What changed in this filing

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Item 1. Financial Statements

2026-07-31 compared with 2026-05-01 · 92 added, 40 removed, 435 unchanged (23% of the section changed)

3 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

4 unchanged sentences

Gain on sale of timberlands (Note 15)

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

Other operating costs, net (Note 13)

Operating income

10 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

39 unchanged sentences

issued and outstanding:

721,043 thousand shares at March 31, 2026 and 720,531 thousand shares at December 31, 2025

720,692 thousand shares at June 30, 2026 and 720,531 thousand shares at December 31, 2025

Other capital

5 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

17 unchanged sentences

Proceeds from sale of timberlands (Note 15)

Proceeds from lumber mill sale (Note 16)

Net cash from investing activities

2 unchanged sentences

Net proceeds from issuance of long-term debt (Note 8)

Net proceeds from issuance of commercial paper (Note 8)

Payments on long-term debt (Note 8)

Payments on commercial paper (Note 8)

Repurchases of common shares (Note 4)

10 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

35 unchanged sentences

SHARE-BASED COMPENSATION

OTHER OPERATING (INCOME) COSTS, NET

OTHER OPERATING COSTS, NET

TIMBERLAND DIVESTITURES

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS ENDED MARCH 31, 2026 AND 2025

FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED JUNE 30, 2026 AND 2025

BASIS O F PRESENTATION

26 unchanged sentences

● Wood Products – Structural lumber, oriented strand board, engineered wood products and building materials distribution.

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

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

DOLLAR AMOUNTS IN MILLIONS

2 unchanged sentences

UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS

QUARTER ENDED MARCH 2026

QUARTER ENDED JUNE 2026

Net sales to unaffiliated customers

5 unchanged sentences

Net contribution (charge) to earnings

QUARTER ENDED MARCH 2025

QUARTER ENDED JUNE 2025

Net sales to unaffiliated customers

5 unchanged sentences

Net contribution (charge) to earnings

YEAR-TO-DATE ENDED JUNE 2026

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 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

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

For our Timberlands segment, this includes gains on the sale of timberlands for the quarter ended March 31, 2026.

For our Wood Products segment, this includes product remediation insurance recoveries for the quarter ended March 31, 2026.

For our Timberlands segment, this includes gains on the sale of timberlands for the quarter and year-to-date period ended June 30, 2026.

For our Wood Products segment, this includes product remediation insurance recoveries for the year-to-date period ended June 30, 2026.

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

Refer to Note 13:

Other Operating (Income) Costs, Net for additional information.

Other Operating Costs, Net for additional information.

Reconciliation of Net Contribution to Earnings to Net Earnings

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

7 unchanged sentences

UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS

QUARTER ENDED MARCH 2026

QUARTER ENDED JUNE 2026

Depreciation, depletion and amortization

Capital expenditures

QUARTER ENDED MARCH 2025

QUARTER ENDED JUNE 2025

Depreciation, depletion and amortization

Capital expenditures

YEAR-TO-DATE ENDED JUNE 2026

Depreciation, depletion and amortization

Capital expenditures

YEAR-TO-DATE ENDED JUNE 2025

Depreciation, depletion and amortization

Capital expenditures

DOLLAR AMOUNTS IN MILLIONS

6 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

27 unchanged sentences

Our basic and diluted earnings per share were:

● $ 0.22 during first quarter 2026 and

● $ 0.11 during first quarter 2025.

● $ 0.23 during second quarter 2026 and $ 0.44 d uring year-to-date 2026.

● $ 0.12 during second quarter 2025 and $ 0.23 during year-to-date 2025.

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

4 unchanged sentences

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

We repurchased 409,043 common shares for approximately $ 10 million (including transaction fees) under the 2025 Repurchase Program during first quarter 2026.

As of March 31, 2026, we had remaining authorization of $ 928 million for future share repurchases under the 2025 Repurchase Program.

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

We repurchased 409,734 common shares for approximately $ 10 million (including transaction fees) under the 2025 Repurchase Program during second quarter 2026 and 818,777 common shares for approximately $ 20 million (including transaction fees) under the 2025 Repurchase Program during year-to-date 2026.

As of June 30, 2026, we had remaining authorization of $ 918 million for future share repurchases under the 2025 Repurchase Program.

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

All common stock repurchases under the share repurchase programs 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 no unsettled shares as of March 31, 2026 and December 31, 2025 .

There were no unsettled shares as of June 30, 2026 and December 31, 2025 .

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

Interest cost

Amortization of prior service credit

Total net periodic benefit cost – other post-employment benefits

For the periods presented, service cost is included in “Costs of sales,” “Selling expenses,” and “General and administrative expenses” with the remaining components included in “Non-operating pension and other post-employment benefit costs” in the Consolidated Statement of Operations .

Fair Value of Pension Plan Assets and Obligations

2 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 2026.

ACCRU ED LIABILITIES

7 unchanged sentences

Long-term Debt

In July 2026, we repaid the remaining $ 62 million and $ 60 million in principal outstanding on our 7.35 percent and 7.85 percent debentures, respectively, at maturity.

During second quarter 2026, we repaid the remaining $ 250 million in principal outstanding on our 4.75 percent notes at maturity.

