MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included in Financial Information of this Quarterly Report on Form 10-Q (this "Form 10-Q") and the Company's Form 10-K for the three years ended December 31, 2025, 2024 and 2023. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those stated and implied in any forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Form 10-Q and in our 2025 Form 10-K, particularly under the headings Risk Factors and Forward-Looking Statements.
EXECUTIVE SUMMARY
Third quarter 2026 net income from continuing operations was $85 million ($2.13 per diluted share) compared with $71 million ($1.76 per diluted share) for the third quarter of 2025. Net sales from continuing operations were $645 million in the current quarter compared with $662 million in the prior year. Cash provided by operating activities from continuing operations was $70 million compared to $114 million in the third quarter of last year. Adjusted EBITDA was $128 million compared to $158 million in the third quarter of 2025. Free cash flow was $16 million compared to $64 million in the third quarter of 2025.
Comparing our performance in the third quarter of 2026 to the prior year, volume decreased, primarily due to lower North America volume with the termination of the Riverdale mill supply agreement. Price and mix were favorable in both North America and Latin America. Operations and other costs as well as input and transportation costs were unfavorable. We continued to return cash to shareowners through an $18 million dividend payment during the quarter.
On November 6, 2026, we announced we have entered into exclusive negotiations with a buyer after signing a put option agreement that creates a binding offer to acquire our Europe business. We believe this potential transaction represents an important strategic step for our Europe business and Sylvamo. In Europe, it would create the opportunity to move forward with an owner experienced in corporate carveouts and positioning businesses for long-term success. After the proposed transaction, Sylvamo will be a more focused company, with greater ability to invest in our business, strengthen our performance and pursue world-class excellence.
Divestiture of European Operations
During the third quarter of 2026, management committed to a plan to sell the Company's European business segment. As a result, all current and historical operating results of the European business segment are presented as "Discontinued operations, net of taxes" in the condensed consolidated statement of operations and the notes to the condensed consolidated financial statements. All historical assets and liabilities of the European business segment are classified as current and long-term assets and liabilities held for sale in the accompanying condensed consolidated balance sheet. We recorded a pre-tax charge of $342 million ($342 million after taxes) for the impairment of the Europe business segment and a pre-tax gain of $67 million ($67 million after taxes) which includes an expected cumulative foreign currency translation gain and other accumulated other comprehensive loss related to our Europe business segment, which will be recognized upon the sale of the business. See Note 7 Divestiture and Impairment of Business for further details.
Our operations in Europe include two integrated mills in the region, one in Saillat, France and one in Nymölla, Sweden. Operations from these mills represented approximately 23% of our net sales for the nine months ended September 30, 2026 and 17% of our long-lived assets as of September 30, 2026.
RESULTS OF OPERATIONS
The following summarizes our results of operations for the periods presented:
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2026
|
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2025
|
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2026
|
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2025
|
|
NET SALES
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$
|
645
|
|
|
$
|
662
|
|
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$
|
1,827
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|
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$
|
1,906
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|
COSTS AND EXPENSES
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Cost of products sold (exclusive of depreciation, amortization and cost of timber harvested shown separately below)
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440
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|
|
443
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|
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1,346
|
|
|
1,360
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|
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Selling and administrative expenses
|
|
82
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|
|
61
|
|
|
212
|
|
|
190
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|
|
Depreciation, amortization and cost of timber harvested
|
|
36
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|
|
41
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|
|
105
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|
|
110
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|
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Taxes other than payroll and income taxes
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|
5
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|
|
5
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|
|
15
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|
|
14
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|
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Interest expense, net
|
|
11
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|
|
7
|
|
|
30
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|
|
24
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|
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INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
71
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|
|
105
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|
|
119
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|
|
208
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|
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Income tax provision (benefit)
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|
(14)
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|
|
34
|
|
|
2
|
|
|
48
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|
|
NET INCOME FROM CONTINUING OPERATIONS
|
|
85
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|
|
71
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|
|
117
|
|
|
160
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|
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Discontinued operations, net of taxes
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(284)
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(14)
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(330)
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(61)
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NET INCOME (LOSS)
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$
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(199)
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$
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57
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|
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$
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(213)
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|
|
$
|
99
|
|
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Net Sales
Net sales for the three months ended September 30, 2026 decreased by $17 million compared to the same period in 2025. The decrease was largely due to lower sales volume ($49 million), primarily driven by the termination of the Riverdale supply agreement, which was partially offset by a favorable foreign exchange impact ($8 million) and higher sales price and mix ($24 million). Additional information on sales by business segment, excluding inter-segment eliminations, is provided in the section titled Business Segment Results.
