||||||||||||||
| EMEA | 410 | 30 | — | 440 | ||||||||||||||||||||||
| Pacific Rim and Asia | 10 | 18 | 1 | 29 | ||||||||||||||||||||||
| Americas, other than U.S. | 225 | — | — | 225 | ||||||||||||||||||||||
| Total | $ | 4,406 | $ | 710 | $ | 121 | $ | 5,237 | ||||||||||||||||||
| Operating Segments | ||||||||||||||||||||||||||
| North American Industrial Packaging | $ | 4,025 | $ | — | $ | — | $ | 4,025 | ||||||||||||||||||
| EMEA Industrial Packaging | 410 | — | — | 410 | ||||||||||||||||||||||
| Global Cellulose Fibers | — | 710 | — | 710 | ||||||||||||||||||||||
| Intra-segment Eliminations | (29) | — | — | (29) | ||||||||||||||||||||||
| Corporate & Inter-segment Sales | — | — | 121 | 121 | ||||||||||||||||||||||
| Total | $ | 4,406 | $ | 710 | $ | 121 | $ | 5,237 |
(a) Net sales are attributed to countries based on the location of the seller.
| Three Months Ended March 31, 2021 | ||||||||||||||||||||||||||
| In millions | Industrial Packaging | Global Cellulose Fibers | Corporate & Intersegment | Total | ||||||||||||||||||||||
| Primary Geographical Markets (a) | ||||||||||||||||||||||||||
| United States | $ | 3,332 | $ | 543 | $ | 47 | $ | 3,922 | ||||||||||||||||||
| EMEA | 393 | 24 | (1) | 416 | ||||||||||||||||||||||
| Pacific Rim and Asia | 18 | 28 | 14 | 60 | ||||||||||||||||||||||
| Americas, other than U.S. | 187 | — | 8 | 195 | ||||||||||||||||||||||
| Total | $ | 3,930 | $ | 595 | $ | 68 | $ | 4,593 | ||||||||||||||||||
| Operating Segments | ||||||||||||||||||||||||||
| North American Industrial Packaging | $ | 3,560 | $ | — | $ | — | $ | 3,560 | ||||||||||||||||||
| EMEA Industrial Packaging | 396 | — | — | 396 | ||||||||||||||||||||||
| Global Cellulose Fibers | — | 595 | — | 595 | ||||||||||||||||||||||
| Intra-segment Eliminations | (26) | — | — | (26) | ||||||||||||||||||||||
| Corporate & Inter-segment Sales | — | — | 68 | 68 | ||||||||||||||||||||||
| Total | $ | 3,930 | $ | 595 | $ | 68 | $ | 4,593 |
(a) Net sales are attributed to countries based on the location of the seller.
Revenue Contract Balances
A contract asset is created when the Company recognizes revenue on its customized products prior to having an unconditional right to payment from the customer, which generally does not occur until title and risk of loss passes to the customer.
A contract liability is created when customers prepay for goods prior to the Company transferring those goods to the customer. The contract liability is reduced once control of the goods is transferred to the customer. The majority of our customer prepayments are received during the fourth quarter each year for goods that will be transferred to customers over the following twelve months. Contract liabilities of $22 million and $27 million are included in Other current liabilities in the accompanying condensed consolidated balance sheet as of March 31, 2022 and December 31, 2021, respectively. During the second quarter of 2021, the Company also recorded a contract liability of $115 million related to the April 2021 acquisition disclosed in Note 8 - Acquisitions. The balance of this contract liability was $105 million and $107 million at March 31, 2022 and December 31, 2021, respectively, and is recorded in Other current liabilities and Other Liabilities in the accompanying condensed consolidated balance sheet.
The difference between the opening and closing balances of the Company's contract assets and contract liabilities primarily results from the difference between the price and quantity at comparable points in time for goods for which we have an unconditional right to payment or receive prepayment from the customer, respectively.
A summary of the changes in equity for the three months March 31, 2022 and 2021 is provided below:
| Three Months Ended March 31, 2022 | |||||||||||||||||||||||||||||||||||
| In millions, except per share amounts | Common Stock Issued | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Common Stock Held In Treasury, At Cost | Total Equity | |||||||||||||||||||||||||||||
| Balance, January 1 | $ | 449 | $ | 4,668 | $ | 9,029 | $ | (1,666) | $ | 3,398 | $ | 9,082 | |||||||||||||||||||||||
| Issuance of stock for various plans, net | — | 2 | — | — | (70) | $ | 72 | ||||||||||||||||||||||||||||
| Repurchase of stock | — | — | — | — | 428 | $ | (428) | ||||||||||||||||||||||||||||
| Common stock dividends ($0.4625 per share) | — | — | (171) | — | — | $ | (171) | ||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | 360 | (28) | — | $ | 332 | ||||||||||||||||||||||||||||
| Ending Balance, March 31 | $ | 449 | $ | 4,670 | $ | 9,218 | $ | (1,694) | $ | 3,756 | $ | 8,887 |
| Three Months Ended March 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| In millions, except per share amounts | Common Stock Issued | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Common Stock Held In Treasury, At Cost | Total International Paper Shareholders’ Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||
| Balance, January 1 | $ | 449 | $ | 6,325 | $ | 8,070 | $ | (4,342) | $ | 2,648 | $ | 7,854 | $ | 14 | $ | 7,868 | |||||||||||||||||||||||||||||||
| Issuance of stock for various plans, net | — | (58) | — | — | (84) | 26 | — | 26 | |||||||||||||||||||||||||||||||||||||||
| Repurchase of stock | — | — | — | — | 155 | (155) | — | (155) | |||||||||||||||||||||||||||||||||||||||
| Common stock dividends ($0.5125 per share) | — | — | (205) | — | — | (205) | — | (205) | |||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | 349 | (111) | — | 238 | (1) | 237 | |||||||||||||||||||||||||||||||||||||||
| Ending Balance, March 31 | $ | 449 | $ | 6,267 | $ | 8,214 | $ | (4,453) | $ | 2,719 | $ | 7,758 | $ | 13 | $ | 7,771 |
NOTE 5 - OTHER COMPREHENSIVE INCOME
The following table presents changes in accumulated other comprehensive income (AOCI) for the three months ended March 31, 2022 and 2021:
| Three Months Ended March 31, | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Defined Benefit Pension and Postretirement Adjustments | |||||||||||
| Balance at beginning of period | $ | (962) | $ | (1,880) | |||||||
| Amounts reclassified from accumulated other comprehensive income | 20 | 34 | |||||||||
| Balance at end of period | (942) | (1,846) | |||||||||
| Change in Cumulative Foreign Currency Translation Adjustments | |||||||||||
| Balance at beginning of period | (694) | (2,457) | |||||||||
| Other comprehensive income (loss) before reclassifications | (48) | (143) | |||||||||
| Other comprehensive income (loss) attributable to noncontrolling interest | — | 1 | |||||||||
| Balance at end of period | (742) | (2,599) | |||||||||
| Net Gains and Losses on Cash Flow Hedging Derivatives | |||||||||||
| Balance at beginning of period | (10) | (5) | |||||||||
| Other comprehensive income (loss) before reclassifications | — | (6) | |||||||||
| Amounts reclassified from accumulated other comprehensive income | — | 3 | |||||||||
| Balance at end of period | (10) | (8) | |||||||||
| Total Accumulated Other Comprehensive Income (Loss) at End of Period | $ | (1,694) | $ | (4,453) |
The following table presents details of the reclassifications out of AOCI for the three months ended March 31, 2022 and 2021:
| In millions: | Amount Reclassified from Accumulated Other Comprehensive Income | Location of Amount Reclassified from AOCI | |||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Defined benefit pension and postretirement items: | |||||||||||||||||
| Prior-service costs | $ | (5) | $ | (6) | (a) | Non-operating pension expense | |||||||||||
| Actuarial gains (losses) | (22) | (40) | (a) | Non-operating pension expense | |||||||||||||
| Total pre-tax amount | (27) | (46) | |||||||||||||||
| Tax (expense) benefit | 7 | 12 | |||||||||||||||
| Total, net of tax | (20) | (34) | |||||||||||||||
| Net gains and losses on cash flow hedging derivatives: | |||||||||||||||||
| Foreign exchange contracts | — | (4) | (b) | Cost of products sold | |||||||||||||
| Total pre-tax amount | — | (4) | |||||||||||||||
| Tax (expense)/benefit | — | 1 | |||||||||||||||
| Net of tax | — | (3) | |||||||||||||||
| Total reclassifications for the period | $ | (20) | $ | (37) |
(a)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 19 for additional details).
