What changed in this filing

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Item 1. Financial Statements

2022-08-01 compared with 2022-05-05 · 94 added, 43 removed, 506 unchanged (21% of the section changed)

3 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2022 2021 2022 2021

(thousands, except per-share data)

8 unchanged sentences

Income from operations 297,075 409,775 702,703 615,036

Foreign currency exchange gain 132 154

Foreign currency exchange gain (loss) ( 499 ) 147 ( 367 ) 301

Pension expense (excluding service costs) ( 41 ) ( 19 ) ( 212 ) ( 38 )

17 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2022 2021 2022 2021

Net income $ 218,111 $ 302,556 $ 520,711 $ 451,712

2 unchanged sentences

Amortization of actuarial (gain) loss, net of tax of $ 5 , $( 1 ), $ 10 , and $( 2 ), respectively

16 ( 3 ) 32 ( 7 )

Effect of settlements, net of tax of $ — , $ — , $ 32 , and $ — , respectively

33 unchanged sentences

Compensation and benefits 123,222 128,518

Income taxes payable 93,393 —

Interest payable 9,890 9,886

24 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

Cash provided by (used for) operations

21 unchanged sentences

Cash provided by (used for) financing

Borrowings of long-term debt, including revolving credit facility — 28,000

Payments of long-term debt, including revolving credit facility — ( 28,000 )

Dividends paid on common stock ( 109,291 ) ( 8,373 )

21 unchanged sentences

Balance at March 31, 2022 44,815 $ 448 5,367 $ ( 138,909 ) $ 541,737 $ ( 933 ) $ 1,246,346 $ 1,648,689

Net income 218,111 218,111

Other comprehensive income 16 16

Stock-based compensation 3,011 3,011

Common stock dividends ($ 2.62 per share)

( 104,842 ) ( 104,842 )

Balance at June 30, 2022 44,815 $ 448 5,367 $ ( 138,909 ) $ 544,748 $ ( 917 ) $ 1,359,615 $ 1,764,985

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

14 unchanged sentences

Balance at March 31, 2021 44,698 $ 447 5,367 $ ( 138,909 ) $ 537,431 $ ( 1,082 ) $ 597,374 $ 995,261

Net income 302,556 302,556

Other comprehensive loss ( 3 ) ( 3 )

Stock-based compensation 1,411 1,411

Common stock dividends ($2.10 per share)

( 83,514 ) ( 83,514 )

Other ( 1 ) ( 1 )

Balance at June 30, 2021 44,698 $ 447 5,367 $ ( 138,909 ) $ 538,841 $ ( 1,085 ) $ 816,416 $ 1,215,710

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

44 unchanged sentences

In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers.

For our BMD segment, costs related to shipping and handling of $ 56.3 million and $ 46.5 million, for the three months ended March 31, 2022 and 2021, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations.

For our BMD segment, costs related to shipping and handling of $ 56.0 million and $ 49.7 million, for the three months ended June 30, 2022 and 2021, respectively, and $ 112.3 million and $ 96.2 million for the six months ended June 30, 2022 and 2021, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations.

In our BMD segment, our activities relate to the purchase and resale of finished product, and excluding shipping and handling costs from “Materials, labor, and other operating expenses (excluding depreciation)” provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions.

2 unchanged sentences

We provide the rebates to increase the sell-through of our products.

Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At March 31, 2022 and December 31, 2021, we had $ 147.2 million and $ 138.1 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At June 30, 2022 and December 31, 2021, we had $ 165.4 million and $ 138.1 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

We adjust our estimate of revenue at the earlier of when the probability of rebates paid changes or when the amounts become fixed.

2 unchanged sentences

We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs.

At March 31, 2022 and December 31, 2021, we had $ 10.4 million and $ 13.0 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets.

At June 30, 2022 and December 31, 2021, we had $ 11.8 million and $ 13.0 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets.

Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product.

47 unchanged sentences

Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds.

As of March 31, 2022 and December 31, 2021, we held $ 859.1 million and $ 701.6 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs.

