RAYONIER ADVANCED MATERIALS INC. 10-K

Item 9A. Controls and Procedures Management’s Evaluation of Disclosure Controls and Procedures Our management is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed with the objective of ensuring that information required to be disclosed in reports filed under the Exchange Act, such as this 2024 Form 10-K, is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems determined to be effective can provide only reasonable assurance their objectives are achieved. 41 Table of Contents Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that the design and operation of our disclosure controls and procedures were effective as of December 31, 2024. Internal Control over Financial Reporting With regard to our internal control over financial reporting as defined in Rule 13a-15(f), our Management’s Report on Internal Control over Financial Reporting on page F-2 , and the Reports of Independent Registered Public Accounting Firm beginning on page F-3 , included in Item 8—Financial Statements and Supplementary Data of this 2024 Form 10-K, are incorporated by reference into this Item 9A. For the quarter ended December 31, 2024, based upon the evaluation required by Rule 13a-15(d), there were no changes in our internal control over financial reporting that would materially affect or are reasonably likely to materially affect our internal control over financial reporting. Item 9B. Other Information During the quarter ended December 31, 2024, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as defined under Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 42 Table of Contents Part III 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. Item 10. Directors, Executive Officers and Corporate Governance 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. 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. We have implemented an insider trading policy governing the purchase, sale and other dispositions of our securities. 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. We may also extend the policy to other individuals, such as contractors or consultants, who have access to material nonpublic information. 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. A copy of the insider trading policy is filed as Exhibit 19 to this 2024 Form 10-K. Item 11. Executive Compensation The information required by this Item 11 is incorporated by reference to sections “Compensation Discussion and Analysis,” “Report of the Compensation and Management Development Committee,” “Executive Compensation Tables and Related Information” and “Commitment to Best Practices in Corporate Governance-Director Compensation” of our Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12 is incorporated by reference to sections “Executive Compensation Tables and Related Information-Stock Ownership of Directors and Executive Officers,” “Security Ownership of Certain Beneficial Owners” and “Equity Compensation Plan Information” of our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 is incorporated by reference to sections “Proposal 1 — Election of Directors,” “Commitment to Best Practices in Corporate Governance-Corporate Governance Principles,” “Director Independence” and “Related Person Transactions” of our Proxy Statement. Item 14. Principal Accounting Fees and Services 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. 43 Table of Contents Part IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as a part of this 2024 Form 10-K 1. Financial Statements See page F-1 of this 2024 Form 10-K. 2. Financial Statement Schedules See page F-1 of this 2024 Form 10-K. 3. Exhibits Exhibit No. Description Location 2.1 Separation and Distribution Agreement between Rayonier Advanced Materials Inc. 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 2.2 Arrangement Agreement by and between Tembec Inc. and Rayonier Advanced Materials Inc. dated as of May 24, 2017 Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on May 25, 2017 2.3 Amending Agreement, dated as of July 23, 2017, to the Arrangement Agreement by and between Tembec Inc. and Rayonier Advanced Materials Inc. 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 3.1 Amended and Restated Certificate of Incorporation of Rayonier Advanced Materials Inc., as amended Filed herewith 3. 2 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 3. 3 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 3. 4 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 4.1 Description of Common Stock Filed herewith 10.1 Transition Services Agreement, dated as of June 27, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 30, 2014 10.2 Tax Matters Agreement, dated as of June 27, 2014, by and among Rayonier Inc., Rayonier Advanced Materials Inc., Rayonier TRS Holdings Inc. and Rayonier A.M. Products Inc. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 30, 2014 10.3 Employee Matters Agreement, dated as of June 27, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc. Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on June 30, 2014 10.4 Intellectual Property Agreement, dated as of June 27, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc. Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on June 30, 2014 10. 5 † Rayonier Advanced Materials Inc. 2021 Incentive Stock Plan effective May 17, 2021 Incorporated herein by reference to Appendix B to the Registrant’s Proxy Statement filed on April 2, 2021 10. 6 † Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, effective May 17, 2023 Incorporated herein by reference to Appendix D to the Registrant's Definitive Proxy Statement on Schedule 14A filed on March 31, 2023 10. 7 † Form of Rayonier Advanced Materials Inc. 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 44 Table of Contents Exhibit No. Description Location 10. 8 † Form of Rayonier Advanced Materials Inc. 2024 Restricted Stock Unit Award Agreement for De Lyle Bloomquist and James L. Posze, Jr Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Form 10-K filed on February 29, 2024 10. 9 † Form of Rayonier Advanced Materials Inc. 2025 Restricted Stock Unit Award Agreement Filed herewith 10.1 0 † Form of Rayonier Advanced Materials Inc. 2025 Restricted Stock Unit Award Agreement for De Lyle Bloomquist and James L. Posze, Jr Filed herewith 10.1 1 † Form of Rayonier Advanced Materials Inc. 