13 unchanged sentences
Not applicable.
−Removed: Certain information required by Part III is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our 2024 Annual Meeting of Stockholders.
+Added: Certain information required by Part III is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our 2025 Annual Meeting of Stockholders, no later than 120 days after the end of our fiscal year ended December 31, 2024.
We will make the Proxy Statement available on our website at www.ryam.com as soon as it is filed with the SEC.
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this Item 10 is incorporated by reference to sections “Commitment to Best Practices in Corporate Governance,” “Proposal 1 — Election of Directors,” “Executive Compensation Tables and Related Information-Executive Officers,” “Delinquent Section 16(a) Reports,” “Proposal 6 — Ratification of the Appointment of Independent Registered Public Accounting Firm” and “Audit Committee Financial Experts” of our Proxy Statement.
−Removed: Our Standard of Ethics and Code of Corporate Conduct, which is applicable to our principal executive officer and financial and accounting officers, is available on our website www.ryam.com at the “Investors” tab under “Corporate Governance.” Any amendments to or waivers of the Standard of Ethics and Code of Corporate Conduct will also be disclosed on our website.
+Added: The information required by this Item 10 is incorporated by reference to sections “Commitment to Best Practices in Corporate Governance,” “Proposal 1 — Election of Directors,” “Compensation Discussion and Analysis,” “Executive Compensation Tables and Related Information-Executive Officers,” “Delinquent Section 16(a) Reports,” “Proposal 6 — Ratification of the Appointment of Independent Registered Public Accounting Firm” and “Audit Committee Financial Experts” of our Proxy Statement.
+Added: Our Standard of Ethics and Code of Corporate Conduct, which applies to our principal executive officer and financial and accounting officers, is available on our website www.ryam.com at the “Investors” tab under “Corporate Governance.” Any amendments to or waivers of the Standard of Ethics and Code of Corporate Conduct will also be disclosed on our website.
+Added: We have implemented an insider trading policy governing the purchase, sale and other dispositions of our securities.
+Added: This policy applies to all members of the Board of Directors, all officers and all employees, including those of our direct and indirectly controlled subsidiaries.
+Added: We may also extend the policy to other individuals, such as contractors or consultants, who have access to material nonpublic information.
+Added: We believe that our insider trading policy and procedures are reasonably designed to promote compliance with applicable insider trading laws, rules, regulations and listing standards.
+Added: A copy of the insider trading policy is filed as Exhibit 19 to this 2024 Form 10-K.
Executive Compensation
6 unchanged sentences
The information required by this Item 14 is incorporated by reference to section “Proposal 6 — Ratification of the Appointment of Independent Registered Public Accounting Firm-Information Regarding Independent Registered Public Accounting Firm” of our Proxy Statement.
−Removed: Exhibit and Financial Statement Schedules
+Added: Exhibits and Financial Statement Schedules
(a) Documents filed as a part of this 2024 Form 10-K
5 unchanged sentences
Separation and Distribution Agreement between Rayonier Advanced Materials Inc.
−Removed: and Rayonier Inc., dated as of May 28, 2014
−Removed: Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Amendment No.
+Added: and Rayonier Inc., dated as of May 28, 2014 Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Amendment No.
4 to the Registration Statement on Form 10 filed on May 29, 2014
4 unchanged sentences
and Rayonier Advanced Materials Inc.
−Removed: dated as of May 24, 2017
−Removed: Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on July 24, 2017
−Removed: Amended and Restated Certificate of Incorporation of Rayonier Advanced Materials Inc.
−Removed: Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on June 30, 2014
−Removed: Certificate of Designations of 8.00% Series A Mandatory Convertible Preferred Stock of Rayonier Advanced Materials Inc., filed with the Secretary of State of the State of Delaware and effective August 10, 2016
−Removed: Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on August 10, 2016
+Added: dated as of May 24, 2017 Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on July 24, 2017
+Added: Amended and Restated Certificate of Incorporation of Rayonier Advanced Materials Inc., as amended Filed herewith
+Added: Certificate of Designations of 8.00% Series A Mandatory Convertible Preferred Stock of Rayonier Advanced Materials Inc., filed with the Secretary of State of the State of Delaware and effective August 10, 2016 Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on August 10, 2016
Certificate of Designations of Series A Junior Participating Preferred Stock Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on March 21, 2022
Amended and Restated Bylaws of Rayonier Advanced Materials Inc., effective October 19, 2022 Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on October 19, 2022
−Removed: Description of Common Stock
−Removed: Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Form 10-K filed on March 2, 2020
−Removed: Indenture, dated as of December 23, 2020, by and among Rayonier A.M.
−Removed: Products Inc., the Guarantors party thereto and Wells Fargo Bank, National Association as trustee and as notes collateral agent
−Removed: Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on December 23, 2020
−Removed: Form of 7.625% Senior Secured Notes due 2026, included as Exhibit A to the Indenture
−Removed: Pursuant to Regulation S-K, Item 601(b)(4)(iii)(A), Rayonier Advanced Materials Inc.
−Removed: by this filing agrees, upon request, to furnish to the SEC a copy of other instruments defining the rights of holders of long-term debt of Rayonier Advanced Materials Inc.
−Removed: Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed on December 23, 2020
+Added: Description of Common Stock Filed herewith
Transition Services Agreement, dated as of June 27, 2014, by and between Rayonier Inc.
5 unchanged sentences
Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 30, 2014
−Removed: Description Location
Employee Matters Agreement, dated as of June 27, 2014, by and between Rayonier Inc.
5 unchanged sentences
Rayonier Advanced Materials Inc.
−Removed: Incentive Stock Plan, as amended effective May 23, 2016 Incorporated herein by reference to Appendix C to the Registrant’s Proxy Statement filed on April 8, 2016
−Removed: Rayonier Advanced Materials Inc.
−Removed: 2017 Incentive Stock Plan, effective May 22, 2017 Incorporated herein by reference to Appendix B to the Registrant’s Proxy Statement filed on April 7, 2017
−Removed: Rayonier Advanced Materials Inc.
−Removed: 2017 Incentive Stock Plan (as amended effective December 15, 2017) Incorporated herein by reference to Appendix A to the Registrant’s Proxy Statement filed on April 6, 2018
−Removed: First Amendment to the Rayonier Advanced Materials Inc.
−Removed: 2017 Incentive Stock Plan, effective May 22, 2017 Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on November 7, 2019
−Removed: Rayonier Advanced Materials Inc.
2021 Incentive Stock Plan effective May 17, 2021
3 unchanged sentences
Form of Rayonier Advanced Materials Inc.
−Removed: 2021 Restricted Stock Unit Award Agreement Incorporated herein by reference to Exhibit 10.11 to the Registrant’s Form 10-K filed on March 1, 2021
+Added: 2024 Restricted Stock Unit Award Agreement Incorporated herein by reference to Exhibit 10.13 to the Registrant’s Form 10-K filed on February 29, 2024
+Added: Description Location
Form of Rayonier Advanced Materials Inc.
−Removed: 2022 Restricted Stock Unit Award Agreement Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on May 5, 2022
+Added: 2024 Restricted Stock Unit Award Agreement for De Lyle Bloomquist and James L.
+Added: Posze, Jr Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Form 10-K filed on February 29, 2024
Form of Rayonier Advanced Materials Inc.
6 unchanged sentences
Form of Rayonier Advanced Materials Inc.
−Removed: 2022 Performance Share Unit Award Agreement Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on May 5, 2022
+Added: 2024 Performance Share Unit Award Agreement Incorporated herein by reference to Exhibit 10.18 to the Registrant’s Form 10-K filed on February 29, 2024
Form of Rayonier Advanced Materials Inc.
−Removed: 2023 Performance Share Unit Award Agreement Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Form 10-K filed on March 1, 2023
+Added: 2024 Performance Share Unit Award Agreement for De Lyle Bloomquist and James L.
+Added: Posze, Jr Incorporated herein by reference to Exhibit 10.19 to the Registrant’s Form 10-K filed on February 29, 2024
Form of Rayonier Advanced Materials Inc.
6 unchanged sentences
Form of Rayonier Advanced Materials Inc.
−Removed: 2022 Performance Cash Unit Award Agreement Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed on May 5, 2022
+Added: 2024 Performance Cash Unit Award Agreement Incorporated herein by reference to Exhibit 10.23 to the Registrant’s Form 10-K filed on February 29, 2024
Form of Rayonier Advanced Materials Inc.
−Removed: 2023 Performance Cash Unit Award Agreement Incorporated herein by reference to Exhibit 10.17 to the Registrant’s Form 10-K filed on March 1, 2023
+Added: 2024 Performance Cash Unit Award Agreement for De Lyle Bloomquist and James L.
+Added: Posze, Jr Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Form 10-K filed on February 29, 2024
Form of Rayonier Advanced Materials Inc.
4 unchanged sentences
Form of Rayonier Advanced Materials Inc.
−Removed: 2022 Leveraged Performance Unit Award Agreement Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed on May 5, 2022
−Removed: Form of Rayonier Advanced Materials Inc.
−Removed: Incentive Stock Plan Supplemental Terms Applicable to the 2021 Equity Award Grant
−Removed: Incorporated herein by reference to Exhibit 10.16 to the Registrant’s Form 10-K filed on March 1, 2021
−Removed: Description Location
−Removed: Form of Rayonier Advanced Materials Inc.
−Removed: Incentive Stock Plan Supplemental Terms Applicable to the 2022 Equity Award Grant
−Removed: Incorporated herein by reference to Exhibit 10.15 to the Registrant’s Form 10-K filed on March 1, 2022
−Removed: Form of Rayonier Advanced Materials Inc.
Incentive Stock Plan Supplemental Terms Applicable to the 2023 Equity Award Grant Incorporated herein by reference to Exhibit 10.21 to the Registrant’s Form 10-K filed on March 1, 2023
Form of Rayonier Advanced Materials Inc.
+Added: Incentive Stock Plan Supplemental Terms Applicable to the 2024 Equity Award Grant Incorporated herein by reference to Exhibit 10.29 to the Registrant’s Form 10-K filed on February 29, 2024
+Added: Form of Rayonier Advanced Materials Inc.
Incentive Stock Plan Supplemental Terms Applicable to the 2025 Equity Award Grant Filed herewith
Description of Rayonier Advanced Materials Inc.
−Removed: 2021 Performance Share Award Program Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on August 5, 2021
−Removed: Description of Rayonier Advanced Materials Inc.
−Removed: 2022 Senior Team Equity Incentive Program Structure Incorporated herein by reference to Exhibit 10.23 to the Registrant’s Form 10-K filed on March 1, 2023
−Removed: Description of Rayonier Advanced Materials Inc.
2023 Equity Incentive Program Design Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Form 10-K filed on March 1, 2023
Description of Rayonier Advanced Materials Inc.
+Added: 2024 Equity Incentive Program Design Incorporated herein by reference to Exhibit 10.33 to the Registrant’s Form 10-K filed on February 29, 2024
+Added: Description of Rayonier Advanced Materials Inc.
2025 Equity Incentive Program Design Filed herewith
7 unchanged sentences
Non Change In Control Executive Severance Plan Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed on November 7, 2019
+Added: Description Location
Trust Agreement for Rayonier Advanced Materials Inc.
19 unchanged sentences
Investment and Savings Plan for Salaried Employees, effective January 1, 2016 Incorporated herein by reference to Exhibit 10.26 to the Registrant’s Form 10-K filed on February 24, 2017
−Removed: Description Location
Amendment to Rayonier Advanced Materials Inc.
12 unchanged sentences
party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on December 23, 2020
+Added: Description Location
Amendment No.
6 unchanged sentences
as administrative agent and collateral agent Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on July 20, 2023
−Removed: Term Loan Credit Agreement, dated as of July 20, 2023, by and among RYAM Lux SARL, Rayonier Advanced Materials Inc., the other subsidiaries of Rayonier Advanced Materials Inc.
−Removed: party thereto, the lenders party thereto, Oaktree Fund Administration, LLC, as administrative agent, and Computershare Trust Company, N.A., as collateral agent Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on July 20, 2023
−Removed: Loan Agreement, dated as of July 20, 2023, by and among RYAM Lux SARL, Rayonier Advanced Materials Inc.
−Removed: and the other subsidiaries of Rayonier Advanced Materials Inc.
−Removed: party thereto Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on July 20, 2023
Amendment No.
−Removed: 1 to Term Loan Credit Agreement, dated as of January 2, 2024, by and among RYAM Lux SARL, Rayonier Advanced Materials Inc., the other subsidiaries of Rayonier Advanced Materials Inc.
−Removed: party thereto, the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on January 3, 2024
+Added: 3 to Revolving Credit Agreement, Amendment No.
+Added: Security Agreement and Amendment No.
+Added: 1 to Canadian Security Agreement, dated as of November 7, 2024, among Rayonier A.M.
+Added: Products Inc., Rayonier Advanced Materials Inc., the guarantors party thereto, the lenders, the swing line lender and issuing banks party thereto and Bank of America, N.A.
+Added: as administrative agent and collateral agent Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on November 8, 2024
+Added: Term Loan Credit Agreement, dated as of October 28, 2024, by and among Rayonier A.M.
+Added: Products Inc., Rayonier Advanced Materials Inc., the other subsidiaries of Rayonier Advanced Materials Inc.
+Added: party thereto, the lenders party thereto, and Alter Domus (US) LLC, as administrative agent and collateral agent.
+Added: Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on October 29, 2024
+Added: English translation of Loan Contract, dated as of November 12, 2024, by and among Rayonier A.M.
+Added: France, RYAM BioNova, the lenders party thereto, and Credit Lyonnais, as agent, ESG coordinator and ESG agent (originally executed in French) Filed herewith
+Added: English translation of Shareholder Pact Relative to RYAM BioNova, dated November 12, 2024, between Rayonier A.M.
+Added: France, Rayonier Advanced Materials Inc.
+Added: and Swen Impact Fund for Transition 3 (originally executed in French) Filed herewith
Asset Purchase Agreement by and between 9437-6001 Quebec Inc., as purchaser and GreenFirst Forest Products Inc., as Purchaser guarantor, and Rayonier A.M.
1 unchanged sentence
Canada Industries Inc., collectively the Seller, dated as of April 10, 2021 Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on May 6, 2021
−Removed: Separation and Release Agreement dated January 19, 2022 between Paul G.
−Removed: Boynton and Rayonier Advanced Materials Inc.
−Removed: Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on January 20, 2022
−Removed: Description Location
Letter Agreement, dated May 28, 2022 between Rayonier Advanced Materials Inc.
1 unchanged sentence
Bloomquist Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on May 31, 2022
−Removed: Subsidiaries of the registrant
−Removed: Filed herewith
−Removed: Consent of Grant Thornton LLP
−Removed: Filed herewith
+Added: Rayonier Advanced Materials Inc.
+Added: Insider Trading Policy Filed herewith
+Added: Subsidiaries of the registrant Filed herewith
+Added: Consent of Grant Thornton LLP Filed herewith
Power of Attorney Incorporated herein by reference to the signature page of this Annual Report on Form 10-K
−Removed: Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Filed herewith
−Removed: Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14-(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Filed herewith
−Removed: Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Furnished herewith
+Added: Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
+Added: Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14-(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
+Added: Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith
+Added: Description Location
Rayonier Advanced Materials Inc.
−Removed: Incentive Compensation Recovery Policy Filed herewith
+Added: Incentive Compensation Recovery Policy Incorporated herein by reference to Exhibit 97 to the Registrant’s Form 10-K filed on February 29, 2024
101 Interactive data files (formatted in Inline XBRL) pursuant to Rule 405 of Regulation S-T Filed herewith
104 Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101) pursuant to Rule 406 of Regulation S-T Filed herewith
−Removed: * The exhibits to the Arrangement Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.
−Removed: The Company will furnish copies of any such schedules and exhibits to the SEC upon request.
† Management contract or compensatory plan.
−Removed: # Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
+Added: # Certain confidential portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv).
+Added: The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request.
+Added: * This document is an English translation of a legally binding French document.
+Added: While efforts have been made to provide an accurate translation, in the event of any discrepancies or conflicts between this translation and the original French version, the original French document shall prevail.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
3 unchanged sentences
Senior Vice President, Finance
−Removed: February 29, 2024
+Added: March 6, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
2 unchanged sentences
BLOOMQUIST Chief Executive Officer, President
−Removed: and Director February 29, 2024
+Added: and Director March 6, 2025
(Principal Executive Officer)
1 unchanged sentence
MOELTNER Chief Financial Officer and
−Removed: Senior Vice President, Finance February 29, 2024
+Added: Senior Vice President, Finance March 6, 2025
(Principal Financial Officer)
/s/ GABRIELA GARCIA Chief Accounting Officer and
−Removed: Vice President, Corporate Controller February 29, 2024
+Added: Vice President, Corporate Controller March 6, 2025
Gabriela Garcia
7 unchanged sentences
PALUMBO Chair January 24, 2025
−Removed: /s/ CHARLES E.
−Removed: ADAIR Director January 23, 2024
+Added: BOWEN Director January 27, 2025
DILL Director January 24, 2025
4 unchanged sentences
/s/ IVONA SMITH Director January 24, 2025
−Removed: /s/ BRYAN YOKLEY Director January 16, 2024
+Added: YOKLEY Director January 29, 2025
Index to Financial Statements
17 unchanged sentences
Rayonier Advanced Materials Inc.’s management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.
−Removed: In making this assessment, we used the framework included in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).
+Added: In making this assessment, we used the framework included in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our management’s assessment and the criteria set forth in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
6 unchanged sentences
We have audited the accompanying consolidated balance sheets of Rayonier Advanced Materials Inc.
−Removed: (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).
+Added: (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on the criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 29, 2024 expressed an unqualified opinion.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 6, 2025 expressed an unqualified opinion.
Basis for opinion
1 unchanged sentence
Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
11 unchanged sentences
As described further in Note 11 to the consolidated financial statements, the Company records accruals for environmental liabilities based on its current interpretation of environmental laws and regulations when it is probable a liability has been incurred and the amount of such liability is estimable.
−Removed: Accruals for environmental liabilities totaled approximately $170 million at December 31, 2023.
+Added: Accruals for environmental liabilities totaled approximately $170 million on December 31, 2024.
These liabilities are established based on projected spending over many years and require significant estimates and specialized knowledge to determine the proper amount at any point in time.
2 unchanged sentences
We identified the accruals for environmental liabilities as a critical audit matter.
−Removed: The principal considerations for our determination that the accruals for environmental liabilities is a critical audit matter is that the length of time over which the obligation will be resolved is significant and the estimate requires specialized knowledge of environmental engineering.
−Removed: The estimate, which involves assumptions such as the nature and extent of contamination at each site, the nature and extent of required cleanup efforts, the duration and effectiveness of the chosen remedial strategy and changes in environmental regulations, is subjective in nature and involved our complex and subjective judgment.
+Added: The principal considerations for our determination that the accruals for environmental liabilities are a critical audit matter is that the length of time over which the obligation will be resolved is significant and the estimate requires specialized knowledge of environmental engineering.
+Added: The estimate, which involves assumptions such as the nature and extent of contamination at each
+Added: site, the nature and extent of required cleanup efforts, the duration and effectiveness of the chosen remedial strategy and changes in environmental regulations, is subjective in nature and involved our complex and subjective judgment.
Our audit procedures related to the accruals for environmental liabilities included the following, among others.
4 unchanged sentences
Impairment of long-lived assets
−Removed: As described further in Note 7 and Note 12 to the consolidated financial statements, the Company reviews long-lived assets for impairment whenever events or changes in circumstances, known as triggering events, indicate that the carrying amount of a long-lived asset or asset group, may not be recoverable.
+Added: As described further in Note 3, Note 8 and Note 13 to the consolidated financial statements, the Company reviews long-lived assets for impairment whenever events or changes in circumstances, known as triggering events, indicate that the carrying amount of a long-lived asset or asset group, may not be recoverable.
Management considers various factors when determining if long-lived assets should be evaluated for impairment, including a significant adverse change in the business climate or industry conditions (such as sustained decreases in commodity prices, volatility in energy costs, and the global economy), a current period operating or cash flow loss combined with a history of losses, a significant adverse change in the extent or manner in which an asset is used, or a current expectation that the asset will be sold or otherwise disposed of before the end of its useful life.
−Removed: As a result of changes to the intended use of high purity cellulose assets located in Temiscaming, Canada, the Company completed an impairment analysis of this asset group in the fourth quarter of 2023 and recorded a charge of $25 million in the accompanying Consolidated Statement of Operations.
+Added: As a result of the indefinite shutdown of the Temiscaming, Canada high purity cellulose plant during the year, the Company completed an impairment analysis of this asset group in the third quarter of 2024 and recorded a charge of $25 million in the accompanying consolidated statement of operations.
We identified the impairment of high purity cellulose assets located in Temiscaming, Canada as a critical audit matter.
−Removed: The principal considerations for our determination that the impairment of high purity cellulose assets located in Temiscaming, Canada is a critical audit matter is the significant judgments made by management to estimate the impairment charge.
+Added: The principal considerations for our determination that impairment of high purity cellulose assets located in Temiscaming, Canada is a critical audit matter is the significant judgments made by management to estimate the impairment charge.
This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the future production, pricing estimates, capital and operating costs, market-based weighted average cost of capital and risk adjustment factors.
6 unchanged sentences
We involved valuation professionals, with specialized skills and knowledge, to assist in our evaluation of the valuation methodologies applied and the significant assumptions used to determine the fair value of the asset group, including the weighted average cost of capital and risk adjustment factors.
+Added: Realizability of deferred tax assets
+Added: As described further in Note 20 to the consolidated financial statements, on December 31, 2024, the Company had gross deferred tax assets of approximately $555 million, primarily related to its Canadian operations, reduced by a valuation allowance of approximately $86 million.
+Added: Deferred tax assets must be reduced by a valuation allowance if, based upon the weight of all available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
+Added: The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the deferred tax assets will become realized.
+Added: The Company assesses the need for a valuation allowance by evaluating both the positive and negative evidence that may exist.
+Added: We identified the realizability of deferred tax assets in Canada as a critical audit matter.
+Added: The principal considerations for our determination that the realizability of deferred tax assets in Canada is a critical audit matter are that the length of time of the forecast period is significant and the estimate of future taxable income of the Company’s Canadian operations is an accounting estimate subject to a high level of estimation uncertainty.
+Added: Our audit procedures related to the realizability of deferred tax assets included the following, among others.
+Added: We evaluated the design and tested the operating effectiveness of the key controls over the Company’s forecasting process, evaluation of the realizability of deferred tax assets and establishment of valuation allowances.
+Added: We assessed the historical accuracy of management’s forecasted Canadian taxable income and compared the forecasts to historical trends and current industry and economic trends.
+Added: Additionally, we performed sensitivity analyses around the assessment.
+Added: We involved tax professionals to evaluate the application of jurisdictional tax laws and regulations used in the Company’s assumptions and calculations.
/s/ GRANT THORNTON LLP
1 unchanged sentence
Jacksonville, Florida
−Removed: February 29, 2024
+Added: March 6, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
5 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023, and our report dated February 29, 2024 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated March 6, 2025 expressed an unqualified opinion on those financial statements.
Basis for opinion
16 unchanged sentences
Jacksonville, Florida
−Removed: February 29, 2024
+Added: March 6, 2025
Rayonier Advanced Materials Inc.
8 unchanged sentences
Foreign exchange gain (loss) 7,429 ( 2,999 ) 4,726
−Removed: Asset impairment ( 62,300 ) — —
−Removed: Other operating expense, net (Note 18) ( 12,407 ) ( 10,199 ) ( 10,253 )
+Added: Asset impairment (Notes 3 and 8) ( 25,169 ) ( 62,300 ) —
+Added: Indefinite suspension charges (Note 2) ( 16,630 ) — —
+Added: Other operating income (expense), net (Note 19) 527 ( 12,407 ) ( 10,199 )
Operating income (loss) 39,481 ( 65,264 ) 26,135
2 unchanged sentences
2,924 98 4,960
−Removed: Gain (loss) on GreenFirst equity securities (Note 3) — 5,197 ( 3,597 )
+Added: Gain on GreenFirst equity securities (Note 4) — — 5,197
+Added: Debt refinancing charges ( 10,195 ) 361 651
Other income, net 4,305 6,141 5,418
4 unchanged sentences
Income from discontinued operations, net of tax (Note 4) 3,217 312 12,458
−Removed: Net income (loss) $ ( 101,835 ) $ ( 14,919 ) $ 66,414
+Added: Net loss ( 38,707 ) ( 101,835 ) ( 14,919 )
+Added: Net income attributable to redeemable noncontrolling interest (Note 2) 37 — —
+Added: Net loss attributable to RYAM $ ( 38,744 ) $ ( 101,835 ) $ ( 14,919 )
Basic and Diluted earnings per common share (Note 16)
1 unchanged sentence
Income from discontinued operations 0.05 — 0.19
−Removed: Net income (loss) $ ( 1.57 ) $ ( 0.23 ) $ 1.05
+Added: Net loss per common share $ ( 0.59 ) $ ( 1.57 ) $ ( 0.23 )
See Notes to Consolidated Financial Statements.
4 unchanged sentences
2024 2023 2022
−Removed: Net income (loss) $ ( 101,835 ) $ ( 14,919 ) $ 66,414
−Removed: Other comprehensive income (loss), net of tax (Note 14)
+Added: Net loss $ ( 38,707 ) $ ( 101,835 ) $ ( 14,919 )
+Added: Other comprehensive income, net of tax (Note 15)
Foreign currency translation adjustment ( 12,380 ) 7,530 ( 12,763 )
−Removed: Unrealized gain (loss) on derivative instruments 194 280 ( 2,681 )
+Added: Unrealized gain on derivative instruments 151 194 280
Net gain on employee benefit plans 12,477 10,157 33,155
−Removed: Total other comprehensive income (loss) 17,881 20,672 49,165
+Added: Total other comprehensive income 248 17,881 20,672
Comprehensive income (loss) ( 38,459 ) ( 83,954 ) 5,753
+Added: Comprehensive income attributable to redeemable noncontrolling interest 37 — —
+Added: Comprehensive income (loss) attributable to RYAM $ ( 38,496 ) $ ( 83,954 ) $ 5,753
See Notes to Consolidated Financial Statements.
14 unchanged sentences
Total assets $ 2,129,657 $ 2,182,700
−Removed: Liabilities and Stockholders’ Equity
+Added: Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity
Current liabilities
10 unchanged sentences
Commitments and contingencies (Note 22)
+Added: Redeemable noncontrolling interest (Note 2) 10,503 —
Stockholders’ equity (Note 14)
5 unchanged sentences
Total stockholders’ equity 713,885 746,447
−Removed: Total liabilities and stockholders’ equity $ 2,182,700 $ 2,347,528
+Added: Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 2,129,657 $ 2,182,700
See Notes to Consolidated Financial Statements.
6 unchanged sentences
Balance at December 31, 2021 63,738,409 $ 637 $ 408,834 $ 489,342 $ ( 84,470 ) $ 814,343
−Removed: Net income — — — 66,414 — 66,414
+Added: Net loss attributable to RYAM — — — ( 14,919 ) — ( 14,919 )
Other comprehensive income, net of tax — — — — 20,672 20,672
−Removed: — — — — 49,165 49,165
Issuance of common stock under incentive stock plans 360,495 4 ( 4 ) — — —
Stock-based compensation — — 9,650 — — 9,650
−Removed: — — 5,099 — — 5,099
Repurchase of common stock (a)
1 unchanged sentence
Balance at December 31, 2022 64,020,761 640 418,048 474,423 ( 63,798 ) 829,313
−Removed: Net loss — — — ( 14,919 ) — ( 14,919 )
+Added: Net loss attributable to RYAM — — — ( 101,835 ) — ( 101,835 )
Other comprehensive income, net of tax — — — — 17,881 17,881
−Removed: — — — — 20,672 20,672
Issuance of common stock under incentive stock plans 2,032,375 20 ( 20 ) — — —
Stock-based compensation — — 6,507 — — 6,507
−Removed: — — 9,650 — — 9,650
Repurchase of common stock (a)
1 unchanged sentence
Balance at December 31, 2023 65,393,014 654 419,122 372,588 ( 45,917 ) 746,447
−Removed: Net loss — — — ( 101,835 ) — ( 101,835 )
+Added: Net loss attributable to RYAM — — — ( 38,744 ) — ( 38,744 )
Other comprehensive income, net of tax — — — — 248 248
3 unchanged sentences
( 157,070 ) ( 1 ) ( 913 ) — — ( 914 )
+Added: Redeemable noncontrolling interest adjustment to redemption value — — — ( 253 ) — ( 253 )
Balance at December 31, 2024 65,966,881 $ 660 $ 425,303 $ 333,591 $ ( 45,669 ) $ 713,885
7 unchanged sentences
Operating activities
−Removed: Net income (loss) $ ( 101,835 ) $ ( 14,919 ) $ 66,414
−Removed: Adjustments to reconcile net income (loss) to cash provided by operating activities:
+Added: Net loss $ ( 38,707 ) $ ( 101,835 ) $ ( 14,919 )
+Added: Adjustments to reconcile net loss to cash provided by operating activities:
Income from discontinued operations ( 3,217 ) ( 312 ) ( 12,458 )
5 unchanged sentences
Increase in environmental liabilities 6,417 4,764 4,595
−Removed: (Gain) loss on GreenFirst equity securities — ( 5,197 ) 3,597
−Removed: Net periodic benefit cost of pension and postretirement plans 3,578 5,290 16,095
+Added: Gain on GreenFirst equity securities — — ( 5,197 )
+Added: (Gain) loss on debt extinguishment 4,363 ( 361 ) ( 651 )
+Added: Net periodic benefit cost of pension and other postretirement plans 2,268 3,578 5,290
Unrealized (gain) loss on foreign currency ( 5,613 ) 1,900 ( 5,666 )
Loss on disposal of property, plant and equipment 1,790 731 3,742
−Removed: Other ( 361 ) ( 651 ) ( 5,556 )
Changes in operating assets and liabilities:
3 unchanged sentences
Accounts payable 8,068 13,757 ( 8,266 )
−Removed: Accrued liabilities ( 12,219 ) 27,909 23,900
+Added: Accrued and other current liabilities 20,505 ( 12,219 ) 27,909
+Added: Duty refund rights 40,111 ( 1,946 ) ( 17,760 )
Other 20,315 ( 13,783 ) 9,401
1 unchanged sentence
Expenditures for environmental liabilities ( 5,905 ) ( 5,385 ) ( 4,461 )
−Removed: Cash provided by operating activities-continuing operations 136,274 68,813 73,686
−Removed: Cash provided by operating activities-discontinued operations — — 159,538
Cash provided by operating activities 203,610 136,274 68,813
4 unchanged sentences
Cash provided by investing activities-discontinued operations — 1,169 44,428
−Removed: Cash provided by (used in) investing activities ( 127,281 ) ( 94,174 ) 85,391
+Added: Cash used in investing activities ( 107,944 ) ( 127,281 ) ( 94,174 )
Financing activities
4 unchanged sentences
Repurchase of common stock ( 914 ) ( 5,419 ) ( 433 )
+Added: Contribution from redeemable noncontrolling interest 15,843 — —
+Added: Preferred equity issuance costs ( 1,192 ) — —
Cash used in financing activities ( 42,478 ) ( 86,947 ) ( 73,115 )
15 unchanged sentences
Nature of Operations
−Removed: The Company is a leading manufacturer of high purity cellulose, paperboard and high-yield pulp products and operates in the following business segments:
+Added: The Company is a leading manufacturer of high purity cellulose, paperboard and high-yield pulp products and operated the following segments during the periods presented in this 2024 Form 10-K:
High Purity Cellulose, Paperboard and High-Yield Pulp.
2 unchanged sentences
Cellulose specialties are primarily used in dissolving chemical applications that require a highly purified form of cellulose.
−Removed: Commodity products are used for absorbent materials and viscose pulp applications.
−Removed: Absorbent materials, typically referred to as fluff fibers, are used as an absorbent medium in consumer products.
−Removed: Commodity viscose pulp is a raw material required for the manufacture of viscose staple fibers which are used in woven and non-woven applications.
−Removed: Sales of chemicals and energy, a majority of which are by-products of the manufacturing process, are also included in the High Purity Cellulose segment.
−Removed: The Company, through its production facility in Canada, manufactures and markets lightweight multi-ply paperboard products.
+Added: Commodity products are used for absorbent materials and viscose applications.
+Added: Absorbent materials, typically referred to as fluff, are used as an absorbent medium in consumer products.
+Added: Commodity viscose is a raw material required for the manufacture of viscose staple fibers which are used in woven and non-woven applications.
+Added: The Company’s specialized assets also produce bioelectricity and biomaterials, including biofuels, lignin and tall oil soap.
+Added: Sales of chemicals and energy, by-products of the manufacturing process, are also included in the High Purity Cellulose operating segment.
+Added: The Company manufactures and markets lightweight multi-ply paperboard products through its production facility in Canada.
Paperboard is used for packaging, printing documents, brochures, promotional materials, paperback book and catalog covers, file folders, tags and lottery tickets.
High-Yield Pulp
−Removed: The Company, through its production facility in Canada, manufactures and markets bulky high-yield pulp.
−Removed: High-yield pulp is used by paper manufacturers to produce paperboard, packaging, printing and writing papers and a variety of other paper products.
+Added: The Company manufactures and markets bulky high-yield pulp through its production facility in Canada.
+Added: Paper manufacturers use high-yield pulp to produce paperboard, packaging, printing and writing papers and various other paper products.
Basis of Presentation
The Financial Statements include the accounts and operations of the Company and its wholly owned, majority owned and controlled subsidiaries.
−Removed: The Company applies the equity method of accounting for investments in which it has an ownership interest from 20 percent to 50 percent or exercises significant influence over the related investee operations.
+Added: Redeemable noncontrolling interests held in certain of the Company’s consolidated entities are reported as temporary equity in the consolidated balance sheets.
+Added: The Company applies the equity method of accounting for investments in which it has an ownership interest of 20 percent to 50 percent or exercises significant influence over the related investee operations.
All intercompany accounts and transactions are eliminated in consolidation.
−Removed: Certain amounts in prior periods have been reclassified to conform with current period presentation.
+Added: Certain amounts in prior periods have been reclassified to conform with the current period presentation.
The Financial Statements are prepared in accordance with GAAP and the rules and regulations of the SEC.
11 unchanged sentences
(in thousands unless otherwise stated)
+Added: Altamaha Green Energy LLC
+Added: The Company is involved with AGE, under a preliminary joint venture agreement with Beasley Green Power, LLC.
+Added: AGE aims to construct a biomass boiler and turbine to produce and sell green electricity to Georgia Power Company.
+Added: AGE is not engaged in any other operating activities and since formation it has only been focused on developing feasibility studies for this project and handling related administrative matters.
+Added: AGE expenses to date have been shared evenly by RYAM and Beasley and have not been material for the Company for any of the periods presented.
+Added: The amounts expensed by the Company have been recorded as general and administrative expenses.
+Added: Once the project evolves from the development stage and the current joint venture agreement between the Company and Beasley is amended to reflect the appropriate terms, the Company will evaluate the accounting and disclosure implications.
Subsequent Events
−Removed: Term Loan Amendment
−Removed: In January 2024, the Company amended the 2027 Term Loan to increase the maximum consolidated secured net leverage ratio that it must maintain in the fourth quarter of 2023 and through its 2024 fiscal year.
−Removed: See Note 9—Debt and Finance Leases for further information.
+Added: In February and March 2025, the U.S.
+Added: government imposed new tariffs on products imported from China, Canada and Mexico, which have and may result in additional retaliatory tariffs and other trade actions from these nations.
+Added: Given the evolving nature of trade policies and the potential for further modifications, reductions or expansions of these tariffs, it remains uncertain how these actions will ultimately impact the Company.
+Added: Beginning in January 2025, the Company reorganized its High Purity Cellulose operating segment as a result of changes in its internal operating model, significant developments in its Biomaterials strategy (see Note 2—Significant Accounting Policies and Recent Accounting Developments— Redeemable Noncontrolling Interest and Note 10—Debt and Finance Leases for information regarding the newly-formed subsidiary, BioNova, and important financing milestones reached) and a successful enterprise reporting system launch that significantly enhances the Company’s financial reporting capabilities.
+Added: Specifically, the Company determined, in light of these new developments and capabilities, that the performance and outlook of the High Purity Cellulose business will be better managed as three separate businesses:
+Added: Cellulose Specialties, Cellulose Commodities and a new Biomaterials business.
+Added: No changes were made to the composition of the Paperboard and High-Yield Pulp operating segments.
+Added: The Company will begin reporting based on this new segment structure in the Company’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2025.
Significant Accounting Policies and Recent Accounting Developments
6 unchanged sentences
Cash and Cash Equivalents
−Removed: Cash and cash equivalents include time deposits and other investments that are highly liquid with original maturities of three months or less.
+Added: Cash and cash equivalents include time deposits and other highly liquid investments with original maturities of three months or less.
Accounts Receivable and Allowance for Credit Loss
2 unchanged sentences
The Company maintains an allowance for expected credit losses resulting from the inability of its customers to make required payments.
−Removed: The Company’s allowance is established based on historical patterns of accounts receivable collections and expected losses, including consideration of general economic conditions.
+Added: The Company’s allowance is based on historical patterns of accounts receivable collections and expected losses, including the consideration of general economic conditions.
Outstanding accounts receivable balances are reviewed quarterly or more frequently when circumstances indicate a review is warranted, such as a significant change in the aging of the Company’s receivables or a customer’s financial condition.
−Removed: Write-offs are recorded at the time a customer receivable is deemed uncollectible and collection efforts have been exhausted.
−Removed: Finished goods, work-in-process and raw materials inventories are valued at the lower of cost, as determined on the first-in first-out basis, and net realizable value.
+Added: Write-offs are recorded when a customer receivable is deemed uncollectible and collection efforts have been exhausted.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
+Added: On January 1, 2024, the Company changed the method of valuation of its finished goods, work-in-process and raw materials inventories from first-in first-out to average cost.
+Added: The Company believes the average cost method is preferable because it provides better matching of revenue and expense trends and better reflects periodic income from operations.
+Added: This change was not retrospectively applied to prior periods presented, as the overall effect of the change is not deemed material to the Company’s consolidated financial statements.
Manufacturing and maintenance supplies are valued at average cost.
8 unchanged sentences
Buildings and land improvements are depreciated using the straight-line method over 15 to 35 years and 5 to 30 years, respectively.
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
Long-lived assets are reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.
1 unchanged sentence
Recoverability of assets that are held and used is measured by net undiscounted cash flows expected to be generated by the asset.
−Removed: If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying value exceeds the fair value of the assets, which is based on a discounted cash flows model.
+Added: If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying value exceeds the fair value of the assets, which is based on a discounted cash flow model.
Assets to be disposed of are reported at the lower of the carrying amount or fair value, less cost to sell.
+Added: In the third quarter of 2024, in conjunction with the indefinite suspension of Temiscaming High Purity Cellulose operations, the Company recorded a non-cash asset impairment of $ 25 million.
+Added: See Note 3—Indefinite Suspension of Operations for further information.
In the fourth quarter of 2023, in conjunction with the optimization and realignment of High Purity Cellulose assets, the Company recorded a non-cash impairment of $ 62 million related to certain assets at the Temiscaming and Jesup facilities.
−Removed: See Note 7—Property, Plant and Equipment, Net for further details of this impairment.
+Added: See Note 8—Property, Plant and Equipment, Net for further information.
Asset Retirement Obligations
3 unchanged sentences
The asset is depreciated on a straight-line basis over the remaining useful life of the related asset.
−Removed: Accretion expense in connection with the discounted liability is also recognized over the same time period.
−Removed: As of December 31, 2023 and 2022, the Company had accrued $ 12 million and $ 11 million, respectively, for asset retirement obligations in “other liabilities.” Related depreciation and accretion expenses are included in “other operating expense, net” in the consolidated statements of operations.
−Removed: During 2023, no obligations were incurred or settled:
−Removed: the change in balance was due to $ 1 million of accretion.
−Removed: Accretion expense during the years ended December 31, 2022 and 2021 was immaterial.
+Added: Accretion expense in connection with the discounted liability is also recognized over the same period.
+Added: As of December 31, 2024 and 2023, the Company had accrued $ 13 million and $ 12 million, respectively, for asset retirement obligations in “other liabilities.” Related depreciation and accretion expenses are included in “other operating income (expense), net” in the consolidated statements of operations.
+Added: During 2024, new obligations incurred were immaterial and no obligations were settled.
+Added: Accretion expense was immaterial during the years ended December 31, 2024 and 2022 and was $ 1 million during 2023.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
Capitalized Software
The Company capitalizes certain costs in connection with obtaining software for internal use.
−Removed: These costs are generally amortized over a period of 5 years, once the assets are ready for their intended use.
+Added: These costs are generally amortized over 5 years, once the assets are ready for their intended use.
As of December 31, 2024 and 2023, the Company had $ 50 million and $ 40 million, respectively, of capitalized software included in “other assets” in the consolidated balance sheets.
9 unchanged sentences
The Company is subject to numerous international, federal and state-level rules, initiatives and proposals that address domestic and global climate issues, including those governing emissions.
−Removed: In order to comply with certain of these regulations and ordinances, the Company is allotted certain allowances or credits by governing authorities to offset the obligations created by the Company’s operations.
+Added: To comply with certain of these regulations and ordinances, the Company is allotted certain allowances or credits by governing authorities to offset the obligations created by the Company’s operations.
There is no value assigned to the government-allotted emissions allowances in the consolidated balance sheets.
1 unchanged sentence
During the years ended December 31, 2024, 2023 and 2022, the Company recorded $ 10 million, $ 11 million and $ 12 million, respectively, of sales of excess emission allowances associated with its Tartas, France operations.
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
Research and Development Expense
−Removed: R&D capabilities and activities are primarily focused on the High Purity Cellulose segment.
+Added: R&D capabilities and activities are primarily focused on the High Purity Cellulose operating segment.
These efforts are directed at further developing products and technologies, including improving the quality of cellulose fiber grades, improving manufacturing efficiency and environmental controls and reducing fossil fuel consumption.
5 unchanged sentences
If the carrying amount of the asset group is not recoverable, the fair value of the asset group is measured, and, if the carrying amount exceeds the fair value, an impairment loss is recognized.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
The Company’s definite-lived intangible assets were as follows:
13 unchanged sentences
Total $ 10,404
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
Equity Method Investments
3 unchanged sentences
Anomera has a product development lab in Mississauga, Ontario and a production facility on the Company’s Temiscaming site that was constructed during 2021.
−Removed: In exchange for voting and non-voting interests, the Company has invested a total of $ 12 million in Anomera through December 31, 2023.
+Added: In exchange for voting and non-voting interests, the Company has invested $ 12 million in Anomera through December 31, 2024.
The Company and Anomera have entered into various service, leasing and supply agreements to support Anomera’s operations at the production facility.
8 unchanged sentences
LTF purchases sulfite liquor from the Company’s Fernandina Beach, Florida plant and converts it to purified lignins and lignosulfonates, which are used in concrete, textile dyes, pesticides, batteries and other products.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
The Company recorded $ 11 million, $ 14 million and $ 20 million of lignin sales to the LTF joint venture during the years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: The Company records its share of net earnings and losses on the investment in “other operating expense, net” in the consolidated statements of operations.
−Removed: The Company recorded immaterial income on its equity investment in LTF during the year ended December 31, 2023.
−Removed: During the years ended December 31, 2022 and 2021, the Company recorded losses of $ 3 million and $ 2 million, respectively.
−Removed: See Note 18—Other Operating Expense, Net for further information.
+Added: The Company records its share of net earnings and losses on the investment in “other operating income (expense), net” in the consolidated statements of operations.
+Added: During the years ended December 31, 2024 and 2022, the Company recorded income of $ 2 million and a loss of $ 3 million, respectively.
+Added: During the year ended December 31, 2023, the Company recorded immaterial income on its investment in LTF.
+Added: See Note 19—Other Operating Income (Expense), Net for further information.
The Company is liable for certain financing agreements related to LTF.
See Note 22—Commitments and Contingencies for further information.
+Added: Redeemable Noncontrolling Interest
+Added: In November 2024, the Company and one of its subsidiaries entered into a shareholder agreement with SWEN, pursuant to which SWEN will fund up to € 30 million in exchange for up to 222,222 preferred shares, representing an expected 20 percent total noncontrolling equity interest in BioNova.
+Added: Of this commitment, € 15 million was funded at the closing of the shareholder agreement in exchange for 111,111 preferred shares, which currently represents an equity interest in BioNova of approximately 14 percent.
+Added: Subsequent funding is contingent on the achievement of project milestones expected during 2025.
+Added: The preferred shares rank senior to holders of BioNova common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of BioNova.
+Added: Dividend distributions are subject to certain conditions set forth in the shareholder agreement.
+Added: The preferred shares also contain embedded redemption features, which would require the Company to transfer cash to SWEN upon an exercise of the call and the put options.
+Added: The preferred shares are not deemed mandatorily redeemable and therefore have been classified as temporary equity.
+Added: The call option may be exercised at the Company’s discretion as follows:
+Added: • Between January 1, 2028 (inclusive) and December 31, 2031 (inclusive).
+Added: • If not exercised during the above period, it becomes exercisable again between January 1, 2033 (inclusive) and December 31, 2034 (inclusive).
+Added: The put option may be exercised at SWEN’s discretion as follows:
+Added: • At any time in the presence of an event of default enabling BioNova’s lenders or their agent to request the acceleration of maturity of the related debt.
+Added: • At any time in the event of a change of control.
+Added: • Between January 1, 2032 (inclusive) and December 31, 2032 (inclusive), if the call option was not exercised.
+Added: • Between January 1, 2035 (inclusive) and December 31, 2035 (inclusive), if the call option was still not exercised.
+Added: Both options have an exercise price that ensures achievement of both an internal rate of return of 16 percent and a 2 x multiple.
+Added: The Company evaluated the call and put options embedded in the preferred shares and determined that the put option should be bifurcated and recognized separately at fair value, with subsequent changes in fair value recorded in earnings.
+Added: See Note 13—Fair Value Measurements for further information on the fair value measurements of the put option.
+Added: The value of SWEN’s redeemable noncontrolling interest is accreted to its estimated redemption value at each period end using the interest method.
+Added: It is reflected in temporary equity at the current redemption value less the current carrying fair value amount of the bifurcated put option.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
+Added: The following table presents a reconciliation of the changes in the redeemable noncontrolling interest balance:
+Added: Redeemable Noncontrolling Interest
+Added: Balance at December 31, 2023
+Added: Cash contribution from redeemable noncontrolling interest 15,843
+Added: Bifurcation of put option ( 4,196 )
+Added: Equity issuance costs ( 1,192 )
+Added: Foreign exchange adjustment ( 242 )
+Added: Adjustment to redemption value 253
+Added: Net income attributable to redeemable noncontrolling interest 37
+Added: Balance at December 31, 2024
+Added: Results attributable to RYAM, after attribution to the redeemable noncontrolling interest, were as follows:
+Added: Year Ended December 31, 2024
+Added: Loss from continuing operations attributable to RYAM $ ( 41,961 )
+Added: Income from discontinued operations attributable to RYAM 3,217
+Added: Net loss attributable to RYAM $ ( 38,744 )
Revenue Recognition and Measurement
1 unchanged sentence
The Company’s customer contracts have a single performance obligation to transfer products.
−Removed: Accordingly, it recognizes revenue when control has been transferred to the customer.
−Removed: Generally, control passes upon delivery to a location in accordance with terms and conditions of the sale.
−Removed: Changes in customer contract terms and conditions, as well as the timing of orders and shipments, may have an impact on the timing of revenue recognition.
−Removed: Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products and is generally based upon contractual arrangements with customers or published indices.
+Added: Accordingly, revenue is recognized when control has been transferred to the customer.
+Added: Generally, control passes upon delivery to a location in accordance with the terms and conditions of the sale.
+Added: Changes in customer contract terms and conditions, as well as the timing of orders and shipments, may impact the timing of revenue recognition.
+Added: Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products and is generally based on contractual arrangements with customers or published indices.
The Company sells its products both directly to customers and through distributors and agents, typically under agreements with payment terms less than 90 days.
The Company elected to account for shipping and handling as activities to fulfill the promise to transfer the goods.
−Removed: As such, shipping and handling costs incurred are recorded in cost of sales.
−Removed: In addition, the Company has excluded from net sales any value-add, sales and other taxes which are collected concurrent with its revenue-producing activities.
+Added: As such, shipping and handling costs incurred are recorded in “cost of sales.” In addition, the Company has excluded from net sales any value-add, sales and other taxes collected concurrent with its revenue-producing activities.
The nature of the Company’s contracts may give rise to variable consideration, which may be constrained, including sales volume-based rebates to customers.
−Removed: The Company estimates the level of sales volumes based on anticipated purchases at the beginning of the period and records a rebate accrual for each purchase toward the requisite rebate volume.
+Added: The Company estimates sales volumes based on anticipated purchases at the beginning of the period and records a rebate accrual for each purchase toward the requisite rebate volume.
These estimated rebates are included in the transaction price as a reduction to net sales.
+Added: The Company has certain contracts that contain performance obligations that are not significant in the context of the customer contract and has elected not to assess whether these promised goods or services are performance obligations.
+Added: The Company did not have any material contract assets or contract liabilities as of December 31, 2024 or 2023.
Rayonier Advanced Materials Inc.
1 unchanged sentence
(in thousands unless otherwise stated)
−Removed: The Company has certain contracts that contain performance obligations that are not significant in the context of the customer contract and has elected not to assess whether these promised goods or services are performance obligations.
−Removed: The Company did not have any material contract assets or contract liabilities as of December 31, 2023 or 2022.
Environmental Costs
5 unchanged sentences
Employee Benefit Plans
−Removed: The determination of expense and funding requirements for the Company’s defined benefit pension and postretirement health care and life insurance plans are largely based on a number of actuarial assumptions.
−Removed: The key assumptions include discount rate, return on assets, salary increases, health care cost trends, mortality rates and service lives of employees.
+Added: The determination of expense and funding requirements for the Company’s defined benefit pension and postretirement health care and life insurance plans are primarily based on several actuarial assumptions.
+Added: The key assumptions include discount rate, return on assets, salary increases, health care cost trends, mortality rates and employee service lives.
The components of periodic pension and postretirement costs, other than service costs, are presented separately, outside of operating income, in “components of pension and OPEB, excluding service costs” in the consolidated statements of operations.
17 unchanged sentences
Recent Accounting Developments
−Removed: In August 2023, the FASB issued ASU 2023-05 “Business Combinations—Joint Venture Formations (Subtopic 805-60):
−Removed: Recognition and Initial Measurement,” which provides specific guidance on how a joint venture, upon formation, should recognize and initially measure assets contributed and liabilities assumed.
−Removed: This ASU should be applied on a prospective basis to all joint ventures with a formation date on or after January 1, 2025.
−Removed: Early adoption is permitted and joint ventures formed prior to adoption date may elect to apply the new guidance retrospectively back to their original formation date.
−Removed: The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
+Added: Accounting Standards Updates Implemented
+Added: The Company adopted, for this 2024 Form 10-K, ASU 2023-07 “Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures,” which requires disclosures about significant segment expenses and other segment items on an interim and annual basis, as well as certain disclosures regarding the Company’s CODM.
+Added: The Company applied the ASU retrospectively to all prior periods presented.
+Added: See Note 21—Segment and Geographical Information for the new disclosures required by this ASU.
+Added: The adoption of this ASU had no impact to the Company’s consolidated financial statements.
Rayonier Advanced Materials Inc.
1 unchanged sentence
(in thousands unless otherwise stated)
−Removed: In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures,” which requires disclosures about significant segment expenses and other segment items on an interim and annual basis.
−Removed: ASU 2023-07 should be applied retrospective to all prior periods presented in the financial statements and is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024.
−Removed: Early adoption is permitted.
−Removed: The Company is currently evaluating the impact of this standard on its disclosures, with no impact expected to its consolidated financial statements.
+Added: Accounting Standards Updates Not Yet Implemented
+Added: In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses,” which requires additional information about specific expense categories in the notes to financial statements for both interim and annual reporting periods.
+Added: This ASU is effective for public companies with annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.
+Added: The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):
3 unchanged sentences
The Company is currently evaluating the impact of this standard on its disclosures, with no impact expected to its consolidated financial statements.
+Added: In August 2023, the FASB issued ASU 2023-05 “Business Combinations—Joint Venture Formations (Subtopic 805-60):
+Added: Recognition and Initial Measurement,” which provides specific guidance on how a joint venture, upon formation, should recognize and initially measure assets contributed and liabilities assumed.
+Added: This ASU should be applied on a prospective basis to all joint ventures with a formation date on or after January 1, 2025.
+Added: Early adoption is permitted and joint ventures formed prior to the adoption date may elect to apply the new guidance retrospectively back to their original formation date.
+Added: The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
+Added: Indefinite Suspension of Operations
+Added: In July 2024, the Company indefinitely suspended operations at its Temiscaming High Purity Cellulose plant.
+Added: The Temiscaming paperboard and high-yield pulp plants that support the Company’s Paperboard and High-Yield Pulp operating segments will continue to operate at full capacity while remaining part of an ongoing sales process.
+Added: The High Purity Cellulose plant was idled in a safe and environmentally sound manner and the Company will assess, on at least an annual basis, the possibility of restarting the Temiscaming High Purity Cellulose plant.
+Added: Suspension of operations activities began in July 2024 and were mostly completed by the end of the fourth quarter.
+Added: In connection with the indefinite suspension of operations, the Company has incurred one-time operating charges of $ 17 million.
+Added: Remaining one-time charges to be incurred in 2025 are not expected to be material.
+Added: While most cash costs associated with the indefinite suspension of operations were paid in the third and fourth quarters, severance and other indefinite suspension costs are expected to be paid over a period of time.
+Added: In the third quarter of 2024, in conjunction with the indefinite suspension of operations, the Company recognized a non-cash asset impairment of $ 25 million, as it was determined that the Temiscaming High Purity Cellulose plant’s net carrying value exceeded its estimated fair value.
+Added: Determining the fair value of an asset group is judgmental in nature and involves the use of significant estimates and assumptions.
+Added: The Company determined the fair value of the Temiscaming High Purity Cellulose plant asset group using discounted cash flows under the income approach, which required the use of key assumptions and significant estimates.
+Added: See Note 13—Fair Value Measurements for further information on the fair value measurement of the Temiscaming plant asset group.
+Added: The following table presents the accrued liability balance activity related to the indefinite suspension during the year ended December 31, 2024:
+Added: Mothballing Costs Severance and Other Employee Costs Total
+Added: Balance at December 31, 2023
+Added: Charges incurred (a)
+Added: 5,710 5,403 11,113
+Added: Payments ( 4,733 ) ( 393 ) ( 5,126 )
+Added: Balance at December 31, 2024
+Added: $ 977 $ 5,010 $ 5,987
+Added: (a) Excludes non-cash items.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
+Added: The following table presents total indefinite suspension charges incurred by cost type:
+Added: Year Ended December 31, 2024
+Added: Mothballing costs $ 5,710
+Added: Severance and other employee costs 6,133
+Added: Loss on asset disposal 975
+Added: Other suspension costs 3,812
+Added: Indefinite suspension charges (a)
+Added: (a) Includes non-cash charges of (i) a $ 2 million write-off of deferred shutdown costs, (ii) $ 2 million for potential contract penalties, (iii) a loss on asset disposal of $ 1 million and (iv) a $ 1 million loss on pension curtailment charges associated with early retirements driven by the indefinite suspension of operations.
+Added: See Note 18—Employee Benefit Plans for further information regarding the loss on pension curtailment charges.
+Added: The above costs were charged to the High Purity Cellulose operating segment in “indefinite suspension charges” in the consolidated statements of operations.
Discontinued Operations
−Removed: In August 2021, the Company completed the sale of its lumber and newsprint facilities and certain related assets located in Canada to GreenFirst for $ 232 million, including cash of $ 193 million, 28.7 million shares of GreenFirst common stock with a deemed fair value of $ 42 million and a credit note issued to the Company by GreenFirst in the amount of CAD $ 8 million (USD $ 5 million after present value discount), which may be offset equally over the next 5 years against future amounts owed by the Company to GreenFirst for wood chip purchases.
−Removed: The Company recorded a net-of-tax gain on the sale of $ 4 million.
−Removed: In the second quarter of 2022, the Company sold the GreenFirst common shares for $ 43 million.
−Removed: Prior to the sale of shares, the GreenFirst common shares were accounted for at fair value, with changes in fair value recorded in the consolidated statements of operations.
−Removed: In connection with the sale, GreenFirst and the Company entered into a 20 -year assignable wood chip and residual fiber supply agreement, securing supply for the Company’s operations at the Temiscaming plant.
−Removed: Additionally, the parties entered into a TSA whereby the Company provided certain transitional services to GreenFirst following the sale closing and through its termination in the second quarter of 2022.
−Removed: The TSA included support related to information technology, accounting, treasury, human resources and payroll, tax, supply chain and procurement functions.
−Removed: Costs incurred by the Company in connection with the TSA were reimbursed by GreenFirst.
−Removed: As part of the sale of the lumber assets, the Company retained all rights and obligations to softwood duties generated or incurred through the closing date of the sale.
−Removed: In total, the Company paid $ 112 million in softwood lumber duties from 2017 through August 2021, and expects to receive the vast majority of these duties upon final resolution of the dispute between the USDOC and Canada.
−Removed: During the third quarter of 2023, the USDOC completed its fourth administrative review of duties applied to Canadian softwood lumber exports to the U.S.
−Removed: during 2021 and reduced rates applicable to the Company to a combined 8.05 percent.
−Removed: In connection with this development, the Company recorded a pre-tax gain of $ 2 million in “income from discontinued operations, net of taxes.” During the third quarter of 2022, the USDOC completed its third administrative review of duties applied to Canadian softwood lumber exports during 2020 and reduced applicable rates to a combined 8.6 percent, for which the Company recorded a pre-tax gain of $ 16 million.
−Removed: As of December 31, 2023 , the Company had a $ 40 million long-term receivable associated with the USDOC’s determinations of revised rates for the 2017, 2018, 2019, 2020 and 2021 periods.
−Removed: During the second quarter of 2023, the Company incurred a $ 2 million loss related to the settlement of a claim pursuant to the representations and warranties in the asset purchase agreement.
+Added: In August 2021, the Company completed the sale of its lumber and newsprint facilities and certain related assets located in Canada to GreenFirst for $ 232 million, including cash of $ 193 million, 28.7 million shares of GreenFirst common stock with a deemed fair value of $ 42 million and a credit note issued to the Company by GreenFirst for CAD $ 8 million (USD $ 5 million after present value discount), which may be offset equally over the next 5 years against future amounts owed by the Company to GreenFirst for wood chip purchases.
+Added: In connection with the sale, the parties entered into a TSA whereby the Company provided certain transitional services to GreenFirst following the sale closing and through its termination in the second quarter of 2022.
+Added: GreenFirst reimbursed costs incurred by the Company in connection with the TSA.
+Added: Additionally, GreenFirst and the Company entered into a 20 -year assignable wood chip and residual fiber supply agreement, securing supply for the Company’s operations at the Temiscaming plant.
+Added: The Company remains subject to purchase obligations under this agreement, under which total required purchase volumes of wood chips and residual fiber are dependent on sawmill production.
+Added: In connection with the indefinite suspension of operations at the Temiscaming High Purity Cellulose plant, GreenFirst and the Company have agreed that the Company will purchase the required volumes at market value and sell them to third parties at the same amount for an expected neutral impact.
+Added: As part of the sale of its lumber assets, the Company retained all refund rights and obligations, including interest, to softwood lumber duties generated or incurred through the closing date of the sale.
+Added: In total, the Company paid $ 112 million in softwood lumber duties from 2017 through 2021, and at December 31, 2023, the Company had a $ 40 million long-term receivable related to USDOC administrative reviews completed to date.
+Added: The Company recorded pre-tax gains of $ 2 million and $ 16 million related to these reviews during 2023 and 2022, respectively.
+Added: In June 2024, the Company sold its refund rights (inclusive of the receivable), including all accrued interest, for $ 39 million, with the opportunity for additional sale proceeds in the future contingent upon the timing and terms of the ultimate outcome of the trade dispute between the USDOC and Canada.
+Added: The Company recorded a pre-tax loss of $ 1 million on the sale.
+Added: During the second quarter of 2024, the Company recognized pre-tax income of $ 5 million related to CEWS benefit claims deferred since 2021.
+Added: See Note 9—Accrued and Other Current Liabilities for further information.
+Added: In 2023, the Company incurred a $ 2 million loss related to the settlement of a claim pursuant to the representations and warranties in the asset purchase agreement.
+Added: In 2022, the Company sold its GreenFirst common shares for $ 43 million and recorded a net gain of $ 5 million on the securities for the year.
+Added: While held, the shares were accounted for at fair value, with changes in fair value recorded in the consolidated statements of operations.
The lumber and newsprint assets sold were previously reported within the Forest Products and Pulp and Newsprint segments, respectively.
5 unchanged sentences
2024 2023 2022
−Removed: Net sales (a)
−Removed: $ — $ — $ 442,583
+Added: Net sales $ — $ — $ —
Cost of sales — — 155
Gross margin — — 155
+Added: Loss on sale of duty refund rights ( 890 ) — —
Selling, general and administrative expense and other operating income, net 5,267 424 16,808
Operating income 4,377 424 16,963
−Removed: Interest expense (b)
−Removed: — ( 13 ) ( 7,294 )
−Removed: Other non-operating income — — 967
+Added: Interest expense (a)
Income from discontinued operations before income tax 4,377 424 16,950
−Removed: Income tax expense ( 112 ) ( 4,492 ) ( 60,400 )
−Removed: Income from discontinued operations, net of tax 312 12,458 112,067
−Removed: Gain on sale of discontinued operations — — 8,751
−Removed: Income tax expense on gain on sale of discontinued operations — — ( 4,635 )
−Removed: Gain on sale of discontinued operations, net of tax — — 4,116
−Removed: Income from discontinued operations, net of tax
+Added: Income tax expense (b)
( 1,160 ) ( 112 ) ( 4,492 )
−Removed: (a) Net of intercompany sales of $ 31 million in 2021.
−Removed: (b) Allocated based on the total portion of debt not attributable to other operations repaid as a result of the transaction.
−Removed: Other discontinued operations information included the following:
−Removed: Year Ended December 31,
+Added: Income from discontinued operations, net of tax
$ 3,217 $ 312 $ 12,458
−Removed: Depreciation and amortization $ — $ — $ 3,172
−Removed: Capital expenditures — — 9,607
+Added: (a) Allocated based on the total portion of debt not attributable to other operations repaid as a result of the transaction.
+Added: (b) The tax rate used differed from the U.S.
+Added: statutory rate, as discontinued operations were taxed exclusively at the Canadian blended rate of 26.5 percent for all periods presented.
The Company’s operating and finance leases are primarily for corporate offices, warehouse space, rail cars and equipment.
As of December 31, 2024, the Company’s leases have remaining lease terms of less than one year to 11.8 years with standard renewal and termination options available at the Company’s discretion.
−Removed: Certain equipment leases have purchase options at the end of the term of the lease, which are not included in the ROU assets, as it is not reasonably certain that the Company will exercise such options.
+Added: Certain equipment leases have purchase options at the end of the lease term, which are not included in the ROU assets, as it is not reasonably certain that the Company will exercise such options.
+Added: Short-term leases, those with an initial term of 12 months or less, are not recorded on the consolidated balance sheets.
The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants.
12 unchanged sentences
Balance Sheet Location 2024 2023
−Removed: Operating leases
+Added: Operating leases (a)
ROU assets Other assets $ 31,112 $ 17,475
4 unchanged sentences
Lease liabilities Long-term debt 921 1,355
+Added: (a) During the second quarter of 2024, the Company recorded an ROU asset and corresponding lease liability of $ 14 million related to a new warehouse lease agreement in Canada.
Year Ended December 31,
42 unchanged sentences
Depreciation expense recorded in the consolidated statements of operations was $ 125 million, $ 129 million and $ 124 million for the years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: The Company received proceeds from the sale of assets of $ 3 million, $ 0 million and $ 2 million during the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: Asset Impairment
−Removed: In the fourth quarter of 2023, the Company began efforts towards the optimization and realignment of its High Purity Cellulose assets that included the consolidation of commodity viscose production into the Temiscaming plant and fluff production into the Jesup plant’s C Line.
−Removed: This realignment reflects a strategic decision expected to reduce commodity exposure and earnings volatility and allow the Company to better manage excess capacity of cellulose specialties by operating assets based on current demand for each end market.
+Added: The Company received immaterial proceeds from the sale of assets during the years ended December 31, 2024 and 2022 and $ 3 million during the year ended December 31, 2023.
+Added: Asset Impairments
+Added: Indefinite Suspension of Operations
+Added: In the third quarter of 2024, in conjunction with the indefinite suspension of operations, the Company recognized a non-cash asset impairment of $ 25 million, as it was determined that the Temiscaming High Purity Cellulose plant’s net carrying value exceeded its estimated fair value.
+Added: See Note 3—Indefinite Suspension of Operations for further information.
Rayonier Advanced Materials Inc.
1 unchanged sentence
(in thousands unless otherwise stated)
−Removed: The realignment materially impacts the way the assets have been and will be managed, which resulted in the need for an impairment analysis and, ultimately, the recognition of a non-cash impairment of $ 62 million.
+Added: Asset Realignment
+Added: In the fourth quarter of 2023, the Company began efforts towards the optimization and realignment of its High Purity Cellulose assets that included the consolidation of commodity viscose production into the Temiscaming plant and fluff production into the Jesup plant’s C Line.
+Added: This realignment reflects a strategic decision expected to reduce commodity exposure and earnings volatility and allow the Company to better manage excess capacity of cellulose specialties by operating assets based on current demand for each end market.
+Added: The realignment materially impacted the way the assets were to be managed, which resulted in the need for an impairment analysis and, ultimately, the recognition of a non-cash impairment of $ 62 million.
The impairment was recorded to “asset impairment” in the consolidated statements of operations and was comprised of the amount by which the Temiscaming plant’s net carrying value exceeded its estimated fair value and the write-off of certain assets at the Jesup plant that are no longer expected to be used.
Determining the fair value of an asset group is judgmental in nature and involves the use of significant estimates and assumptions.
−Removed: The Company determined the fair value of the Temiscaming plant asset group using discounted cash flows under the income approach, which required the use of key assumptions and significant estimates.
−Removed: See Note 12—Fair Value Measurements for further information on the fair value measurement of the Temiscaming plant asset group.
+Added: The Company determined the fair values of the Temiscaming plant asset groups for the impairments above using discounted cash flows under the income approach, which required the use of key assumptions and significant estimates.
+Added: See Note 13—Fair Value Measurements for further information on the fair value measurement of the Temiscaming plant asset groups.
Accrued and Other Current Liabilities
10 unchanged sentences
Accrued and other current liabilities $ 170,785 $ 154,488
−Removed: (a) Included at both December 31, 2023 and 2022 was CAD $ 25 million (USD $ 19 million) associated with funds received in 2021 for the CEWS.
−Removed: All CEWS claims are subject to mandatory audit.
−Removed: The Company will recognize amounts from these claims in income at the time there is sufficient evidence that it will not be required to repay such amounts.
+Added: (a) Included at December 31, 2024 and 2023 was $ 3 million and $ 19 million (CAD $ 5 million and $ 25 million), respectively, associated with funds received in 2021 for CEWS.
+Added: In the second quarter of 2024, the Company recognized in pre-tax income $ 15 million of the $ 19 million accrued at December 31, 2023, including $ 10 million in “ other operating income (expense), net ” and $ 5 million in “ income from discontinued operations, net of tax .” The remaining amount will be recognized at the earlier of the conclusion of the final outstanding audit and the expiration of the statute of limitations in July 2025.
(b) Included at December 31, 2024 and 2023 was $ 17 million and $ 13 million, respectively, of energy-related payables associated with Tartas facility operations.
4 unchanged sentences
Debt and finance leases included the following:
−Removed: ABL Credit Facility due December 2025:
+Added: ABL Credit Facility due November 2029:
$ 141 million net availability, bearing interest of 6.43 % ( 4.43 % adjusted SOFR plus 2.00 % margin) at December 31, 2024
−Removed: Term Loan due July 2027:
+Added: Term Loan due October 2029:
bearing interest of 11.52 % ( 4.52 % three-month Term SOFR plus 7.00 % margin) at December 31, 2024
+Added: Term Loan due July 2027 — 250,000
7.625 % Senior Secured Notes due January 2026
−Removed: 464,640 475,000
−Removed: 5.50 % Senior Unsecured Notes due June 2024
5.50 % CAD-based term loan due April 2028
21,184 30,479
−Removed: Other loans (a)
+Added: BioNova debt (a)
21,120 11,058
+Added: Other loans (b)
+Added: 32,536 33,696
Short-term factoring facility 2,304 5,292
5 unchanged sentences
Long-term debt $ 706,444 $ 752,174
−Removed: (a) Consist of loans for energy and other loans intended for use in biomaterials projects in France.
+Added: (a) Consists of green loans associated with the France bioethanol plant, part of the net assets contributed by the Company to its new subsidiary, BioNova.
+Added: (b) Consist of loans for energy projects in France.
Future debt and finance lease payments as of December 31, 2024 included:
9 unchanged sentences
ABL Credit Facility
−Removed: The Company’s $ 200 million ABL Credit Facility matures in December 2025 and is secured by certain U.S.
−Removed: and Canadian assets, including a first priority lien on inventory, accounts receivable and bank accounts, and a second priority lien on certain of the assets securing the 2026 Notes.
+Added: In November 2024, the Company amended its ABL Credit Facility, reducing aggregate commitments from $ 200 million to $ 175 million and extending the maturity from December 2025 to November 2029.
+Added: The Company incurred costs of $ 2 million related to the amendment, which were recorded to “other assets” in the consolidated balance sheets and will be amortized to “interest expense” in the consolidated statements of operations over the remaining term of the facility.
+Added: As of December 31, 2024, the Company had $ 168 million of gross availability under the ABL Credit Facility and net available borrowings of $ 141 million after taking into account $ 27 million of outstanding letters of credit.
+Added: The ABL Credit Facility is secured by certain U.S.
+Added: and Canadian assets, including a first priority lien on inventory, accounts receivable and bank accounts, and a second priority lien on certain of the assets securing the 2029 Term Loan.
Availability under the ABL Credit Facility fluctuates based on eligible accounts receivable and inventory levels.
−Removed: As of December 31, 2023, the Company had $ 151 million of gross availability under the ABL Credit Facility and net available borrowings of $ 118 million after taking into account $ 33 million outstanding letters of credit.
−Removed: Additionally, the Company is subject to cash dominion if net availability falls below a certain threshold, currently $ 25 million.
+Added: The Company is subject to cash dominion if net availability falls below a certain threshold, currently $ 26 million.
Rayonier Advanced Materials Inc.
1 unchanged sentence
(in thousands unless otherwise stated)
+Added: Borrowings under the facility bear interest at a rate equal to the highest of (a) the Federal Funds Rate for such day, plus 0.50 percent, (b) the Prime Rate, (c) Term SOFR for a one month interest period plus 1.00 percent and (d) 1.25 percent.
+Added: The applicable margin for Term SOFR and base rate loans ranges from 2.25 percent to 2.75 percent and 1.25 percent to 1.75 percent, respectively, depending on the Company’s average excess availability under the credit agreement.
+Added: In addition, an annual commitment fee of 0.375 percent applies to the unused portion of the facility.
The credit agreement governing the ABL Credit Facility does not contain an ongoing financial maintenance covenant.
However, the agreement requires the Company to meet a fixed charge coverage ratio of not less than 1.0 if net availability falls below a certain threshold, currently $ 26 million.
−Removed: The agreement also contains various customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the ABL Credit Facility, to take certain specified actions, subject to certain exceptions, including:
−Removed: creating liens, incurring indebtedness, making investments and acquisitions, engaging in mergers and other fundamental changes, making dispositions, making restricted payments, including dividends and distributions, and consummating transactions with affiliates.
+Added: The agreement also contains various customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the ABL Credit Facility, to take certain specified actions, subject to certain exceptions, including creating liens, incurring indebtedness, making investments and acquisitions, engaging in mergers and other fundamental changes, making dispositions, making restricted payments, including dividends and distributions, and consummating transactions with affiliates.
Additionally, the ABL Credit Facility contains customary affirmative covenants and customary events of default (subject, in certain cases, to customary grace or cure periods), including, without limitation, late payment, breach of covenant, bankruptcy, judgment and defaults under certain other indebtedness and changes in control.
At December 31, 2024, the Company was in compliance with all covenants under the ABL Credit Facility.
+Added: BioNova Term Loan
+Added: In November 2024, the Company entered into a credit agreement for € 37 million in secured term loans, structured in two tranches of € 28 million (Tranche A) and € 9 million (Tranche B), maturing in November 2031 and November 2032, respectively.
+Added: The Company incurred issuance costs of $ 1 million related to the agreement, which were recorded to “other assets” in the consolidated balance sheets.
+Added: The issuance costs will be deferred as an asset until the debt is drawn, at which point it will be included as a component of the debt’s amortized cost basis.
+Added: Drawdowns may be made until the second anniversary of the credit agreement, at which time any unused amounts will be canceled.
+Added: At December 31, 2024, there were no borrowings outstanding under the BioNova Term Loan.
+Added: Borrowings under the term loans bear interest at a rate equal to Euribor plus an initial applicable margin of 2.0 percent for Tranche A and 2.5 percent per annum for Tranche B, subject to an annual adjustment based on certain financial performance metrics.
+Added: Tranche A requires quarterly principal repayments equal to 5.0 percent of the total amount drawn, commencing in February 2027 through to its maturity in November 2031.
+Added: Tranche B requires a single balloon repayment at its maturity in November 2032.
+Added: The term loans incur a commitment fee equal to 30 percent of the applicable margin on the unused portion of the term loans during the first two years of the credit agreement.
+Added: The Company may voluntarily make prepayments at any time, subject to certain fees if the early repayment occurs within the first two years using an external source of financing.
+Added: The agreement governing the BioNova Term Loan requires BioNova to maintain a debt to EBITDA ratio of 3.0 to 1.0 in 2026, 2.5 to 1.0 in 2027, 2.0 to 1.0 in 2028, and 1.50 to 1 in 2029 and thereafter.
+Added: The BioNova Term Loan is secured by 100 percent of the shares in BioNova’s subsidiaries and is guaranteed by its subsidiary Rayonier A.M.
+Added: The agreement governing the BioNova Term Loan also contains various other customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the credit agreement, to take certain specified actions, subject to certain exceptions, including incurring debt or liens, making investments, entering into mergers and acquisitions, paying dividends and making other restricted payments.
+Added: At December 31, 2024, the Company was in compliance with all covenants under the BioNova Term Loan.
2029 Term Loan
−Removed: In July 2023, the Company secured term loan financing of $ 250 million in aggregate principal amount and received net proceeds of $ 243 million after a non-cash original issue discount of $ 7 million.
−Removed: In addition, the Company incurred issuance costs of $ 10 million, which, together with the original issue discount, were recorded in “long-term debt” in the consolidated balance sheets and will be amortized to “interest expense” in the consolidated statements of operations over the term of the loan.
−Removed: The net proceeds, together with cash on hand, were used to redeem the 2024 Notes and pay transaction costs.
−Removed: The 2027 Term Loan matures in July 2027, requires quarterly principal payments of $ 1.25 million, bears interest at an annual rate equal to three-month Term SOFR (or, if greater, 3.00 percent) plus 8.00 percent and had an effective interest rate of 14.4 percent at December 31, 2023.
−Removed: The Company may voluntarily make prepayments at any time, subject to customary breakage costs and, if within the first three anniversaries of closing, an additional make-whole premium.
−Removed: The agreement governing the 2027 Term Loan contains various customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the term loan agreement and in particular the Company’s French subsidiaries, to take certain specified actions, subject to stated exceptions, including:
−Removed: incurring debt or liens, making investments, entering into mergers, consolidations, and acquisitions, paying dividends and making other restricted payments.
+Added: In October 2024, the Company issued $ 700 million in aggregate principal amount of secured term loan financing and received net proceeds of $ 437 million after an original issue discount of $ 18 million and the redemption of the $ 245 million outstanding principal balance of the 2027 Term Loan.
+Added: The net proceeds, together with cash on hand, were used to redeem the 2026 Notes and related accrued interest, and pay transaction fees and accrued interest on the 2027 Term Loan.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
+Added: The $ 700 million in aggregate principal consists of $ 450 million from the existing lender under the 2027 Term Loan and $ 250 million from new lenders, which was determined to be a modification of debt.
+Added: As such, unamortized discount and issuance costs of $ 13 million related to the 2027 Term Loan were transferred to the 2029 Term Loan within “long-term debt” on the consolidated balance sheets and will be amortized to “interest expense” in the consolidated statements of operations over the term of the 2029 Term Loan.
+Added: Also recorded to “long-term debt” to be amortized over the term of the 2029 Term Loan were lender fees of $ 19 million and the $ 18 million original issue discount mentioned above.
+Added: Other transaction fees of $ 6 million were recorded to “debt refinancing charges” in the consolidated statements of operations.
+Added: The 2029 Term Loan matures in October 2029, requires quarterly principal payments of $ 1.75 million, bears interest at an annual rate equal to three-month Term SOFR plus an initial applicable margin of 7.0 percent, or 11.5 percent at December 31, 2024, with an effective interest rate of 13.5 percent, which includes the effect of amortization of issuance costs and original issue discount.
+Added: The initial applicable margin may fluctuate by 0.5 percent based on the Company’s net secured leverage ratio.
+Added: If net secured leverage is below 2.5 times covenant EBITDA, the applicable margin decreases to 6.5 percent.
+Added: If net secured leverage exceeds 3.5 times covenant EBITDA, the applicable margin increases to 7.5 percent.
+Added: The Company may voluntarily make prepayments at any time, subject to customary breakage costs and, if within the first three anniversaries of closing, an additional premium.
+Added: For the first 18 months, prepayment of the loan is subject to a make-whole premium.
+Added: For the following six months, prepayment is subject to a 2.0 percent premium.
+Added: In the third year, prepayment is subject to a 1.0 percent premium.
+Added: After 3 years, the loan is prepayable at par .
+Added: The Company will also have the ability to make prepayment using the proceeds from the sale of its Paperboard and High-Yield Pulp businesses at a 2.0 percent premium during the first year, a 1.0 percent premium in year two, and par in year three.
+Added: The Company will be required to maintain a consolidated net secured leverage ratio, based on covenant EBITDA, as follows:
+Added: • 5.00 to 1.00 for the fourth quarter of 2024 through fiscal year 2025;
+Added: • 4.75 to 1.00 for fiscal year 2026;
+Added: • 4.50 to 1.00 for each fiscal year thereafter.
+Added: The agreement governing the 2029 Term Loan contains various other customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the term loan agreement, to take certain specified actions, subject to certain exceptions, including incurring debt or liens, making investments, entering into mergers, consolidations, and acquisitions, paying dividends and making other restricted payments.
Additionally, the 2029 Term Loan contains customary affirmative covenants and customary events of default (subject, in certain cases, to customary grace or cure periods), including, without limitation, late payment, breach of covenant, bankruptcy, judgment and defaults under certain other indebtedness and changes in control.
−Removed: In January 2024, the Company amended the 2027 Term Loan to increase the maximum consolidated secured net leverage ratio that it must maintain in the fourth quarter of 2023 and through its 2024 fiscal year (see below).
−Removed: In addition, should the Company exceed the 4.50 to 1.00 maximum ratio established by the original agreement in any of these quarters, it will incur a fee of 0.25 % of the principal balance outstanding at the end of the applicable quarter.
−Removed: The Company incurred total fees of $ 3 million related to this amendment, including $ 1 million in legal and advisory fees recorded to “selling, general and administrative expense” in the consolidated statements of operations in the fourth quarter of 2023, and $ 2 million in lender fees that will be recorded as deferred financing costs in the first quarter of 2024 and amortized to “interest expense” over the remaining term of the loan.
−Removed: The Company is required to maintain various financial covenants, including a consolidated secured net leverage ratio, based on covenant EBITDA, as follows:
−Removed: • 5.25 to 1.00 for the fourth quarter of 2023 through the second quarter of 2024;
−Removed: • 5.00 to 1.00 for the third fiscal quarter of 2024;
−Removed: • 4.75 to 1.00 for the fourth fiscal quarter of 2024;
−Removed: • 4.50 to 1.00 for each fiscal quarter thereafter.
−Removed: At December 31, 2023, the Company was in compliance with all covenants under the 2027 Term Loan Agreement.
−Removed: In December 2020, the Company issued $ 500 million aggregate principal amount of 7.625 percent senior secured notes due January 2026, at an offering price of 100 percent.
−Removed: The notes had an effective interest rate of 8.3 percent at December 31, 2023.
+Added: The 2029 Term Loan is secured with a lien against substantially all of the assets of the Company and its domestic and Canadian subsidiaries.
+Added: At December 31, 2024, the Company was in compliance with all covenants under the 2029 Term Loan.
+Added: 2027 Term Loan
+Added: In July 2023, the Company secured term loan financing of $ 250 million in aggregate principal amount and received net proceeds of $ 243 million after a non-cash original issue discount of $ 7 million.
+Added: In addition, the Company incurred issuance costs of $ 10 million, which, together with the original issue discount, were recorded in “long-term debt” in the consolidated balance sheets and were being amortized to “interest expense” in the consolidated statements of operations over the term of the loan.
+Added: The net proceeds, together with cash on hand, were used to redeem the 2024 Notes and pay related transaction costs.
+Added: In January 2024, the Company amended the 2027 Term Loan to increase the maximum consolidated secured net leverage ratio that it must maintain in the fourth quarter of 2023 and through its 2024 fiscal year.
+Added: The Company incurred fees of $ 3 million related to this amendment, including $ 1 million in legal and advisory fees recorded to “selling, general and administrative expense” in the consolidated statements of operations in the fourth quarter of 2023, and $ 2 million in lender fees recorded as deferred financing costs in the first quarter of 2024 that were being amortized to “interest expense” over the remaining term of the loan.
Rayonier Advanced Materials Inc.
1 unchanged sentence
(in thousands unless otherwise stated)
−Removed: The 2026 Notes were issued and sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act and non-U.S.
−Removed: persons pursuant to Regulation S under the Securities Act.
−Removed: The lenders under the 2026 Notes have a first priority security interest in substantially all of the Company’s current and future U.S.
−Removed: and Canadian material assets, while the 2026 Notes have a second priority lien on certain of the assets securing the ABL Credit Facility.
−Removed: In April 2023, the Company repurchased $ 10 million of the 2026 Notes through open-market transactions and retired the notes for cash of $ 9 million.
−Removed: A gain on extinguishment of $ 1 million for the repurchase was recorded to “other income, net” in the consolidated statements of operations.
−Removed: During the third quarter of 2021, the Company repurchased $ 25 million of the 2026 Notes at a redemption price of 103 percent and recorded a loss on extinguishment of $ 1 million to “other income, net” in the consolidated statements of operations.
−Removed: The indenture governing the 2026 Notes contains various customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the 2026 Notes, to take certain specified actions, subject to certain exceptions, including:
−Removed: creating liens, incurring indebtedness, making investments and acquisitions, engaging in mergers and other fundamental changes, making dispositions, making restricted payments, including dividends and distributions, and consummating transactions with affiliates.
−Removed: Additionally, the 2026 Notes contain customary affirmative covenants and customary events of default (subject, in certain cases, to customary grace or cure periods), including, without limitation, late payment, breach of covenant, bankruptcy, judgment and defaults under certain other indebtedness and changes in control.
−Removed: At December 31, 2023, the Company was in compliance with all covenants under the 2026 Notes.
+Added: In November 2024, as discussed above, the Company redeemed the $ 245 million outstanding principal balance and accrued interest of $ 3 million of the 2027 Term Loan with the 2029 Term Loan refinancing.
+Added: The redemption of the 2027 Term Loan was treated as a debt modification, and as such, its unamortized discount and issuance costs were transferred to “long-term debt” under the 2029 Term Loan and transaction fees of $ 6 million were recorded to “debt refinancing charges” in the consolidated statements of operations.
+Added: At the time of the redemption, the Company was in compliance with all covenants under the 2027 Term Loan.
+Added: In December 2020, the Company issued $ 500 million aggregate principal amount of 7.625 percent senior secured notes due January 2026.
+Added: In November 2024, the Company redeemed the $ 453 million outstanding principal balance and accrued interest of $ 11 million of the 2026 Notes using proceeds from the issuance of the 2029 Term Loan and cash on hand.
+Added: A loss on extinguishment of $ 4 million related to the redemption was recorded to “debt refinancing charges” in the consolidated statements of operations.
+Added: At the time of the redemption, the Company was in compliance with all covenants under the 2026 Notes.
+Added: Prior to the full redemption of the 2026 Notes, the Company repurchased $ 12 million and $ 10 million principal of the notes in September 2024 and April 2023, respectively, for which it recorded respective immaterial and $ 1 million gains on extinguishment to “debt refinancing charges” in the consolidated statements of operations.
In May 2014, the Company issued $ 550 million aggregate principal amount of 5.50 percent senior unsecured notes due June 2024.
−Removed: The 2024 Notes were issued and sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act and non-U.S.
−Removed: persons pursuant to Regulation S under the Securities Act.
−Removed: In August 2023, the Company redeemed the $ 318 million outstanding principal balance and accrued interest of $ 4 million of the 2024 Notes.
−Removed: A loss on extinguishment of $ 1 million related to the redemption was recorded to “other income, net” in the consolidated statements of operations.
−Removed: At the time of the full redemption, the Company was in compliance with all covenants under the 2024 Notes.
−Removed: Prior to the full redemption of its 2024 Notes, in March 2023, the Company repurchased $ 5 million of the 2024 Notes through open-market transactions and retired the notes for cash of $ 5 million.
−Removed: An immaterial gain on extinguishment for the repurchase was recorded to “other income, net.”
−Removed: During 2022, the Company repurchased a total $ 47 million of the 2024 Notes through open-market transactions and recorded a net gain on extinguishment of $ 1 million to “other income, net” for the repurchases.
−Removed: During 2021, the Company repurchased a total $ 127 million of the 2024 Notes through open-market transactions and recorded a net gain on extinguishment of $ 2 million to “other income, net” for the repurchases.
+Added: In August 2023, the Company redeemed the outstanding principal balance and accrued interest of the 2024 Notes.
+Added: A loss on extinguishment of $ 1 million related to the redemption was recorded to “debt refinancing charges” in the consolidated statements of operations.
+Added: Prior to the full redemption of the 2024 Notes, the Company repurchased $ 5 million and $ 47 million principal of the notes during 2023 and 2022, respectively, for which it recorded respective immaterial and $ 1 million gains on extinguishment to “debt refinancing charges.”
Short-term Factoring Facility
4 unchanged sentences
The weighted average interest rate on total short-term borrowings associated with this agreement at December 31, 2024 and 2023 was 4.1 percent and 4.2 percent, respectively.
−Removed: The Company has fixed rate loans with various financial institutions primarily related to energy projects in France.
+Added: BioNova Debt and Other Loans
+Added: The Company has fixed-rate loans with various financial institutions primarily related to the France bioethanol plant and other energy projects in France.
The weighted average interest rate on the loans outstanding at December 31, 2024 and 2023 was 2.9 percent and 2.6 percent, respectively.
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
Environmental Liabilities
1 unchanged sentence
The Company owns or has liability for approximately 20 sites that are subject to various federal, state or provincial statutes, including but not limited to RCRA, CERCLA and the Environmental Protection Act in the U.S., and similar laws in Canada and France, related to the investigation and remediation of environmentally-impacted sites.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
The Company estimates its environmental liabilities based on its current interpretation of environmental laws and regulations when it is probable a liability has been incurred and the amount of such liability is estimable.
−Removed: The Company calculates estimates based on a number of factors, including the application and interpretation of current environmental laws, regulations and other requirements;
+Added: The Company estimates its environmental liabilities based on several factors, including the application and interpretation of current environmental laws, regulations and other requirements;
reports and advice of internal and third-party environmental specialists;
14 unchanged sentences
Non-current environmental liabilities $ 159,949 $ 160,458 $ 160,466
−Removed: (a) Included in the increase (decrease) to liability during the year ended December 31, 2022 was an increase of $ 1 million due to foreign currency fluctuations.
+Added: (a) Included in the increase (decrease) to liability during the year ended December 31, 2024 was a decrease of $ 1 million due to foreign currency fluctuations.
The liability as of December 31, 2023 was not materially impacted by foreign currency fluctuations.
3 unchanged sentences
In addition, the Company may be liable under CERCLA for “natural resource damages” caused by releases from the site.
−Removed: As a result of an agreed order with Washington Ecology, the remainder of the Washington MTCA regulatory process will be completed on a set timetable, subject to approval of all reports and studies by Washington Ecology.
+Added: As a result of an agreed order with Washington Ecology, the remainder of the Washington MTCA regulatory process will be completed on a set timetable, subject to the approval of all reports and studies by Washington Ecology.
Upon completion of all work required under the agreed order and negotiation of an approved remedy, additional remedial measures for the site and off-site areas may be necessary and, as a result, current cost estimates and the corresponding liability could change.
−Removed: During 2023 and 2022, the estimated liability was relatively unchanged.
+Added: During 2024, the estimated liability increased primarily due to changes in estimates related to remediation activities.
+Added: During 2023, the estimated liability was relatively unchanged.
Augusta, Georgia
The Company operated a wood treatment plant at this site from 1928 to 1988.
−Removed: This site operates under a 10 -year hazardous waste permit renewed and issued pursuant to RCRA in 2015.
+Added: This site operates under a 10 -year hazardous waste permit that was renewed and issued pursuant to RCRA in 2015.
Ongoing remediation activities currently consist primarily of groundwater recovery and treatment.
Current cost estimates and the corresponding liability could vary if recovery or discharge volumes change or if changes to current remediation activities are required in the future.
−Removed: During 2022, the estimated liability was relatively unchanged as payments approximated the increase in estimated costs related to the site’s operation and maintenance.
+Added: During 2024, the estimated liability was relatively unchanged.
During 2023, the estimated liability increased primarily due to changes in estimates related to site operations and maintenance.
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
Baldwin, Florida
4 unchanged sentences
During 2024 and 2023, the estimated liability was relatively unchanged.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
East Point, Georgia
3 unchanged sentences
Current cost estimates and the corresponding liability could vary if changes to current remediation activities are required in the future.
−Removed: During 2022, the reserve increased primarily due to an increase in cost estimates related to the remediation activities.
+Added: During 2024, the estimated liability was relatively unchanged.
During 2023, the reserve increased primarily due to increases in financial assurance rates and estimates related to site operations and maintenance.
6 unchanged sentences
and changes in accounting rules or interpretations.
−Removed: Based on information available as of December 31, 2023, the Company estimates this exposure could range up to approximately $ 85 million, although no assurances can be given that this amount will not be exceeded given the factors described above.
+Added: Based on information available as of December 31, 2024, the Company estimates this exposure could range up to approximately $ 87 million.
+Added: However, no assurances can be given that this amount will not be exceeded given the factors described above.
These potential additional costs are attributable to several of the above sites and other applicable liabilities.
6 unchanged sentences
The Company does not use derivatives for trading or speculative purposes.
−Removed: Derivative instruments are recognized on the consolidated balance sheets at their fair value and are either designated as a hedge of a forecasted transaction or are undesignated.
+Added: Derivative instruments are recognized on the consolidated balance sheets at their fair value and are designated either as a hedge of a forecasted transaction or are undesignated.
Changes in the fair value of a derivative designated as a hedge are recorded in “other comprehensive income (loss)” until earnings are affected by the hedged transaction and are then reported in current earnings.
Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in current earnings.
−Removed: In December 2020, the Company terminated all its outstanding derivative instruments, which had been previously designated as hedging instruments and had various maturity dates through 2028.
+Added: In December 2020, the Company terminated all its outstanding derivative instruments, which had previously been designated as hedging instruments and had various maturity dates through 2028.
Accumulated gains and losses associated with these instruments were deferred as a component of AOCI to be recognized in earnings as the underlying hedged transactions occur and affect earnings.
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
−Removed: The effect of derivative instruments designated as cash flow hedges, the related changes in AOCI and the gains and losses in income were as follows:
−Removed: December 31, 2021
−Removed: Derivatives Designated as
−Removed: Hedging Instruments Gain (Loss) Recognized in OCI Gain (Loss) Reclassified from AOCI into Income Location on Statements of Operations
−Removed: Foreign currency contracts $ — $ — Other operating expense, net
−Removed: Foreign currency contracts — 4,088 Cost of sales
−Removed: Foreign currency contracts — ( 397 ) Other income, net
Losses reclassified from AOCI into income were immaterial during the years ended December 31, 2024, 2023 and 2022.
1 unchanged sentence
Foreign exchange cash flow hedges, net of tax $ 222 $ 373
+Added: The BioNova preferred shares issued to SWEN for its equity interest in BioNova contain an embedded put option, which the Company determined to be a derivative and should be bifurcated and recognized separately at fair value.
+Added: See Note 2—Significant Accounting Policies and Recent Accounting Developments —Redeemable Noncontrolling Interest and Note 13—Fair Value Measurements for further information.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
Fair Value Measurements
5 unchanged sentences
This includes certain pricing models, discounted cash flows methodologies and similar techniques that use significant unobservable inputs.
+Added: Liabilities Measured at Fair Value on a Recurring Basis
+Added: Redeemable Noncontrolling Interest — Put Option
+Added: In November 2024, BioNova issued 111,111 preferred shares to SWEN in return for a redeemable noncontrolling interest of approximately 14 percent.
+Added: The preferred shares contain an embedded put option that was determined should be bifurcated and recognized separately at fair value, with subsequent changes in fair value recorded in earnings.
+Added: See Note 2—Significant Accounting Policies and Recent Accounting Developments for further information.
+Added: SWEN’s put option was initially measured at a fair value of $ 4 million and will be remeasured at the end of each reporting period.
+Added: There was no meaningful change in the fair value of the put option as of December 31, 2024.
+Added: The fair value of the put option was estimated using a Monte Carlo simulation model, which is a Level 3 measurement.
+Added: The Monte Carlo simulation model included the following material assumptions based on observable and unobservable inputs:
+Added: December 31, 2024
+Added: Free cash flow to equity volatility (a)
+Added: Risk-free interest rate Term structure of U.S.
+Added: Treasury and Euro Government Bond securities
+Added: Weighted average cost of capital 12.1 %
+Added: (a) The free cash flow to equity volatility is based on a peer group of companies in a similar or the same industry.
Assets Measured at Fair Value on a Nonrecurring Basis
Asset Impairment
+Added: In the third quarter of 2024, the Company recorded a $ 25 million non-cash impairment related to the Temiscaming High Purity Cellulose plant asset group.
+Added: The fair value of the Temiscaming High Purity Cellulose plant assets was determined using discounted cash flows under the income approach from the perspective of a market participant assuming the highest and best use of the asset group.
+Added: Discounted cash flows were estimated using key assumptions regarding production levels, price levels, profit margins, capital expenditures and discount rate, which are Level 3 measurements.
+Added: See Note 3—Indefinite Suspension of Operations for further information on this impairment.
In the fourth quarter of 2023, the Company recorded a $ 62 million non-cash impairment related to the Temiscaming plant asset group.
2 unchanged sentences
See Note 8—Property, Plant and Equipment, Net for further information on this impairment.
−Removed: Financial Instruments
−Removed: The carrying amounts of the Company’s cash, receivables and payables approximate fair value due to the short-term nature of those instruments.
−Removed: The carrying amount of borrowings outstanding under the ABL Credit Facility, 2027 Term Loan and short-term factoring facility approximate fair value due to their variable interest rates.
Rayonier Advanced Materials Inc.
1 unchanged sentence
(in thousands unless otherwise stated)
+Added: Financial Instruments
+Added: The carrying amounts of the Company’s cash, receivables and payables approximate fair value due to the short-term nature of those instruments.
+Added: The carrying amount of borrowings outstanding under the ABL Credit Facility, 2029 Term Loan and short-term factoring facility approximate fair value due to their variable interest rates.
The fair value of the Company’s fixed rate debt is estimated using quoted market prices for debt with similar terms and maturities, which are Level 2 inputs, and was as follows:
8 unchanged sentences
The Company does not expect to utilize any further authorization in the near future.
−Removed: Stockholder Rights Plan
−Removed: In March 2022, the Company adopted a stockholder rights plan whereby a significant penalty is imposed upon any person or group which acquires beneficial ownership of 10 % or more of the Company’s common stock without the approval of the Board of Directors.
−Removed: On the same date, the Board of Directors declared a dividend of one preferred share Purchase Right for each outstanding share of common stock of the Company, par value $ 0.01 per share, which was paid to Company stockholders of record as of March 31, 2022.
−Removed: On March 20, 2023, the Purchase Rights expired .
Rayonier Advanced Materials Inc.
6 unchanged sentences
Balance, beginning of year $ ( 33,537 ) $ ( 43,694 ) $ ( 76,849 )
−Removed: $ ( 43,694 ) $ ( 76,849 ) $ ( 146,614 )
Other comprehensive gain before reclassifications 15,981 12,859 38,105
1 unchanged sentence
Reclassifications to earnings (a)
−Removed: Pension settlement loss (b)
Amortization of (gain) loss ( 358 ) ( 705 ) 5,534
Amortization of prior service cost 337 196 25
−Removed: Income tax on reclassifications (e)
+Added: Income tax on reclassifications (d)
5 90 ( 1,280 )
−Removed: Plans included in sale of assets to GreenFirst — — 4,012
−Removed: Income tax on plans included in sale of assets to GreenFirst — — ( 1,039 )
Net comprehensive gain on employee benefit plans, net of tax 12,477 10,157 33,155
Balance, end of year ( 21,060 ) ( 33,537 ) ( 43,694 )
−Removed: Unrealized gain (loss) on derivative instruments, net of tax
+Added: Unrealized loss on derivative instruments, net of tax
Balance, beginning of year ( 373 ) ( 567 ) ( 847 )
−Removed: ( 567 ) ( 847 ) 1,834
−Removed: Reclassifications to earnings - foreign currency exchange contracts (c)
−Removed: 224 323 ( 3,691 )
−Removed: Income tax on reclassifications (e)
+Added: Reclassifications to earnings - foreign currency exchange contracts (b)
+Added: Income tax on reclassifications (d)
( 23 ) ( 30 ) ( 43 )
−Removed: Net comprehensive gain (loss) on derivative instruments, net of tax 194 280 ( 2,681 )
−Removed: Balance, end of year (c)
+Added: Net comprehensive gain on derivative instruments, net of tax 151 194 280
+Added: Balance, end of year (b)
( 222 ) ( 373 ) ( 567 )
1 unchanged sentence
Balance, beginning of year ( 12,007 ) ( 19,537 ) ( 6,774 )
−Removed: Foreign currency translation adjustment, net of tax (d)
+Added: Foreign currency translation adjustment, net of tax (c)
( 12,380 ) 7,530 ( 12,763 )
3 unchanged sentences
See Note 18—Employee Benefit Plans for further information.
−Removed: (b) During 2021, the Company purchased annuity contracts from a third-party insurance company who assumed responsibility for future pension benefits for certain participants in its U.S.
−Removed: defined benefit plan and recorded a loss of $ 6 million on the settlement and de-recognition of the projected benefit obligation.
−Removed: Additionally, the Company continued the process of winding up certain Canadian pension plans and as a result recorded a settlement loss of $ 2 million.
−Removed: See Note 17—Employee Benefit Plans for further information.
−Removed: (c) Reclassifications of foreign currency exchange contracts are recorded in “cost of sales,” “other operating expense, net” or “other income, net,” as appropriate.
+Added: (b) Reclassifications of foreign currency exchange contracts are recorded in “cost of sales,” “other operating income (expense), net” or “other income, net,” as appropriate.
See Note 12—Derivative Instruments for further information.
−Removed: (d) Foreign currency translation is net of tax effects of $ 0 for all periods presented, as the French operations are taxed on the foreign functional currency, not the translated reporting currency.
−Removed: (e) Income tax effects are released from AOCI in the period in which the underlying item is realized in earnings.
+Added: (c) Foreign currency translation is net of tax effects of $ 0 for all periods presented, as the French operations are taxed on the foreign functional currency, not the translated reporting currency.
+Added: (d) Income tax effects are released from AOCI in the period in which the underlying item is realized in earnings.
Earnings per Common Share
Basic earnings per share is calculated by dividing net income available for common stockholders by the weighted average number of shares of common stock outstanding during the year.
−Removed: Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding adjusted by the potentially dilutive effect of outstanding stock options, performance-based stock and restricted stock.
+Added: Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding, adjusted for the potentially dilutive effect of outstanding stock options, performance-based stock and restricted stock.
Rayonier Advanced Materials Inc.
5 unchanged sentences
Loss from continuing operations $ ( 41,924 ) $ ( 102,147 ) $ ( 27,377 )
−Removed: Income from discontinued operations, net of tax 312 12,458 116,183
−Removed: Net income (loss) available for common stockholders $ ( 101,835 ) $ ( 14,919 ) $ 66,414
+Added: Income from continuing operations attributable to redeemable noncontrolling interest 37 — —
+Added: Loss from continuing operations attributable to RYAM ( 41,961 ) ( 102,147 ) ( 27,377 )
+Added: Redeemable noncontrolling interest adjustment to redemption value ( 253 ) — —
+Added: Loss from continuing operations attributable to RYAM common stockholders ( 42,214 ) ( 102,147 ) ( 27,377 )
+Added: Income from discontinued operations, net of tax attributable to RYAM 3,217 312 12,458
+Added: Net loss attributable to RYAM common stockholders $ ( 38,997 ) $ ( 101,835 ) $ ( 14,919 )
Shares used in determining basic earnings per common share 65,748,775 65,108,397 63,910,010
10 unchanged sentences
Incentive Stock Plans
−Removed: As of December 31, 2023, the Company had four stock-based incentive plans.
+Added: As of December 31, 2024, the Company has had four stock-based incentive plans.
The Prior Incentive Stock Plans provided for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, performance stock, restricted stock and restricted stock units, subject to certain limitations.
9 unchanged sentences
2024 2023 2022
−Removed: Stock-based compensation expense
+Added: Stock-based compensation expense (a)
$ 10,915 $ 5,754 $ 10,822
+Added: (a) Included equity award expense of $ 7 million, $ 7 million and $ 10 million during the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
Non-Qualified Employee Stock Option Awards
2 unchanged sentences
They generally vest ratably over three years and have a maximum term of 10 years and two days from the grant date.
−Removed: The Company’s employee stock option compensation program generally provides accelerated vesting (i.e., a waiver of the remaining period of service required to earn an award) for awards held by employees at the time of their retirement.
Stock-based compensation expense for stock option awards is recognized over the shorter of:
(1) the service period (i.e., the stated period of time required to earn the award) or (2) the period beginning at the start of the service period and ending when an employee first becomes eligible for retirement.
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
The fair value of each option grant is estimated on the grant date using the Black-Scholes option-pricing model.
−Removed: The Company has elected to value each grant in total and recognize the expense for stock options on a straight-line basis over three years .
+Added: The Company elected to value each grant in total and recognize the expense for stock options on a straight-line basis over three years .
+Added: The Company had 46,798 options outstanding at December 31, 2023, all of which expired in January 2024.
The fair value of options vested at December 31, 2024, 2023 and 2022 was zero .
No options were granted or exercised during the years ended December 31, 2024, 2023 and 2022.
−Removed: The outstanding options at December 31, 2023 expired in January 2024.
−Removed: A summary of the Company’s stock option activity follows:
−Removed: (not in thousands) Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value
−Removed: Outstanding at December 31, 2022
−Removed: 77,767 $ 39.98
−Removed: Forfeited — —
−Removed: Exercised — —
−Removed: Expired ( 30,969 ) 43.32
−Removed: Outstanding at December 31, 2023
−Removed: 46,798 $ 37.77 — $ —
−Removed: Options vested and expected to vest 46,798 $ 37.77 — $ —
−Removed: Options exercisable at December 31, 2023
−Removed: 46,798 $ 37.77 — $ —
Restricted Stock and Stock Unit Awards
6 unchanged sentences
Restricted stock and stock units granted (not in thousands) 633,603 992,830 1,328,931
−Removed: 992,830 1,328,931 561,025
Weighted average price of restricted stock or stock units granted (not in thousands) $ 4.11 $ 5.27 $ 5.50
−Removed: $ 5.27 $ 5.50 $ 9.71
Intrinsic value of restricted stock and stock units outstanding $ 14,571 $ 7,641 $ 16,297
10 unchanged sentences
As of December 31, 2024, there was $ 3 million of unrecognized compensation cost related to the Company’s outstanding restricted stock that is expected to be recognized over a weighted average period of 1.4 years.
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
Performance-Based Stock Unit and Cash Awards
5 unchanged sentences
Participants of the 2022 award can earn between 0 and 250 percent of the target award.
−Removed: Performance below the threshold for the TSR would result in zero payout for the TSR metric for all years’ awards.
−Removed: The performance-based stock unit awards that are measured against a market condition or incorporate market conditions are valued using a Monte Carlo simulation model.
+Added: Performance below the threshold for either metric would result in zero payout for that metric.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
+Added: The performance-based awards that are measured against a market condition or incorporate market conditions are valued using a Monte Carlo simulation model.
The model generates the fair value of the market-based award or market-based portion of the award at the grant date.
3 unchanged sentences
treasury rate on the date of the award.
−Removed: The following table provides a tabular overview of the weighted average assumptions used in calculating the fair value of the awards granted:
+Added: The following table presents weighted average assumptions used in calculating the fair value of the awards granted:
Year Ended December 31,
6 unchanged sentences
Common shares of stock reserved for performance-based stock units (not in thousands) 1,164,884 611,528 2,861,963
−Removed: 611,528 2,861,963 534,172
Weighted average fair value of performance-based stock units granted (not in thousands) $ 4.80 $ 9.09 $ 6.21
−Removed: $ 9.09 $ 6.21 $ 12.29
Intrinsic value of outstanding performance-based stock units $ 12,996 $ 5,551 $ 18,786
8 unchanged sentences
1,575,297 $ 5.93
+Added: In March 2024, the performance-based awards granted in 2021 vested without meeting the performance thresholds, resulting in no stock units or cash being awarded.
In March 2023, the performance-based stock units granted in 2020 were settled with the issuance of 1,257,015 shares of common stock, including incremental shares of 370,366 , based on performance results.
In March 2022, the performance-based stock units granted in 2019 vested without meeting the performance thresholds, resulting in no stock units being awarded.
−Removed: In March 2021, the performance-based stock units granted in 2018 were settled at an average of 60 percent of the performance-based stock units awarded, resulting in the issuance of 182,811 shares of common stock.
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
As of December 31, 2024, there was $ 3 million of unrecognized compensation cost related to the Company’s performance-based stock unit awards that is expected to be recognized over a weighted average period of 1.8 years.
4 unchanged sentences
Certain Canadian plans were included with the sale of the Company’s lumber and newsprint assets.
−Removed: In 2021, the Company purchased annuity contracts from a third-party insurance company that assumed responsibility for future pension benefits for certain participants in its U.S.
−Removed: defined benefit plan and recorded a loss of $ 6 million on the settlement and de-recognition of the projected benefit obligation.
−Removed: Additionally, the Company continued the process of winding up certain Canadian pension plans and as a result recorded a settlement loss of $ 2 million.
−Removed: During 2022, the Company recorded a $ 1 million loss related to the final asset surplus distribution to the plan participants of the wound-up Canadian pension plans mentioned above.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
+Added: During 2024, the Company recorded a $ 1 million loss on pension curtailment charges associated with early retirements driven by the indefinite suspension of operations at the Temiscaming High Purity Cellulose plant.
+Added: The loss on curtailment was recognized in “indefinite suspension charges” in the Company’s consolidated statements of operations.
+Added: Additionally, the Company decreased its pension liability by $ 3 million.
+Added: See Note 3—Indefinite Suspension of Operations for further information.
+Added: Also during the year, the Company offered lump sum payouts to eligible terminated vested participants, of whom 103 accepted, resulting in $ 6 million in payments.
+Added: During 2022, the Company continued the process of winding up certain Canadian pension plans and as a result recorded a $ 1 million loss related to the final asset surplus distribution to the plan participants.
In addition, in the fourth quarter of 2022, the Company adopted a full freeze on future benefits for salaried participants in the U.S.
1 unchanged sentence
The impact of the curtailment reduced the benefit obligation and the accumulated net loss within other comprehensive income by $ 8 million.
−Removed: During the first quarter of 2023, the Company recorded a $ 2 million loss related to the final asset surplus distribution to the plan participants of certain other wound-up Canadian pension plans.
+Added: During 2023, the Company recorded a $ 2 million loss related to the final asset surplus distribution to the plan participants of certain other wound-up Canadian pension plans.
These settlements were recognized in “components of pension and OPEB, excluding service costs” in the consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022.
1 unchanged sentence
These estimates are based on historical information and certain assumptions about future events.
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
The following tables present the changes in the projected benefit obligation and plan assets and reconciles funded status and the defined benefit pension and postretirement plan amounts recognized in the consolidated balance sheets:
21 unchanged sentences
Funded Status at end of year $ ( 61,410 ) $ ( 83,475 ) $ ( 21,600 ) $ ( 23,864 )
−Removed: (a) The Company received cash of $ 6 million and $ 3 million in 2023 and 2022, respectively, related to surplus assets of unwound pension plans.
+Added: (a) The Company received cash of $ 6 million in 2023 related to surplus assets of unwound pension plans.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
Pension Postretirement
4 unchanged sentences
Net amount recognized $ ( 61,410 ) $ ( 83,475 ) $ ( 21,600 ) $ ( 23,864 )
−Removed: The projected benefit obligation increased during the year ended December 31, 2023 primarily due to the settlements of certain Canadian pension plans, actuarial losses resulting from a decrease in the discount rate assumed and foreign currency exchange rates.
+Added: The projected benefit obligation decreased during the year ended December 31, 2024 primarily due to the settlements of certain Canadian pension plans, lump sum payouts to U.S.
+Added: pension plan participants, actuarial gains resulting from an increase in the discount rate assumed and foreign currency exchange rates.
Net gain (loss) recognized in other comprehensive income for the three years ended December 31 was as follows:
1 unchanged sentence
2024 2023 2022 2024 2023 2022
−Removed: Net gain (loss) $ 9,202 $ 30,531 $ 64,173 $ 6,639 $ 7,574 $ ( 1,025 )
+Added: Net gain $ 13,053 $ 9,202 $ 30,531 $ 2,928 $ 6,639 $ 7,574
Prior service costs $ — $ ( 2,982 ) $ — $ — $ — $ —
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
Net gain (loss) and prior service cost (credit) reclassified from other comprehensive income and recognized as a component of pension and postretirement expense for the three years ended December 31 were as follows:
1 unchanged sentence
2024 2023 2022 2024 2023 2022
−Removed: Pension settlement loss (a)
−Removed: $ — $ — $ 7,618 $ — $ — $ —
Amortization of (gain) loss $ 379 $ ( 490 ) $ 5,462 $ ( 737 ) $ ( 215 ) $ 72
Amortization of prior service cost (credit) 435 294 147 ( 98 ) ( 98 ) ( 122 )
−Removed: (a) During 2021, the Company completed the wind-up of certain Canadian pension plans and began the process of winding up additional Canadian plans, recognizing a loss.
−Removed: Also in 2021, the Company purchased annuity contracts from a third-party insurance company that assumed responsibility for future pension benefits for certain participants in the Company’s U.S.
−Removed: defined benefit plans and recognized a loss on the settlement and derecognition of the projected benefit obligation.
Net gain (loss), prior service cost (credit) and plan amendments that have not yet been included in pension and postretirement expense and have been recognized as a component of AOCI for the three years ended December 31 were as follows:
11 unchanged sentences
For pension plans with a projected benefit obligation exceeding plan assets, the projected benefit obligation and fair value of plan assets were $ 537 million and $ 490 million, respectively, at December 31, 2024, and $ 587 million and $ 502 million, respectively, at December 31, 2023.
−Removed: For pension plans with an accumulated benefit obligation exceeding plan assets, the accumulated benefit obligation and fair value of plan assets were $ 577 million and $ 502 million, respectively, at December 31, 2023 and $ 557 million and $ 467 million, respectively, at December 31, 2022.
Rayonier Advanced Materials Inc.
1 unchanged sentence
(in thousands unless otherwise stated)
+Added: For pension plans with an accumulated benefit obligation exceeding plan assets, the accumulated benefit obligation and fair value of plan assets were $ 537 million and $ 490 million, respectively, at December 31, 2024 and $ 577 million and $ 502 million, respectively, at December 31, 2023.
The following table presents the components of net periodic benefit cost of the plans:
7 unchanged sentences
Pension settlement loss — 2,317 964 — — —
+Added: Curtailment 736 — — — — —
Other — — — 18 ( 556 ) ( 173 )
17 unchanged sentences
The estimated return on plan assets is based on historical and expected long-term rates of return on broad equity and bond indices and consideration of the actual annualized rate of return.
−Removed: The Company, with the assistance of external consultants, utilizes this information in developing assumptions for returns, risks and correlation of asset classes, which are then used to establish the asset allocation ranges.
−Removed: Assumed health care cost trends have a significant effect on the amounts reported for the postretirement benefit plans.
+Added: The Company, with the assistance of external consultants, utilizes this information to develop assumptions for returns, risks and correlation of asset classes, which are then used to establish the asset allocation ranges.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
+Added: Assumed healthcare cost trends significantly affect the amounts reported for the postretirement benefit plans.
The following table sets forth the assumed health care cost trend rates as of period end:
3 unchanged sentences
Year that ultimate trend rate is reached 2031 2037 2031 2037
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
Investment of Plan Assets
The Company’s Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversee the defined benefit pension plans’ investment program.
−Removed: The investment approach of each defined benefit pension plan is designed to maximize returns and provide sufficient liquidity to meet each plans obligations while maintaining acceptable risk levels.
+Added: The investment approach of each defined benefit pension plan is designed to maximize returns and provide sufficient liquidity to meet each plan’s obligations while maintaining acceptable risk levels.
For certain defined benefit plans, investment target allocation percentages for equity securities can range up to 65 percent.
3 unchanged sentences
Percentage of Plan Assets
−Removed: equity securities 23 % 21 %
−Removed: International equity securities 22 % 24 %
fixed income securities 33 % 32 %
International fixed income securities 24 % 18 %
+Added: equity securities 21 % 23 %
+Added: International equity securities 16 % 22 %
Total 100 % 100 %
9 unchanged sentences
government securities — 33,308 — 33,308
+Added: government securities — 4,803 — 4,803
Derivative instruments — 1,242 — 1,242
2 unchanged sentences
Total assets at fair value $ 501,940
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
December 31, 2023
3 unchanged sentences
government securities — 78,652 — 78,652
+Added: Derivative instruments — 421 — 421
Investments at net asset value:
1 unchanged sentence
Total assets at fair value $ 532,643
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
The valuation methodologies used for measuring the fair value of these asset categories were as follows:
5 unchanged sentences
These funds are not publicly traded;
−Removed: however, in the majority of cases, the unit price calculation is based on observable market inputs of the funds’ underlying assets.
+Added: however, in most cases, the unit price calculation is based on observable market inputs of the funds’ underlying assets.
There were no changes in the methodology used during the years ended December 31, 2024 and 2023.
10 unchanged sentences
The Company provides defined contribution plans to all of its hourly and salaried employees.
−Removed: The Company’s contributions charged to expense for these plans were $ 6 million, $ 7 million and $ 8 million for the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: Other Operating Expense, Net
−Removed: Other operating expense, net was comprised of the following:
+Added: The contributions charged to expense for these plans were $ 10 million, $ 6 million and $ 7 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
+Added: Other Operating Income (Expense), Net
+Added: Other operating income (expense), net was comprised of the following:
Year Ended December 31,
5 unchanged sentences
Miscellaneous income (expense) 7,042 ( 3,955 ) 1,183
−Removed: Other operating expense, net $ ( 12,407 ) $ ( 10,199 ) $ ( 10,253 )
+Added: Other operating income (expense), net $ 527 $ ( 12,407 ) $ ( 10,199 )
(a) Reflects adjustments to the Company’s estimates of the environmental liability for the assessment, remediation and long-term monitoring and maintenance of the disposed operations sites over the next 20 years and other related costs.
See Note 11—Environmental Liabilities for further information.
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
Loss from continuing operations before income tax consisted of the following:
20 unchanged sentences
Income tax (expense) benefit $ 8,928 $ 32,311 $ ( 902 )
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
The following table reconciles the effective income tax rate on continuing operations to the U.S.
10 unchanged sentences
tax on foreign earnings (GILTI and Subpart F, net of FTC) ( 0.4 ) ( 0.1 ) ( 0.9 )
−Removed: Change in blended statutory rate (a)
Interest on tax payments/receipts 1.1 0.6 10.1
1 unchanged sentence
Effective income tax rate on continuing operations 18.1 % 24.4 % ( 3.8 ) %
−Removed: (a) In 2021, the Company recorded a tax benefit on the remeasurement of the Company’s Canadian DTAs at a higher Canadian blended statutory tax rate.
−Removed: The Canadian statutory rate is higher as a result of changing the allocation of income between the Canadian provinces after the sale of the lumber and newsprint assets.
−Removed: Less significantly, France enacted scheduled decreases to the federal statutory tax rate between 2021 and 2022.
−Removed: The annual impact of remeasuring the French deferred tax liabilities to the scheduled statutory tax rates is also included here.
Rayonier Advanced Materials Inc.
12 unchanged sentences
71,013 71,741
−Removed: Pension, postretirement and other employee benefits 25,114 26,533
Environmental liabilities 39,316 39,258
2 unchanged sentences
36,286 33,188
+Added: Pension, postretirement and other employee benefits 19,534 25,114
+Added: Capitalized costs 18,275 19,868
Deferred foreign interest deductions (a)
1 unchanged sentence
State net operating losses (a)
−Removed: Capitalized costs 19,868 9,677
Other deferred tax assets 23,636 21,003
2 unchanged sentences
( 86,082 ) ( 78,858 )
−Removed: Total deferred tax assets, net of valuation allowance (b)
−Removed: 479,539 454,093
+Added: Total deferred tax assets, net of valuation allowance 468,891 479,539
Deferred tax liabilities:
Property, plant and equipment basis differences ( 110,577 ) ( 115,315 )
−Removed: Intangible assets ( 4,377 ) ( 7,069 )
Prepaid expenses ( 4,487 ) ( 19,253 )
+Added: Intangible assets ( 2,326 ) ( 4,377 )
Other deferred tax liabilities ( 15,686 ) ( 10,603 )
11 unchanged sentences
Canada non-capital losses 626,536 141,987 ( 1,739 ) 2027-2043
+Added: Other foreign net operating losses 14,828 3,827 ( 1,998 ) 2040-None
Canada pool of SR&ED 417,988 96,458 — None
2 unchanged sentences
Foreign interest limitation carryforward 30,479 7,601 ( 7,601 ) None
−Removed: France net operating losses 13,285 3,792 — None
Rayonier Advanced Materials Inc.
1 unchanged sentence
(in thousands unless otherwise stated)
−Removed: At December 31, 2023 and 2022, the Company’s net DTA included $ 15 million and $ 17 million, respectively, of disallowed U.S.
+Added: At both December 31, 2024 and 2023, the Company’s net DTA included $ 15 million of disallowed U.S.
interest deductions that the Company does not believe will be realized.
1 unchanged sentence
interest deductions should be ignored when assessing the need for a valuation allowance, the Company has not recognized a valuation allowance on this portion of the DTA generated from disallowed interest.
+Added: The Company’s financial statements reflect the above net DTA under the assumption that it will generate sufficient taxable income in the applicable tax jurisdictions to realize the benefit of the net DTA.
+Added: If the Company is unable to generate sufficient taxable income, it may be required to record a valuation allowance against its DTAs.
+Added: Guidance requires certain evidence be given heavy consideration, including whether the Company has incurred cumulative income or losses in recent years.
+Added: If the Company incurs adjusted losses in certain jurisdictions over a period, generally three years, it could be required to derecognize a material balance of its DTAs.
+Added: The vast majority of the Company’s DTAs are in Canada, with $ 334 million and $ 333 million of net DTAs recognized on the consolidated balance sheets as of December 31, 2024 and 2023, respectively.
Unrecognized Tax Benefits
The Company recognizes the impact of a tax position if it is more likely than not to prevail, based on technical merit, in the case of an audit.
−Removed: As of December 31, 2023, there were several positions resulting in unrecognized tax benefits that, if recognized, would affect income tax expense.
+Added: As of December 31, 2024, several positions resulted in unrecognized tax benefits that, if recognized, would affect income tax expense.
A reconciliation of beginning and ending unrecognized tax benefits balances follows:
6 unchanged sentences
Increases related to current year tax positions 957 1,373 1,143
+Added: Decreases due to statutory expirations ( 1,963 ) — —
Balance at end of period $ 10,444 $ 13,580 $ 11,015
−Removed: For the year ended December 31, 2023, all unrecognized tax benefits would impact the effective tax rate if recognized.
+Added: For the years ended December 31, 2024 and 2023, all unrecognized tax benefits would impact the effective tax rate if recognized.
For the year ended December 31, 2022, $ 13 million of the Company’s unrecognized tax benefits would impact the effective tax rate if recognized as a result of a $ 2 million reduction in unrecognized tax benefits that would impact only the timing of tax deductions and would not impact the tax rate.
6 unchanged sentences
Canada 2020-2024
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
Other Tax Items
11 unchanged sentences
capital asset additions.
−Removed: Rayonier Advanced Materials Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: (in thousands unless otherwise stated)
Segment and Geographical Information
−Removed: After the 2021 sale of the lumber and newsprint assets, the Company operates in the following business segments:
+Added: During the periods presented, the Company operated in the following operating segments:
High Purity Cellulose, Paperboard and High-Yield Pulp.
−Removed: All prior period amounts presented herein have been reclassified to conform to this segment structure.
−Removed: See Note 3—Discontinued Operations for further information on the sale of the lumber and newsprint assets.
−Removed: See also Note 1—Nature of Operations and Basis of Presentation for a description of the operating businesses.
+Added: See Note 1—Nature of Operations and Basis of Presentation for a description of the operating businesses.
Corporate consists primarily of senior management, accounting, information systems, human resources, treasury, tax and legal administrative functions that provide support services to the operating business units.
−Removed: The Company allocates a portion of the cost of maintaining these support functions to its operating units.
−Removed: The Company evaluates the performance of its segments based on operating income (loss).
−Removed: Intersegment sales consist primarily of High-Yield Pulp sales to Paperboard and are eliminated in consolidation.
+Added: The Company’s segment structure was determined based primarily on how its CODM, the CEO, reviews and evaluates Company operations.
+Added: Each operating segment is separately managed and has discrete financial information that is utilized by the CODM in determining how to allocate resources and evaluate performance.
+Added: The Company uses operating income (loss) as a measure of profitability to evaluate segment performance.
+Added: Intersegment sales consist primarily of High-Yield Pulp sales to Paperboard, which are eliminated in consolidation.
Intersegment sales prices are at rates that approximate market for the respective operating area.
−Removed: One customer in the High Purity Cellulose segment represented 10 percent of total sales for the year ended December 31, 2023.
No single customer accounted for 10 percent or more of total sales during the years ended December 31, 2024 and 2022.
+Added: One customer in the High Purity Cellulose operating segment represented 10 percent of total sales for the year ended December 31, 2023.
+Added: In October 2024, an isolated fire occurred at the Company’s High Purity Cellulose plant in Jesup, Georgia, during planned maintenance activity.
+Added: There were no injuries to employees or contractors and no risk to the surrounding community.
+Added: The plant’s operations fully resumed within two weeks, incurring $ 2 million in immediate repair costs and $ 3 million of emergency maintenance capital expenditures.
+Added: The Company’s preliminary estimates indicate that additional capital expenditures of approximately $ 15 million will be required over the next two years.
+Added: The Company carries property and business interruption loss insurance with a $ 15 million combined deductible.
+Added: The Company has notified its insurance underwriters and is in the process of evaluating and documenting the damage caused by the fire.
+Added: The amount expected to be recovered from property and business interruption loss insurance is not currently estimable.
+Added: Following the indefinite suspension of Temiscaming High Purity Cellulose operations in the third quarter of 2024, the Temiscaming site continues to incur custodial site costs in support of the ongoing energy needs of the Paperboard and High-Yield Pulp operations.
+Added: Further, the electricity generated from the Temiscaming High Purity Cellulose plant assets is no longer deemed a by-product of the High Purity Cellulose manufacturing process.
+Added: Due to these assets now running solely to support Paperboard and High-Yield Pulp, beginning in the fourth quarter, the net impact of these electricity sales and the custodial site costs being incurred in support of these operations is reflected within the operating results of the Paperboard and High-Yield Pulp businesses.
+Added: Rayonier Advanced Materials Inc.
+Added: Notes to Consolidated Financial Statements
+Added: (in thousands unless otherwise stated)
Net sales, disaggregated by product line, was comprised of the following:
21 unchanged sentences
Operating income (loss) $ 39,481 $ ( 65,264 ) $ 26,135
−Removed: (a) In 2023, included a $ 62 million non-cash impairment recorded during the fourth quarter related to an asset realignment.
−Removed: See Note 7—Property, Plant and Equipment, Net for further details.
+Added: (a) In 2024, included a $ 25 million non-cash impairment recorded during the third quarter related to the indefinite suspension of operations at the Temiscaming High Purity Cellulose plant.
+Added: In 2023, included a $ 62 million non-cash impairment recorded during the fourth quarter related to an asset realignment.
+Added: See Note 8—Property, Plant and Equipment, Net for further information regarding these impairments.
+Added: Significant segment operating expenses and other segment financial information included:
+Added: Year Ended December 31, 2024
+Added: High Purity Cellulose Paperboard High-Yield Pulp Corporate (a) and Eliminations
+Added: Cost of sales
+Added: Key input costs (wood, chemicals, energy) $ 535,055 $ 117,393 $ 71,890 $ ( 26,220 ) $ 698,118
+Added: Freight 75,382 20,512 20,380 — 116,274
+Added: Depreciation and amortization 115,963 7,832 2,329 — 126,124
+Added: Fixed and other general costs (b)
+Added: 443,086 41,802 38,589 733 524,210
+Added: Total cost of sales 1,169,486 187,539 133,188 ( 25,487 ) 1,464,726
+Added: Selling, general and administrative expense 20,515 11,021 2,912 57,810 92,258
+Added: Asset impairment 25,169 — — — 25,169
+Added: Indefinite suspension charges 16,630 — — — 16,630
+Added: Other operating (income) expense (c)
+Added: ( 5,771 ) ( 2,363 ) ( 1,609 ) 1,787 ( 7,956 )
+Added: Identifiable assets (d)
+Added: $ 1,503,268 $ 93,600 $ 49,798 $ 482,991 $ 2,129,657
+Added: Depreciation and amortization 117,749 14,701 2,451 2,272 137,173
+Added: Capital expenditures (e)
+Added: 100,797 5,644 2,156 8,553 117,150
Rayonier Advanced Materials Inc.
1 unchanged sentence
(in thousands unless otherwise stated)
−Removed: Identifiable assets by segment were as follows:
−Removed: High Purity Cellulose (a)
+Added: Year Ended December 31, 2023
+Added: High Purity Cellulose Paperboard High-Yield Pulp Corporate (a) and Eliminations
+Added: Cost of sales
+Added: Key input costs (wood, chemicals, energy) $ 607,773 $ 113,678 $ 75,144 $ ( 25,486 ) $ 771,109
+Added: Freight 83,390 18,131 29,312 — 130,833
+Added: Depreciation and amortization 125,522 5,848 2,103 — 133,473
+Added: Fixed and other general costs (b)
454,306 35,021 29,402 1,032 519,761
−Removed: Paperboard 105,804 112,757
−Removed: High-Yield Pulp 43,811 50,947
−Removed: Corporate 523,009 529,610
−Removed: Total assets $ 2,182,700 $ 2,347,528
−Removed: (a) In 2023, included a $ 62 million non-cash impairment recorded during the fourth quarter related to an asset realignment.
+Added: Total cost of sales 1,270,991 172,678 135,961 ( 24,454 ) 1,555,176
+Added: Selling, general and administrative expense 18,243 9,570 2,893 45,006 75,712
+Added: Asset impairment 62,300 — — — 62,300
+Added: Other operating expense (c)
+Added: 2,797 — 255 12,354 15,406
+Added: Identifiable assets (d)
+Added: $ 1,510,076 $ 105,804 $ 43,811 $ 523,009 $ 2,182,700
+Added: Depreciation and amortization 122,925 12,933 2,025 2,100 139,983
+Added: Capital expenditures (e)
+Added: 118,665 776 1,421 12,281 133,143
+Added: Year Ended December 31, 2022
+Added: High Purity Cellulose Paperboard High-Yield Pulp Corporate (a) and Eliminations
+Added: Cost of sales
+Added: Key input costs (wood, chemicals, energy) $ 659,855 $ 135,128 $ 75,609 $ ( 28,916 ) $ 841,676
+Added: Freight 93,952 22,434 29,636 — 146,022
+Added: Depreciation and amortization 115,117 5,998 2,322 — 123,437
+Added: Fixed and other general costs (b)
+Added: 409,587 39,967 32,814 681 483,049
+Added: Total cost of sales 1,278,511 203,527 140,381 ( 28,235 ) 1,594,184
+Added: Selling, general and administrative expense 19,683 9,471 3,084 59,237 91,475
+Added: Other operating (income) expense (c)
+Added: 6,154 11 40 ( 732 ) 5,473
+Added: Depreciation and amortization $ 117,017 $ 13,130 $ 2,364 $ 2,065 $ 134,576
+Added: Capital expenditures (e)
+Added: 136,866 3,413 2,210 3,790 146,279
+Added: (a) Includes ERP and certain lease expense and assets shared across operating segments.
+Added: (b) Includes salaries, wages and benefits, maintenance costs and other costs of sales.
+Added: (c) Primarily includes foreign exchange gain (loss), environmental expense, gain (loss) on disposal of property, plant and equipment and income (loss) from equity method investments.
+Added: (d) In 2024, included a $ 25 million non-cash impairment recorded during the third quarter related to the indefinite suspension of operations at the Temiscaming High Purity Cellulose plant.
+Added: In 2023, included a $ 62 million non-cash impairment recorded during the fourth quarter related to an asset realignment.
See Note 8—Property, Plant and Equipment, Net for further details.
+Added: (e) Amounts exclude the impact of changes in capital assets purchased on account and government grants.
+Added: In 2024 and 2023, Corporate reflects expenditures associated with the Company’s ERP transformation project.
Long-life assets by country were as follows:
3 unchanged sentences
Total long-life assets $ 1,528,696 $ 1,607,642
−Removed: Depreciation and amortization and capital expenditures by segment were as follows:
−Removed: Year Ended December 31,
−Removed: 2023 2022 2021
−Removed: Depreciation and amortization:
−Removed: High Purity Cellulose $ 122,925 $ 117,017 $ 116,757
−Removed: Paperboard 12,933 13,130 14,320
−Removed: High-Yield Pulp 2,025 2,364 2,544
−Removed: Corporate 2,100 2,065 4,678
−Removed: Total depreciation and amortization $ 139,983 $ 134,576 $ 138,299
−Removed: Capital expenditures:
−Removed: High Purity Cellulose $ 118,665 $ 136,866 $ 110,092
−Removed: Paperboard 776 3,413 2,160
−Removed: High-Yield Pulp 1,421 2,210 2,215
−Removed: Corporate (b)
−Removed: 12,281 3,790 205
−Removed: Total capital expenditures $ 133,143 $ 146,279 $ 114,672
−Removed: (a) Amounts exclude the impact of changes in capital assets purchased on account and government grants.
−Removed: (b) Reflects expenditures associated with the Company’s ERP transformation project.
−Removed: The project is expected to be completed at the end of 2024.
Rayonier Advanced Materials Inc.
7 unchanged sentences
Europe 280,261 17 222,778 13 343,058 20
−Removed: Japan 158,106 10 149,373 9 118,443 9
Other Asia 174,208 11 126,072 8 181,952 11
+Added: Japan 121,879 7 158,106 10 149,373 9
Canada 90,572 6 62,657 4 72,510 4
−Removed: All other 44,002 3 31,197 2 15,916 1
Latin America 17,659 1 11,073 — 23,886 1
+Added: All other 33,320 2 44,002 3 31,197 2
Net sales $ 1,630,308 100 $ 1,643,330 100 $ 1,717,267 100
6 unchanged sentences
Thereafter 218,683
−Removed: (a) Primarily consist of commitments for the purchase of natural gas, steam energy and wood chips.
+Added: (a) Primarily consists of commitments for the purchase of natural gas, steam energy and wood chips.
These obligations are estimates and may vary based on changes in actual price and volume terms.
Remaining purchase obligations under the 20 -year wood chip and residual fiber supply agreement with GreenFirst total approximately $ 206 million, or annual payments of approximately $ 12 million, through the duration of the agreement to 2041.
−Removed: Total required purchase volumes of wood chips and residual fiber are dependent on sawmill production.
+Added: The Company remains subject to purchase obligations under this agreement, under which total required purchase volumes of wood chips and residual fiber depend on sawmill production.
+Added: In connection with the indefinite suspension of operations at the Temiscaming High Purity Cellulose plant, GreenFirst and the Company have agreed that the Company will purchase the required volumes at market value and sell them to third parties at the same amount for an expected neutral impact.
Litigation and Contingencies
3 unchanged sentences
In connection with these exports, the Company paid approximately $ 112 million of softwood lumber duties between 2017 and August 2021, including $ 1 million of ancillary fees, which were recorded as expense in the periods incurred.
−Removed: As part of the sale, the Company retained all rights and obligations to softwood duties generated or incurred through the closing date of the sale.
−Removed: As of December 31, 2023 , the Company had a $ 40 million long-term receivable associated with the USDOC’s determinations of the revised rates for the 2017, 2018, 2019, 2020 and 2021 periods.
−Removed: This amount does not include interest, which will be due on any amounts refunded.
−Removed: The Company estimates that interest earned on the total amount of softwood lumber duties paid will exceed $ 10 million.
−Removed: Cash is not expected to return to the Company until final resolution of the softwood lumber dispute, which remains subject to legal challenges.
+Added: As part of the sale of its lumber assets in 2021, the Company retained all refund rights and obligations to softwood duties generated or incurred through the closing date of the sale.
+Added: As of December 31, 2023 , the Company had a $ 40 million long-term receivable associated with USDOC determinations of the revised duty rates for 2017 through 2021.
+Added: In June 2024, the Company executed on the sale of these refund rights (inclusive of the receivable), including all accrued interest, for $ 39 million, with the opportunity for additional sale proceeds in the future contingent upon the timing and terms of the ultimate outcome of the trade dispute between the USDOC and Canada.
Rayonier Advanced Materials Inc.
2 unchanged sentences
In addition to the above, the Company is engaged in various legal and regulatory actions and proceedings and has been named as a defendant in various lawsuits and claims arising in the ordinary course of business.
−Removed: While the Company has procured reasonable and customary insurance covering risks normally occurring in connection with its businesses, the Company has, in certain cases, retained some risk through the operation of self-insurance, primarily in the areas of workers’ compensation, property insurance, business interruption and general liability.
+Added: While the Company has procured reasonable and customary insurance covering risks normally occurring in connection with its business, the Company has, in certain cases, retained some risk through the operation of self-insurance, primarily in the areas of workers’ compensation, property insurance, business interruption and general liability.
These other lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
11 unchanged sentences
The Company has not recorded any liabilities for these financial guarantees in its consolidated balance sheets, either because the Company has recorded the underlying liability associated with the guarantee or the guarantee is dependent on the Company’s own performance and, therefore, is not subject to the measurement requirements or because the Company has calculated the estimated fair value of the guarantee and determined it to be immaterial based upon the current facts and circumstances that would trigger a payment obligation.
−Removed: It is not possible to determine the maximum potential amount of liability under these potential obligations due to the unique set of facts and circumstances likely to be involved with each provision.
+Added: It is not possible to determine the maximum potential liability under these potential obligations due to the unique facts and circumstances likely to be involved with each provision.
As of December 31, 2024, the Company employed approximately 2,350 people in the U.S., Canada and France, of which 69 percent were unionized.
+Added: Approximately 27 percent of the Company’s workforce are employed under agreements which are set to expire on June 30, 2025.
The Company is required to negotiate wages, benefits and other terms with unionized employees collectively.
−Removed: At December 31, 2022, a collective bargaining agreement covering approximately 575 unionized employees was expired.
−Removed: The employees continued to work under the terms of the expired contract until negotiations concluded in the second quarter of 2023 and final agreement with the union was reached.
As of December 31, 2024, all of the Company’s collective bargaining agreements covering its unionized employees were current.
3 unchanged sentences
Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period
−Removed: Allowance for credit losses
+Added: Allowance for credit loss
December 31, 2024 $ 653 $ 822 $ ( 28 ) $ ( 390 ) $ 1,057
14 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.