International Paper(US:IP)2025-08-07 19:38PART I. FINANCIAL INFORMATION Financial Statements Presents unaudited condensed consolidated financial statements for Q2 2025 and 2024, detailing the DS Smith Plc acquisition's impact and segment reorganization Condensed Consolidated Financial Statements Presents core financial statements, highlighting significant increases in net sales and total assets due to the DS Smith acquisition, alongside a net loss Condensed Consolidated Statement of Operations (Six Months Ended June 30) | Indicator (In millions) | 2025 | 2024 | | :--- | :--- | :--- | | Net Sales | $12,668 | $9,353 | | Cost of products sold | $9,135 | $6,784 | | Earnings (Loss) Before Income Taxes | $(19) | $291 | | Net Earnings (Loss) | $(30) | $554 | | Diluted Earnings (Loss) Per Share | $(0.06) | $1.57 | Condensed Consolidated Balance Sheet (As of) | Indicator (In millions) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Current Assets | $9,499 | $6,424 | | Total Assets | $42,376 | $22,800 | | Total Current Liabilities | $7,121 | $4,258 | | Long-Term Debt | $9,694 | $5,368 | | Total Equity | $18,617 | $8,173 | Condensed Consolidated Statement of Cash Flows (Six Months Ended June 30) | Indicator (In millions) | 2025 | 2024 | | :--- | :--- | :--- | | Cash Provided By Operations | $188 | $760 | | Cash Used For Investment Activities | $(38) | $(446) | | Cash Used For Financing Activities | $(253) | $(365) | | Change in Cash and Temporary Investments | $(35) | $(64) | Notes to Consolidated Financial Statements Provides detailed explanations for financial statements, covering basis of presentation changes, acquisition accounting, and the company's new three-segment reporting structure - Following the acquisition of DS Smith Plc on January 31, 2025, the company reorganized its reporting segments into: Packaging Solutions North America, Packaging Solutions EMEA, and Global Cellulose Fibers21137 - The acquisition of DS Smith was completed on January 31, 2025, for a total purchase consideration of approximately $9.9 billion4243 Disaggregated Revenue by Segment (Six Months Ended June 30, 2025) | Segment (In millions) | Net Sales | | :--- | :--- | | Packaging Solutions North America | $7,562 | | Packaging Solutions EMEA | $3,841 | | Global Cellulose Fibers | $1,271 | | Total | $12,668 | Provisional Purchase Price Allocation for DS Smith Acquisition (In millions) | Category | Provisional Fair Value | | :--- | :--- | | Total assets acquired | $18,145 | | Total liabilities assumed | $8,236 | | Net assets acquired | $9,909 | | Goodwill | $4,091 | | Intangibles | $3,998 | Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Q2 2025 financial results, highlighting a $75 million net income driven by price increases and DS Smith's operations, and provides a Q3 2025 outlook Executive Summary and Outlook Q2 2025 net earnings reached $75 million, improving from Q1, driven by price increases and the DS Smith acquisition, with a generally positive Q3 outlook Q2 2025 Key Earnings Metrics | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | Net Earnings (Loss) (in millions) | $75 | $(105) | $498 | | Diluted EPS | $0.14 | $(0.24) | $1.41 | | Adjusted Operating Earnings (in millions) | $105 | $101 | $193 | - The company is pursuing strategic options for its Global Cellulose Fibers business, but there is no assurance that this process will result in a transaction159 - On June 30, 2025, the company completed the required divestiture of five European corrugated box plants to Palm Group of Germany for €125 million as a condition of the DS Smith acquisition50160 Results of Operations Analyzes consolidated income statement and segment performance for Q2 2025, showing net sales growth to $6.77 billion driven by DS Smith, and varied segment profitability Business Segment Operating Profit (Loss) - Q2 2025 vs Q1 2025 (in millions) | Segment | Q2 2025 | Q1 2025 | | :--- | :--- | :--- | | Packaging Solutions North America | $277 | $142 | | Packaging Solutions EMEA | $(1) | $46 | | Global Cellulose Fibers | $(4) | $17 | - PS North America's Q2 profit improvement was driven by higher average sales prices for boxes and seasonally higher volumes189191 - PS EMEA's Q2 results were impacted by a soft demand environment, though higher sales prices provided some offset193195 Liquidity and Capital Resources Cash from operations decreased to $188 million due to DS Smith transaction costs, with full-year capital expenditures projected at $1.8-$1.9 billion, while liquidity remains adequate - Cash from operations decreased significantly to $188 million in the first half of 2025 from $760 million in H1 2024, mainly due to payments for DS Smith transaction costs ($240 million), severance ($80 million), and other items199 - Full-year 2025 capital expenditures are projected to be between $1.8 billion and $1.9 billion201 - The company maintains investment-grade credit ratings of BBB (S&P) and Baa2 (Moody's) and was in compliance with all debt covenants as of June 30, 2025203204 Quantitative and Qualitative Disclosures About Market Risk No material changes in market risk exposure since December 31, 2024, with information incorporated by reference from the Annual Report - There have been no material changes in the Company's exposure to market risk since December 31, 2024222 Controls and Procedures Management concluded disclosure controls were effective as of June 30, 2025, while integrating DS Smith may lead to future internal control changes - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025223 - The company is currently integrating the newly acquired DS Smith business into its systems and control environment, which may result in changes to internal controls224 PART II. OTHER INFORMATION Legal Proceedings Refers to financial statement notes for details on material legal proceedings, including environmental liabilities, asbestos claims, and antitrust investigations - Material legal proceedings are detailed in Note 13 (Commitments and Contingencies) and Note 20 (Subsequent Events)227 - A purported class action complaint was filed on July 29, 2025, against International Paper and other producers, alleging conspiracy to fix prices of containerboard products since November 2020150 Risk Factors No material changes to risk factors from the Annual Report, except for updated risks related to legal proceedings and the strategic review of the Global Cellulose Fibers business - The company faces risks from legal proceedings, including an Italian antitrust matter and a new U.S. class action lawsuit alleging price-fixing in the containerboard market229230 - There are risks associated with the strategic review of the Global Cellulose Fibers business, including the possibility of no transaction occurring, diversion of management attention, and potential asset impairment charges232233 Unregistered Sales of Equity Securities and Use of Proceeds The company acquired 18,748 shares from employees for tax withholding in Q2 2025, with no public repurchases, and $2.96 billion remaining authorized Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2025 | 14,573 | $53.35 | | May 2025 | 3,708 | $46.96 | | June 2025 | 467 | $50.14 | | Total | 18,748 | N/A | - All shares purchased were acquired from employees for tax withholding purposes; no shares were bought back under the public repurchase program235 Other Information Discloses significant management changes effective April 1, 2025, including new roles for Timothy S. Nicholls and the appointment of Lance T. Loeffler as CFO - Effective April 1, 2025, Timothy S. Nicholls was promoted to lead the DS Smith business in EMEA, and Lance T. Loeffler was appointed as the new Senior Vice President and Chief Financial Officer239244 - New CFO Lance T. Loeffler's compensation package includes an $850,000 base salary, a target bonus of 100% of base salary, a one-time inducement RSU grant of $1.7 million, and a 2025 long-term incentive grant of $3.5 million247248249 Exhibits Lists exhibits filed with Form 10-Q, including employment agreements for key executives and Sarbanes-Oxley Act certifications - Filed exhibits include the employment offer letter for new CFO Lance T. Loeffler and certifications from the principal executive and financial officers257