(b)This accumulated other comprehensive income component is included in our derivatives and hedging activities (see Note 18 for additional details).
NOTE 6 - EARNINGS PER SHARE ATTRIBUTABLE TO INTERNATIONAL PAPER COMPANY COMMON SHAREHOLDERS
Basic earnings per share is computed by dividing earnings by the weighted average number of common shares outstanding. Diluted earnings per share is computed assuming that all potentially dilutive securities were converted into common shares. There are no adjustments required to be made to net income for purposes of computing basic and diluted earnings per share. A reconciliation of the amounts included in the computation of basic earnings (loss) per share and diluted earnings (loss) per share is as follows:
| Three Months Ended March 31, | |||||||||||
| In millions, except per share amounts | 2022 | 2021 | |||||||||
| Earnings (loss) from continuing operations attributable to International Paper Company common shareholders | $ | 360 | $ | 267 | |||||||
| Weighted average common shares outstanding | 375.2 | 392.8 | |||||||||
| Effect of dilutive securities | |||||||||||
| Restricted performance share plan | 4.0 | 2.0 | |||||||||
| Weighted average common shares outstanding – assuming dilution | 379.2 | 394.8 | |||||||||
| Basic earnings (loss) per share from continuing operations | $ | 0.96 | $ | 0.68 | |||||||
| Diluted earnings (loss) per share from continuing operations | $ | 0.95 | $ | 0.68 |
NOTE 7 - RESTRUCTURING AND OTHER CHARGES, NET
2022: There were no restructuring and other charges recorded during the three months ended March 31, 2022.
2021: During the three months ended March 31, 2021, the Company recorded an $18 million pre-tax charge in Corporate related to early debt extinguishment costs and a $12 million pre-tax charge in the Industrial Packaging segment for severance related to the optimization of our EMEA Packaging business.
2021: On April 1, 2021, the Company closed on the previously announced acquisition of two box plants located in Spain. The total purchase consideration, inclusive of working capital adjustments, was approximately €71 million (approximately $83 million based on the April 1, 2021 exchange rate).
The following table summarizes the final fair value assigned to assets and liabilities acquired as of April 1, 2021:
| In millions | |||||
| Cash and temporary investments | $ | 5 | |||
| Accounts and notes receivable | 10 | ||||
| Inventories | 3 | ||||
| Plants, properties and equipment | 50 | ||||
| Goodwill | 23 | ||||
| Intangible assets | 13 | ||||
| Total assets acquired | $ | 104 | |||
| Short-term debt | 2 | ||||
| Accounts payable and accrued liabilities | 4 | ||||
| Other current liabilities | 2 | ||||
| Long-term debt | 1 | ||||
| Deferred income taxes | 12 | ||||
| Total liabilities assumed | 21 | ||||
| Net assets acquired | $ | 83 |
Pro forma information has not been included as it is impracticable to obtain the information due to the lack of availability of historical U.S. GAAP financial data. The results of the operations of these businesses do not have a material effect on the Company's consolidated results of operations.
The Company has accounted for the above acquisition under ASC 805, "Business Combinations" and the results of operations have been included in International Paper's financial statements beginning with the date of acquisition.
2021: In April 2021, the Company received a noncontrolling interest in a U.S-based corrugated packaging producer. In the second quarter of 2021, the Company recorded its investment of $115 million based on the fair value of the noncontrolling interest, and a corresponding contract liability that is amortized over 15 years. The Company is party to various agreements with the entity which includes a containerboard supply agreement. The Company is accounting for its interest as an equity method investment.
NOTE 9 - DIVESTITURES AND IMPAIRMENTS
Printing Papers Spin-off
2021: On October 1, 2021, the Company completed the previously announced spin-off of its Printing Papers segment along with certain mixed-use coated paperboard and pulp businesses in North America, France and Russia into a standalone, publicly-traded company, Sylvamo Corporation. The transaction was implemented through the distribution of shares of the standalone company to International Paper's shareholders (the "Distribution"). As a result of the Distribution, Sylvamo Corporation is an independent public company that trades on the New York Stock Exchange under the symbol "SLVM".
The Distribution was made to the Company's stockholders of record as of the close of business on September 15, 2021 (the "Record Date"), and such stockholders received one share of Sylvamo Corporation common stock for every 11 shares of International Paper common stock held as of the close of business on the Record Date. The Company retained 19.9% of the shares of Sylvamo at the time of the separation and this retained investment is discussed further in Note 10 - Supplementary Financial Statement Information. The spin-off was tax-free for the Company and its shareholders for U.S. federal income tax purposes.
In connection with the Distribution, on September 29, 2021, the Company and Sylvamo Corporation entered into a separation and distribution agreement as well as various other agreements that govern the relationships between the parties following the Distribution, including a transition services agreement, a tax matters agreement and an employee matters agreement. These agreements provide for the allocation between the Company and Sylvamo Corporation of assets, liabilities and obligations attributable to periods prior to, at and after the Distribution and govern certain relationships between the Company and Sylvamo Corporation after the Distribution. The Company is also party to various ongoing operational agreements with Sylvamo Corporation under which it sells fiber, paper and other products. Sales under these agreements were $198 million for the three months ended March 31, 2022.
