What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-04-25 compared with 2024-10-25 · 89 added, 116 removed, 345 unchanged (37% of the section changed)

3 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Net sales (Note 3)

15 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Other comprehensive income:

Other comprehensive income (loss):

Foreign currency translation adjustments

Changes in unamortized actuarial loss, net of tax expense of $ 3 and $ 4

Changes in unamortized net prior service credit, net of tax benefit of $ 0 , $ 0 , $ 0 and $ 1

Total other comprehensive income

Changes in unamortized net prior service cost, net of tax benefit of $ 0 and $ 0

Unrealized gain on cash flow hedges (Note 9)

Total other comprehensive income (loss)

Total comprehensive income

3 unchanged sentences

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE

SEPTEMBER 30,

Current assets:

26 unchanged sentences

issued and outstanding:

726,758 thousand shares at September 30, 2024 and 729,753 thousand shares at December 31, 2023

725,671 thousand shares at March 31, 2025 and 725,845 thousand shares at December 31, 2024

Other capital

5 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR-TO-DATE ENDED

QUARTER ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

Cash flows from operations:

2 unchanged sentences

Basis of real estate sold

Deferred income taxes, net

Pension and other post-employment benefits (Note 6)

9 unchanged sentences

Capital expenditures for timberlands reforestation

Acquisitions of timberlands (Note 15)

Purchase of short-term investments

Acquisitions of timberlands

Net cash from investing activities

15 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Common shares:

16 unchanged sentences

Balance at beginning of period

Other comprehensive income

Other comprehensive income (loss)

Balance at end of period (Note 11)

16 unchanged sentences

OTHER OPERATING COSTS, NET

TIMBERLAND ACQUISITONS

RESTRICTED CASH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED SEPTEMBER 30, 2024 AND 2023

FOR THE QUARTERS ENDED MARCH 31, 2025 AND 2024

BASIS O F PRESENTATION

9 unchanged sentences

Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.

Summary of Significant Accounting Policies

The following updates the policies disclosed in Note 1:

Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2024.

Derivative Instruments

At times, we may manage exposure to certain risks by entering into derivative instruments.

We do not enter into derivative instruments for speculative purposes.

We record all derivative instruments on our Consolidated Balance Sheet at fair value.

We are allowed to net settle transactions with respective counterparties for certain derivative instruments;

however, we have not offset derivative asset and liability balances on our Consolidated Balance Sheet .

For derivative instruments that are designated as hedging instruments in a qualifying cash flow hedge, the hedging instrument’s income or loss is reported as a component of other comprehensive income (loss) and recorded in accumulated other comprehensive loss on our Consolidated Balance Sheet .

The income or loss is subsequently reclassified into net earnings when the hedged transaction affects net earnings in the same line item as the underlying hedged transaction in our Consolidated Statement of Operations .

The initial value of hedged components excluded from the assessment of effectiveness are amortized over the life of the hedging instrument, using a systematic and rational method, and recognized in the same line item as the hedged transaction.

Cash flows from derivative instruments designated as hedging instruments are classified in the same category as the cash flows from the respective hedged transaction.

Fair Value of Financial Instruments .

BUSIN ESS SEGMENTS

8 unchanged sentences

A reconciliation of our business segment information to the respective information in the Consolidated Statement of Operations is as follows:

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Sales to unaffiliated customers:

Real Estate & ENR

WOOD PRODUCTS

UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS

QUARTER ENDED MARCH 2025

Net sales to unaffiliated customers

Intersegment sales

Intersegment eliminations

Costs of sales

Selling expenses

General and administrative expenses

Other segment items (1)

Net contribution (charge) to earnings

Real Estate & ENR

Wood Products

Unallocated items (1)

QUARTER ENDED MARCH 2024

Net sales to unaffiliated customers

Intersegment sales

Costs of sales

Selling expenses

General and administrative expenses

Other segment items (1)

Net contribution (charge) to earnings

(1) Other segment items for each reportable segment includes recurring and non-recurring income and expense items.

For Unallocated Items, this includes non-operating pension and other post-employment benefit costs and interest income and other.

Reconciliation of Net Contribution to Earnings to Net Earnings

QUARTER ENDED

DOLLAR AMOUNTS IN MILLIONS

Net contribution to earnings

1 unchanged sentence

Earnings before income taxes

(1) Unallocated items are gains or charges not related to, or allocated to, an individual operating segment.

They include all or a portion of items such as share-based compensation, pension and post-employment costs, elimination of intersegment profit in inventory and LIFO, foreign exchange transaction gains and losses, interest income and other.