Cost of Products Sold
Cost of products sold for the three months ended September 30, 2026 decreased by $3 million compared to the same period in 2025. The decrease was primarily driven by volume impacts ($33 million), which was mostly offset by higher input costs, primarily for fiber and distribution costs ($23 million) and operating costs ($6 million).
Selling and Administrative Expenses
Selling and administrative expenses for the three months ended September 30, 2026 increased by $21 million compared to the same period in 2025. The increase was primarily due to higher incentive compensation expense ($11 million) and the net impact of certain special items, including professional and legal fees primarily related to our plan to sell the Europe business ($3 million).
Depreciation, Amortization and Cost of Timber Harvested
Depreciation, amortization and cost of timber harvested for the three months ended September 30, 2026 decreased by $5 million compared to the same period in 2025 primarily due to lower timber depletion expense.
Taxes Other Than Payroll and Income Taxes
Taxes other than income taxes of $5 million for the three months ended September 30, 2026 was consistent compared to $5 million in the same period in 2025.
Interest Expense, Net
Interest expense, net for the three months ended September 30, 2026 increased by $4 million compared to the same period in 2025. This is primarily due to higher interest expense, driven by higher interest rates and weighted average borrowings, which was partially offset by higher capitalization of interest costs for construction projects in 2026.
Income Tax Provision
Income tax provision for the three months ended September 30, 2026 decreased by $48 million compared to the same period in 2025. This is primarily due to a tax benefit related to our investment in our European subsidiaries ($36 million) and lower tax expense resulting from lower pre-tax income.
Discontinued Operations
Income (loss) from discontinued operations for the three months ended September 30, 2026 includes a net pre-tax charge of $342 million ($342 million after taxes) for the impairment of the Europe business segment and a pre-tax gain of $67 million ($67 million after taxes) which includes an expected cumulative foreign currency translation gain and other accumulated other comprehensive loss related to our Europe business segment, which will be recognized upon the sale of the business. See Note 7 Divestiture and Impairment of Business to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Net Sales
Net sales for the nine months ended September 30, 2026 decreased by $79 million compared to the same period in 2025. The change was largely attributable to lower sales volume ($125 million), primarily driven by the termination of the Riverdale supply agreement, which was partially offset by higher sales price and mix ($17 million) and favorable foreign exchange impacts ($29 million). Additional information on sales by business segment, excluding inter-segment eliminations, is provided in the section titled Business Segment Results.
Cost of Products Sold
Cost of products sold for the nine months ended September 30, 2026 decreased by $14 million compared to the same period in 2025. The change was primarily driven by volume impacts ($87 million) and a favorable impact from foreign exchange on an intercompany note receivable from our Brazilian subsidiary ($19 million). These decreases were offset by higher input costs ($56 million), mainly related to distribution, energy, chemicals and purchased fiber costs, and operating costs ($37 million).
Selling and Administrative Expenses
Selling and administrative expenses for the nine months ended September 30, 2026 increased by $22 million compared to the same period in 2025. The increase was primarily due to higher incentive compensation expense ($9 million), the result of a provision for credit losses related to outstanding customer receivables ($3 million) and the net impact of certain special items, including professional and legal fees primarily related to our plan to sell the Europe business ($7 million).
Depreciation, Amortization and Cost of Timber Harvested
Depreciation, amortization and cost of timber harvested for the nine months ended September 30, 2026 decreased by $5 million compared to the same period in 2025 primarily due to lower timber depletion expense.
Taxes Other Than Payroll and Income Taxes
Taxes other than payroll and income taxes of $15 million for the nine months ended September 30, 2026 was relatively consistent compared to $14 million in the same period in 2025.
Interest Expense, Net
Interest expense, net for the nine months ended September 30, 2026 increased by $6 million compared to the same period in 2025. This is primarily due to debt extinguishment costs ($2 million) and higher interest expense ($9 million), driven by higher interest rates and weighted average borrowings, which were partially offset by higher interest income and the capitalization of interest costs for construction projects.
Income Taxes
Income tax provision for the nine months ended September 30, 2026 decreased by $46 million compared to the same period in 2025. The change is primarily attributable to a tax benefit related to our investment in our European subsidiaries ($36 million) and lower tax expense resulting from lower pre-tax income, partially offset by additional tax expense related to a change in valuation allowances for certain foreign deferred tax assets ($15 million).
