XML 457 R20.htm IDEA: XBRL DOCUMENT v3.22.2.2
COMMITMENTS AND CONTINGENT LIABILITIES
9 Months Ended
Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENT LIABILITIES COMMITMENTS AND CONTINGENT LIABILITIES
Environmental and Legal Proceedings

The Company is subject to environmental remediation laws and regulations in the countries in which we operate. Remediation costs are recorded in the condensed consolidated and combined financial statements when they become probable and reasonably estimable. The Company estimated the probable liability associated with its material environmental remediation matters to be approximately $21 million in the aggregate as of September 30, 2022, pertaining entirely to environmental matters on property owned by the Company’s former Russian operations and included in “Current liabilities held for sale” in the accompanying condensed consolidated balance sheet. The Company’s Russian operations were sold on October 6, 2022, and all liability associated with these matters transferred with the Company’s Russian operations in the sale. The Company did not retain any liability for such matters.

The environmental remediation matters identified above pertained to soil and groundwater contamination on or near the Company’s former mill property in Svetogorsk, Russia. In 2018, the Company discovered and voluntarily disclosed to the Russian environmental agency, Rosprirodnadzor (“RPN”) the presence of mercury contamination in sediment in a river tributary that traverses the Svetogorsk mill property, and the authorities initiated an investigation. The mercury contamination resulted from the operations of a former chlor-alkali manufacturing plant on the mill site. Remediation of the river tributary was completed in 2020 and, as of September 30, 2022 the Company continued remediation of the soil and groundwater. Of the $21 million estimated probable liability for environmental remediation matters as of September 30, 2022, $15 million was associated with this matter. In February 2022, the Company received from RPN a damage claim in the amount of approximately $9 million relating to alleged discharges of mercury, aluminum and lignin into the river in 2019 from the contaminated sediment at the Svetogorsk mill site. The Company estimated the probable liability for this matter at approximately $2 million as of September 30, 2022, based on the results of expert sampling and testing conducted by the Company for the presence of the pollutants claimed to be released in 2019.

At our Mogi Guaçu mill, there are legacy basin areas that were formerly lagoons used for treatment of mill wastewater from pulp and paper manufacturing. In coordination with and in response to a request by the Environmental Company of the State of São Paulo (“CETESB”), which is the state environmental regulatory authority, there has been continuous regulatory monitoring and sampling of the basins which began prior to their closure in 2006, both to assess for contamination and evaluate whether additional remediation is needed beyond the basins’ ongoing drainage and natural vegetation growth. This monitoring and sampling detected metal contamination, with the main constituent of potential environmental impact being mercury.

The Company has presented CETESB with proposals for studies and other actions to further assess the scope and type of contamination and the possible need for an additional remediation approach. In mid-2022, CETESB requested that the Company expand its efforts to include providing CETESB with a proposed pilot intervention (remediation) plan for a portion of the former basins. The Company will provide a response to CETESB by late November 2022 in accordance with a timeline agreed to with CETESB.

As of September 30, 2022, the Company has recorded an immaterial liability for the ongoing and additional environmental studies and sampling of the basins. While this matter could have a material impact on our results of operations or cash flows, the Company is unable to estimate potential additional liability, because the ultimate method of remediation – including
possible remediation in addition to the ongoing drainage and vegetation of the basins – will depend on the results of the Company’s environmental studies assessing the existence of ecological risk due to the contamination, the extent to which there is eventual risk of harm from the contamination, and CETESB’s approval of the Company’s remediation plan.

The Company is involved in various other inquiries, administrative proceedings and litigation relating to environmental and safety matters, taxes (including VAT), personal injury, product liability, labor and employment, contracts, sales of property, intellectual property, tax, and other matters, some of which allege substantial monetary damages. See Taxes Other Than Payroll Taxes below for details regarding certain tax matters. 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.

Taxes Other Than Payroll Taxes
In 2017, the Brazilian Federal Supreme Court decided that the state value-added tax (“VAT”) should not be included in the basis of federal VAT calculation, and in 2021, such court ruled on the definition of VAT. The rulings are final with no further rulings or action in this matter expected. We recognized a receivable as a result of such rulings which, as of September 30, 2022, we have used in its entirety by offsetting it against various taxes payable.

See Note 12 Income Taxes for a discussion of a goodwill amortization tax matter in Brazil.

We have other open tax matters awaiting resolution in Brazil, which are at various stages of review in various administrative and judicial proceedings. We routinely assess these tax matters for materiality and probability of loss or gain, and appropriate amounts have been recorded in our financial statements for any open items where the risk of loss is deemed probable. We currently do not consider any of these other tax matters to be material individually. However, it is reasonably possible that settlement of any of these matters concurrently could result in a material loss or that over time a matter could become material, for example, if interest were accruing on the amount at issue for a significant period of time. Also, future exchange rate fluctuations could be unfavorable to the U.S. dollar and significant enough to cause an open matter to become material. The expected timing for resolution of these open matters ranges from one year to ten years.