Additional Financial Information

DOLLAR AMOUNTS IN MILLIONS

WOOD PRODUCTS

UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS

QUARTER ENDED MARCH 2025

Depreciation, depletion and amortization

Capital expenditures

QUARTER ENDED MARCH 2024

Depreciation, depletion and amortization

Capital expenditures

DOLLAR AMOUNTS IN MILLIONS

Timberlands and Real Estate & ENR (1)

Wood Products

Unallocated items

(1) Assets attributable to the Real Estate & ENR segment are combined with total assets for the Timberlands segment as we do not produce separate balance sheets internally.

REVENU E RECOGNITION

1 unchanged sentence

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Net sales to unaffiliated customers:

25 unchanged sentences

Our basic and diluted earnings per share were:

● $ 0.04 during third quarter 2024 and $ 0.43 during year-to-date 2024;

● $ 0.33 during third quarter 2023 and $ 0.85 during year-to-date 2023.

● $ 0.11 during first quarter 2025 and

● $ 0.16 during first quarter 2024.

Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued.

1 unchanged sentence

QUARTER ENDED

YEAR-TO-DATE ENDED

SHARES IN THOUSANDS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Weighted average common shares outstanding – basic

10 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

SHARES IN THOUSANDS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Stock options

3 unchanged sentences

Concurrently, the board terminated the remaining repurchase authorization under the share repurchase program approved by the board in February 2019 (the 2019 Repurchase Program).

We repurchased 820,706 common shares for approximately $ 26 million (including transaction fees) under the 2021 Repurchase Program during third quarter 2024 and 3,962,220 common shares for approximately $ 125 million (including transaction fees) under the 2021 Share Repurchase Program during year-to-date 2024.

During third quarter 2023, we repurchased 757,510 common shares for approximately $ 25 million (including transaction fees) and 3,562,944 common shares for approximately $ 110 million (including transaction fees) during year-to-date 2023 under the 2021 Repurchase Program.

As of September 30, 2024, we had remaining authorization of $ 127 million for future share repurchases.

We repurchased 845,049 common shares for approximately $ 25 million (including transaction fees) under the 2021 Repurchase Program during first quarter 2025 .

During first quarter 2024, we repurchased 1,472,369 common shares for approximately $ 49 million (including transaction fees) under the 2021 Repurchase Program.

As of March 31, 2025, we had remaining authorization of $ 74 million for future share repurchases.

All common stock repurchases under the 2021 Repurchase Program were made in open-market transactions.

1 unchanged sentence

We record a liability for repurchases that have not yet been settled as of period end.

There were 11,564 unsettled shares (less than $ 1 million) as of September 30, 2024 and 13,866 unsettled shares (approximately $ 1 million) as of December 31, 2023 .

There were no unsettled shares as of March 31, 2025 and 12,436 unsettled shares (less than $ 1 million) as of December 31, 2024 .

Inventories include raw materials, work-in-process and finished goods, as well as materials and supplies.

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 30,

LIFO inventories:

11 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Interest cost

1 unchanged sentence

Amortization of actuarial loss

Amortization of prior service cost

Total net periodic benefit cost – pension

1 unchanged sentence

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Interest cost

Amortization of actuarial loss

Amortization of prior service credit

Total net periodic benefit cost – other post-employment benefits

4 unchanged sentences

We evaluate the year-end estimated fair value of pension plan assets in the second quarter of each year to incorporate final net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K.

No adjustments to the fair value of assets or projected benefit obligations were necessary during second quarter 2024 .

ACCRU ED LIABILITIES

1 unchanged sentence

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 30,

Compensation and employee benefit costs

3 unchanged sentences

LONG-TERM DEBT AND LINE OF CREDIT

In July 2023, we repaid $ 118 million of our 7.125 percent notes at maturity.

In May 2023, we completed an offering of debt securities by issuing $ 750 million of 4.750 percent notes due in May 2026 .

The net proceeds after deducting the discount, underwriting fees and issuance costs were $ 743 million.

Long-term Debt

During first quarter 2025, we repaid our $ 139 million 8.50 percent debentures and our $ 71 million 7.95 percent debentures at maturity.

We also entered into a $ 300 million senior unsecured term loan that will mature in March 2030 .

Net proceeds after fees were $ 299 million.

Borrowings will bear interest at a floating rate based on either the adjusted term Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed upon base rate plus a spread.

Line of Credit

In March 2023, we refinanced and extended our $ 1.5 billion five-year senior unsecured revolving credit facility, which expires in March 2028 .

Borrowings will bear interest at a floating rate based on either the adjusted term Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed upon base rate plus a sprea d.

We had no outstanding borrowings on our credit facility as of September 30, 2024 and December 31, 2023 .

Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed upon base rate plus a spread.

We had no outstanding borrowings on our credit facility as of March 31, 2025 and December 31, 2024 .

FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value and carrying value of our long-term debt consisted of the following:

SEPTEMBER 30,

DOLLAR AMOUNTS IN MILLIONS

5 unchanged sentences

The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.