As of June 30, 2022 and December 31, 2021, we held $ 963.7 million and $ 701.6 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs.

The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature.

At March 31, 2022 and December 31, 2021, the book value of our fixed-rate debt for each period was $ 400.0 million, and the fair value was estimated to be $ 391.0 million and $ 420.0 million, respectively.

At June 30, 2022 and December 31, 2021, the book value of our fixed-rate debt for each period was $ 400.0 million, and the fair value was estimated to be $ 350.0 million and $ 420.0 million, respectively.

The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt.

5 unchanged sentences

We are exposed to interest rate risk arising from fluctuations in variable-rate LIBOR on our term loan and when we have loan amounts outstanding on our Revolving Credit Facility.

At March 31, 2022, we had $ 50.0 million of variable-rate debt outstanding based on one-month LIBOR .

At June 30, 2022, we had $ 50.0 million of variable-rate debt outstanding based on one-month LIBOR .

Our objective is to limit the variability of interest payments on our debt.

8 unchanged sentences

The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in our Consolidated Statements of Operations rather than through other comprehensive income.

At March 31, 2022, we recorded a long-term asset of $ 3.3 million in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreement.

At June 30, 2022, we recorded a long-term asset of $ 3.7 million in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreement.

At December 31, 2021, we recorded a long-term asset of $ 1.2 million in "Other assets" on our Consolidated Balance Sheets, and we also recorded a long-term liability of $ 0.1 million in "Other long-term liabilities" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements.

3 unchanged sentences

In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations.

At March 31, 2022, receivables from two customers accounted for approximately 18 % and 12 % of total receivables.

At June 30, 2022, receivables from two customers accounted for approximately 20 % and 13 % of total receivables.

At December 31, 2021, receivables from these two customers accounted for approximately 20 % and 12 % of total receivables.

5 unchanged sentences

To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts.

The updated guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted.

We are currently evaluating the effects of this ASU on our consolidated financial statements and disclosures.

This ASU is applicable to our fiscal year beginning January 1, 2023, and the impact of its adoption on our consolidated financial statements will depend on the contract assets and liabilities acquired in business combinations after that date.

There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures.

For the three months ended March 31, 2022 and 2021, we recorded $ 98.9 million and $ 51.4 million, respectively, of income tax expense and had an effective rate of 24.6 % and 25.6 %, respectively.

For both periods, the primary reason for the difference between the federal statutory income tax rate of 21 % and the effective tax rate was the effect of state taxes.

During the three months ended March 31, 2022 and 2021, cash paid for taxes, net of refunds received, were $ 4.2 million and $ 1.0 million, respectively.

For the three and six months ended June 30, 2022, we recorded $ 73.9 million and $ 172.8 million, respectively, of income tax expense and had an effective rate of 25.3 % and 24.9 %, respectively.

During the three and six months ended June 30, 2022, the primary reason for the difference between the federal statutory income tax rate of 21 % and the effective tax rate was the effect of state taxes.

For the three and six months ended June 30, 2021, we recorded $ 101.0 million and $ 152.5 million, respectively, of income tax expense and had an effective rate of 25.0 % and 25.2 %, respectively.

During the three and six months ended June 30, 2021, the primary reason for the difference between the federal statutory income tax rate of 21 % and the effective tax rate was the effect of state taxes.

During the six months ended June 30, 2022 and 2021, cash paid for taxes, net of refunds received, were $ 149.1 million and $ 155.5 million, respectively.

Net Income Per Common Share

6 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2022 2021 2022 2021

(thousands, except per-share data)

5 unchanged sentences

Net income per common share - Diluted $ 5.49 $ 7.62 $ 13.10 $ 11.40

The computation of the dilutive effect of other potential common shares excludes stock awards representing an insignificant number of shares of common stock in both the three months ended March 31, 2022 and 2021.

The computation of the dilutive effect of other potential common shares excludes stock awards representing 0.1 million and no shares of common stock, respectively, in the three months ended June 30, 2022 and 2021, and 0.1 million and 0.2 million shares of common stock, respectively, in the six months ended June 30, 2022 and 2021.

Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

On June 10, 2022, we announced that we and our wholly-owned subsidiary, Boise Cascade Wood Products, L.L.C., had entered into a Securities Purchase Agreement, dated June 9, 2022, with Coastal Forest Resources Company (“CFRC”) to purchase 100% of the equity interest of CFRC's wholly-owned subsidiary, Coastal Plywood Company, and its plywood manufacturing operations located in Havana, Florida, and Chapman, Alabama (the "Acquisition").

The Acquisition was completed on July 25, 2022, for a purchase price of $ 517 million, inclusive of estimated working capital at closing of $ 27 million, which is subject to post-closing adjustments.

We funded the Acquisition and related costs with cash on hand.

These facilities will provide incremental stress rated veneer needed to optimize and expand our southeastern U.S.

EWP production capacity.

In addition, the Havana plywood operation will improve our mix of specialty plywood products and is well positioned geographically to support plywood demand in the southeastern U.S.

As a result of the limited time since the acquisition date and the ongoing status of the valuation, the initial accounting for the business combination is incomplete at the time of this filing.

As a result, we are unable to provide the amounts recognized as of the acquisition date for the major classes of assets acquired, liabilities assumed, and goodwill.

This information will be included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.

Long-term debt consisted of the following:

6 unchanged sentences

Asset-Based Credit Facility

On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into an Amended and Restated Credit Agreement, as amended, (Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders.

Capital Finance, LLC, as administrative agent, and the banks named therein as lenders.

The Amended Agreement includes a $ 350 million senior secured asset-based revolving credit facility (Revolving Credit Facility) and a $ 50.0 million term loan (ABL Term Loan) maturing on March 13, 2025.

5 unchanged sentences

The Amended Agreement also contains a requirement that we meet a 1 :1 fixed-charge coverage ratio (FCCR), applicable only if Availability falls below 10 % of the aggregate revolving lending commitments (or $ 35 million).

Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at March 31, 2022 was $ 346.0 million.

Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at June 30, 2022 was $ 346.0 million.

The Amended Agreement permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Amended Agreement, and (ii) pro forma Excess Availability (as defined in the Amended Agreement) is equal to or exceeds 25 % of the aggregate Revolver Commitments (as defined in the Amended Agreement) or (iii) (x) pro forma Excess Availability is equal to or exceeds 15 % of the aggregate Revolver Commitment and (y) our fixed-charge coverage ratio is greater than or equal to 1 :1 on a pro forma basis.

4 unchanged sentences

In addition, we are required to pay an unused commitment fee at a rate of 0.25 % per annum of the average unused portion of the lending commitments.

At both March 31, 2022 and December 31, 2021, we had no borrowings outstanding under the Revolving Credit Facility and $ 4.0 million of letters of credit outstanding.

At both June 30, 2022 and December 31, 2021, we had no borrowings outstanding under the Revolving Credit Facility and $ 4.0 million of letters of credit outstanding.

These letters of credit and borrowings, if any, reduce availability under the Revolving Credit Facility by an equivalent amount.

4 unchanged sentences

Interest rates under the ABL Term Loan are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.75 % to 2.00 % for LIBOR rate loans and from 0.75 % to 1.00 % for base rate loans, both dependent on the amount of Average Excess Availability (as defined in the Amended Agreement).

During the three months ended March 31, 2022, the average interest rate on the ABL Term Loan was approximately 1.92 %.

During the six months ended June 30, 2022, the average interest rate on the ABL Term Loan was approximately 2.23 %.

We have received and expect to continue receiving patronage credits under the ABL Term Loan.

2 unchanged sentences

Patronage credits are recorded as a reduction to interest expense in the year earned.

After giving effect to expected patronage distributions, the effective average net interest rate on the ABL Term Loan was approximately 0.9 % during the three months ended March 31, 2022.

After giving effect to expected patronage distributions, the effective average net interest rate on the ABL Term Loan was approximately 1.2 % during the six months ended June 30, 2022.