All historical operating results of the Sylvamo Corporation businesses, as well as the results of our Kwidzyn, Poland mill that was sold on August 6, 2021, are presented as Discontinued Operations, net of tax, in the consolidated statement of operations. Kwidzyn was previously part of the Printing Papers business prior to its sale in August 2021. See Kwidzyn Mill section below for further details regarding this sale.
The following summarizes the major classes of line items comprising Earnings (Loss) Before Income Taxes and Equity Earnings reconciled to Discontinued Operations, net of tax, related to the Sylvamo Corporation businesses and Kwidzyn for the three months ended March 31, 2021 in the condensed consolidated statement of operations:
| In millions | Three Months Ended March 31, 2021 | ||||
| Net Sales | $ | 770 | |||
| Costs and Expenses | |||||
| Cost of products sold | 499 | ||||
| Selling and administrative expenses | 59 | ||||
| Depreciation, amortization and cost of timber harvested | 41 | ||||
| Distribution expenses | 70 | ||||
| Taxes other than payroll and income taxes | 8 | ||||
| Earnings (Loss) Before Income Taxes and Equity Earnings | 93 | ||||
| Income tax provision (benefit) | 11 | ||||
| Discontinued Operations, Net of Taxes | $ | 82 |
The following summarizes the total cash provided by operations and total cash used for investing activities related to the Sylvamo Corporation businesses and Kwidzyn and included in the condensed consolidated statement of cash flows for the three months ended March 31, 2021:
| In millions | Three Months Ended March 31, 2021 | ||||
| Cash Provided by (Used For) Operating Activities | $ | 79 | |||
| Cash Provided by (Used For) Investment Activities | $ | (19) |
In anticipation of the spin-off, Sylvamo incurred $1.5 billion in debt during the third quarter of 2021 with the proceeds used for a distribution to the Company and other expenses associated with the transaction. The Company was an obligor of the debt prior to the spin-off as Sylvamo was a wholly-owned subsidiary. Subsequent to the distribution of the net assets, the Company was no longer an obligor of the Sylvamo debt. The $1.5 billion of borrowings was comprised of $450 million of 7.00% senior unsecured notes due 2029 issued in September 2021. It was also comprised of the senior secured credit facility that Sylvamo entered into in September 2021 which consisted of $450 million of borrowings related to its term loan “B” facility, $520 million of borrowings related to its term loan “F” facility, and the $100 million draw on its revolving credit facility which had a capacity of $450 million. Additionally, at the time of the spin-off in the fourth quarter of 2021, the Company distributed $130 million to Sylvamo.
Kwidzyn Mill
2021: On August 6, 2021, the Company completed the sale of its Kwidzyn, Poland mill for €669 million (approximately $794 million using the July 31, 2021 exchange rate) in cash. The business included the pulp and paper mill in Kwidzyn and supporting functions. During the third quarter of 2021, the Company recorded a net gain of $360 million ($350 million after taxes) including a gain of $404 million ($394 million after taxes) related to the sale of net assets and a loss of $44 million (before and after taxes) related to the cumulative foreign currency translation loss. During the fourth quarter of 2021, the Company incurred $9 million ($6 million after taxes) of costs related to the sale of Kwidzyn. All historical operating results for Kwidzyn have been presented as Discontinued Operations, net of tax, in the condensed consolidated statement of operations.
Olmuksan International Paper
2021: On May 31, 2021, the Company completed the sale of its 90.38% ownership interest in Olmuksan International Paper, a corrugated packaging business in Turkey, to Mondi Group for €66 million (approximately $81 million using the May 31, 2021 exchange rate). During the second quarter of 2021, the Company recorded a gain of $6 million ($0 after taxes) related to the business working capital adjustment.
In conjunction with the announced agreement in the fourth quarter of 2020, a determination was made that the current book value of the Olmuksan International Paper disposal group exceeded its estimated fair value of $79 million which was based on the agreed upon transaction price. As a result, a preliminary charge of $123 million (before and after taxes) was recorded during the fourth quarter of 2020. During the first quarter of 2021, the Company recorded an additional charge of $2 million (before and after taxes) related to the cumulative foreign currency translation loss. This charge is included in the Net (gains) losses on sales and impairments of businesses in the accompanying condensed consolidated statement of operations and is included in the results for the Industrial Packaging segment.
NOTE 10 - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION
Temporary Investments
Temporary investments with an original maturity of three months or less and money market funds with greater than three month maturities but with the right to redeem without notices are treated as cash equivalents and are stated at cost. Temporary investments totaled $889 million and $1.1 billion at March 31, 2022 and December 31, 2021, respectively.
Restricted Cash
A reconciliation of cash and temporary investments and restricted cash in the condensed consolidated balance sheet to cash and temporary investments and restricted cash in the condensed consolidated statement of cash flows for the three months ended March 31, 2022 is below. The Company had no restricted cash at March 31, 2021.
| Three Months Ended March 31, | |||||||||||
| In millions | 2022 | ||||||||||
| Cash and Temporary Investments | $ | 1,031 | |||||||||
| Restricted Cash | 88 | ||||||||||
| Total Cash and Temporary Investments and Restricted Cash | $ | 1,119 |
The Company's restricted cash consists of the cash proceeds from the $88 million first quarter 2022 debt issuance. Proceeds from this debt issuance were used to repay debt maturing on April 1, 2022. See Note 17 - Debt for further details regarding the first quarter 2022 debt issuance and the expected debt repayment.
Accounts and Notes Receivable
| In millions | March 31, 2022 | December 31, 2021 | |||||||||
| Accounts and notes receivable, net: | |||||||||||
| Trade (less allowances of $31 in 2022 and $34 in 2021) | $ | 3,124 | $ | 3,027 | |||||||
| Other | 239 | 205 | |||||||||
| Total | $ | 3,363 | $ | 3,232 |
Inventories
| In millions | March 31, 2022 | December 31, 2021 | |||||||||
| Raw materials | $ | 251 | $ | 245 | |||||||
| Finished pulp, paper and packaging | 986 | 1,014 | |||||||||
| Operating supplies | 458 | 486 | |||||||||
| Other | 51 | 69 | |||||||||
| Total | $ | 1,746 | $ | 1,814 |
Current Investments
As a result of the 2021 spin-off of Sylvamo Corporation, the Company retained 19.9% of the shares of Sylvamo. The intent is to monetize its investment and to provide additional proceeds to the Company. The Company is accounting for its ownership interest in Sylvamo at fair value as an investment in equity securities. The investment was valued at $291 million and $245 million at March 31, 2022 and December 31, 2021, respectively, and is recorded in Current investments in the accompanying condensed consolidated balance sheet.