Discontinued Operations
Income (loss) from discontinued operations for the nine months ended September 30, 2026 includes a net pre-tax charge of $342 million ($342 million after taxes) for the impairment of the Europe business segment and a pre-tax gain of $67 million ($67 million after taxes) which includes an expected cumulative foreign currency translation gain and other accumulated other comprehensive loss related to our Europe business segment, which will be recognized upon the sale of the business. See Note 7 Divestiture and Impairment of Business to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.
BUSINESS SEGMENT RESULTS
Reconciliation of Net Income from Continuing Operations to Business Segment Operating Profit
Management provides business segment operating profit, a non-GAAP financial measure, to supplement our GAAP financial information, and it should be considered in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Management believes that business segment operating profit provides investors and analysts useful insights into our operating performance. Business segment operating profit is reconciled to net income from continuing operations, the most directly comparable GAAP measure.
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Three Months Ended September 30,
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Nine Months Ended September 30,
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In millions
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2026
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2025
|
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2026
|
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2025
|
|
|
Net Income (Loss)
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$
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(199)
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$
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57
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$
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(213)
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$
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99
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Less: Discontinued operations, net of tax
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(284)
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(14)
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(330)
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(61)
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|
|
|
Net Income from Continuing Operations
|
|
85
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|
|
71
|
|
|
117
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|
|
160
|
|
|
|
Income tax provision (benefit)
|
|
(14)
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|
|
34
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|
|
2
|
|
|
48
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|
|
|
Interest expense, net
|
|
11
|
|
|
7
|
|
|
30
|
|
|
24
|
|
|
|
Foreign exchange (gain) loss on intercompany note
|
|
1
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|
|
-
|
|
|
(19)
|
|
|
-
|
|
|
|
Net special items expense (b)
|
|
4
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|
|
1
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|
|
8
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|
|
3
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|
|
|
Business Segment Operating Profit (a)
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|
$
|
87
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|
|
$
|
113
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|
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$
|
138
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|
|
$
|
235
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|
|
|
Latin America
|
|
$
|
22
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|
|
$
|
33
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|
|
$
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5
|
|
|
$
|
56
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|
|
|
North America
|
|
65
|
|
|
80
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|
|
133
|
|
|
179
|
|
|
|
Business Segment Operating Profit (a)
|
|
$
|
87
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|
|
$
|
113
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|
|
$
|
138
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|
|
$
|
235
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|
|
(a) Business Segment Operating Profit (non-GAAP) is net income from continuing operations (GAAP) plus the sum of income taxes, net interest expense, the impact of foreign exchange on an intercompany note receivable from our Brazilian subsidiary, and, when applicable for the periods reported, net special items.
(b) See Note 16 Financial Information by Business Segment for effects of net special items expense (income).
Overview
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
The following tables present sales, excluding inter-segment eliminations, and operating profit (loss), which is the Company's measure of business segment profitability, for each of the Company's segments. See Note 16 Financial Information by Business Segment for more information on the Company's segments.
Latin America
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|
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|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
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In millions
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Sales
|
|
$
|
258
|
|
|
$
|
228
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|
|
$
|
664
|
|
|
$
|
634
|
|
|
Operating Profit
|
|
$
|
22
|
|
|
$
|
33
|
|
|
$
|
5
|
|
|
$
|
56
|
|
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Our Latin America business segment sales increased $30 million compared to the same period in 2025, primarily due to higher volumes ($19 million), higher sales price and mix ($3 million) and favorable foreign exchange ($8 million).
Operating profit for Latin America was $11 million lower than the same period in 2025, primarily due to higher operating ($8 million) and input costs ($10 million), primarily for purchased fiber and distribution costs, which were partially offset by higher sales price and mix ($3 million) and higher volumes ($4 million).
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Our Latin America business segment sales increased $30 million compared to the same period in 2025, primarily due to higher volumes ($6 million) and favorable foreign exchange ($29 million) which were partially offset by lower sales price and mix ($5 million).
Operating profit for Latin America was $51 million lower than the same period in 2025, primarily due to higher operating ($24 million) and input costs ($19 million), primarily for purchased fiber and distribution costs, lower sales price and mix ($5 million) and higher planned maintenance outages ($3 million).
North America
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
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In millions
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Sales
|
|
$
|
414
|
|
|
$
|
450
|
|
|
$
|
1,215
|
|
|
$
|
1,307
|
|
|
Operating Profit
|
|
$
|
65
|
|
|
$
|
80
|
|
|
$
|
133
|
|
|
$
|
179
|
|
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Our North America business segment sales decreased $36 million compared to the same period in 2025, primarily due to lower volumes ($57 million), primarily driven by the termination of the Riverdale supply agreement, which were partially offset by higher sales price and mix ($21 million).
Operating profit for North America was $15 million lower than the same period in 2025, primarily due to lower volumes ($20 million), higher operating costs ($3 million) and higher input costs ($13 million), primarily for distribution costs which were partially offset by higher sales price and mix ($21 million).
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Our North America business segment sales decreased $92 million compared to the same period in 2025, primarily due to lower volumes ($114 million), primarily driven by the termination of the Riverdale supply agreement, partially offset by higher sales price and mix ($22 million).
Operating profit for North America was $46 million lower than the same period in 2025, primarily due to higher input costs ($37 million), primarily due to higher energy, chemicals and distribution costs, and lower volumes ($38 million) which were partially offset by higher sales price and mix ($22 million), lower operating costs ($3 million), lower unabsorbed costs due to economic downtime ($3 million) and lower planned maintenance outages ($1 million).
OTHER NON-GAAP MEASURES
Reconciliation of Net Income from Continuing Operations to Adjusted EBITDA
Management provides adjusted EBITDA and adjusted EBITDA margin, non-GAAP financial measures, to supplement our GAAP financial information, and they should be considered in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Management uses these measures in managing the operating performance of our business and believes that adjusted EBITDA along with adjusted EBITDA margin provide investors and analysts meaningful insights into our operating performance and is a relevant metric for the third-party debt. Adjusted EBITDA is reconciled to net income (loss) from continuing operations, the most directly comparable GAAP measure. Adjusted EBITDA margin (adjusted EBITDA divided by net sales) is reconciled to net income (loss) from continuing operations margin (net income (loss) from continuing operations divided by net sales), the most directly comparable GAAP measure.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
In millions
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Net Income (Loss)
|
|
$
|
(199)
|
|
$
|
57
|
|
$
|
(213)
|
|
$
|
99
|
|
Less: Discontinued operations, net of taxes
|
|
(284)
|
|
(14)
|
|
(330)
|
|
(61)
|
|
Net Income from Continuing Operations
|
|
85
|
|
71
|
|
117
|
|
160
|
|
Income tax provision (benefit)
|
|
(14)
|
|
34
|
|
2
|
|
48
|
|
Interest expense, net
|
|
11
|
|
7
|
|
30
|
|
24
|
|
Depreciation, amortization and cost of timber harvested
|
|
36
|
|
41
|
|
105
|
|
110
|
|
Stock-based compensation
|
|
5
|
|
4
|
|
10
|
|
16
|
|
Foreign exchange (gain) loss on intercompany note
|
|
1
|
|
-
|
|
(19)
|
|
-
|
|
Net special items expense (b)
|
|
4
|
|
1
|
|
8
|
|
3
|
|
Adjusted EBITDA (a)
|
|
$
|
128
|
|
$
|
158
|
|
$
|
253
|
|
$
|
361
|
|
Net Sales
|
|
$
|
645
|
|
$
|
662
|
|
$
|
1,827
|
|
$
|
1,906
|
|
Net Income Margin From Continuing Operations
|
|
13
|
%
|
|
11
|
%
|
|
6
|
%
|
|
8
|
%
|
|
Adjusted EBITDA Margin
|
|
20
|
%
|
|
24
|
%
|
|
14
|
%
|
|
19
|
%
|
(a) Adjusted EBITDA (non-GAAP) is net income (loss) from continuing operations (GAAP) plus the sum of income taxes, net interest expense, depreciation, amortization and cost of timber harvested, stock-based compensation, the impact of foreign exchange on an intercompany note receivable from our Brazilian subsidiary, and, when applicable for the periods reported, net special items.
(b) See Note 16 Financial Information by Business Segment for effects of net special items expense (income).
Reconciliation of Cash Provided by Operating Activities from Continuing Operations to Free Cash Flow
Management provides free cash flow, a non-GAAP financial measure, to supplement our GAAP financial information, and it should be considered in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Management believes that free cash flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet and service debt, and return cash to shareowners. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. By adjusting for certain items that are not indicative of the Company's ongoing performance, free cash flow also enables investors to perform meaningful comparisons between past and present periods. Free cash flow is reconciled to cash provided by operating activities from continuing operations, the most directly comparable GAAP measure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
In millions
|
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Cash provided by operating activities from continuing operations
|
|
$
|
70
|
|
|
$
|
114
|
|
|
$
|
141
|
|
|
$
|
240
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
Cash invested in capital projects
|
|
(54)
|
|
|
(50)
|
|
|
(156)
|
|
|
(142)
|
|
|
Free Cash Flow
|
|
$
|
16
|
|
|
$
|
64
|
|
|
$
|
(15)
|
|
|
$
|
98
|
|
The non-GAAP financial measures presented in this Form 10-Q (business segment operating profit, adjusted EBITDA, adjusted EBITDA margin and free cash flow) have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. In addition, because not all companies utilize identical calculations, the Company's presentation of non-GAAP measures in this Form 10-Q may not be comparable to similarly titled measures disclosed by other companies, including companies in the same industry as the Company.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our ability to fund the Company's cash needs depends on our ongoing ability to generate cash from operations and obtain financing on acceptable terms. Based upon our history of generating strong operating cash flow, we believe we will be able to meet our short-term liquidity needs. We believe we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities, available cash balances and available borrowings through the issuance of third-party debt, as needed.
A major factor in our liquidity and capital resource planning is our generation of operating cash flow, which is highly sensitive to changes in the pricing and demand for our products. While changes in key operating cash costs, such as raw materials, energy, mill outages and distribution expenses do have an effect on operating cash generation, we believe that our focus on commercial and operational excellence, as well as our ability to manage costs and working capital, will provide sufficient cash flow generation to meet our operational and capital spending needs.
The terms of the agreements governing our debt contain customary limitations as well as other provisions. These provisions may also restrict our business and, in the event we cannot meet the terms of those provisions, may adversely impact our financial condition, results of operations or cash flows.
Operating Activities
Cash provided by operating activities from continuing operations totaled $141 million for the nine months ended September 30, 2026, compared with cash provided by operating activities from continuing operations of $240 million for the nine months ended September 30, 2025. The decrease in cash provided by operating activities from continuing operations in 2026 relates primarily to lower net income and timing of cash flows related to working capital.
Cash used for working capital components (accounts and notes receivable, inventories, accounts payable and accrued liabilities, and other) was $50 million for the nine months ended September 30, 2026, compared with cash used for working capital components of $40 million for the nine months ended September 30, 2025. The nine months ended September 30, 2026 working capital components primarily reflect $54 million of cash provided by our accounts and notes receivable, offset by $92 million, $1 million and $11 million of cash used for our inventories, accounts payable and accrued liabilities and other operating activities, respectively. The nine months ended September 30, 2025 working capital components primarily reflect $76 million of cash provided by our accounts and notes receivable, offset by $19 million, $51 million and $46 million of cash used for our inventories, accounts payable and accrued liabilities, and other operating activities, respectively.
Investment Activities
The total cash used for investing activities from continuing operations for the nine months ended September 30, 2026 increased from the nine months ended September 30, 2025, due to increased capital spending in the current year.
The following table shows capital spending by business segment:
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Nine Months Ended September 30,
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In millions
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2026
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2025
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Latin America
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$
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71
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$
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92
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North America
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85
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49
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Corporate
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-
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1
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Capital Spending
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$
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156
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$
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142
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Capital spending primarily consists of purchases of machinery and equipment related to our global mill operations and reforestation and timber purchase costs in Latin America.
Financing Activities
Cash provided by financing activities from continuing operations for the nine months ended September 30, 2026 primarily reflects the payments of $37 million, $9 million, $8 million, $213 million, and $4 million on our outstanding principal debt balances for the AR Securitization, Term Loan F-2, Term Loan A, Revolving Credit Facility, and Term Loan F-3, respectively. These amounts are primarily offset by draws on our AR Securitization and Revolving Credit Facility of $48 million and $246 million, respectively, as well as a receipt of $11 million from other financing arrangements. Additionally, a payment of $257 million was made to settle the Term Loan F, which was funded by the issuance of Term Loan F-3 for $357 million. During the nine months ended September 30, 2026 the Company also paid $54 million in dividends and repurchased no shares pursuant to our share repurchase program. Cash used for financing activities from continuing operations for the nine months ended September 30, 2025 primarily reflects the payments of $29 million, $8 million, $9 million, and $16 million on our outstanding principal debt balances for the AR Securitization, Term Loan A, Term Loan F-2, and Revolving Credit Facility, respectively. These amounts are primarily offset by draws on our AR Securitization and Revolving Credit Facility of $41 million and $23 million, respectively. During the nine months ended September 30, 2025 the Company also paid $55 million in dividends and repurchased $82 million of our shares pursuant to our share repurchase program.
Contractual Obligations
Our 2025 Form 10-K included disclosures of our contractual obligations and commitments as of December 31, 2025. We continue to make the contractually required payments, and, therefore, the 2025 obligations and commitments described in our 2025 Form 10-K have been reduced by the required payments.
Capital Expenditures
For the nine months ended September 30, 2026, we have invested approximately $156 million, or 8.5% of net sales, in total capital expenditures. Over that period, we spent approximately $99 million, or 5.4% of net sales, in maintenance, regulatory and reforestation capital expenditures, and approximately $57 million, or 3.1% of net sales, in high-return capital projects. Our annual maintenance, regulatory and reforestation capital expenditures are expected to be in the range of approximately $140 to $165 million per year (before inflation) for the next several years, which we believe will be sufficient to maintain our operations and productivity. In addition, we expect to spend approximately $105 million on high-return projects in 2026.
PILLAR TWO DIRECTIVE
The Organization for Economic Co-operation and Development ("OECD") Pillar Two Model Rules established a minimum global effective tax rate of 15% on country-by-country profits of large multinational companies. European Union member states along with many other countries have adopted or expect to adopt the OECD Pillar Two Model effective January 1, 2024, or thereafter. The OECD and other countries continue to publish guidelines and legislation that include transition and safe harbor rules. We continue to monitor new legislative changes and assess the global impact of the Pillar Two Model Rules. Based on our initial assessment, Pillar Two should not have a material impact to the Company's income tax provision.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires the Company to establish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require subjective judgments about matters that are inherently uncertain.
Accounting policies whose application may have a significant effect on the reported results of operations and financial position of the Company, and that can require judgments by management that affect their application, include the accounting for impairment or disposal of long-lived assets and goodwill and income taxes.
The Company has included in the 2025 Form 10-K a discussion of these critical accounting policies, which are important to the portrayal of the Company's financial condition and results of operations and require management's judgments. The Company has not made any changes in these critical accounting policies during the first nine months of 2026.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains information that includes or is based upon forward-looking statements. Forward-looking statements forecast or state expectations concerning future events. These statements often can be identified by the fact that they do not relate strictly to historical or current facts. They typically use words such as "anticipate," "assume," "could," "estimate," "expect," "project," "intend," "plan," "believe," "should," "will" and other words and terms of similar meaning, or they relate to future periods. Some examples of forward-looking statements include those relating to our business and operating outlook, future obligations and anticipated expenditures.
Forward-looking statements are not guarantees of future performance. Any or all forward-looking statements may turn out to be incorrect, and actual results could differ materially from those expressed or implied in forward-looking statements. Forward-looking statements are based on current expectations and the current economic environment. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors that are difficult to predict. Although it is not possible to identify all of these risks, uncertainties and other factors, the impact of the following factors, among others, on us or on our suppliers or customers, could cause our actual results to differ from those in the forward-looking statements: global or regional economic, civil, political conditions or trade developments, including protective trade measures and the Middle East conflict; adverse climate and weather conditions, including risks to our forestlands and mills from drought, fires or floods; reduced demand for our products due to the cyclical nature of the paper industry, the industry-wide secular decline in paper demand, or competition from other businesses; increased costs or reduced availability of the raw materials, energy, transportation (truck, rail and ocean) and labor needed to manufacture and deliver our products; disruptions at our manufacturing facilities; information technology risks including potential cybersecurity breaches affecting us or third parties with which we do business; extensive environmental, tax and other laws and regulations in Brazil, Europe, the United States and other jurisdictions to which we are subject, including our compliance costs and risk of liability and loss for violations; our reliance on a small number of customers; and the factors disclosed in Item 1A. Risk Factors of our 2025 Form 10-K, as such disclosures may be amended, supplemented or superseded from time to time by other reports we file with the U.S. Securities and Exchange Commission (the "SEC"), including subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q.
We assume no obligation to update any forward-looking statements made in this quarterly report to reflect subsequent events or circumstances or actual outcomes.