We also amended our $ 300 million senior unsecured term loan to extend the maturity date from April 2030 to April 2031 and amended our $ 250 million senior unsecured term loan to extend the maturity date from December 2028 to April 2031 .

Refinancing costs associated with each of these extensions were immaterial.

During first quarter 2026, we repaid our $ 150 million 7.70 percent debentures at maturity.

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 April 2030 .

We also entered into a $ 300 million senior unsecured term loan that will mature in April 2031 as a result of the aforementioned amendment.

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

During second quarter 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 revolving credit facility as of March 31, 2026 or December 31, 2025.

Commercial Paper Program

3 unchanged sentences

We use our revolving credit facility as a liquidity backstop for the repayment of short-term unsecured notes issued under the commercial paper program.

There were no notes outstanding under this program as of March 31, 2026 or December 31, 2025 .

As of June 30, 2026, we had $ 250 million of commercial paper issued and outstanding under this program, with a weighted average interest rate of 4.10 percent.

There was no commercial paper issued and outstanding under this program as of December 31, 2025.

As of June 30, 2026 , we have classified all issued and outstanding commercial paper maturing in the next 12 months as long-term because we have the intent and ability to refinance these borrowings on a long-term basis, as supported by the available capacity under our $ 1.75 billion revolving credit facility.

The amount outstanding is recorded in "Long-term debt, net" on our Consolidated Balance Sheet .

Line of Credit

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 revolving credit facility as of June 30, 2026 or December 31, 2025 .

FAIR VALUE OF FINANCIAL INSTRUMENTS

1 unchanged sentence

DOLLAR AMOUNTS IN MILLIONS

Long-term debt (including current maturities) and line of credit:

Long-term debt (including current maturities), line of credit and commercial paper:

Variable rate

Commercial paper program

To estimate the fair value of fixed rate long-term debt, we used the market approach, which is based on quoted market prices we received for the same types and issues of our debt.

6 unchanged sentences

The interest rate swaps provide the right to make fixed rate payments to the counterparty in exchange for variable, SOFR-based payments on a monthly settlement schedule.

As of March 31, 2026 and December 31, 2025, our interest rate swap agreements with an aggregate notional amount o f $ 800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $ 800 million term loan.

As of June 30, 2026 and December 31, 2025, our interest rate swap agreements with an aggregate notional amount o f $ 800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $ 800 million term loan.

Foreign Currency Hedging Relationship

1 unchanged sentence

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

As of March 31, 2026 and December 31, 2025, all forward contracts with an aggregate notional amount of $ 20 million and $ 32 million, respectively, were designated as cash flow hedging instruments of hedged forecasted foreign-currency denominated purchases of equipment.

As of June 30, 2026 and December 31, 2025, all forward contracts with an aggregate notional amount of $ 14 million and $ 32 million, respectively, were designated as cash flow hedging instruments of hedged forecasted foreign-currency denominated purchases of equipment.

The current and noncurrent fair value of our outstanding derivatives designated as cash flow hedging instruments as recorded on our Consolidated Balance Sheet are summarized below:

5 unchanged sentences

OTHER LIABILITIES

AS OF MARCH 31, 2026

AS OF JUNE 30, 2026

Interest rate swaps

5 unchanged sentences

Total fair value

The unrealized net gain on our outstanding derivative instruments recognized in "Other comprehensive income" in our Consolidated Statement of Comprehensive Income and recorded in "Accumulated other comprehensive loss" on our Consolidated Balance Sheet are summarized below:

The pre-tax unrealized gain on our outstanding derivative instruments recognized in "Other comprehensive income" in our Consolidated Statement of Comprehensive Income and recorded in "Accumulated other comprehensive loss" on our Consolidated Balance Sheet are summarized below:

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

1 unchanged sentence

Foreign currency forward contracts

Total unrealized net gain on cash flow hedges

Total unrealized gain on 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 March 31, 2026, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $ 90 million .

As of June 30, 2026, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $ 93 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 income (loss) 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

Total other comprehensive loss

Other comprehensive income (loss) before reclassifications

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

Total other comprehensive (loss) income

Balance at end of period

10 unchanged sentences

SHARE-B ASED COMPENSATION

Share-based compensation activity during first quarter 2026 included the following:

Share-based compensation activity during year-to-date 2026 included the following:

SHARES IN THOUSANDS

18 unchanged sentences

Expected volatility

OTHER OPERAT ING (INCOME) COSTS, NET

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

OTHER OPERAT ING COSTS, NET

Other operating costs, net were comprised of the following:

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

3 unchanged sentences

Research and development expenses

Total other operating (income) costs, net

Total other operating costs, 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.

10 unchanged sentences

TIMBERLAND DIVE STITURES

In June 2026, we completed the sale of 29 thousand acres of Oregon timberlands for $ 114 million, which is net of purchase price adjustments and closing costs.

As a result of the sale, we recorded a $ 71 million gain in the Timberlands segment in our Consolidated Statement of Operations .

This sale was not considered a strategic shift that had, or will have, a major effect on our operations or financial results and therefore did not meet the requirements for presentation as discontinued operations.

In February 2026, we completed the sale of 108 thousand acres of Virginia timberlands for $ 192 million, which is net of purchase price adjustments and closing costs.

9 unchanged sentences

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