What changed in this filing

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Item 1. Financial Statements

2021-07-30 compared with 2021-04-30 · 53 added, 18 removed, 365 unchanged (16% of the section changed)

3 unchanged sentences

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DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

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DOLLAR AMOUNTS IN MILLIONS

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Changes in unamortized actuarial loss, net of tax expense of $ 38 , $ 8 , $ 45 and $ 24

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

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

Total other comprehensive income

9 unchanged sentences

Inventories ( Note 5 )

Assets held for sale ( Note 14 )

Prepaid expenses and other current assets

21 unchanged sentences

issued and outstanding:

748,751 thousand shares at March 31, 2021 and 747,385 thousand shares at

749,782 thousand shares at June 30, 2021 and 747,385 thousand shares at

December 31, 2020

6 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

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DOLLAR AMOUNTS IN MILLIONS

15 unchanged sentences

Capital expenditures for timberlands reforestation

Acquisition of Alabama timberlands ( Note 14 )

Proceeds from note receivable held by variable interest entities ( Note 6 )

4 unchanged sentences

Net proceeds from issuance of long-term debt ( Note 9 )

Payments on long-term debt ( Note 9 )

Proceeds from borrowings on line of credit ( Note 9 )

12 unchanged sentences

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DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

1 unchanged sentence

Balance at beginning of period

Issued for exercise of stock options and vested restricted stock units

Issued for exercise of stock options and vested units

Balance at end of period

2 unchanged sentences

Issued for exercise of stock options

Shared-based compensation

Share-based compensation

Other transactions, net

28 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS ENDED MARCH 31, 2021 AND 2020

FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED JUNE 30, 2021 AND 2020

BASIS OF PRESENTATION

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DOLLAR AMOUNTS IN MILLIONS

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DOLLAR AMOUNTS IN MILLIONS

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Our basic and diluted earnings per share were:

$ 0.91 during first quarter 2021 and

$ 0.20 during first quarter 2020.

$ 1.37 during second quarter 2021 and $ 2.28 during year-to-date 2021;

$ 0.10 during second quarter 2020 and $ 0.30 during year-to-date 2020.

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

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SHARES IN THOUSANDS

11 unchanged sentences

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SHARES IN THOUSANDS

25 unchanged sentences

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DOLLAR AMOUNTS IN MILLIONS

6 unchanged sentences

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DOLLAR AMOUNTS IN MILLIONS

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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

In our year-end reporting process, we estimate the fair value of pension plan assets based upon the information available at that time.

For certain assets, primarily private equity funds, the information available consists of net asset values as of an interim date, cash flows between the interim date and the end of the year and market events.

We update 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.

During second quarter 2021, we recorded an increase to the beginning of the year fair value of the pension assets of $ 155 million, or 5 percent.

We also updated our census data that is used to estimate our beginning of the year projected benefit obligation for our pension plans, which resulted in a projected benefit obligation increase of $ 17 million, or less than 1 percent.

The net effect of these updates was a $ 138 million improvement in funded status.

This change in funded status was reflected on our Consolidated Balance Sheet as of June 30, 2021.

ACCRUED LIABILITIES

6 unchanged sentences

LONG-TERM DEBT AND LINE OF CREDIT

In May 2021, we repaid our $ 225 million variable-rate term loan that was scheduled to mature in July 2026 .

In March 2020, we issued $ 750 million of 4.00 percent notes due in April 2030 .

The net proceeds after deducting the discount, underwriting fees and issuance costs were $ 732 million.

In May 2020, a portion of the net proceeds was used to redeem our $ 569 million 4.70 percent notes due in March 2021 .

A net pretax charge of $ 11 million was included in “Interest expense, net of capitalized interest” in the Consolidated Statement of Operations in second quarter 2020 for the make-whole premium in connection with the early extinguishment of the $ 569 million notes, partially offset by the write-off of an unamortized fair value step-up adjustment.

In January 2020, we refinanced and extended our $ 1.5 billion five-year senior unsecured revolving credit facility, which expires in January 2025 .

Borrowings are at LIBOR plus a spread or at other interest rates mutually agreed upon between the borrower and the lending banks.

We had no outstanding borrowings on our credit facility as of March 31, 2021 and December 31, 2020.

We had no outstanding borrowings on our credit facility as of June 30, 2021 and December 31, 2020.

FAIR VALUE OF FINANCIAL INSTRUMENTS

8 unchanged sentences

Fair Value of Other Financial Instruments

We believe that our other financial instruments, including cash and cash equivalents, short-term investments, mutual fund investments held in grantor trusts, and receivables and payables, have net carrying values that approximate their fair values with only insignificant differences.

We believe that our other financial instruments, including cash and cash equivalents, short-term investments, and receivables and payables, have net carrying values that approximate their fair values with only insignificant differences.

This is primarily due to the short-term nature of these instruments and the allowance for doubtful accounts.

8 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, 2021, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $ 58 million.

As of June 30, 2021, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $ 58 million.

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

2 unchanged sentences

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DOLLAR AMOUNTS IN MILLIONS

Balance at beginning of period

Other comprehensive income (loss) before reclassifications

Other comprehensive income before reclassifications

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

16 unchanged sentences

SHARE-BASED COMPENSATION

Share-based compensation activity during first quarter 2021 included the following:

Share-based compensation activity during year-to-date 2021 included the following:

SHARES IN THOUSANDS

22 unchanged sentences

Washington Divestiture

On April 30, 2021, we announced an agreement to sell 145,000 acres of timberlands in the North Cascades region of Washington for $ 266 million in cash.

This agreement is subject to customary closing conditions and is expected to close in third quarter 2021.

On April 30, 2021, we announced an agreement to sell 145,000 acres of timberlands in the North Cascades region of Washington.

On July 7, 2021, we completed the sale for $ 261 million in cash proceeds, which is net of purchase price adjustments and closing costs.

This transaction was structured as a like-kind exchange along with the Alabama acquisition discussed below.

As a result of the sale, a gain of approximately $ 30 million will be recorded in the Timberlands segment in our third quarter 2021 Consolidated Statement of Operations .

This divestiture 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 have met the relevant criteria to be classified as held for sale in the current period Consolidated Balance Sheet .

The designation as held for sale requires us to record the related net assets at the lower of their current cost basis or fair value, less an amount of estimated selling costs.

This classification does not affect the presentation in the Consolidated Statement of Operations .

The held for sale classification did change the presentation of the related assets from long-term to current on our Consolidated Balance Sheet .

As of June 30, 2021, “Assets held for sale” had a balance of $ 229 million, which consisted primarily of timberlands and other related assets.

Alabama Acquisition

On February 25, 2021, we announced an agreement to purchase 69,200 acres of southwest Alabama timberlands for approximately $ 149 million.

We completed the purchase on April 27, 2021.

We completed the purchase on April 27, 2021 and recorded $ 148 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 .

As discussed above, this transaction was structured as a like-kind exchange, and therefore, the southwest Alabama timberlands were held on our behalf by an intermediary as of June 30, 2021 .

Montana Divestiture

6 unchanged sentences

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DOLLAR AMOUNTS IN MILLIONS

Foreign exchange losses, net

Litigation expense (income), net

Foreign exchange losses (gains), net

Litigation expense, net

Product remediation recovery

Research and development expenses

6 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