Fair Value of Derivative Instruments Designated as Cash Flow Hedges

During first quarter 2025, we entered into forward contracts with the risk management objective of reducing foreign exchange risk associated with the variability in cash flows from the settlement of forecasted foreign currency-denominated purchases of equipment.

Our forward contracts provide the right to buy specified quantities of euros during predetermined future periods at predetermined future rates.

As of March 31, 2025, all forward contracts with an aggregate notional amount of $ 50 million were designated as cash flow hedging instruments of hedged forecasted foreign-currency denominated purchases of equipment.

No comparable activity was present as of and for the year ended December 31, 2024.

For the quarter ended March 31, 2025, an unrealized gain on forward contracts designated as cash flow hedging instruments of $ 2 million was recognized in “Other comprehensive income (loss)” in our Consolidated Statement of Comprehensive Income and is recorded in “Accumulated other comprehensive loss” on our Consolidated Balance Sheet as of March 31, 2025.

As of March 31, 2025, the current and noncurrent fair value of forward contracts designated as cash flow hedging instruments in an asset position of $ 1 million and less than $ 1 million are recorded in " Prepaid expenses and other current assets " and " Other assets " on our Consolidated Balance Sheet , respectively.

The Derivative Instruments section of Note 1:

Basis of Presentation provides information about how we account for derivative instruments as cash flow hedges.

Fair Value of Other Financial Instruments

10 unchanged sentences

● have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.

As of September 30, 2024, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $ 80 million.

As of March 31, 2025, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $ 82 million.

These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet .

2 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Balance at beginning of period

Other comprehensive loss before reclassifications

Other comprehensive income before reclassifications

Amounts reclassified from accumulated other comprehensive loss to earnings (2)

5 unchanged sentences

Amounts reclassified from accumulated other comprehensive loss to earnings (2)

Total other comprehensive (loss) income

Total other comprehensive loss

Balance at end of period

2 unchanged sentences

Translation adjustments

Unrealized gain on cash flow hedges (1)

Total other comprehensive income (loss)

2 unchanged sentences

(1) Amounts presented are net of tax.

(2) Amounts of actuarial loss and prior service (cost) credit are components of net periodic benefit cost.

(2) Amounts of actuarial loss and prior service cost are components of net periodic benefit cost.

Pension and Other Post-Employment Benefit Plans .

SHARE-B ASED COMPENSATION

Share-based compensation activity during year-to-date 2024 included the following:

Share-based compensation activity during first quarter 2025 included the following:

SHARES IN THOUSANDS

22 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2024

SEPTEMBER 2023

SEPTEMBER 2024

SEPTEMBER 2023

Environmental remediation charges

Litigation expense, net

Product remediation recovery

Research and development expenses

Restructuring, impairments and other charges

Total other operating costs, net

Asset Impairment

During third quarter 2024, we recorded a $ 10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill.

The loss was attributable to our Wood Products segment and was recorded within “Other operating costs, net” in our Consolidated Statement of Operations .

As a real estate investment trust (REIT), we generally are not subject to federal corporate income taxes on REIT taxable income that is distributed to shareholders.

3 unchanged sentences

federal statutory tax rate of 21 percent p rimarily due to state and foreign income taxes and tax benefits associated with our nontaxable REIT earnings.

TIMBERLAND ACQUISITIONS

On July 25, 2024, we announced acquisitions totaling 84 thousand acres of Alabama timberlands for $ 244 million.

The first transaction was completed on May 30, 2024 and was comprised of 13 thousand acres for $ 48 million.

We recorded $ 47 million of timberland assets in "Timber and timberlands at cost, less depletion" and $ 1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet .

The second transaction was completed o n August 28, 2024 and was comprised of 32 thousand acres for $ 82 million.

We recorded $ 81 million of timberland assets in "Timber and timberlands at cost, less depletion" and $ 1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet .

The third transaction was completed on October 9, 2024 and was comprised of 39 thousand acres for $ 114 million.

On July 19, 2023, we completed the purchase of 22 thousand acres of Mississippi timberlands for $ 60 million.

We recorded $ 59 million of timberland assets in "Timber and timberlands at cost, less depletion" and $ 1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet .

RESTRICTED CASH

1 unchanged sentence

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 30,

Cash and cash equivalents

1 unchanged sentence

Total cash, cash equivalents and restricted cash

(1) Amounts included in restricted cash as of September 30, 2024 are comprised of proceeds held by a qualified intermediary that were subsequently reinvested in timber and timberlands through a like-kind exchange transaction.

(1) Amounts included in restricted cash as of March 31, 2024 are comprised of proceeds held by a qualified intermediary that were subsequently reinvested in timber and timberlands through a like-kind exchange transaction.

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