On July 27, 2020, we issued $ 400 million of 4.875 % senior notes due July 1, 2030 (2030 Notes) through a private placement that was exempt from the registration requirements of the Securities Act.

17 unchanged sentences

Cash Paid for Interest

For the three months ended March 31, 2022 and 2021, cash payments for interest were $ 10.6 million and $ 8.7 million, respectively.

For the six months ended June 30, 2022 and 2021, cash payments for interest were $ 11.3 million and $ 9.6 million, respectively.

The components of lease expense were as follows:

Three Months Ended

June 30 Six Months Ended

2022 2021 2022 2021

Operating lease cost $ 3,585 $ 3,363 $ 7,146 $ 6,725

8 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Three Months Ended

Six Months Ended

Cash paid for amounts included in the measurement of lease liabilities

6 unchanged sentences

Other information related to leases was as follows:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Weighted-average remaining lease term (years)

4 unchanged sentences

Finance leases 7.5 % 7.5 %

As of March 31, 2022, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

As of June 30, 2022, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

Operating Leases Finance Leases

14 unchanged sentences

PSU and RSU Awards

During the three months ended March 31, 2022, we granted 66,180 PSUs to our officers and other employees, subject to performance and service conditions.

During the six months ended June 30, 2022, we granted 66,180 PSUs to our officers and other employees, subject to performance and service conditions.

For the officers, the number of shares actually awarded will range from 0 % and 200 % of the target amount, depending upon Boise Cascade's 2022 return on invested capital (ROIC), as approved by our Compensation Committee in accordance with the related grant agreement.

4 unchanged sentences

Because the PSUs contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.

During the three months ended March 31, 2021, we granted 73,265 PSUs to our officers and other employees, subject to performance and service conditions.

During the six months ended June 30, 2021, we granted 73,265 PSUs to our officers and other employees, subject to performance and service conditions.

During the 2021 performance period, officers and other employees both earned 200 % of the target based on Boise Cascade’s 2021 ROIC and EBITDA, as applicable, determined by our Compensation Committee and executive management in accordance with the related grant agreements.

The PSUs granted to officers generally vest in a single installment three years from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date.

During the three months ended March 31, 2022 and 2021, we granted an aggregate of 81,523 and 96,622 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

During the six months ended June 30, 2022 and 2021, we granted an aggregate of 86,164 and 99,588 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

The RSUs granted to officers and other employees vest in three equal tranches each year after the grant date.

1 unchanged sentence

We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date.

During the three months ended March 31, 2022 and 2021, the total fair value of PSUs and RSUs vested was $ 12.0 million and $ 9.2 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the three months ended March 31, 2022:

During the six months ended June 30, 2022 and 2021, the total fair value of PSUs and RSUs vested was $ 12.0 million and $ 9.2 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the six months ended June 30, 2022:

Number of shares Weighted Average Grant-Date Fair Value Number of shares Weighted Average Grant-Date Fair Value

4 unchanged sentences

Forfeited — — ( 1,236 ) 79.83

Outstanding, March 31, 2022 317,854 $ 51.46 151,496 $ 64.74

Outstanding, June 30, 2022 317,854 $ 51.46 154,634 $ 65.15

_______________________________

(a) Represents additional PSUs granted during the three months ended March 31, 2022, related to the 2021 performance condition adjustment described above.

(a) Represents additional PSUs granted during the six months ended June 30, 2022, related to the 2021 performance condition

adjustment described above.

Compensation Expense

5 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2022 2021 2022 2021

PSUs $ 1,695 $ 745 $ 3,001 $ 1,834

1 unchanged sentence

Total $ 3,012 $ 1,411 $ 5,403 $ 3,503

The related tax benefit for the three months ended March 31, 2022 and 2021, was $ 0.6 million and $ 0.5 million respectively.

As of March 31, 2022, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 20.5 million.

The related tax benefit for the six months ended June 30, 2022 and 2021, was $ 1.3 million and $ 0.9 million respectively.

As of June 30, 2022, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 18.8 million.

This expense is expected to be recognized over a weighted-average period of 2.0 years.

1 unchanged sentence

On November 14, 2017, we announced that our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock.

