What changed in this filing

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Item 1. Financial Statements

2025-07-25 compared with 2025-04-25 · 102 added, 50 removed, 384 unchanged (28% of the section changed)

3 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

3 unchanged sentences

General and administrative expenses

Other operating costs, net (Note 13)

Other operating costs (income), net (Note 13)

Operating income

10 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

2 unchanged sentences

Changes in unamortized actuarial loss, net of tax expense of $ 2 , $ 2 , $ 5 and $ 6

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

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

Unrealized gain on cash flow hedges (Note 9)

Total other comprehensive income (loss)

Total other comprehensive income

Total comprehensive income

8 unchanged sentences

Inventories (Note 5)

Prepaid expenses and other current assets

Prepaid expenses and other current assets (Note 16)

Total current assets

20 unchanged sentences

issued and outstanding:

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

721,835 thousand shares at June 30, 2025 and 725,845 thousand shares at December 31, 2024

Other capital

5 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

3 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

Acquisitions of timberlands (Note 15)

Net cash from investing activities

15 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

17 unchanged sentences

Balance at beginning of period

Other comprehensive income (loss)

Other comprehensive income

Balance at end of period (Note 11)

15 unchanged sentences

SHARE-BASED COMPENSATION

OTHER OPERATING COSTS, NET

RESTRICTED CASH

OTHER OPERATING COSTS (INCOME), NET

TIMBERLAND ACQUISITIONS

PRINCETON LUMBER MILL DIVESTITURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS ENDED MARCH 31, 2025 AND 2024

FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED JUNE 30, 2025 AND 2024

BASIS O F PRESENTATION

36 unchanged sentences

UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS

QUARTER ENDED MARCH 2025

QUARTER ENDED JUNE 2025

Net sales to unaffiliated customers

5 unchanged sentences

Net contribution (charge) to earnings

QUARTER ENDED MARCH 2024

QUARTER ENDED JUNE 2024

Net sales to unaffiliated customers

5 unchanged sentences

Net contribution (charge) to earnings

YEAR-TO-DATE ENDED JUNE 2025

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

YEAR-TO-DATE ENDED JUNE 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 our Wood Products segment, this includes product remediation recoveries.

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

1 unchanged sentence

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

6 unchanged sentences

UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS

QUARTER ENDED MARCH 2025

QUARTER ENDED JUNE 2025

Depreciation, depletion and amortization

Capital expenditures

QUARTER ENDED MARCH 2024

QUARTER ENDED JUNE 2024

Depreciation, depletion and amortization

Capital expenditures

YEAR-TO-DATE ENDED JUNE 2025

Depreciation, depletion and amortization

Capital expenditures

YEAR-TO-DATE ENDED JUNE 2024

Depreciation, depletion and amortization

Capital expenditures

DOLLAR AMOUNTS IN MILLIONS

6 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

26 unchanged sentences

Our basic and diluted earnings per share were:

● $ 0.11 during first quarter 2025 and

● $ 0.16 during first quarter 2024.

● $ 0.12 during second quarter 2025 and $ 0.23 during ye ar-to-date 2025;

● $ 0.24 during second quarter 2024 and $ 0.39 during year-to-date 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

11 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

SHARES IN THOUSANDS

2 unchanged sentences

Share Repurchase Program

On September 22, 2021, we announced that our board of directors approved a new share repurchase program (the 2021 Repurchase Program) under which we are authorized to repurchase up to $ 1 billion of outstanding shares.

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 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.

We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed.

During second quarter 2025, we completed the $ 1 billion purchase authorization under the share repurchase program approved by the board in September 2021 (the 2021 Repurchase Program).

On May 8, 2025, we announced the board approved a new share repurchase program (the 2025 Repurchase Program) under which we are authorized to repurchase up to $ 1 billion of outstanding shares.

Concurrently, the board of directors terminated the completed purchase authorization under the 2021 Repurchase Program.

We repurchased 3,888,932 common shares for approximately $ 100 million (including transaction fees) under the share repurchase programs during second quarter 2025 and 4,733,981 common shares for approximately $ 125 million (including transaction fees) under the share repurchase programs during year-to-date 2025.

As of June 30, 2025, we had remaining authorization of $ 974 million for future share repurchases under the 2025 Repurchase Program.

During year-to-date 2024, we repurchased 3,141,514 common shares for approximately $ 99 million (including transaction fees) under the 2021 Repurchase Program.

All common stock repurchases under the share repurchase programs were made in open-market transactions.

We record share repurchases upon trade date as op posed to the settlement date when cash is disbursed.

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

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

There were no unsettled shares as of June 30, 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.

13 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

2 unchanged sentences

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

1 unchanged sentence

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 2025.

ACCRU ED LIABILITIES

8 unchanged sentences

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 .

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

Net proceeds after fees were $ 299 million.

1 unchanged sentence

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 .

In June 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030 , while increasing borrowing capacity from $ 1.5 billion to $ 1.75 billion.

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 .