In April 2022, the Company borrowed approximately $144 million under a term loan credit agreement with a third-party lender. Subsequently, the Company exchanged 4,132,000 shares of Sylvamo Corporation common stock owned by the Company in exchange and as repayment of the approximately $144 million term loan obligation. After this transaction, the Company owns 4,614,358, or approximately 10.5% of the shares, of Sylvamo Corporation common stock.
Plants, Properties and Equipment
Accumulated depreciation was $17.8 billion and $17.6 billion at March 31, 2022 and December 31, 2021, respectively. Depreciation expense was $250 million and $258 million for the three months ended March 31, 2022 and 2021, respectively.
Non-cash additions to plants, properties and equipment included within accounts payable were $68 million and $106 million at March 31, 2022 and December 31, 2021, respectively.
Amounts invested in capital projects in the accompanying condensed consolidated statement of cash flows are presented net of insurance recoveries of $18 million received during the three months ended March 31, 2022 and $2 million received during the three months ended March 31, 2021.
Interest
Interest payments made during the three months ended March 31, 2022 and 2021 were $56 million and $111 million, respectively.
Amounts related to interest were as follows:
| Three Months Ended March 31, | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Interest expense | $ | 77 | $ | 124 | |||||||
| Interest income | 8 | 31 | |||||||||
| Capitalized interest costs | 4 | 2 |
Asset Retirement Obligations
The Company had recorded liabilities of $107 million related to asset retirement obligations at March 31, 2022 and December 31, 2021.
International Paper leases various real estate, including certain operating facilities, warehouses, office space and land. The Company also leases material handling equipment, vehicles, and certain other equipment. The Company's leases have a remaining lease term of up to 31 years. Total lease costs were $60 million for both of the three months ended March 31, 2022 and 2021.
Supplemental Balance Sheet Information Related to Leases
| In millions | Classification | March 31, 2022 | December 31, 2021 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Operating lease assets | Right-of-use assets | $ | 373 | $ | 365 | |||||||||||||||
| Finance lease assets | Plants, properties and equipment, net (a) | 55 | 57 | |||||||||||||||||
| Total leased assets | $ | 428 | $ | 422 | ||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Current | ||||||||||||||||||||
| Operating | Other current liabilities | $ | 137 | $ | 132 | |||||||||||||||
| Finance | Notes payable and current maturities of long-term debt | 10 | 10 | |||||||||||||||||
| Noncurrent | ||||||||||||||||||||
| Operating | Long-term lease obligations | 241 | 236 | |||||||||||||||||
| Finance | Long-term debt | 54 | 56 | |||||||||||||||||
| Total lease liabilities | $ | 442 | $ | 434 |
(a)Finance leases are recorded net of accumulated amortization of $52 million and $51 million as of March 31, 2022 and December 31, 2021, respectively.
NOTE 12 - EQUITY METHOD INVESTMENTS
The Company accounts for the following investments under the equity method of accounting.
Ilim S.A.
The Company has a 50% equity interest in Ilim S.A. (Ilim), which has subsidiaries whose primary operations are in Russia. The Company recorded equity earnings, net of taxes, of $93 million and $49 million for the three months ended March 31, 2022 and 2021, respectively. Foreign exchange losses included in equity earnings for the three months ended March 31, 2022 were $15 million, primarily on the remeasurement of U.S. dollar denominated payables. JSC Ilim Group had no U.S. dollar-denominated debt outstanding as of March 31, 2022. Equity earnings (losses) for the three months ended March 31, 2021 included after-tax foreign exchange losses of $2 million primarily on the remeasurement of U.S. dollar-denominated debt. The Company received cash dividends from the joint venture of $204 million during the first three months of 2022. At March 31, 2022 and December 31, 2021, the Company's investment in Ilim, which is recorded in Long-Term Investments in the condensed consolidated balance sheets, was $413 million and $557 million, respectively, which was $125 million and $121 million, respectively, more than the Company's proportionate share of the joint venture's underlying net assets. The differences primarily relate to currency translation adjustments and the basis difference between the fair value of our investment at acquisition and the underlying net assets. Prior to the spin-off of the Printing Papers segment on October 1, 2021, the Company was party to a joint marketing agreement with JSC Ilim Group, a subsidiary of Ilim, under which the Company purchased, marketed and sold paper produced by JSC Ilim Group. Purchases under this agreement were $41 million for the three months ended March 31, 2021. The joint marketing agreement was conveyed to Sylvamo Corporation as part of the spin-off transaction on October 1, 2021.
Summarized financial information for Ilim is presented in the following tables:
Balance Sheet
| In millions | March 31, 2022 | December 31, 2021 | |||||||||
| Current assets | 772 | $ | 1,010 | ||||||||
| Noncurrent assets | 2,830 | 3,145 | |||||||||
| Current liabilities | 1,404 | 1,212 | |||||||||
| Noncurrent liabilities | 1,595 | 2,047 | |||||||||
| Noncontrolling interests | 27 | 24 |
Income Statement
| Three Months Ended March 31, | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Net sales | $ | 707 | $ | 531 | |||||||
| Gross profit | 399 | 248 | |||||||||
| Income (loss) from continuing operations | 182 | 103 | |||||||||
| Net income (loss) | 177 | 100 |
The Company's remaining equity method investments are not material.
NOTE 13 - GOODWILL AND OTHER INTANGIBLES
Goodwill
The following table presents changes in goodwill balances as allocated to each business segment for the three-months ended March 31, 2022:
| In millions | Industrial Packaging | Global Cellulose Fibers | Total | ||||||||||||||
| Balance as of January 1, 2022 | |||||||||||||||||
| Goodwill | $ | 3,426 | $ | 52 | $ | 3,478 | |||||||||||
| Accumulated impairment losses | (296) | (52) | (348) | ||||||||||||||
| 3,130 | — | 3,130 | |||||||||||||||
| Currency translation and other (a) | (2) | — | (2) | ||||||||||||||
| Goodwill additions/reductions | — | — | — | ||||||||||||||
| Accumulated impairment loss additions / reductions | — | — | — | ||||||||||||||
| Balance as of March 31, 2022 | |||||||||||||||||
| Goodwill | 3,424 | 52 | 3,476 | ||||||||||||||
| Accumulated impairment losses | (296) | (52) | (348) | ||||||||||||||
| Total | $ | 3,128 | $ | — | $ | 3,128 |
(a)Represents the effects of foreign currency translations.
Other Intangibles
Identifiable intangible assets are recorded in Deferred Charges and Other Assets in the accompanying condensed consolidated balance sheet and comprised the following:
| March 31, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||||||||
| In millions | Gross Carrying Amount | Accumulated Amortization | Net Intangible Assets | Gross Carrying Amount | Accumulated Amortization | Net Intangible Assets | |||||||||||||||||||||||||||||
| Customer relationships and lists | $ | 491 | $ | 279 | $ | 212 | $ | 493 | $ | 273 | $ | 220 | |||||||||||||||||||||||
| Tradenames, patents and trademarks, and developed technology | 170 | 135 | 35 | 170 | 131 | 39 | |||||||||||||||||||||||||||||
| Land and water rights | 8 | 2 | 6 | 8 | 2 | 6 | |||||||||||||||||||||||||||||
| Other | 24 | 21 | 3 | 24 | 21 | 3 | |||||||||||||||||||||||||||||
| Total | $ | 693 | $ | 437 | $ | 256 | $ | 695 | $ | 427 | $ | 268 |
The Company recognized the following amounts as amortization expense related to intangible assets:
| Three Months Ended March 31, | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Amortization expense related to intangible assets | $ | 11 | $ | 11 |
International Paper made income tax payments, net of refunds, of $20 million and $17 million for the three months ended March 31, 2022 and 2021, respectively.
The Company currently estimates, that as a result of ongoing discussions, pending tax settlements and expirations of statutes of limitations, the amount of unrecognized tax benefits could be reduced by approximately $13 million during the next 12 months.
NOTE 15 - COMMITMENTS AND CONTINGENCIES
Guarantees
In connection with sales of businesses, property, equipment, forestlands and other assets, International Paper commonly makes representations and warranties relating to such businesses or assets, and may agree to indemnify buyers with respect to tax and environmental liabilities, breaches of representations and warranties, and other matters. Where liabilities for such matters are determined to be probable and reasonably estimable, accrued liabilities are recorded at the time of sale as a cost of the transaction.
Brazil Goodwill Tax Matter: The Brazilian Federal Revenue Service has challenged the deductibility of goodwill amortization generated in a 2007 acquisition by Sylvamo do Brasil Ltda., a wholly-owned subsidiary of the Company ("Sylvamo Brazil") until the October 1, 2021 spin-off of the Printing Papers business after which it became a subsidiary of Sylvamo Corporation. Sylvamo Brazil received assessments for the tax years 2007-2015 totaling approximately $123 million in tax, and $414 million in interest, penalties, and fees as of March 31, 2022 (adjusted for variation in currency exchange rates). After a previous favorable ruling challenging the basis for these assessments, Sylvamo Brazil received subsequent unfavorable decisions from the Brazilian Administrative Council of Tax Appeals. Sylvamo Brazil has appealed these and intends to appeal any future unfavorable administrative judgments to the Brazilian federal courts; however, this tax litigation matter may take many years to resolve. Sylvamo Brazil and International Paper believe the transaction underlying these assessments was appropriately evaluated, and that Sylvamo Brazil's tax position would be sustained, based on Brazilian tax law.
This matter pertains to a business that was conveyed to Sylvamo Corporation as of October 1, 2021, as part of our spin-off transaction. Pursuant to the terms of the tax matters agreement entered into between the Company and Sylvamo Corporation, the Company will pay 60% and Sylvamo will pay 40%, on up to $300 million of any assessment related to this matter, and the Company will pay all amounts of the assessment over $300 million. Under the terms of the agreement, decisions concerning the conduct of the litigation related to this matter, including strategy, settlement, pursuit and abandonment, will be made by the Company. Sylvamo Corporation thus has no control over any decision related to this ongoing litigation. The Company intends to vigorously defend this historic tax position against the current assessments and any similar assessments that may be issued for tax years subsequent to 2015. The Brazilian government may enact a tax amnesty program that would allow Sylvamo do Brasil Ltda. to resolve this dispute for less than the assessed amount. As of October 1, 2021, in connection with the recording of the distribution of assets and liabilities resulting from the spin-off transaction, the Company has established a liability representing the initial fair value of the contingent liability under the tax matters agreement. The contingent liability was determined in accordance with ASC 460 "Guarantees" based on the probability weighting of various possible outcomes. The initial fair value estimate and recorded liability as of December 31, 2021 was $48 million and remains this amount at March 31, 2022. This liability will not be adjusted in subsequent periods unless facts and circumstances change such that an amount greater than the initial recognized liability becomes probable and estimable.
Environmental
The Company has been named as a potentially responsible party (PRP) in environmental remediation actions under various federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). Many of these proceedings involve the cleanup of hazardous substances at large commercial landfills that received waste from many different sources. While joint and several liability is authorized under CERCLA and equivalent state laws, as a practical matter, liability for CERCLA cleanups is typically allocated among the many PRPs. There are other remediation costs typically associated with the cleanup of hazardous substances at the Company’s current, closed or formerly-owned facilities, and recorded as liabilities in the balance sheet.
Remediation costs are recorded in the consolidated financial statements when they become probable and reasonably estimable. International Paper has estimated the probable liability associated with these environmental remediation matters, including those described herein, to be approximately $182 million ($190 million undiscounted) in the aggregate as of March 31, 2022. Other than as described below, completion of required environmental remedial actions is not expected to have a material effect on our consolidated financial statements.
Cass Lake: One of the matters included above arises out of a closed wood-treatment facility located in Cass Lake, Minnesota. In June 2011, the United States Environmental Protection Agency (EPA) selected and published a proposed soil remedy at the site with an estimated cost of $46 million. In April 2020, the EPA issued a final plan concerning clean-up standards at a portion of the site, the estimated cost of which is included within the soil remedy referenced above.
Kalamazoo River: The Company is a PRP with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site in Michigan. The EPA asserts that the site is contaminated by polychlorinated biphenyls (PCBs) primarily as a result of discharges from various paper mills located along the Kalamazoo River, including a paper mill formerly owned by St. Regis Paper Company (St. Regis). The Company is a successor in interest to St. Regis.
-
Operable Unit 5, Area 1: In March 2016, the Company and other PRPs received a special notice letter from the EPA (i) inviting participation in implementing a remedy for a portion of the site known as Operable Unit 5, Area 1, and (ii) demanding reimbursement of EPA past costs totaling $37 million, including $19 million in past costs previously demanded by the EPA. The Company responded to the special notice letter. In December 2016, the EPA issued a unilateral administrative order to the Company and other PRPs to perform the remedy. The Company responded to the unilateral administrative order, agreeing to comply with the order subject to its sufficient cause defenses.
-
Operable Unit 1: In October 2016, the Company and another PRP received a special notice letter from the EPA inviting participation in the remedial design component of the landfill remedy for the Allied Paper Mill, which is also known as Operable Unit 1. The Record of Decision establishing the final landfill remedy for the Allied Paper Mill was issued by the EPA in September 2016. The Company responded to the Allied Paper Mill special notice letter in December 2016. In February 2017, the EPA informed the Company that it would make other arrangements for the performance of the remedial design.
In addition, in December 2019, the United States published notice in the Federal Register of a proposed consent decree with NCR Corporation (one of the parties to the allocation/apportionment litigation described below), the State of Michigan and natural resource trustees under which NCR would make payments of more than $100 million and perform work in Operable Unit 5, Areas 2, 3, and 4 at an estimated cost of $136 million. In December 2020, the Federal District Court approved the proposed consent decree.
The Company’s CERCLA liability has not been finally determined with respect to these or any other portions of the site, and except as noted above, the Company has declined to perform any work or reimburse the EPA at this time. As noted below, the Company is involved in allocation/apportionment litigation with regard to the site. Accordingly, it is premature to predict the outcome or estimate our maximum reasonably possible loss or range of loss with respect to this site. We have recorded a liability for future remediation costs at the site that are probable and reasonably estimable, and it remains reasonably possible that additional losses in excess of this recorded liability could be material.
The Company was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia Pacific LLC in a contribution and cost recovery action for alleged pollution at the site. NCR Corporation and Weyerhaeuser Company are also named as defendants in the suit. The suit seeks contribution under CERCLA for costs purportedly expended by plaintiffs ($79 million as of the filing of the complaint) and for future remediation costs. In June 2018, the Court issued its Final Judgment and Order, which fixed the past cost amount at approximately $50 million (plus interest to be determined) and allocated to the Company a 15% share of responsibility for those past costs. The Court did not address responsibility for future costs in its decision. In July 2018, the Company and each of the other parties filed notices appealing the Final Judgment and prior orders incorporated into that Judgment. On April 25, 2022, the appellate court reversed the Judgment of the Court.
Harris County: International Paper and McGinnis Industrial Maintenance Corporation (MIMC), a subsidiary of Waste Management, Inc. (WMI), are PRPs at the San Jacinto River Waste Pits Superfund Site in Harris County, Texas. The PRPs have been actively participating in the activities at the site and share the costs of these activities.
In October 2017, the EPA issued a Record of Decision (ROD) selecting the final remedy for the site: removal and relocation of the waste material from both the northern and southern impoundments. The EPA did not specify the methods or practices needed to perform this work. The EPA’s selected remedy was accompanied by a cost estimate of approximately $115 million ($105 million for the northern impoundment, and $10 million for the southern impoundment). Subsequent to the issuance of the ROD, there have been numerous meetings between the EPA and the PRPs, and the Company continues to work with the EPA and MIMC/WMI to develop the remedial design.
To this end, in April 2018, the PRPs entered into an Administrative Order on Consent (AOC) with the EPA, agreeing to work together to develop the remedial design for the northern impoundment. That remedial design work is ongoing. The AOC does not include any agreement to perform waste removal or other construction activity at the site. Rather, it involves adaptive management techniques and a pre-design investigation, the objectives of which include filling data gaps (including but not limited to post-Hurricane Harvey technical data generated prior to the ROD and not incorporated into the selected remedy), refining areas and volumes of materials to be addressed, determining if an excavation remedy is able to be implemented in a manner protective of human health and the environment, and investigating potential impacts of remediation activities to infrastructure in the vicinity.
During the first quarter of 2020, through a series of meetings among the Company, MIMC/WMI, our consultants, the EPA and the Texas Commission on Environmental Quality (TCEQ), progress was made to resolve key technical issues previously preventing the Company from determining the manner in which the selected remedy for the northern impoundment would be feasibly implemented. As a result of these developments, the Company reserved the following amounts in relation to remediation at this site: (a) $10 million for the southern impoundment; and (b) $55 million for the northern impoundment, which represents the Company's 50% share of our estimate of the low end of the range of probable remediation costs.
We have submitted the Final Design Package for the southern impoundment to the EPA, and the EPA approved this plan May 7, 2021. The EPA issued a Unilateral Administrative Order for Remedial Action of the southern impoundment on August 5, 2021.
With respect to the northern impoundment, although several key technical issues have been resolved, we still face significant challenges remediating this area in a cost-efficient manner and without a release to the environment and therefore our discussions with the EPA on the best approach to remediation will continue. Because of ongoing questions regarding cost effectiveness, timing and gathering other technical data, additional losses in excess of our recorded liability are possible. We are currently unable to reasonably estimate any further adjustment to our recorded liability or any loss or range of loss in excess of such liability; however, we believe it is unlikely any adjustment would be material.
Asbestos-Related Matters
We have been named as a defendant in various asbestos-related personal injury litigation, in both state and federal court, primarily in relation to the prior operations of certain companies previously acquired by the Company. As of March 31, 2022, the Company's total recorded liability with respect to pending and future asbestos-related claims was $101 million, net of estimated insurance recoveries. While it is reasonably possible that the Company may incur losses in excess of its recorded liability with respect to asbestos-related matters, we are unable to estimate any loss or range in excess of such liability, and do not believe additional material losses are probable.
Antitrust
In March 2017, the Italian Competition Authority (ICA) commenced an investigation into the Italian packaging industry to determine whether producers of corrugated sheets and boxes violated the applicable European competition law. In April 2019, the ICA concluded its investigation and issued initial findings alleging that over 30 producers, including our Italian packaging subsidiary (IP Italy), improperly coordinated the production and sale of corrugated sheets and boxes. On August 6, 2019, the ICA issued its decision and assessed IP Italy a fine of €29 million (approximately $32 million at current exchange rates) which was recorded in the third quarter of 2019. We appealed the ICA decision and our appeal was denied on May 25, 2021. However, we continue to believe we have numerous and strong bases to challenge the ICA decision, and we have further appealed the decision to the Italian Council of State.
General
The Company is involved in various other inquiries, administrative proceedings and litigation relating to environmental and safety matters, personal injury, product liability, labor and employment, contracts, sales of property, intellectual property, tax, and other matters, some of which allege substantial monetary damages. Assessments of lawsuits and claims can involve a series of complex judgments about future events, can rely heavily on estimates and assumptions, and are otherwise subject to significant uncertainties. As a result, there can be no certainty that the Company will not ultimately incur charges in excess of presently recorded liabilities. The Company believes that loss contingencies arising from pending matters including the matters described herein, will not have a material effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in pending or threatened legal matters, some of which are beyond the Company's control, and the large or indeterminate damages sought in some of these matters, a future adverse ruling, settlement,
unfavorable development, or increase in accruals with respect to these matters could result in future charges that could be material to the Company's results of operations or cash flows in any particular reporting period.