For more information regarding our dividend declarations and payments made during each of the three months ended March 31, 2022 and 2021, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

On May 5, 2022 , our board of directors declared a quarterly dividend of $ 0.12 per share on our common stock, as well as a supplemental dividend of $ 2.50 per share on our common stock, both payable on June 15, 2022 , to stockholders of record on June 1, 2022 .

For more information regarding our dividend declarations and payments made during each of the six months ended June 30, 2022 and 2021, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

On July 28, 2022 , our board of directors declared a quarterly dividend of $ 0.12 per share on our common stock, payable on September 15, 2022 , to stockholders of record on September 1, 2022 .

For a description of the restrictions in our asset-based credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 6, Debt.

Future dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, legal capital requirements and surplus, our future operations and earnings, general financial condition, material cash requirements, restrictions imposed by our asset-based credit facility and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.

Stock Repurchase Program

On July 28, 2022, our board of directors authorized the repurchase of an additional 1.5 million shares of our common stock.

This increase is in addition to the remaining authorized shares under our prior common stock repurchase program.

The total combined authorization is approximately 2.0 million shares.

Share repurchases may be made on an opportunistic basis through open market transactions, privately negotiated transactions, or by other means in accordance with applicable federal securities laws.

We are not obligated to purchase any shares, and there is no set date that the program will expire.

Our board of directors, at its discretion, may increase or decrease the number of authorized shares or terminate the program at any time.

Accumulated Other Comprehensive Loss

The following table details the changes in accumulated other comprehensive loss for the three months ended March 31, 2022 and 2021:

The following table details the changes in accumulated other comprehensive loss for the three and six months ended June 30, 2022 and 2021:

Three Months Ended

June 30 Six Months Ended

2022 2021 2022 2021

Beginning balance, net of taxes

13 unchanged sentences

Accordingly, we do not consolidate LTP's results in our financial statements.

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $ 3.7 million and $ 3.3 million, respectively, during the three months ended March 31, 2022 and 2021.

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $ 3.5 million and $ 3.4 million, respectively, during the three months ended June 30, 2022 and 2021, and $ 7.2 million and $ 6.7 million, respectively, during the six months ended June 30, 2022 and 2021.

These sales are recorded in "Sales" in our Consolidated Statements of Operations.

Costs and Expenses

Related-party wood fiber purchases from LTP were $ 20.8 million and $ 20.3 million, respectively, during the three months ended March 31, 2022 and 2021.

Related-party wood fiber purchases from LTP were $ 23.5 million and $ 20.7 million, respectively, during the three months ended June 30, 2022 and 2021, and $ 44.3 million and $ 41.0 million, respectively, during the six months ended June 30, 2022 and 2021.

These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.

7 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2022 2021 2022 2021

Wood Products (a)

6 unchanged sentences

Other 3.5 5.1 8.7 10.9

146.9 270.5 361.3 457.0

Building Materials Distribution

8 unchanged sentences

(b) Sales of EWP to external customers are net of the cost of all EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, dealers, and homebuilders).

For the three months ended March 31, 2022 and 2021, approximately 79 % and 78 %, respectively, of Wood Products' EWP sales volumes were to our BMD segment.

For both the six months ended June 30, 2022 and 2021, approximately 78 % of Wood Products' EWP sales volumes were to our BMD segment.

An analysis of our operations by segment is as follows:

Three Months Ended

June 30 Six Months Ended

2022 2021 2022 2021

Net sales by segment

15 unchanged sentences

In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business.

As of March 31, 2022, there have been no material changes to the above commitments disclosed in the 2021 Form 10-K.

As of June 30, 2022, there have been no material changes to the above commitments disclosed in the 2021 Form 10-K.

Legal Proceedings and Contingencies

4 unchanged sentences

Financial Statements and Supplementary Data" in our 2021 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make.

As of March 31, 2022, there have been no material changes to the guarantees disclosed in the 2021 Form 10-K.

As of June 30, 2022, there have been no material changes to the guarantees disclosed in the 2021 Form 10-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements