What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-06 compared with 2024-08-07 · 216 added, 161 removed, 246 unchanged (61% of the section changed)

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Recent Business Developments

• In July 2024, we suspended operations at our Temiscaming High Purity Cellulose plant for an indefinite period.

See Note 2—Indefinite Suspension of Operations to our Financial Statements for further information.

• In October 2024, we secured term loan financing of $700 million in aggregate principal amount and received net proceeds of $683 million after original issue discount, which will be used in the fourth quarter, together with cash on hand, to redeem the outstanding principal balances of the 2026 Notes and the 2027 Term Loan and pay fees and expenses related to the transaction.

In conjunction with this refinancing, we secured commitments for a five-year $175 million ABL credit facility.

See Note 1—Basis of Presentation to our Financial Statements.

• In October 2024, an isolated fire occurred at our Jesup plant during planned maintenance activity.

We estimate an unfavorable impact to EBITDA in 2024 from the incident of approximately $10 million and additional required maintenance capital of $3 million.

See Note 1—Basis of Presentation to our Financial Statements.

• In September 2024, we announced price increases for our cellulose specialties products of up to 10 percent, depending on product grade, as contracts allow.

This increase was driven by market dynamics, cost inflation and other economic drivers.

• In September 2024, we repurchased $12 million principal of our 2026 Notes through open-market transactions for $12 million cash.

See Note 8—Debt and Finance Leases to our Financial Statements.

• In July 2024, we indefinitely suspended operations at our Temiscaming High Purity Cellulose plant and in September 2024, we recorded a $25 million non-cash asset impairment, among other charges, related to the suspension.

See Note 2—Indefinite Suspension of Operations to our Financial Statements.

• In June 2024, we recognized $15 million in pre-tax income related to CEWS benefit claims deferred since 2021.

See Note 3—Discontinued Operations and Note 7—Accrued and Other Current Liabilities to our Financial Statements for further information.

See Note 3—Discontinued Operations and Note 7—Accrued and Other Current Liabilities to our Financial Statements.

• In June 2024, we sold our refund rights, including interest, related to softwood lumber duties paid from 2017 through 2021 for $39 million.

See Note 3—Discontinued Operations to our Financial Statements for further information.

• In January 2024, we amended our 2027 Term Loan agreement to increase the maximum consolidated secured net leverage ratio that we must maintain in the fourth quarter of 2023 and through fiscal year 2024.

See Note 3—Discontinued Operations to our Financial Statements.

• In January 2024, we amended our 2027 Term Loan agreement to increase the maximum consolidated net secured leverage ratio that we must maintain in the fourth quarter of 2023 and through fiscal year 2024.

In addition, should we exceed the maximum ratio established by the original agreement during this period, we will incur a fee of 0.25% of the principal balance outstanding at the end of the applicable quarter.

See Note 8—Debt and Finance Leases to our Financial Statements for further information.

We are actively pursuing the refinancing of our 2026 Senior Notes before they go current in January 2025 and strongly believe that, due to improving business performance and credit metrics, we will secure refinancing at satisfactory terms.

We have engaged Houlihan Lokey to explore refinancing options.

See Note 8—Debt and Finance Leases to our Financial Statements.

Business Outlook

In October 2023, we announced that we are exploring the potential sale of our Paperboard and High-Yield Pulp assets located at our Temiscaming site.

We continue to run a thorough process involving multiple suitors.

While this process has been slowed due to complexities relating to the recently announced indefinite suspension of operations of the site’s High Purity Cellulose line, we remain highly committed to completing a near-term sale of these assets at a fair price.

We remain committed to pursuing a sale of these assets at a fair price.

In July 2024, we indefinitely suspended operations at our Temiscaming High Purity Cellulose plant.

This plan is expected to mitigate high capital needs and operating losses related to exposure to commodity viscose products and improve our consolidated free cash flow, however, future operational loss reductions will be partially offset by custodial site expenses.

In connection with the suspension of operations, we expect to incur one-time operating charges in 2024 of approximately $25 million to $30 million, including mothballing and severance and other employee costs.

Further, we also expect to incur non-cash charges in the third quarter of 2024 related to asset impairments.

We continue to expect that for 2024, the suspension of the Temiscaming High Purity Cellulose plant will be positive to Adjusted EBITDA and will increase free cash flow by $25 million to $30 million as lower capital expenditures and benefits from the monetization of working capital are expected to more than offset the one-time and other cash costs associated with the suspension of operations.

This plan is expected to mitigate high capital needs and operating losses related to exposure to commodity viscose products and improve our consolidated free cash flow;

however, future operational loss reductions will be partially offset by continuing custodial site expenses.

In connection with the suspension of operations, we have incurred one-time operating charges, including mothballing and severance and other employee costs, of $14 million and a $25 million non-cash asset impairment.

Potential remaining one-time charges to be incurred in the fourth quarter are estimated at $2 million to $3 million.

For 2024, the suspension of the Temiscaming High Purity Cellulose plant is expected to be positive to Adjusted EBITDA.

Free cash flow is expected to increase by $30 million to $35 million in 2024 as lower capital expenditures and benefits from the monetization of working capital are expected to more than offset the one-time and other cash costs associated with the suspension of operations.

In October 2024, an isolated fire occurred at our Jesup plant during planned maintenance activity.

There were no injuries to employees or contractors and no risk to the surrounding community.

The plant’s C line operations resumed within two days and the A and B lines’ operations resum ed within a two-week period.

While we continue to assess the financial impact of the incident, the unfavorable impact to EBITDA in 2024 is expected to approximate $10 million, with an additional required $3 million of maintenance capital .

Additional capital expenditures will be required over the next couple of years to complete repairs.

We carry insurance for property and business interruption loss with a $15 million combined deductible.

The following market assessment represents our current outlook of our business segments’ future performance.

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Average sales prices for cellulose specialties in 2024 are expected to increase by a low single-digit percentage as compared to average sales prices in 2023 as we continue to prioritize value over volume.

Sales volumes for cellulose specialties are expected to increase compared to 2023 driven by increased volumes from the closure of a competitor’s plant, a modest increase in ethers sales and additional volume sold to customers ahead of the suspension of Temiscaming High Purity Cellulose operations, partially offset by a one-time favorable impact from a change in customer contract terms in the prior year first quarter and customer destocking in the acetate markets.

Demand for RYAM commodity products remains stable.

Commodity average sales prices are expected to be in line with 2023 prices.

Commodity sales volumes are expected to increase slightly in the second half of 2024 due to increased fluff sales.

Costs are expected to be lower in 2024 driven by lower key input and logistics costs, improved productivity and the suspension of operations at the Temiscaming High Purity Cellulose plant, partially offset by increased maintenance costs due to the timing of projects and net custodial site expenses related to the suspension.

Our bioethanol facility in Tartas, France became operational in the first quarter of 2024 and is expected to deliver $3 million to $4 million of EBITDA in 2024, growing to $8 million to $10 million beginning in 2025.

EBITDA in the third quarter of 2024 is expected to be lower than the second quarter of 2024 due to the anticipated net custodial site expenses at the Temiscaming site, no additional CEWS benefits to be recognized and lower cellulose specialties volumes to be sold ahead of the suspension of operations;

however, EBITDA in the third quarter of 2024 is expected to be significantly stronger than the third quarter of 2023.

Paperboard prices in the second half of 2024 are expected to decrease slightly compared to the first half of 2024, while sales volumes are expected to increase slightly as inventories reduce, despite higher planned maintenance downtime for our distributed control system upgrade.

Raw material prices are expected to increase compared to the first half of the year.

Overall, we expect a decline in EBITDA from this segment in the coming quarter.

Sales volumes for cellulose specialties are expected to increase compared to 2023 driven by increased volumes from the closure of a competitor’s plant, a modest increase in ethers demand and additional volume sold to customers affected by the indefinite suspension of Temiscaming High Purity Cellulose operations, partially offset by a one-time favorable impact from a change in customer contract terms in the prior year first quarter, customer destocking in the acetate markets and reduced sales related to the fire in Jesup.

Demand for RYAM’s commodity products remains steady.

Sales prices for fluff products are expected to decline by a high single-digit percentage compared to 2023, while sales volumes are projected to increase by nearly 30 percent year over year.

For non-fluff commodities, average sales prices are expected to rise by a mid-single-digit percentage over 2023 levels, though sales volumes are expected to decrease nearly 50 percent compared to 2023 levels, aligned with strategic initiatives to reduce exposure to non-fluff commodities.

Pricing for all commodity High Purity Cellulose products is forecasted to soften slightly in Q4, with volumes seeing a modest increase sequentially.

Costs are expected to be lower in 2024 driven by lower key input and logistics costs, improved productivity and the suspension of operations at the Temiscaming High Purity Cellulose plant, partially offset by increased costs due to the timing of maintenance projects, net custodial site expenses related to the suspension and recovery costs related to the Jesup fire.

Our bioethanol facility in Tartas, France became operational in the first quarter of 2024 and is expected to deliver approximately $3 million to $4 million of EBITDA in 2024, growing to $8 million to $10 million beginning in 2025.

EBITDA in the fourth quarter of 2024 is expected to be lower than the third quarter of 2024 due to the anticipated net custodial site expenses at the Temiscaming site, Jesup fire repair costs and the impact of the fire on sales and costs.

Looking forward to 2025, we announced price increases of up to 10 percent for our cellulose specialties products, as contracts allow, and expect higher margins for cellulose specialties in the coming year.

We expect to continue reducing our exposure to non-fluff commodities in 2025.

Paperboard prices are expected to decrease in the fourth quarter while sales volumes are expected to increase.

Raw material prices are expected to increase compared to the third quarter.

Overall, we expect a decline in EBITDA from this segment in the coming quarters as market pressure continues with new competitive supply coming online in 2025.

High-Yield Pulp

High-Yield Pulp prices are expected to decline in the second half of 2024, while sales volumes are expected to increase due to improved productivity.

Overall, we expect to generate moderately higher EBITDA from this segment in the coming quarter.

Corporate costs are expected to increase in the second half of 2024 as we continue our ERP transformation project and considering the favorable foreign exchange rates in the first half of the year.

The ERP transformation project will enhance our operating and reporting systems and is expected to drive additional improvements and efficiencies beginning in 2025.

High-Yield Pulp prices are expected to decline in the fourth quarter, while sales volumes are expected to increase significantly due to timing of shipments.

Overall, we expect to incur a loss in EBITDA from this segment in the coming quarter due to the decline in sales prices.

Current pricing is expected to remain low in the coming quarters.

Corporate costs are expected to decrease in the fourth quarter subject to fluctuations in foreign exchange rates.

Biomaterials Strategy

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These new products will target the growing green energy and renewable product markets.

Our bioethanol facility in Tartas, France is operating as expected and represents a significant milestone towards our goal of generating $42 million of annual EBITDA from these biomaterial products in 2027.

Current projects include:

• Our bioethanol facility in Tartas, France is operating to available feedstock and represents a significant milestone towards our goal of generating $42 million of annual EBITDA from all of RYAM’s future biomaterial products in 2027.

• We have submitted notice of our GRAS self-certification for a prebiotics product to the U.S.

Food and Drug Administration and continue to move forward with plans for a bioethanol facility in Fernandina.

We are also advancing various other projects and are in the final stages of securing green capital to support these efforts.

• Our involvement in AGE, a company that aims to utilize renewable forestry waste and other biomass generally discarded as waste to generate sustainable electricity for the state of Georgia.

While still in the development phase, the project achieved a significant milestone when AGE was recently awarded a Purchase Power Agreement to sell electricity to Georgia Power Company.

Additional information regarding the progress of this project will be shared in 2025.

We are also advancing various other projects and expect to secure financing for many of these projects in the coming quarter.

Results of Operations

Three Months Ended Six Months Ended

(in millions, except percentages) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Three Months Ended Nine Months Ended

(in millions, except percentages) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Net sales $ 401 $ 369 $ 1,208 $ 1,221

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Foreign exchange gain (loss) (2) 1 1 (1)

Asset impairment (25) — (25) —

Indefinite suspension charges (7) — (14) —

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Components of pension and OPEB, excluding service costs 1 — 2 (1)

Other income, net 1 3 2 3

Income (loss) from continuing operations before income tax 8 (19) 6 (19)

Other income (expense), net — 4 2 7

Loss from continuing operations before income tax (36) (31) (30) (50)

Income tax benefit 4 5 6 11

Equity in loss of equity method investment (1) (1) (2) (2)

Income (loss) from continuing operations 8 (16) 7 (14)

Income (loss) from discontinued operations, net of tax 3 (1) 3 (1)

Net income (loss) $ 11 $ (17) $ 10 $ (15)

Loss from continuing operations (33) (27) (26) (41)

Income from discontinued operations, net of tax — 2 3 1

Net loss $ (33) $ (25) $ (23) $ (40)

Gross margin % 11.0 % 2.4 % 10.7 % 5.0 %

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Effective tax rate 12.5 % 17.0 % 19.4 % 22.4 %

Three Months Ended Six Months Ended

(in millions) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Three Months Ended Nine Months Ended

(in millions) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

High Purity Cellulose $ 325 $ 292 $ 964 $ 966

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Net sales $ 401 $ 369 $ 1,208 $ 1,221

Net sales for the quarter ended June 29, 2024 increased $34 million, or 9 percent, compared to the prior year quarter driven by higher sales prices in High Purity Cellulose and higher sales volumes in cellulose specialties and Paperboard, partially offset by lower sales prices in Paperboard and High-Yield Pulp and lower sales volumes in commodity products and High-Yield Pulp.

Net sales for the six months ended June 29, 2024 decreased $45 million, or 5 percent, compared to the same prior year period driven by lower sales prices in commodity products, Paperboard and High-Yield Pulp and lower sales volumes in commodity products and High-Yield Pulp, partially offset by higher sales prices in cellulose specialties and higher sales volumes in cellulose specialties and Paperboard.

Net sales for the quarter ended September 28, 2024 increased $32 million, or 9 percent, compared to the same prior year quarter driven by higher sales prices in High Purity Cellulose and High-Yield Pulp and higher sales volumes in cellulose specialties, partially offset by lower sales prices in Paperboard and lower sales volumes in commodity products and High-Yield Pulp.

Net sales for the nine months ended September 28, 2024 decreased $13 million, or 1 percent, compared to the same prior year period driven by lower sales prices in commodity products, Paperboard and High-Yield Pulp and lower sales volumes in commodity products and High-Yield Pulp, partially offset by higher sales prices in cellulose specialties and higher sales volumes in cellulose specialties and Paperboard.

See Operating Results by Segment below for further discussion.

Operating Income (Loss)

Three Months Ended Six Months Ended

(in millions) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Three Months Ended Nine Months Ended

(in millions) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

High Purity Cellulose $ (6) $ (6) $ 45 $ 7

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Operating income (loss) $ (17) $ (14) $ 28 $ (4)

Operating results for the quarter ended June 29, 2024 improved $35 million, or 500 percent compared to the prior year quarter driven by the higher net sales in High Purity Cellulose and Paperboard, lower key input and logistics costs and higher productivity, partially offset by the lower net sales in High-Yield Pulp and the impact of the timing of planned maintenance outages compared to the prior year.

Operating income for the six months ended June 29, 2024 increased $35 million, or 350 percent compared to the prior year period driven by higher Paperboard net sales, lower key input and logistics costs and higher productivity, partially offset by the net sales decreases in High Purity Cellulose and High-Yield Pulp and the impact of the timing of planned maintenance outages compared to the prior year.

Also included in operating income in the current quarter and six-month periods was the recognition of $10 million in CEWS benefit claims deferred since 2021 and $7 million in costs incurred related to the suspension of Temiscaming High Purity Cellulose operations.

Included in operating results in the prior year quarter and six-month periods was the recognition of a $3 million benefit from payroll tax credit carryforwards and $4 million and $11 million, respectively, of energy cost benefits from sales of excess emission allowances that did not repeat in the current year.

Operating loss for the quarter ended September 28, 2024 increased $3 million, or 21 percent, compared to the same prior year quarter primarily driven by $7 million in one-time costs incurred related to the indefinite suspension of Temiscaming High Purity Cellulose operations and an associated $25 million non-cash asset impairment.

The loss also included $4 million of Temiscaming High Purity Cellulose continuing custodial site costs.

The increase in the quarter’s operating loss was further driven by lower Paperboard net sales and higher purchased pulp costs.

Partially offsetting these increases to the loss were the higher net sales in High Purity Cellulose and High-Yield Pulp, lower key input and labor costs in High Purity Cellulose and higher productivity in High-Yield Pulp.

Operating results for the nine months ended September 28, 2024 improved $32 million, or 800 percent, compared to the same prior year period despite one-time charges of $14 million related to the indefinite suspension of Temiscaming High Purity Cellulose operations and an associated $25 million non-cash asset impairment.

Results also included $4 million of Temiscaming High Purity Cellulose continuing custodial site costs.

The improvement in operating results was driven by higher Paperboard net sales, lower key input, logistics and labor costs in High Purity Cellulose, lower purchased pulp costs in Paperboard, lower logistics, chemicals and wood costs and higher productivity in High-Yield Pulp and the recognition of $10 million in CEWS benefit claims deferred since 2021.

Partially offsetting these improvements, in addition to the indefinite suspension charges, asset impairment and custodial site costs, were lower High Purity Cellulose and High-Yield Pulp net sales, the impact of the timing of planned maintenance outages compared to the prior year, the prior year recognition of a $3 million benefit from payroll tax credit carryforwards that we do not expect to repeat and $11 million of energy cost benefits from sales of excess emission allowances recognized in the prior year, the current year sales of which are expected in the fourth quarter.

See Operating Results by Segment below for further discussion.

Non-Operating Income & Expense

Interest expense for the quarter and six months ended June 29, 2024 increased $5 million and $11 million, respectively, compared to the same prior year periods driven by an increase in the average effective interest rate on debt, partially offset by a decrease in the average outstanding balance of debt.

Total debt decreased $56 million from July 1, 2023 to June 29, 2024.

Included in “other income, net” in the six months ended June 29, 2024 was a $1 million impact from favorable foreign exchange rates.

Included in “other income, net” in the quarter and six months ended July 1, 2023 was a $2 million gain on a passive land sale and a $1 million net gain on debt extinguishment, which were partially offset by a $1 million impact from unfavorable foreign exchange rates.

Also included in the prior six-month period was a pension settlement loss of $2 million.

The effective tax rate on the income from continuing operations for the quarter and six months ended June 29, 2024 was a benefit of 11 percent and 21 percent, respectively.

The 2024 effective tax rate differed from the federal statutory rate of 21 percent primarily due to the release of certain tax reserves, return-to-accrual adjustments, excess deficit on vested stock compensation and changes in the valuation allowance on disallowed interest deductions.

The effective tax rate on the loss from continuing operations for the quarter and six months ended July 1, 2023 was a benefit of 18 percent and 32 percent, respectively.

Interest expense for the quarter and nine months ended September 28, 2024 was nearly flat and increased $10 million, respectively, compared to the same prior year periods.

The increase in the nine-month period was driven by an increase in the average effective interest rate on debt, partially offset by a decrease in the average outstanding principal balance.

Total debt increased $24 million from September 30, 2023 to September 28, 2024, as we secured $26 million of green capital to further our biomaterials strategy.

Interest income for the quarter and nine months ended September 28, 2024 decreased $2 million and $3 million, respectively, compared to the same prior year periods driven by the prior year timing of the receipt of the 2027 Term Loan proceeds and their subsequent use in the repayment of senior notes.

Unfavorable foreign exchange rates during the quarter ended September 28, 2024 compared to favorable rates in the same prior year quarter resulted in a net unfavorable impact of $1 million.

The net impact when comparing the current and prior year nine-month periods was favorable but immaterial.

Also included in “other income (expense), net” in the quarter and nine months ended September 30, 2023 was a $1 million net loss on debt extinguishment.

Additionally, we recorded a $2 million gain on a passive land sale and a $2 million pension settlement loss in the prior year nine-month period.

The effective tax rate on the loss from continuing operations for the quarter and nine months ended September 28, 2024 was a benefit of 13 percent and 19 percent, respectively.

The 2024 effective tax rate differed from the federal statutory rate of 21 percent primarily due to changes in the valuation allowance on disallowed interest deductions, the release of certain tax reserves, different statutory tax rates in foreign jurisdictions, U.S.

tax credits, excess deficit on vested stock compensation and return-to-accrual adjustments.

The effective tax rate on the loss from continuing operations for the quarter and nine months ended September 30, 2023 was a benefit of 17 percent and 22 percent, respectively.

The 2023 effective tax rates differed from the federal statutory rate of 21 percent primarily due to disallowed interest deductions in the U.S.

and nondeductible executive compensation, offset by U.S.

tax credits, return-to-accrual adjustments related to previously filed tax returns and an excess tax benefit on vested stock compensation.

tax credits, return-to-accrual adjustments related to previously filed tax returns, changes in the valuation allowance on disallowed interest deductions and interest received on overpayments of tax from prior years.

The effective tax rate for the nine-month period was also impacted by an excess tax benefit on vested stock compensation.

Discontinued Operations

During the quarter ended June 29, 2024, we recorded pre-tax income from discontinued operations of $5 million related to CEWS benefit claims deferred since 2021 and a loss of $1 million on the sale of our softwood lumber duty refund rights.

During the nine months ended September 28, 2024, we recorded pre-tax income from discontinued operations of $5 million related to CEWS benefit claims deferred since 2021 and a pre-tax loss of $1 million on the sale of our softwood lumber duty refund rights.

During the quarter and nine months ended September 30, 2023, the USDOC completed its administrative review of duties applied to Canada softwood lumber exports to the U.S.

during 2021 and reduced rates applicable to us, for which we recorded a pre-tax gain of $2 million.

Also during the nine months ended September 30, 2023, we incurred a $2 million pre-tax loss related to the settlement of a claim pursuant to the representations and warranties in the asset purchase agreement.

Operating Results by Segment

High Purity Cellulose

Three Months Ended Six Months Ended

(in millions, unless otherwise stated) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Three Months Ended Nine Months Ended

(in millions, unless otherwise stated) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Net sales $ 325 $ 292 $ 964 $ 966

Operating income $ 30 $ — $ 51 $ 13

Operating income (loss) $ (6) $ (6) $ 45 $ 7

Average sales prices ($ per MT) $ 1,369 $ 1,215 $ 1,346 $ 1,282

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Net Sales - Three Months Ended

Three Months Ended July 1, 2023

Three Months Ended September 30, 2023

Changes Attributable to:

Three Months Ended June 29, 2024

Three Months Ended September 28, 2024

(in millions) Price Volume/Mix/Other

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Net sales $ 292 $ 3 $ 30 $ 325

(a) Included sales of bioelectricity, lignosulfonates and other by-products to third parties.

Net sales of our High Purity Cellulose segment for the quarter ended June 29, 2024 increased $32 million compared to the same prior year quarter.

(a) Includes sales of bioelectricity, lignosulfonates and other by-products to third parties.

Net sales of our High Purity Cellulose segment for the quarter ended September 28, 2024 increased $33 million compared to the same prior year quarter.

Included in the current and prior year quarters were $26 million and $28 million, respectively, of other sales primarily from bio-based energy and lignosulfonates.

Due to improved mix, total sales prices increased 5 percent.

Total sales volumes increased 5 percent due to a 25 percent increase in cellulose specialties volumes that was partially offset by a 13 percent decrease in commodity volumes.

Cellulose specialties sales volumes increased due to additional volumes sold to customers affected by the indefinite suspension of Temiscaming High Purity Cellulose operations that began in the third quarter, the closure of a competitor’s plant in late 2023 and a continued uptick in ethers sales.

The decrease in commodity sales volumes was primarily driven by a higher mix of cellulose specialties production.

Net Sales - Six Months Ended

Six Months Ended July 1, 2023

Total sales prices increased 13 percent due to a higher mix of cellulose specialties and included 2 percent and 5 percent increases in cellulose specialties and commodity prices, respectively.

Total sales volumes were nearly flat as a 32 percent increase in cellulose specialties volumes was offset by a 24 percent decrease in commodity volumes.

The cellulose specialties sales volumes increase includes additional volumes sold to customers affected by the indefinite suspension of Temiscaming High Purity Cellulose operations that began in the third quarter, the closure of a competitor’s plant in late 2023, the easing of prior year customer destocking and a continued uptick in ethers sales volumes.

The decrease in commodity sales volumes was primarily driven by a higher mix of cellulose specialties production and the indefinite suspension of Temiscaming High Purity Cellulose operations.

Net Sales - Nine Months Ended

Nine Months Ended September 30, 2023

Changes Attributable to:

Six Months Ended June 29, 2024

Nine Months Ended September 28, 2024

(in millions) Price Volume/Mix/Other

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Net sales $ 966 $ (14) $ 12 $ 964

(a) Included sales of bioelectricity, lignosulfonates and other by-products to third parties.

Net sales of our High Purity Cellulose segment for the six months ended June 29, 2024 decreased $35 million compared to the same prior year period.

Included in the current and prior year six-month periods were $46 million and $45 million, respectively, of other sales primarily from bio-based energy and lignosulfonates.

(a) Includes sales of bioelectricity, lignosulfonates and other by-products to third parties.

Net sales of our High Purity Cellulose segment for the nine months ended September 28, 2024 was nearly flat compared to the same prior year period.

Included in the current and prior year nine-month periods were $72 million and $73 million, respectively, of other sales primarily from bio-based energy and lignosulfonates.

Total sales prices increased 5 percent due to a 1 percent increase in cellulose specialties prices that was partially offset by a 3 percent decrease in commodity prices.

Despite a cellulose specialties sales volumes increase of 10 percent, total sales volumes decreased 5 percent driven by a 19 percent decrease in commodity volumes.

Increased cellulose specialties sales volumes resulting from the additional volumes sold ahead of the suspension of Temiscaming High Purity Cellulose operations, the closure of a competitor’s plant in late 2023 and an uptick in ethers sales were nearly entirely offset by the one-time favorable impact from a change in customer contract terms in the prior year first quarter.

The decrease in commodity sales volumes was primarily driven by a higher mix of cellulose specialties production.

Operating Income - Three Months Ended

Three Months Ended July 1, 2023 Gross Margin Changes Attributable to:

Three Months Ended June 29, 2024

Increased cellulose specialties sales volumes resulting from the additional volumes sold ahead of the suspension of Temiscaming High Purity Cellulose operations, the closure of a competitor’s plant in late 2023, the easing of prior year customer destocking and an uptick in ethers sales volumes were partially offset by the one-time favorable impact from a change in customer contract terms in the prior year first quarter.

The decrease in commodity sales volumes was primarily driven by a higher mix of cellulose specialties production and the indefinite suspension of Temiscaming High Purity Cellulose operations.

Operating Loss - Three Months Ended

Three Months Ended September 30, 2023

Gross Margin Changes Attributable to:

Three Months Ended September 28, 2024

(in millions, except percentages)

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Cost SG&A and other

Operating income $ — $ (6) $ 14 $ 24 $ (2) $ 30

Operating loss $ (6) $ 3 $ 6 $ 25 $ (34) $ (6)

Operating margin % (2.1) % 1.0 % 1.9 % 7.7 % (10.3) % (1.8) %

(a) Computed based on contribution margin.

Operating income of our High Purity Cellulose segment for the quarter ended June 29, 2024 increased $30 million compared to the same prior year quarter driven by the higher cellulose specialties sales volumes, decreased key input and logistics costs and higher productivity, partially offset by the impact of the timing of planned maintenance outages compared to the prior year.

Also included in the current quarter was the recognition of $5 million in CEWS benefit claims deferred since 2021 and $7 million in costs incurred related to the suspension of Temiscaming High Purity Cellulose operations.

Included in the operating results of the prior year quarter was the recognition of a $3 million benefit from payroll tax credit carryforwards and $4 million of energy cost benefits from sales of excess emission allowances that did not repeat in the current quarter.

Operating Income - Six Months Ended

Six Months Ended July 1, 2023

Operating loss of our High Purity Cellulose segment for the quarter ended September 28, 2024 was nearly flat compared to the same prior year quarter despite one-time charges of $7 million related to the indefinite suspension of Temiscaming High Purity Cellulose operations and an associated $25 million non-cash asset impairment.

Results also included $4 million of Temiscaming High Purity Cellulose continuing custodial site costs.

The quarter results were driven by the higher cellulose specialties sales prices and volumes, lower key input costs and lower labor costs reflective of the suspended operations, offset by the indefinite suspension charges, asset impairment, custodial site costs and lower commodity sales volumes.

Operating Income - Nine Months Ended

Nine Months Ended September 30, 2023

Gross Margin Changes Attributable to:

Six Months Ended June 29, 2024

Nine Months Ended September 28, 2024

(in millions, except percentages)

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(a) Computed based on contribution margin.

Operating income of our High Purity Cellulose segment for the six months ended June 29, 2024 increased $38 million compared to the same prior year period driven by the increase in cellulose specialties sales prices and volumes, decreased key input and logistics costs and higher productivity, partially offset by the lower commodity sales prices and volumes and the impact of the timing of planned maintenance outages compared to the prior year.

Also included in the current six-month period was the recognition of $5 million in CEWS benefit claims deferred since 2021 and $7 million in costs incurred related to the suspension of Temiscaming High Purity Cellulose operations.

Included in operating income in the prior year six-month period was the recognition of a $3 million benefit from payroll tax credit carryforwards and $11 million of energy cost benefits from sales of excess emission allowances that did not repeat in the current year.

Three Months Ended Six Months Ended

(in millions, unless otherwise stated) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Operating income of our High Purity Cellulose segment for the nine months ended September 28, 2024 increased $38 million compared to the same prior year period despite one-time charges of $14 million related to the indefinite suspension of Temiscaming High Purity Cellulose operations and an associated $25 million non-cash asset impairment.

Results also included $4 million of Temiscaming High Purity Cellulose continuing custodial site costs.

The increase in operating income in the nine-month period was driven by the higher cellulose specialties sales prices and volumes, lower key input and logistics costs, lower labor costs reflective of the suspended operations and the recognition of $5 million in CEWS benefit claims deferred since 2021.

Partially offsetting these increases were the indefinite suspension charges, asset impairment, custodial site costs, the lower commodity sales prices and volumes, the impact of the timing of planned maintenance outages compared to the prior year, the prior year recognition of a $3 million benefit from payroll tax credit carryforwards that we do not expect to repeat and $11 million of energy cost benefits from sales of excess emission allowances recognized in the prior year, the current year sales of which are expected in the fourth quarter.

Three Months Ended Nine Months Ended

(in millions, unless otherwise stated) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Net sales $ 55 $ 57 $ 168 $ 164

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Net Sales - Three Months Ended

Three Months Ended July 1, 2023 Changes Attributable to:

Three Months Ended June 29, 2024

Three Months Ended September 30, 2023

Changes Attributable to:

Three Months Ended September 28, 2024

(in millions) Price Volume/Mix

Net sales $ 57 $ (2) $ — $ 55

Net sales of our Paperboard segment for the quarter ended June 29, 2024 increased $12 million compared to the same prior year quarter driven by a 38 percent increase in sales volumes due to the easing of prior year customer destocking, partially offset by an 8 percent decrease in sales prices driven by mix and increased competitive activity from European imports.

Net Sales - Six Months Ended

Six Months Ended July 1, 2023

Net sales of our Paperboard segment for the quarter ended September 28, 2024 decreased $2 million compared to the same prior year quarter driven by a 4 percent decrease in sales prices due to mix and increased competitive activity from European imports.

Sales volumes were nearly flat.

Net Sales - Nine Months Ended

Nine Months Ended September 30, 2023

Changes Attributable to:

Six Months Ended June 29, 2024

Nine Months Ended September 28, 2024

(in millions) Price Volume/Mix

Net sales $ 164 $ (14) $ 18 $ 168

Net sales of our Paperboard segment for the six months ended June 29, 2024 increased $6 million compared to the same prior year period driven by a 17 percent increase in sales volumes due to the easing of prior year customer destocking, partially offset by a 10 percent decrease in sales prices driven by mix and increased competitive activity from European imports.

Net sales of our Paperboard segment for the nine months ended September 28, 2024 increased $4 million compared to the same prior year period.

Sales volumes increased 11 percent driven by the easing of prior year customer destocking in the current year, partially offset by an 8 percent decrease in sales prices driven by mix and increased competitive activity from European imports.

Operating Income - Three Months Ended

Three Months Ended July 1, 2023 Gross Margin Changes Attributable to:

Three Months Ended June 29, 2024

Three Months Ended September 30, 2023

Gross Margin Changes Attributable to:

Three Months Ended September 28, 2024

(in millions, except percentages)

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(a) Computed based on contribution margin.

Operating income of our Paperboard segment for the quarter ended June 29, 2024 increased $6 million compared to the same prior year quarter driven by the higher sales volumes and lower purchased pulp costs, partially offset by the lower sales prices and the impact of the planned maintenance outage in the prior year.

Also included in operating income in the current quarter was the recognition of $2 million in CEWS benefit claims deferred since 2021.

Operating Income - Six Months Ended

Six Months Ended July 1, 2023

Operating income of our Paperboard segment for the quarter ended September 28, 2024 decreased $6 million compared to the same prior year quarter driven by the lower sales prices and higher purchased pulp costs.

Operating Income - Nine Months Ended

Nine Months Ended September 30, 2023

Gross Margin Changes Attributable to:

Six Months Ended June 29, 2024

Nine Months Ended September 28, 2024

(in millions, except percentages)

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(a) Computed based on contribution margin.

Operating income of our Paperboard segment for the six months ended June 29, 2024 increased $4 million compared to the same prior year period driven by the higher sales volumes and lower purchased pulp costs, partially offset by the lower sales prices and the impact of the planned maintenance outage in the prior year.

Also included in operating income in the current six-month period was the recognition of $2 million in CEWS benefit claims deferred since 2021.

Operating income of our Paperboard segment for the nine months ended September 28, 2024 decreased $2 million compared to the same prior year period driven by the lower sales prices and the impact of the planned maintenance outage in the prior year, partially offset by the higher sales volumes, lower purchased pulp costs and the recognition of $2 million in CEWS benefit claims deferred since 2021.

High-Yield Pulp

Three Months Ended Six Months Ended

(in millions, unless otherwise stated) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Three Months Ended Nine Months Ended

(in millions, unless otherwise stated) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Net sales $ 28 $ 25 $ 95 $ 111

Operating income $ 1 $ 1 $ — $ 8

Operating income (loss) $ — $ (6) $ — $ 2

Average sales prices ($ per MT) (a)

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Sales volumes (thousands of MTs) (a)

38 39 133 142

(a) External sales only.

During the quarters ended June 29, 2024 and July 1, 2023, the High-Yield Pulp segment sold 16,000 MTs and 14,000 MTs of high-yield pulp to the Paperboard segment for $7 million and $6 million, respectively.

During each of the six months ended June 29, 2024 and July 1, 2023, the High-Yield Pulp segment sold 32,000 MTs of high-yield pulp to the Paperboard segment for $13 million and $15 million, respectively.

During the quarters ended September 28, 2024 and September 30, 2023, the High-Yield Pulp segment sold 15,000 MTs and 17,000 MTs of high-yield pulp to the Paperboard segment for $7 million and $6 million, respectively.

During the nine months ended September 28, 2024 and September 30, 2023, the High-Yield Pulp segment sold 47,000 MTs and 49,000 MTs of high-yield pulp to the Paperboard segment for $20 million and $21 million, respectively.

Net Sales - Three Months Ended

Three Months Ended July 1, 2023 Changes Attributable to:

Three Months Ended June 29, 2024

Three Months Ended September 30, 2023

Changes Attributable to:

Three Months Ended September 28, 2024

(in millions)

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Net sales $ 25 $ 4 $ (1) $ 28

Net sales of our High-Yield Pulp segment for the quarter ended June 29, 2024 decreased $11 million compared to the same prior year quarter driven by a 9 percent decrease in sales prices due to market supply dynamics in China and a 25 percent decrease in sales volumes due to lower demand.

Net Sales - Six Months Ended

Six Months Ended July 1, 2023

Net sales of our High-Yield Pulp segment for the quarter ended September 28, 2024 increased $3 million compared to the same prior year quarter driven by a 14 percent increase in sales prices, partially offset by a 3 percent decrease in sales volumes driven by timing of shipments.

Net Sales - Nine Months Ended

Nine Months Ended September 30, 2023

Changes Attributable to:

Six Months Ended June 29, 2024

Nine Months Ended September 28, 2024

(in millions)

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Net sales $ 111 $ (10) $ (6) $ 95

Net sales of our High-Yield Pulp segment for the six months ended June 29, 2024 decreased $19 million compared to the same prior year period driven by an 18 percent decrease in sales prices due to market supply dynamics in China and an 8 percent decrease in sales volumes due to lower demand.

Operating Income - Three Months Ended

Three Months Ended July 1, 2023 Gross Margin Changes Attributable to:

Three Months Ended June 29, 2024

Net sales of our High-Yield Pulp segment for the nine months ended September 28, 2024 decreased $16 million compared to the same prior year period driven by 11 percent and 6 percent decreases in sales prices and volumes, respectively, due to market supply dynamics in China, lower demand and timing of shipments.

Operating Income (Loss) - Three Months Ended

Three Months Ended September 30, 2023

Gross Margin Changes Attributable to:

Three Months Ended September 28, 2024

(in millions, except percentages)

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Cost SG&A and other

Operating income $ 1 $ (3) $ (4) $ 5 $ 2 $ 1

Operating income (loss) $ (6) $ 4 $ (1) $ 3 $ — $ —

Operating margin % (24.0) % 17.1 % (3.8) % 10.7 % — % — %

(a) Computed based on contribution margin.

Operating income of our High-Yield Pulp segment for the quarter ended June 29, 2024 was flat compared to the same prior year quarter, as lower logistics and chemicals costs were offset by the lower sales prices and volumes and the impact of the planned maintenance outage in the prior year.

Also included in the current quarter was the recognition of $2 million in CEWS benefit claims deferred since 2021.

Operating Income - Six Months Ended

Six Months Ended July 1, 2023

Operating results of our High-Yield Pulp segment for the quarter ended September 28, 2024 improved $6 million compared to the same prior year quarter driven by the higher sales prices and higher productivity, partially offset by the lower sales volumes.

Operating Income - Nine Months Ended

Nine Months Ended September 30, 2023

Gross Margin Changes Attributable to:

Six Months Ended June 29, 2024

Nine Months Ended September 28, 2024

(in millions, except percentages)

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(a) Computed based on contribution margin.

Operating income of our High-Yield Pulp segment for the six months ended June 29, 2024 decreased $8 million compared to the same prior year period, as the lower sales prices and volumes and the impact of the planned maintenance outage in the prior year were partially offset by lower logistics and chemicals costs.

Also included in the current six-month period was the recognition of $2 million in CEWS benefit claims deferred since 2021.

Three Months Ended Six Months Ended

Operating income of our High-Yield Pulp segment for the nine months ended September 28, 2024 decreased $2 million compared to the same prior year period driven by the lower sales prices and volumes, partially offset by lower logistics, chemicals and wood costs, higher productivity and the recognition of $2 million in CEWS benefit claims deferred since 2021.

Three Months Ended Nine Months Ended

(in millions)

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Operating loss $ (18) $ (15) $ (44) $ (42)

The Corporate operating loss for the quarter and six months ended June 29, 2024 increased $1 million and decreased $1 million, respectively, compared to the same prior year periods.

The increase in the quarter loss was driven by higher costs related to our ERP transformation project and higher variable compensation costs and discounting and financing fees, partially offset by more favorable foreign exchange rates in the current quarter.

The improvement in the operating loss in the six-month period was driven by more favorable foreign exchange rates in the current year, partially offset by higher costs related to our ERP transformation project and higher variable compensation costs and discounting and financing fees.

The Corporate operating loss for the quarter and nine months ended September 28, 2024 increased $3 million and $2 million, respectively, compared to the same prior year periods.

The increase in the quarter loss was driven by unfavorable foreign exchange rates in the current period compared to favorable rates in the prior period and higher environmental and variable compensation expense.

The increase in the nine-month period loss was driven by higher costs related to our ERP transformation project, variable and other compensation and discounting and financing fees, partially offset by favorable foreign exchange rates in the current period compared to unfavorable rates in the prior period.

Liquidity and Capital Resources

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We have not repurchased shares under this program since 2018 and do not expect to utilize any of the remaining $60 million in unused authorization in the future.

Our non-guarantor subsidiaries had assets of $452 million, liabilities of $406 million, year-to-date revenue of $116 million and a trailing twelve month ABL Credit Facility and Term Loan covenant EBITDA for continuing operations of $12 million as of June 29, 2024.

Our non-guarantor subsidiaries had assets of $468 million, liabilities of $416 million, year-to-date revenue of $173 million and a trailing twelve month ABL Credit Facility and Term Loan covenant EBITDA for continuing operations of $15 million as of September 28, 2024.

Our liquidity and capital resources are summarized below:

(in millions, except ratios) June 29, 2024 December 31, 2023

(in millions, except ratios) September 28, 2024 December 31, 2023

Cash and cash equivalents $ 136 $ 76

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(a) Amounts available under the ABL Credit Facility fluctuate based on eligible accounts receivable and inventory levels.

At June 29, 2024, we had $167 million of gross availability and net available borrowings of $135 million after taking into account outstanding letters of credit of $32 million.

At September 28, 2024, we had $170 million of gross availability and net available borrowings of $135 million after taking into account outstanding letters of credit of $35 million.

In addition to the availability under the ABL Credit Facility, we have $10 million available under our accounts receivable factoring line of credit in France.

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Our primary purchase obligation payments relate to natural gas, steam energy and wood chips purchase contracts.

There have been no material changes to our contractual commitments during the six months ended June 29, 2024.

There have been no material changes to our contractual commitments during the nine months ended September 28, 2024.

We remain subject to purchase obligations under the 20-year wood chip and residual fiber supply agreement with GreenFirst, under which total required purchase volumes of wood chips and residual fiber are dependent on sawmill production.

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See Note 17—Commitments and Contingencies to our Financial Statements for further information.

In January 2024, we amended the 2027 Term Loan to increase the maximum consolidated secured net leverage ratio that we must maintain beginning in the fourth quarter of 2023 and through our 2024 fiscal year.

As of September 28, 2024 we were in compliance with all financial and other covenants under our debt agreements.

See Note 1—Basis of Presentation and Note 8—Debt and Finance Leases to our Financial Statements for further information of the following transactions.

In September 2024, we repurchased $12 million principal of our 2026 Notes through open-market transactions for $12 million cash.

See Note 8—Debt and Finance Leases to our Financial Statements for further information.

2027 Term Loan .

In January 2024, we amended the 2027 Term Loan to increase the maximum consolidated net secured leverage ratio that we must maintain beginning in the fourth quarter of 2023 and through our 2024 fiscal year.

The amendment provides us with the operational flexibility to execute our strategic initiatives in 2024.

Should we exceed the maximum ratio established by the original agreement in any of these quarters, we will incur a fee of 0.25% of the principal balance outstanding at the end of the applicable quarter.

As of June 29, 2024 we were in compliance with all financial and other covenants under our 2027 Term Loan and other credit agreements.

See Note 8—Debt and Finance Leases to our Financial Statements for further information.

Six Months Ended

(in millions) June 29, 2024 July 1, 2023

Debt issuance and redemption .

In October 2024, we raised $700 million in aggregate principal amount of secured term loan financing and received net proceeds of $683 million after original issue discount, which will be used in the fourth quarter, together with cash on hand, to redeem the respective $453 million and $246 million outstanding principal balances of the 2026 Notes and 2027 Term Loan and pay fees and expenses related to the transaction.

The 2029 Term Loan matures in October 2029, bears interest at an annual rate equal to three-month Term SOFR plus an initial spread of 7 percent and requires quarterly principal payments of $1.75 million.

The initial spread may fluctuate by one half percent based on our net secured leverage ratio.

We may voluntarily make prepayments at any time, subject to customary breakage costs and, if within the first three anniversaries of closing, an additional premium.

The agreement governing the 2029 Term Loan contains various customary covenants, including the requirement to maintain a specified consolidated net secured leverage ratio, based on covenant EBITDA.

In conjunction with the above refinancing, we secured commitments for a five-year $175 million ABL credit facility.

The facility is initially priced at Term SOFR plus a spread of 2 percent.

Nine Months Ended

(in millions) September 28, 2024 September 30, 2023

Cash flows provided by (used in):

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Financing activities (10) (112)

Cash provided by operating activities increased $15 million primarily due to lower costs, proceeds of $39 million for the sale of our softwood lumber duty refund rights, net tax refunds in the current year compared to net tax payments in the prior year and higher payments in the prior year on deferred energy liabilities associated with our Tartas facility operations.

Cash provided by operating activities increased $67 million primarily due to proceeds of $39 million for the sale of our softwood lumber duty refund rights, net tax refunds of $20 million in the current year compared to net tax payments in the prior year and higher payments in the prior year on deferred energy liabilities associated with our Tartas facility operations.

These cash inflows were partially offset by cash outflows from working capital in the current year compared to inflows in the prior year and higher payments of interest on long-term debt.

Cash used in investing activities increased $4 million primarily due to the timing of payments of capital expenditures and higher strategic capital spend.

Cash used in financing activities decreased $25 million primarily due to net borrowings of long-term debt in the current year compared to net repayments in the prior year and a decrease in repurchases of common stock to satisfy tax withholding requirements related to the issuance of stock under our incentive stock plans, partially offset by debt issuance costs paid in the current year.

Cash used in investing activities decreased $15 million primarily due to the timing of payments of capital expenditures, lower strategic capital spend and lower custodial capital spend due to the indefinite suspension of operations.

Cash used in financing activities decreased $102 million primarily due to lower net repayment of long-term debt, a decrease in debt issuance costs and a decrease in repurchases of common stock to satisfy tax withholding requirements related to the issuance of stock under our incentive stock plans.

Performance and Liquidity Indicators

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High Purity Cellulose Paperboard High-Yield Pulp Corporate Total

Three Months Ended June 29, 2024

Three Months Ended September 28, 2024

Income (loss) from continuing operations $ (5) $ 7 $ 1 $ (36) $ (33)

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EBITDA-continuing operations 27 11 1 (20) 19

Asset impairment 25 — — — 25

Indefinite suspension charges 7 — — — 7

Adjusted EBITDA-continuing operations $ 59 $ 11 $ 1 $ (20) $ 51

Three Months Ended July 1, 2023

Three Months Ended September 30, 2023

Income (loss) from continuing operations $ (5) $ 14 $ (6) $ (30) $ (27)

3 unchanged sentences

EBITDA-continuing operations 27 17 (5) (16) 23

Gain on debt extinguishment — — — (1) (1)

Loss on debt extinguishment — — — 1 1

Adjusted EBITDA-continuing operations $ 27 $ 17 $ (5) $ (15) $ 24

Six Months Ended June 29, 2024

Nine Months Ended September 28, 2024

Income (loss) from continuing operations $ 46 $ 28 $ 1 $ (101) $ (26)

3 unchanged sentences

EBITDA-continuing operations 136 38 3 (45) 132

Asset impairment 25 — — — 25

Indefinite suspension charges 14 — — — 14

Adjusted EBITDA-continuing operations $ 175 $ 38 $ 3 $ (45) $ 171

Six Months Ended July 1, 2023

Nine Months Ended September 30, 2023

Income (loss) from continuing operations $ 8 $ 30 $ 2 $ (81) $ (41)

4 unchanged sentences

Pension settlement loss — — — 2 2

Gain on debt extinguishment — — — (1) (1)

Adjusted EBITDA-continuing operations $ 99 $ 40 $ 4 $ (41) $ 102

EBITDA from continuing operations for the quarter ended June 29, 2024 increased $33 million compared to the same prior year quarter driven by higher net sales, lower key input and logistics costs, higher productivity and CEWS benefit claims income, partially offset by the impact of the timing of planned maintenance outages compared to the prior year and the costs incurred related to the suspension of Temiscaming High Purity Cellulose operations.

EBITDA from continuing operations for the six months ended June 29, 2024 increased $36 million compared to the same prior year period driven by lower key input and logistics costs, higher productivity and CEWS benefit claims income, partially offset by the decrease in net sales, the impact of the timing of planned maintenance outages compared to the prior year and the costs incurred related to the suspension of Temiscaming High Purity Cellulose operations.

EBITDA from continuing operations for the quarter ended September 28, 2024 decreased $4 million compared to the same prior year quarter driven by the costs incurred related to the indefinite suspension of Temiscaming High Purity Cellulose operations, non-cash asset impairment and Temiscaming High Purity Cellulose continuing custodial site costs.

The decrease was further driven by lower Paperboard net sales and higher purchased pulp costs.

Partially offsetting these decreases were higher net sales in High Purity Cellulose and High-Yield Pulp, lower key input and labor costs in High Purity Cellulose and higher productivity in High-Yield Pulp.

EBITDA from continuing operations for the nine months ended September 28, 2024 increased $32 million compared to the same prior year period driven by higher Paperboard net sales, lower key input, logistics and labor costs in High Purity Cellulose, lower purchased pulp costs in Paperboard, lower logistics, chemicals and wood costs and higher productivity in High-Yield Pulp and the CEWS benefit.

Partially offsetting these increases were the costs incurred related to the indefinite suspension of operations, non-cash asset impairment, continuing custodial site costs, lower High Purity Cellulose and High-Yield Pulp net sales, the impact of the timing of planned maintenance outages compared to the prior year and the prior year recognition of benefits from payroll tax credit carryforwards and sales of excess emission allowances that did not repeat in the current year.

See Results of Operations above for additional discussion of the changes in our operating results.

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Adjusted free cash flow is defined as cash provided by operating activities adjusted for capital expenditures, net of proceeds from the sale of assets and excluding strategic capital expenditures deemed discretionary by management.

Adjusted free cash flow is a non-GAAP financial measure of cash generated during a period, which is available for debt reduction, strategic capital expenditures, acquisitions and repurchases of our common stock.

Adjusted free cash flow is a non-GAAP financial measure of cash generated during a period that is available for debt reduction, strategic capital expenditures, acquisitions and repurchases of our common stock.

Adjusted free cash flow is not necessarily indicative of the adjusted free cash flow that may be generated in future periods.

Cash provided by operating activities is reconciled to adjusted free cash flow as follows:

Six Months Ended

(in millions) June 29, 2024 July 1, 2023

Nine Months Ended

(in millions) September 28, 2024 September 30, 2023

Cash provided by operating activities $ 149 $ 82

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(a) Net of proceeds from the sale of assets and excluding strategic capital expenditures.

Strategic capital expenditures for the six months ended June 29, 2024 and July 1, 2023 were $28 million and $22 million, respectively.

Adjusted free cash flow increased primarily due to lower costs and the proceeds from the sale of our softwood lumber duty refund rights, partially offset by changes in working capital.

Strategic capital expenditures for the nine months ended September 28, 2024 and September 30, 2023 were $30 million and $40 million, respectively.

Adjusted free cash flow increased primarily due to proceeds from the sale of our softwood lumber duty refund rights, net tax refunds and lower capital expenditures, partially offset by changes in working capital and higher interest payments.

See Liquidity and Capital Resources—Cash Flows above for additional discussion of our operating cash flows.

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 2. Management’s Discussion and Analysis