NOTE 16 - VARIABLE INTEREST ENTITIES
Variable Interest Entities
As of March 31, 2022, the fair value of the Timber Notes and Extension Loans for the 2007 Financing Entities was $2.3 billion and $2.1 billion, respectively. The Timber Notes and Extension Loans are classified as Level 2 within the fair value hierarchy, which is further defined in Note 17 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
The Timber Notes of $2.3 billion and the Extension Loans of $2.1 billion both mature in 2027 and are shown in Long-term nonrecourse financial assets of variable interest entities and Long-term nonrecourse financial liabilities of variable interest entities, respectively, on the accompanying balance sheet.
Activity between the Company and the 2007 Financing Entities was as follows:
| Three Months Ended March 31, | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Revenue (a) | $ | 7 | $ | 7 | |||||||
| Expense (b) | 6 | 6 | |||||||||
| Cash receipts (c) | 1 | 2 | |||||||||
| Cash payments (d) | 4 | 4 |
(a)The revenue is included in Interest expense, net in the accompanying statement of operations and includes approximately $5 million and $5 million for the three months and three months ended March 31, 2022 and 2021, respectively, of accretion income for the amortization of the basis difference adjustment on the Financial assets of special purpose entities.
(b)The expense is included in Interest expense, net in the accompanying statement of operations and includes approximately $2 million and $2 million for the three months and three months ended March 31, 2022 and 2021, respectively, of accretion expense for the amortization of the basis difference adjustment on the Nonrecourse financial liabilities of special purpose entities.
(c)The cash receipts are interest received on the Financial assets of special purpose entities.
(d)The cash payments are interest paid on Nonrecourse financial liabilities of special purpose entities.
In August 2021, the Timber Notes of $4.8 billion and the Extension Loans of $4.2 billion related to the 2015 Financing Entities both matured. We settled the Extension Loans at their maturity with the proceeds from the Timber Notes. This resulted in cash proceeds of approximately $630 million representing our equity in the variable interest entities. Maturity of the installment notes and termination of the monetization structure also resulted in a $72 million tax liability that was paid in the fourth quarter of 2021.
As of March 31, 2022, the Company's remaining deferred tax liability associated with the 2015 Financing Entities was $813 million. The 2015 timber monetization restructuring is currently under examination by the Internal Revenue Service. An unfavorable resolution in such current examination, future administrative procedures, or future tax litigation could result in material, accelerated cash tax payments as a result of all or a portion of deferred tax liability becoming payable.
Activity between the Company and the 2015 Financing Entities for the three months ended March 31, 2021 was as follows:
| Three Months Ended March 31, | |||||
| In millions | 2021 | ||||
| Revenue (a) | $ | 24 | |||
| Expense (a) | 13 | ||||
| Cash receipts (b) | 47 | ||||
| Cash payments (c) | 14 |
(a)The revenue and expense are included in Interest expense, net in the accompanying statement of operations.
(b)The cash receipts are interest received on the Financial assets of special purpose entities.
(c)The cash payments represent interest paid on Nonrecourse financial liabilities of special purpose entities.
The borrowing capacity of the Company's commercial paper program is $1.0 billion supported by its $1.5 billion credit agreement. Under the terms of the program, individual maturities on borrowings may vary, but not exceed one year from the date of issue. Interest bearing notes may be issued either as fixed or floating rate notes. As of March 31, 2022, the Company had no borrowings outstanding under the program.
At March 31, 2022, International Paper’s credit facilities totaled $2.1 billion. The Agreements generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper’s credit rating. The Agreements include a $1.5 billion contractually committed bank facility with a maturity date of June 2026. The liquidity facilities also include up to $550 million of uncommitted financings based on eligible receivables balances under a receivables securitization program with the expiration date in April 2022. The receivables securitization program was renewed on April 27, 2022 with up to $500 million of uncommitted financings based on eligible receivables balances with the expiration date in April 2024. At March 31, 2022, there were no borrowings outstanding under either the bank facility or receivables securitization program.
During the first quarter of 2022, the Company issued approximately $88 million of debt with an interest rate of 2.65% and a maturity date of 2037. The proceeds from this issuance were held in a trust at March 31, 2022 and were used to repay approximately $88 million of outstanding debt maturing on April 1, 2022.
The Company’s financial covenants require the maintenance of a minimum net worth, as defined in our debt agreements, of $9 billion and a total debt-to-capital ratio of less than 60%. Net worth is defined as the sum of common stock, paid-in capital and retained earnings, less treasury stock plus any cumulative goodwill impairment charges. The calculation also excludes accumulated other comprehensive income/loss and both the current and long-term Nonrecourse Financial Liabilities of Variable Interest Entities. The total debt-to-capital ratio is defined as total debt divided by the sum of total debt plus net worth. As of March 31, 2022, we were in compliance with our debt covenants.
At March 31, 2022, the fair value of International Paper’s $5.7 billion of debt was approximately $6.3 billion. The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues. International Paper’s long-term debt is classified as Level 2 within the fair value hierarchy, which is further defined in Note 17 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
NOTE 18 - DERIVATIVES AND HEDGING ACTIVITIES
As a multinational company, International Paper is exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices.
The notional amounts of qualifying and non-qualifying financial instruments used in hedging transactions were as follows:
| In millions | March 31, 2022 | December 31, 2021 | |||||||||
| Derivatives Not Designated as Hedging Instruments: | |||||||||||
| Electricity contract (MWh) | 0.5 | 0.5 | |||||||||
The following table shows gains or losses recognized in AOCI, net of tax, related to derivative instruments:
| Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Derivatives in Cash Flow Hedging Relationships: | |||||||||||
| Foreign exchange contracts | $ | — | $ | (6) | |||||||
| Total | $ | — | $ | (6) | |||||||
| Derivatives in Net Investment Hedging Relationships: | |||||||||||
| Foreign exchange contracts | $ | — | $ | 17 | |||||||
| Total | $ | — | $ | 17 |
During the next 12 months, the amount of the March 31, 2022 AOCI balance, after tax, that is expected to be reclassified to earnings is a loss of $1 million.
The amounts of gains and losses recognized in the statement of operations on qualifying and non-qualifying financial instruments used in hedging transactions were as follows:
| Gain (Loss) Reclassified from AOCI Into Income (Effective Portion) | Location of Gain (Loss) Reclassified from AOCI (Effective Portion) | ||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
| In millions | 2022 | 2021 | |||||||||||||||
| Derivatives in Cash Flow Hedging Relationships: | |||||||||||||||||
| Foreign exchange contracts | $ | — | $ | (3) | Discontinued operations, net of taxes | ||||||||||||
| Total | $ | — | $ | (3) |
| Gain (Loss) Recognized in Income | Location of Gain (Loss) In Statement of Operations | ||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
| In millions | 2022 | 2021 | |||||||||||||||
| Derivatives Not Designated as Hedging Instruments: | |||||||||||||||||
| Electricity contract | $ | 8 | $ | 2 | Cost of products sold | ||||||||||||
| Total | $ | 8 | $ | 2 |
Fair Value Measurements
The Company has not changed its valuation techniques for measuring the fair value of any financial assets or liabilities during the year. Transfers between levels, if any, are recognized at the end of the reporting period.
The following table provides a summary of the impact of our derivative instruments in the balance sheet:
Fair Value Measurements
Level 2 – Significant Other Observable Inputs
| Assets | ||||||||||||||
| In millions | March 31, 2022 | December 31, 2021 | ||||||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||
| Electricity contract | $ | 17 | $ | 10 | ||||||||||
| Total derivatives | $ | 17 | (a) | $ | 10 | (b) |
(a)Includes $13 million recorded in Other current assets and $4 million recorded in Deferred charges and other assets in the accompanying condensed consolidated balance sheet.
(b)Included in Other current assets in the accompanying condensed consolidated balance sheet.
The above contracts are subject to enforceable master netting arrangements that provide rights of offset with each counterparty when amounts are payable on the same date in the same currency or in the case of certain specified defaults. Management has made an accounting policy election to not offset the fair value of recognized derivative assets and derivative liabilities in the balance sheet. The amounts owed to the counterparties and owed to the Company are considered immaterial with respect to each counterparty and in the aggregate with all counterparties.
International Paper sponsors and maintains the Retirement Plan of International Paper Company (the Pension Plan), a tax-qualified defined benefit pension plan that provides retirement benefits to substantially all hourly and union employees who work at a participating business unit. The plan was frozen as of January 1, 2019 for salaried participants.
The Pension Plan provides defined pension benefits based on years of credited service and either final average earnings (salaried employees and hourly employees receiving salaried benefits), hourly job rates or specified benefit rates (hourly and union employees).
Net periodic pension (income) expense for our qualified and nonqualified U.S. defined benefit plans comprised the following:
| Three Months Ended March 31, | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Service cost | $ | 23 | $ | 27 | |||||||
| Interest cost | 84 | 83 | |||||||||
| Expected return on plan assets | (162) | (183) | |||||||||
| Actuarial loss | 21 | 39 | |||||||||
| Amortization of prior service cost | 6 | 6 | |||||||||
| Net periodic pension (income) expense | $ | (28) | $ | (28) |
The components of net periodic pension (income) expense other than the Service cost component are included in Non-operating pension (income) expense in the Condensed Consolidated Statement of Operations.
The Company’s funding policy for our pension plans is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that the Company may determine to be appropriate considering the funded status of the plan, tax deductibility, the cash flows generated by the Company, and other factors. The Company made no voluntary cash contributions to the qualified pension plan in the first three months of 2022 or 2021. The nonqualified defined benefit plans are funded to the extent of benefit payments, which totaled $5 million for the three months ended March 31, 2022.
NOTE 20 - STOCK-BASED COMPENSATION
International Paper has an Incentive Compensation Plan (ICP) which is administered by the Management Development and Compensation Committee of the Board of Directors (the Committee). The ICP authorizes the grants of restricted stock, restricted or deferred stock units, performance awards payable in cash or stock upon the attainment of specified performance goals, dividend equivalents, stock options, stock appreciation rights, other stock-based awards and cash-based awards at the discretion of the Committee. As of March 31, 2022, 7.2 million shares were available for grant under the ICP.
Stock-based compensation expense and related income tax benefits were as follows:
| Three Months Ended March 31, | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Total stock-based compensation expense (selling and administrative) | $ | 66 | $ | 14 | |||||||
| Income tax benefits related to stock-based compensation | 12 | 17 |
At March 31, 2022, $188 million, net of estimated forfeitures, of compensation cost related to unvested restricted performance shares, executive continuity awards and restricted stock attributable to future service had not yet been recognized. This amount will be recognized in expense over a weighted-average period of 2.2 years.
Performance Share Plan
During the first three months of 2022, the Company granted 1.9 million performance units at an average grant date fair value of $50.32.
NOTE 21 - BUSINESS SEGMENT INFORMATION
International Paper’s business segments, Industrial Packaging and Global Cellulose Fibers, are consistent with the internal structure used to manage these businesses. All segments are differentiated on a common product, common customer basis consistent with the business segmentation generally used in the Forest Products industry. On October 1, 2021, the Company completed the previously announced spin-off of its Printing Papers business into a new, publicly-traded company, Sylvamo Corporation, listed on the New York Stock Exchange. Additionally, on August 6, 2021, the Company completed the sale of its Kwidzyn, Poland mill which included the pulp and paper mill in Kwidzyn and supporting functions. As a result of the Sylvamo Corporation spin-off and the sale of Kwidzyn, the Company no longer has a Printing Papers segment, and all prior year amounts have been adjusted to reflect the Sylvamo Corporation and Kwidzyn businesses as a discontinued operation.
Business segment operating profits are used by International Paper's management to measure the earnings performance of its businesses. Management believes that this measure allows a better understanding of trends in costs, operating efficiencies, prices and volumes. Business segment operating profits are defined as earnings (loss) from continuing operations before income taxes and equity earnings, but including the impact of noncontrolling interests, and excluding interest expense, net, corporate expenses, net, corporate net special items, business net special items and non-operating pension expense.
Net sales by business segment for the three months March 31, 2022 and 2021 were as follows:
| Three Months Ended March 31, | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Industrial Packaging | $ | 4,406 | $ | 3,930 | |||||||
| Global Cellulose Fibers | 710 | 595 | |||||||||
| Corporate and Intersegment Sales | 121 | 68 | |||||||||
| Net Sales | $ | 5,237 | $ | 4,593 |
Operating profit (loss) by business segment for the three months ended March 31, 2022 and 2021 were as follows:
| Three Months Ended March 31, | |||||||||||
| In millions | 2022 | 2021 | |||||||||
| Industrial Packaging | $ | 397 | $ | 421 | |||||||
| Global Cellulose Fibers | (49) | (81) | |||||||||
| Business Segment Operating Profits | $ | 348 | 340 | ||||||||
| Earnings (loss) from continuing operations before income taxes and equity earnings | $ | 362 | $ | 306 | |||||||
| Interest expense, net | 69 | 93 | |||||||||
| Noncontrolling interests adjustment | — | (1) | |||||||||
| Corporate expenses, net | 12 | 36 | |||||||||
| Corporate net special items | (46) | (56) | |||||||||
| Business net special items | — | 14 | |||||||||
| Non-operating pension expense (income) | (49) | (52) | |||||||||
| Business Segment Operating Profits | $ | 348 | $ | 340 |
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