We had no outstanding borrowings on our revolving credit facility as of June 30, 2025 or December 31, 2024 .

FAIR VALUE OF FINANCIAL INSTRUMENTS

10 unchanged sentences

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.

As of June 30, 2025 , all forward contracts with an aggregate notional amount of $ 40 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.

Unrealized gains on forward contracts designated as cash flow hedging instruments of $ 4 million and $ 6 million were recognized in “Other comprehensive income” in our Consolidated Statement of Comprehensive Income for the quarter and year-to-date period ended June 30, 2025, respectively.

The unrealized gain for the year-to-date period of $ 6 million was recorded in “Accumulated other comprehensive loss” on our Consolidated Balance Sheet as of June 30, 2025.

As of June 30, 2025, the current and noncurrent fair value of forward contracts designated as cash flow hedging instruments in an asset position of $ 3 million and $ 1 million are reco rded in " Prepaid expenses and other current assets " and " Other assets " on our Consolidated Balance Sheet , respectively.

The Derivative Instruments section of Note 1:

12 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 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.

As of June 30, 2025, 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 .

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

Balance at beginning of period

Other comprehensive income before reclassifications

Other comprehensive (loss) income before reclassifications

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

3 unchanged sentences

Balance at beginning of period

Other comprehensive loss before reclassifications

Other comprehensive income (loss) before reclassifications

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

Total other comprehensive loss

Total other comprehensive income (loss)

Balance at end of period

10 unchanged sentences

SHARE-B ASED COMPENSATION

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

Share-based compensation activity during year-to-date 2025 included the following:

SHARES IN THOUSANDS

1 unchanged sentence

Performance share units (PSUs)

A total of 588 thousand shares of common stock were issued as a result of RSU and PSU vestings.

A total of 633 thousand shares of common stock were issued as a result of RSU and PSU vestings, net of tax.

Restricted Stock Units

15 unchanged sentences

22.20 % – 25.70 %

OTHER OPERAT ING COSTS, NET

Other operating costs, net were comprised of the following:

OTHER OPERAT ING COSTS (INCOME), NET

Other operating costs (income), net were comprised of the following:

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

Environmental remediation charges

Foreign exchange (gains) losses, net

Litigation expense, net

Product remediation recovery

Research and development expenses

Total other operating costs, net

Total other operating costs (income), net

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.

We are required to pay corporate income taxes on earnings of our Taxable REIT Subsidiaries (TRSs), which include our Wood Products segment and a portion of our Timberlands and Real Estate & ENR segments.

The quarterly provision for income taxes is based on our current estimate of the annual effective tax rate and is adjusted for discrete taxable events that have occurr ed during the year.

The quarterly provision for income taxes is based on our current estimate of the annual effective tax rate and is adjusted for discrete taxable events that have occurred during the year.

Our 2025 estimated annual effective tax rate, excluding discrete items, differs from the U.S.

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.

RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on our Consolidated Balance Sheet that sum to the total of the amounts shown in the Consolidated Statement of Cash Flows :

DOLLAR AMOUNTS IN MILLIONS

Cash and cash equivalents

Restricted cash included in other assets (1)

Total cash, cash equivalents and restricted cash

(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.

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

Tax Legislation

On July 4, 2025, H.R.

1, commonly known as the One Big, Beautiful Bill Act (the OBBBA), was enacted.

The OBBBA contains significant changes to corporate taxation, including accelerated deductions for capital spending, expensing of research and development costs and increased deductibility of interest expense.

Additionally, effective for taxable years beginning after December 31, 2025, the value of TRS securities that a REIT may hold will increase from 20 percent to 25 percent of the value of the REIT’s total assets.

We do not expect a material impact to our financial statements due to the enactment of the OBBBA.

TIMBERLAND ACQUISITIONS

On May 22, 2025, we announced the acquisition of 117 thousand acres of North Carolina and Virginia timberlands for approximately $ 375 million.

The acquisition is subject to customary closing conditions and is expected to close in third quarter 2025.

On May 30, 2024, we acquired 13 thousand acres of Alabama timberlands for approximately $ 48 million.

As a result of this acquisition, 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 .

PRINCETON LUMBER MILL DIVESTITURE

On May 21, 2025, we announced an agreement to sell our Princeton lumber mill for approximately $ 85 million, which includes the mill assets, all associated timber licenses in British Columbia and the value of working capital, subject to customary purchase price adjustments at closing.

The transaction is subject to customary closing conditions, including regulatory review, with the sale of the mill expected to be completed in third quarter 2025, and the timber licenses to follow over the ensuing months.

The sale of our Princeton lumber mill is not considered a strategic shift that has, or will have, a major effect on our operations or financial results, and therefore does not meet the requirements for presentation as discontinued operations.

However, the related assets and liabilities have met the relevant criteria to be classified as held for sale on our current period Consolidated Balance Sheet .

As of June 30, 2025, assets held for sale of $ 65 million within our Wood Products segment were included in "Prepaid expenses and other current assets" on our Consolidated Balance Sheet .

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