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 10.1 2 † Form of Rayonier Advanced Materials Inc. 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 10.1 3 † Form of Rayonier Advanced Materials Inc. 2024 Performance Share Unit Award Agreement for De Lyle Bloomquist and James L. Posze, Jr Incorporated herein by reference to Exhibit 10.19 to the Registrant’s Form 10-K filed on February 29, 2024 10.1 4 † Form of Rayonier Advanced Materials Inc. 2025 Performance Share Unit Award Agreement Filed herewith 10.1 5 † Form of Rayonier Advanced Materials Inc. 2025 Performance Share Unit Award Agreement for De Lyle Bloomquist and James L. Posze, Jr Filed herewith 10. 1 6 † Form of Rayonier Advanced Materials Inc. 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 10. 1 7 † Form of Rayonier Advanced Materials Inc. 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 10. 1 8 † Form of Rayonier Advanced Materials Inc. 2024 Performance Cash Unit Award Agreement for De Lyle Bloomquist and James L. Posze, Jr Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Form 10-K filed on February 29, 2024 10. 19 † Form of Rayonier Advanced Materials Inc. 2025 Performance Cash Unit Award Agreement Filed herewith 10.2 0 † Form of Rayonier Advanced Materials Inc. 2025 Performance Cash Unit Award Agreement for De Lyle Bloomquist and James L. Posze, Jr Filed herewith 10. 21 † 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 10.2 2 † Form of Rayonier Advanced Materials Inc. 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 10.2 3 † Form of Rayonier Advanced Materials Inc. Incentive Stock Plan Supplemental Terms Applicable to the 2025 Equity Award Grant Filed herewith 10. 2 4 † # 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 10. 2 5 † # Description of Rayonier Advanced Materials Inc. 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 10. 26 † # Description of Rayonier Advanced Materials Inc. 2025 Equity Incentive Program Design Filed herewith 10. 2 7 † Rayonier Advanced Materials Inc. Non-Equity Incentive Plan, as amended effective May 23, 2016 Incorporated herein by reference to Appendix B to the Registrant’s Proxy Statement filed on April 8, 2016 10. 2 8 † Rayonier Advanced Materials Inc. Executive Severance Pay Plan, Amended and Restated effective October 21, 2019 Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed on November 7, 2019 10. 29 † Rayonier Advanced Materials Inc. Non Change In Control Executive Severance Plan Incorporated herein by reference to Exhibit 10.20 to the Registrant’s Form 10-K filed on February 26, 2016 10.3 0 † First Amendment to the Rayonier Advanced Materials Inc. 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 45 Table of Contents Exhibit No. Description Location 10. 3 1 † Trust Agreement for Rayonier Advanced Materials Inc. Legal Resources Trust, dated June 28, 2014, by and between Rayonier Advanced Materials Inc. and Wells Fargo Bank, National Association Incorporated herein by reference to Exhibit 10.23 to the Registrant’s Form 10-Q/A filed on September 4, 2014 10.3 2 † Rayonier Advanced Materials Inc. Excess Benefit Plan, effective June 27, 2014 Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Form 10-Q/A filed on September 4, 2014 10. 33 † First Amendment to Rayonier Advanced Materials Inc. Excess Benefit Plan, effective December 31, 2022 Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on November 2, 2022 10. 3 4 † Rayonier Advanced Materials Inc. Excess Savings and Deferred Compensation Plan, effective June 28, 2014 Incorporated herein by reference to Exhibit 10.25 to the Registrant’s Form 10-Q/A filed on September 4, 2014 10. 3 5 † Form of Rayonier Advanced Materials Inc. Excess Savings and Deferred Compensation Plan Agreements, effective June 28, 2014 Incorporated herein by reference to Exhibit 10.18 to the Registrant’s Form 10-K filed on February 27, 2015 10. 3 6 † Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective June 27, 2014 and Amended and Restated as of October 21, 2019 Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Form 10-Q filed on November 7, 2019 10. 3 7 † Seventh Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective December 31, 2022 Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on November 2, 2022 10. 3 8 † Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees, effective January 1, 2015 Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Form 10-K filed on February 24, 2017 10. 39 † Amendment to Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees, effective January 1, 2015 Incorporated herein by reference to Exhibit 10.25 to the Registrant’s Form 10-K filed on February 24, 2017 10.4 0 † Amendment to Rayonier Advanced Materials Inc. 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 10.4 1 † Amendment to Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees, effective January 1, 2016 Incorporated herein by reference to Exhibit 10.27 to the Registrant’s Form 10-K filed on February 24, 2017 10.4 2 † Amendment to Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees, effective October 1, 2016 Incorporated herein by reference to Exhibit 10.28 to the Registrant’s Form 10-K filed on February 24, 2017 10. 43 † Amendment to Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees, effective February 13, 2017 Incorporated herein by reference to Exhibit 10.29 to the Registrant’s Form 10-K filed on February 24, 2017 10. 4 4 † Form of Indemnification Agreement between Rayonier Advanced Materials Inc. and individual directors or officers Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Amendment No. 4 to the Registration Statement on Form 10 filed on May 29, 2014 10. 4 5 † Form of Rayonier Advanced Materials Inc. Outside Directors Compensation Program/Cash Deferral Option Agreement, effective January 1, 2020 Incorporated herein by reference to Exhibit 10.35 to the Registrant’s Form 10-K filed on March 1, 2021 10. 46 Revolving Credit Agreement, dated as of December 10, 2020, among Rayonier Advanced Materials Inc., Rayonier A.M. Products Inc., the other subsidiaries of Rayonier Advanced Materials Inc. 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 46 Table of Contents Exhibit No. Description Location 10. 4 7 Amendment No. 1 to Revolving Credit Agreement, dated as of January 17, 2023, by and among Rayonier Advanced Materials Inc., Rayonier A.M. Products, Inc., the other subsidiaries of Rayonier Advanced Materials Inc. 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 January 17, 2023 10. 48 Amendment No. 2 to Revolving Credit Agreement, dated as of July 20, 2023, among Rayonier Advanced Materials Inc., Rayonier A.M. Products Inc., the lenders and issuing banks party thereto and Bank of America, N.A. 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 10. 49 Amendment No. 3 to Revolving Credit Agreement, Amendment No. 1 to U.S. Security Agreement and Amendment No. 1 to Canadian Security Agreement, dated as of November 7, 2024, among Rayonier A.M. 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. 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 10. 50 Term Loan Credit Agreement, dated as of October 28, 2024, by and among Rayonier A.M. Products Inc., Rayonier Advanced Materials Inc., the other subsidiaries of Rayonier Advanced Materials Inc. party thereto, the lenders party thereto, and Alter Domus (US) LLC, as administrative agent and collateral agent. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on October 29, 2024 10. 5 1 #* English translation of Loan Contract, dated as of November 12, 2024, by and among Rayonier A.M. France, RYAM BioNova, the lenders party thereto, and Credit Lyonnais, as agent, ESG coordinator and ESG agent (originally executed in French) Filed herewith 10.52 #* English translation of Shareholder Pact Relative to RYAM BioNova, dated November 12, 2024, between Rayonier A.M. France, Rayonier Advanced Materials Inc. and Swen Impact Fund for Transition 3 (originally executed in French) Filed herewith 10. 5 3 # Asset Purchase Agreement by and between 9437-6001 Quebec Inc., as purchaser and GreenFirst Forest Products Inc., as Purchaser guarantor, and Rayonier A.M. Canada G.P. and Rayonier A.M. 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 10. 5 4 † Letter Agreement, dated May 28, 2022 between Rayonier Advanced Materials Inc. and De Lyle W. Bloomquist Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on May 31, 2022 19 Rayonier Advanced Materials Inc. Insider Trading Policy Filed herewith 21 Subsidiaries of the registrant Filed herewith 23.1 Consent of Grant Thornton LLP Filed herewith 24 Power of Attorney Incorporated herein by reference to the signature page of this Annual Report on Form 10-K 31.1 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 31.2 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 32 Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 47 Table of Contents Exhibit No. Description Location 97 Rayonier Advanced Materials Inc. 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 † Management contract or compensatory plan. # Certain confidential portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv). The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request. * This document is an English translation of a legally binding French document. 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. 48 Table of Contents Signatures 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. Rayonier Advanced Materials Inc. By: /s/ MARCUS J. MOELTNER Marcus J. Moeltner Chief Financial Officer and Senior Vice President, Finance Date: 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. Signature Title Date /s/ DE LYLE W. BLOOMQUIST Chief Executive Officer, President and Director March 6, 2025 De Lyle W. Bloomquist (Principal Executive Officer) /s/ MARCUS J. MOELTNER Chief Financial Officer and Senior Vice President, Finance March 6, 2025 Marcus J. Moeltner (Principal Financial Officer) /s/ GABRIELA GARCIA Chief Accounting Officer and Vice President, Corporate Controller March 6, 2025 Gabriela Garcia (Principal Accounting Officer) 49 Table of Contents Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the persons whose signatures appear below constitute and appoint Marcus J. Moeltner and R. Colby Slaughter, his/her true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution, to sign in the name of such person and in each of his/her offices and capacities with Rayonier Advanced Materials Inc., the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, together with any amendments thereto, and to file same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. 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 indicated. Signature Title Date /s/ LISA M. PALUMBO Chair January 24, 2025 Lisa M. Palumbo /s/ ERIC M. BOWEN Director January 27, 2025 Eric M. Bowen /s/ JULIE A. DILL Director January 24, 2025 Julie A. Dill /s/ CHARLES R. EGGERT Director January 26, 2025 Charles R. Eggert /s/ JAMES F. KIRSCH Director January 24, 2025 James F. Kirsch /s/ DAVID C. MARIANO Director January 24, 2025 David C. Mariano /s/ IVONA SMITH Director January 24, 2025 Ivona Smith /s/ BRYAN D. YOKLEY Director January 29, 2025 Bryan D. Yokley 50 Table of Contents Index to Financial Statements Page Management’s Report on Internal Control over Financial Reporting F- 2 Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) F- 3 Consolidated Statements of Operations F- 7 Consolidated Statements of Comprehensive Income (Loss) F- 8 Consolidated Balance Sheets F- 9 Consolidated Statements of Stockholders' Equity F- 10 Consolidated Statements of Cash Flows F- 11 Notes to Financial Statements F- 13 Index to Financial Statement Schedules Schedule II - Valuation and Qualifying Accounts F- 53 All other financial statement schedules are omitted because they are not applicable or the required information is otherwise supplied in the Financial Statements or the notes thereto. F-1 Table of Contents Management’s Report on Internal Control over Financial Reporting The management of Rayonier Advanced Materials Inc. and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of the inherent limitations of internal control over financial reporting, misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 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. 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. Grant Thornton LLP, the independent registered public accounting firm that audited the Company’s Financial Statements, has audited and issued a report on the Company’s internal control over financial reporting as of December 31, 2024. The report appears on page F- 6 of this 2024 Form 10-K. F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Rayonier Advanced Materials Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Rayonier Advanced Materials Inc. (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. 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. 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. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Accruals for environmental liabilities 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. 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. In addition to the estimated liabilities recorded, the Company is subject to the risk of reasonably possible additional liabilities in excess of the established liabilities due to potential changes in circumstances and future events. The Company estimates this exposure could range up to approximately $87 million in addition to the liabilities recorded and has disclosed this exposure in Note 11. We identified the accruals for environmental liabilities as a critical audit matter. 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. The estimate, which involves assumptions such as the nature and extent of contamination at each F-3 Table of Contents 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. We evaluated the design and tested the operating effectiveness of relevant controls over the Company’s estimation process and accounting for the accruals, and the completeness and accuracy of the underlying data used in the reserve estimates as well as the related consolidated financial statement disclosures. We performed a public domain search to determine whether the sites being accounted for by the Company are complete and whether all information from regulators is being considered in the estimation process. We engaged an environmental specialist to assist us in evaluating the appropriateness of the Company’s remediation plans and the reasonableness of management’s estimates in relation to the regulatory requirements and to review the estimated costs used by the Company, including consideration of information available from external data from other sources. With the support of our environmental specialist, we evaluated the competency of the specialist used by the Company in addition to whether the method, models, and assumptions utilized in estimating the reserve balances were appropriate based on testing of engineering studies and historical experience and evaluated the sufficiency of the Company’s disclosures. Impairment of long-lived assets 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. 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. 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. Our audit procedures related to the impairment analysis included the following, among others. We evaluated the design and tested the operating effectiveness of the key controls over the Company’s determination of triggering events and the key assumptions underlying the fair value determination and the completeness and accuracy of the data used in the determination of the fair value. We evaluated the reasonableness of the key assumptions used in management’s cash flow forecast by comparing them to historical amounts and current industry and economic trends. We evaluated the reasonableness of management’s assessment of future market prices of the revenue-generating commodity and cellulose specialties products and future input costs necessary for operations by comparing these amounts against available forward market pricing data and historical amounts. Additionally, we performed sensitivity analyses around certain cost of sales assumptions underlying management’s fair value assessment. We assessed the qualifications and competence of management and its valuation professional primarily responsible with the determination of the fair value of the long-lived assets. 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. Realizability of deferred tax assets 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. 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. 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. The Company assesses the need for a valuation allowance by evaluating both the positive and negative evidence that may exist. We identified the realizability of deferred tax assets in Canada as a critical audit matter. F-4 Table of Contents 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. Our audit procedures related to the realizability of deferred tax assets included the following, among others. 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. 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. Additionally, we performed sensitivity analyses around the assessment. 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 We have served as the Company’s auditor since 2016. Jacksonville, Florida March 6, 2025 F-5 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Rayonier Advanced Materials Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Rayonier Advanced Materials Inc. (a Delaware corporation) and subsidiaries (the “Company”) 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”). 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. 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Jacksonville, Florida March 6, 2025 F-6 Table of Contents Rayonier Advanced Materials Inc. Consolidated Statements of Operations (in thousands, except per share amounts) Year Ended December 31, 2024 2023 2022 Net sales $ 1,630,308 $ 1,643,330 $ 1,717,267 Cost of sales ( 1,464,726 ) ( 1,555,176 ) ( 1,594,184 ) Gross margin 165,582 88,154 123,083 Selling, general and administrative expense ( 92,258 ) ( 75,712 ) ( 91,475 ) Foreign exchange gain (loss) 7,429 ( 2,999 ) 4,726 Asset impairment (Notes 3 and 8) ( 25,169 ) ( 62,300 ) — Indefinite suspension charges (Note 2) ( 16,630 ) — — Other operating income (expense), net (Note 19) 527 ( 12,407 ) ( 10,199 ) Operating income (loss) 39,481 ( 65,264 ) 26,135 Interest expense ( 85,715 ) ( 73,810 ) ( 66,183 ) Components of pension and OPEB, excluding service costs (Note 18) 2,924 98 4,960 Gain on GreenFirst equity securities (Note 4) — — 5,197 Debt refinancing charges ( 10,195 ) 361 651 Other income, net 4,305 6,141 5,418 Loss from continuing operations before income tax ( 49,200 ) ( 132,474 ) ( 23,822 ) Income tax (expense) benefit (Note 20) 8,928 32,311 ( 902 ) Equity in loss of equity method investment ( 1,652 ) ( 1,984 ) ( 2,653 ) Loss from continuing operations ( 41,924 ) ( 102,147 ) ( 27,377 ) Income from discontinued operations, net of tax (Note 4) 3,217 312 12,458 Net loss ( 38,707 ) ( 101,835 ) ( 14,919 ) Net income attributable to redeemable noncontrolling interest (Note 2) 37 — — Net loss attributable to RYAM $ ( 38,744 ) $ ( 101,835 ) $ ( 14,919 ) Basic and Diluted earnings per common share (Note 16) Loss from continuing operations $ ( 0.64 ) $ ( 1.57 ) $ ( 0.42 ) Income from discontinued operations 0.05 — 0.19 Net loss per common share $ ( 0.59 ) $ ( 1.57 ) $ ( 0.23 ) See Notes to Consolidated Financial Statements. F-7 Table of Contents Rayonier Advanced Materials Inc. Consolidated Statements of Comprehensive Income (Loss) (in thousands) Year Ended December 31, 2024 2023 2022 Net loss $ ( 38,707 ) $ ( 101,835 ) $ ( 14,919 ) Other comprehensive income, net of tax (Note 15) Foreign currency translation adjustment ( 12,380 ) 7,530 ( 12,763 ) Unrealized gain on derivative instruments 151 194 280 Net gain on employee benefit plans 12,477 10,157 33,155 Total other comprehensive income 248 17,881 20,672 Comprehensive income (loss) ( 38,459 ) ( 83,954 ) 5,753 Comprehensive income attributable to redeemable noncontrolling interest 37 — — Comprehensive income (loss) attributable to RYAM $ ( 38,496 ) $ ( 83,954 ) $ 5,753 See Notes to Consolidated Financial Statements. F-8 Table of Contents Rayonier Advanced Materials Inc. Consolidated Balance Sheets (in thousands, except share amounts) December 31, 2024 2023 Assets Current assets Cash and cash equivalents $ 125,222 $ 75,768 Accounts receivable, net (Note 6) 213,972 197,457 Inventory (Note 7) 208,003 207,474 Income tax receivable (Note 20) 2,637 19,455 Prepaid and other current assets 51,127 74,904 Total current assets 600,961 575,058 Property, plant and equipment, net (Note 8) 1,018,583 1,075,105 Deferred tax assets (Note 20) 349,500 345,181 Intangible assets, net (Note 2) 10,404 17,414 Other assets 150,209 169,942 Total assets $ 2,129,657 $ 2,182,700 Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity Current liabilities Accounts payable $ 196,249 $ 186,226 Accrued and other current liabilities (Note 9) 170,785 154,488 Debt due within one year (Note 10) 23,379 25,283 Current environmental liabilities (Note 11) 9,749 9,833 Total current liabilities 400,162 375,830 Long-term debt (Note 10) 706,444 752,174 Non-current environmental liabilities (Note 11) 160,466 160,458 Pension and other postretirement benefits (Note 18) 77,239 101,493 Deferred tax liabilities (Note 20) 13,685 15,190 Other liabilities 47,273 31,108 Commitments and contingencies (Note 22) Redeemable noncontrolling interest (Note 2) 10,503 — Stockholders’ equity (Note 14) Common stock: 140,000,000 shares authorized at $ 0.01 par value, 65,966,881 and 65,393,014 issued and outstanding, respectively 660 654 Additional paid-in capital 425,303 419,122 Retained earnings 333,591 372,588 Accumulated other comprehensive loss (Note 15) ( 45,669 ) ( 45,917 ) Total stockholders’ equity 713,885 746,447 Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 2,129,657 $ 2,182,700 See Notes to Consolidated Financial Statements. F-9 Table of Contents Rayonier Advanced Materials Inc. Consolidated Statements of Stockholders’ Equity (in thousands, except share data) Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Shares Par Value Balance at December 31, 2021 63,738,409 $ 637 $ 408,834 $ 489,342 $ ( 84,470 ) $ 814,343 Net loss attributable to RYAM — — — ( 14,919 ) — ( 14,919 ) Other comprehensive income, net of tax — — — — 20,672 20,672 Issuance of common stock under incentive stock plans 360,495 4 ( 4 ) — — — Stock-based compensation — — 9,650 — — 9,650 Repurchase of common stock (a) ( 78,143 ) ( 1 ) ( 432 ) — — ( 433 ) Balance at December 31, 2022 64,020,761 640 418,048 474,423 ( 63,798 ) 829,313 Net loss attributable to RYAM — — — ( 101,835 ) — ( 101,835 ) Other comprehensive income, net of tax — — — — 17,881 17,881 Issuance of common stock under incentive stock plans 2,032,375 20 ( 20 ) — — — Stock-based compensation — — 6,507 — — 6,507 Repurchase of common stock (a) ( 660,122 ) ( 6 ) ( 5,413 ) — — ( 5,419 ) Balance at December 31, 2023 65,393,014 654 419,122 372,588 ( 45,917 ) 746,447 Net loss attributable to RYAM — — — ( 38,744 ) — ( 38,744 ) Other comprehensive income, net of tax — — — — 248 248 Issuance of common stock under incentive stock plans 730,937 7 ( 7 ) — — — Stock-based compensation — — 7,101 — — 7,101 Repurchase of common stock (a) ( 157,070 ) ( 1 ) ( 913 ) — — ( 914 ) 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 (a) Repurchased to satisfy tax withholding requirements related to the issuance of stock under the Company’s incentive stock plans . See Notes to Consolidated Financial Statements. F-10 Table of Contents Rayonier Advanced Materials Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2024 2023 2022 Operating activities Net loss $ ( 38,707 ) $ ( 101,835 ) $ ( 14,919 ) Adjustments to reconcile net loss to cash provided by operating activities: Income from discontinued operations ( 3,217 ) ( 312 ) ( 12,458 ) Depreciation and amortization 137,173 139,983 134,576 Asset impairment 25,169 62,300 — Stock-based compensation expense 7,101 6,507 9,650 Amortization of debt discount and issuance costs 8,559 6,050 4,033 Deferred income tax benefit ( 9,606 ) ( 27,713 ) ( 3,948 ) Increase in environmental liabilities 6,417 4,764 4,595 Gain on GreenFirst equity securities — — ( 5,197 ) (Gain) loss on debt extinguishment 4,363 ( 361 ) ( 651 ) 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 Changes in operating assets and liabilities: Accounts receivable ( 24,392 ) 19,979 ( 33,824 ) Inventories ( 2,134 ) 58,949 ( 35,113 ) Income tax receivable 19,859 ( 7,137 ) 19,795 Accounts payable 8,068 13,757 ( 8,266 ) Accrued and other current liabilities 20,505 ( 12,219 ) 27,909 Duty refund rights 40,111 ( 1,946 ) ( 17,760 ) Other 20,315 ( 13,783 ) 9,401 Contributions to pension and other postretirement plans ( 8,514 ) ( 11,533 ) ( 7,915 ) Expenditures for environmental liabilities ( 5,905 ) ( 5,385 ) ( 4,461 ) Cash provided by operating activities 203,610 136,274 68,813 Investing activities Capital expenditures, net of proceeds ( 107,944 ) ( 127,670 ) ( 138,223 ) Investment in equity method investment — ( 780 ) ( 379 ) Cash used in investing activities-continuing operations ( 107,944 ) ( 128,450 ) ( 138,602 ) Cash provided by investing activities-discontinued operations — 1,169 44,428 Cash used in investing activities ( 107,944 ) ( 127,281 ) ( 94,174 ) Financing activities Borrowings of long-term debt 672,200 465,030 5,721 Repayments of long-term debt ( 701,885 ) ( 537,845 ) ( 75,250 ) Short-term financing, net ( 2,740 ) 1,369 ( 3,153 ) Debt issuance costs ( 23,790 ) ( 10,082 ) — Repurchase of common stock ( 914 ) ( 5,419 ) ( 433 ) Contribution from redeemable noncontrolling interest 15,843 — — Preferred equity issuance costs ( 1,192 ) — — Cash used in financing activities ( 42,478 ) ( 86,947 ) ( 73,115 ) Net increase (decrease) in cash and cash equivalents 53,188 ( 77,954 ) ( 98,476 ) Net effect of foreign exchange on cash and cash equivalents ( 3,734 ) 1,919 ( 3,028 ) Balance, beginning of period 75,768 151,803 253,307 Balance, end of period $ 125,222 $ 75,768 $ 151,803 F-11 Table of Contents Year Ended December 31, 2024 2023 2022 Supplemental cash flow information: Interest paid $ ( 95,050 ) $ ( 51,017 ) $ ( 58,053 ) Income taxes refunded (paid), net 19,003 ( 7,239 ) 15,200 Capital assets purchased on account 39,163 37,363 29,726 See Notes to Consolidated Financial Statements. F-12 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 1. Nature of Operations and Basis of Presentation Nature of Operations 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. High Purity Cellulose The Company, through its four production facilities located in the U.S., Canada and France, manufactures and markets high purity cellulose, which is sold as either cellulose specialties or commodity products. Cellulose specialties are primarily used in dissolving chemical applications that require a highly purified form of cellulose. Commodity products are used for absorbent materials and viscose applications. Absorbent materials, typically referred to as fluff, are used as an absorbent medium in consumer products. Commodity viscose is a raw material required for the manufacture of viscose staple fibers which are used in woven and non-woven applications. The Company’s specialized assets also produce bioelectricity and biomaterials, including biofuels, lignin and tall oil soap. Sales of chemicals and energy, by-products of the manufacturing process, are also included in the High Purity Cellulose operating segment. Paperboard 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 The Company manufactures and markets bulky high-yield pulp through its production facility in Canada. 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. Redeemable noncontrolling interests held in certain of the Company’s consolidated entities are reported as temporary equity in the consolidated balance sheets. 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. 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. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and disclosures of contingent assets and liabilities. Because of the inherent uncertainties in using estimates, actual results could differ from those expected as of the reporting date. Management believes that the estimates and assumptions used are reasonable. The Company’s fiscal year end is the last day of the calendar year. For interim reporting periods, the Company uses the last Saturday of the fiscal quarter. Discontinued Operations As a result of the sale of its lumber and newsprint assets in August 2021, the Company presents the results for those operations and any associated impacts as discontinued operations. Unless otherwise stated, information in these notes to consolidated financial statements relates to continuing operations. See Note 4—Discontinued Operations for further information. F-13 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Altamaha Green Energy LLC The Company is involved with AGE, under a preliminary joint venture agreement with Beasley Green Power, LLC. AGE aims to construct a biomass boiler and turbine to produce and sell green electricity to Georgia Power Company. 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. 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. The amounts expensed by the Company have been recorded as general and administrative expenses. 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 In February and March 2025, the U.S. 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. 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. 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. 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: Cellulose Specialties, Cellulose Commodities and a new Biomaterials business. No changes were made to the composition of the Paperboard and High-Yield Pulp operating segments. 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. 2. Significant Accounting Policies and Recent Accounting Developments Significant Accounting Policies Translation of Foreign Currency Assets and liabilities of consolidated subsidiaries whose functional currency is other than the USD are translated into USD using currency exchange rates at the balance sheet date. Revenues and expenses are translated using the average currency exchange rates during the period. Foreign currency translation gains and losses are reported as a component of AOCI. Realized and unrealized gains and losses resulting from foreign currency transactions are included in operating results as incurred. Cash and Cash Equivalents 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 Trade accounts receivable are stated at the net amount expected to be collected. All customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company maintains an allowance for expected credit losses resulting from the inability of its customers to make required payments. 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. Write-offs are recorded when a customer receivable is deemed uncollectible and collection efforts have been exhausted. F-14 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Inventory 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. 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. 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. Inventory costs include material, labor and manufacturing overhead. The need for a provision for estimated losses from obsolete, excess or slow-moving inventories is reviewed periodically. Property, Plant and Equipment Depreciation Property, plant and equipment are recorded at cost, including applicable freight, interest, construction and installation costs. High purity cellulose, paperboard and high-yield pulp production-related plant and equipment are depreciated using the units-of-production method. The total units of production used to calculate depreciation expense is determined by factoring annual production days, based on normal production conditions, by the economic useful life of the asset involved. Production-related assets under finance leases are depreciated using the straight-line method over the related lease term. The Company depreciates its non-production assets, including office, lab and transportation equipment, using the straight-line depreciation method over 3 to 25 years. Buildings and land improvements are depreciated using the straight-line method over 15 to 35 years and 5 to 30 years, respectively. Impairment Long-lived assets are reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Property, plant and equipment are primarily grouped at the combined plant level, the lowest level for which independent cash flows are identifiable. Recoverability of assets that are held and used is measured by net undiscounted cash flows expected to be generated by the asset. 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. 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. 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. See Note 8—Property, Plant and Equipment, Net for further information. Asset Retirement Obligations The Company is obligated to close out its operating sites’ landfills in accordance with certain legal requirements and records a liability for these obligations when the fair value can be reasonably estimated. In connection with these obligations, asset retirement liabilities are initially estimated and recorded based on discounted expected cash flows with a corresponding asset, capitalized as part of the related long-lived asset. Initial cost estimates are updated whenever events and circumstances indicate a new estimate is more appropriate. The asset is depreciated on a straight-line basis over the remaining useful life of the related asset. Accretion expense in connection with the discounted liability is also recognized over the same period. 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. During 2024, new obligations incurred were immaterial and no obligations were settled. Accretion expense was immaterial during the years ended December 31, 2024 and 2022 and was $ 1 million during 2023. F-15 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Capitalized Software The Company capitalizes certain costs in connection with obtaining software for internal use. 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. Accumulated amortization was $ 22 million and $ 23 million at December 31, 2024 and 2023, respectively. Amortization expense for capitalized software is recorded in “cost of sales” and “selling, general and administrative expense” in the consolidated statements of operations and totaled $ 5 million, $ 4 million and $ 4 million for the years ended December 31, 2024, 2023 and 2022, respectively. Maintenance Costs The Company performs scheduled inspections and major repairs and maintenance of plant machinery and equipment at the Company’s manufacturing facilities during a full plant shutdown. Costs associated with these planned outage periods are referred to as shutdown costs and are incurred to ensure the long-term reliability and safety of the manufacturing operations. Major maintenance shutdown costs are accounted for by the deferral method, under which expenditures related to shutdown are capitalized when incurred and amortized to production cost on a straight-line basis over the period benefited or the period of time until the next scheduled major maintenance shutdown, which generally ranges from one year to 18 months. Shutdown costs are classified as operating activities in the consolidated statements of cash flows. As of December 31, 2024 and 2023, the Company had $ 14 million and $ 34 million, respectively, in deferred major maintenance shutdown costs recorded in “prepaid and other current assets” in the consolidated balance sheets. Emissions Allowances 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. 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. Income or expense from the sale or purchase of emission allowances are recognized within “cost of sales” in the consolidated statements of operations. 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. Research and Development Expense 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. R&D expense was $ 5 million, $ 6 million and $ 7 million for the years ended December 31, 2024, 2023 and 2022, respectively. Intangible Assets The Company has definite-life intangible assets that it acquired through a business combination. The definite-life intangible assets consist of customer lists and trade names and are amortized over their estimated useful lives for periods generally ranging from 8 to 15 years. The Company evaluates the recoverability of its definite-life intangible assets by comparing the net carrying value of the asset group to the undiscounted net cash flows expected to be generated from the use and eventual disposition of that asset group when events or changes in circumstances indicate that its carrying amount may not be recoverable. 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. F-16 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) The Company’s definite-lived intangible assets were as follows: December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Customer lists $ 51,680 $ ( 45,783 ) $ 5,897 0.9 years Trade names 8,604 ( 4,097 ) 4,507 7.9 years Total definite-lived intangibles $ 60,284 $ ( 49,880 ) $ 10,404 3.9 years December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Customer lists $ 51,680 $ ( 39,348 ) $ 12,332 1.9 years Trade names 8,604 ( 3,522 ) 5,082 8.9 years Total definite-lived intangibles $ 60,284 $ ( 42,870 ) $ 17,414 4.0 years Total amortization expense related to definite-lived intangible assets was $ 7 million for each of the years ended December 31, 2024, 2023 and 2022. Estimated future amortization expense related to intangible assets held as of December 31, 2024 was as follows: 2025 $ 6,473 2026 575 2027 575 2028 575 2029 575 Thereafter 1,631 Total $ 10,404 Equity Method Investments Anomera, Inc . The Company is an investor in Anomera, a Canadian start-up corporation headquartered in Montreal, Quebec. Anomera manufactures CNC, a patented, biodegradable product, with uses in the cosmetics industry and various other industrial applications, including concrete, inks and pigments, polymer composites, coatings and adhesives industries. Anomera has a product development lab in Mississauga, Ontario and a production facility on the Company’s Temiscaming site that was constructed during 2021. 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. There are no financing agreements at Anomera for which the Company is liable. The Company has a 44 percent voting interest in Anomera and is able to exercise significant influence, but not control, as it does not have the ability to direct the decisions that most significantly impact its economic performance. The Company has evaluated this investment and has concluded it is not a variable interest entity. The Company accounts for this investment under the equity method of accounting and records its share of net earnings and losses on the investment in “equity in loss of equity method investment” in the consolidated statements of operations. During the years ended December 31, 2024, 2023 and 2022, the Company recorded losses of $ 2 million, $ 2 million and $ 3 million, respectively, on its equity investment in Anomera. LignoTech Florida LLC The Company holds a 45 percent interest in LTF, a joint venture accounted for under the equity method of accounting. Borregaard ASA, a public company in Norway traded on the Oslo Exchange, owns the remaining 55 percent interest. 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. F-17 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (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. 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. During the years ended December 31, 2024 and 2022, the Company recorded income of $ 2 million and a loss of $ 3 million, respectively. During the year ended December 31, 2023, the Company recorded immaterial income on its investment in LTF. 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. Redeemable Noncontrolling Interest 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. 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. Subsequent funding is contingent on the achievement of project milestones expected during 2025. 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. Dividend distributions are subject to certain conditions set forth in the shareholder agreement. 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. The preferred shares are not deemed mandatorily redeemable and therefore have been classified as temporary equity. The call option may be exercised at the Company’s discretion as follows: • Between January 1, 2028 (inclusive) and December 31, 2031 (inclusive). • If not exercised during the above period, it becomes exercisable again between January 1, 2033 (inclusive) and December 31, 2034 (inclusive). The put option may be exercised at SWEN’s discretion as follows: • 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. • At any time in the event of a change of control. • Between January 1, 2032 (inclusive) and December 31, 2032 (inclusive), if the call option was not exercised. • Between January 1, 2035 (inclusive) and December 31, 2035 (inclusive), if the call option was still not exercised. Both options have an exercise price that ensures achievement of both an internal rate of return of 16 percent and a 2 x multiple. 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. See Note 13—Fair Value Measurements for further information on the fair value measurements of the put option. The value of SWEN’s redeemable noncontrolling interest is accreted to its estimated redemption value at each period end using the interest method. It is reflected in temporary equity at the current redemption value less the current carrying fair value amount of the bifurcated put option. F-18 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) The following table presents a reconciliation of the changes in the redeemable noncontrolling interest balance: Redeemable Noncontrolling Interest Balance at December 31, 2023 $ — Cash contribution from redeemable noncontrolling interest 15,843 Bifurcation of put option ( 4,196 ) Equity issuance costs ( 1,192 ) Foreign exchange adjustment ( 242 ) Adjustment to redemption value 253 Net income attributable to redeemable noncontrolling interest 37 Balance at December 31, 2024 $ 10,503 Results attributable to RYAM, after attribution to the redeemable noncontrolling interest, were as follows: Year Ended December 31, 2024 Loss from continuing operations attributable to RYAM $ ( 41,961 ) Income from discontinued operations attributable to RYAM 3,217 Net loss attributable to RYAM $ ( 38,744 ) Revenue Recognition and Measurement Revenue is recognized when the performance obligations under a customer contract are satisfied. The Company’s customer contracts have a single performance obligation to transfer products. Accordingly, revenue is recognized when control has been transferred to the customer. Generally, control passes upon delivery to a location in accordance with the terms and conditions of the sale. Changes in customer contract terms and conditions, as well as the timing of orders and shipments, may impact the timing of revenue recognition. 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. 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. 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. 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. The Company did not have any material contract assets or contract liabilities as of December 31, 2024 or 2023. F-19 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Environmental Costs The Company has established liabilities to assess, remediate, maintain and monitor sites related to disposed operations from which no current or future benefit is discernible. These obligations are established based on projected spending over the next 20 years and require significant estimates to determine the proper amount at any point in time. The projected period, from 2025 through 2045, reflects the time during which potential future costs are both estimable and probable. As new information becomes available, these cost estimates are updated and the recorded liabilities are adjusted appropriately. Environmental liabilities are accounted for on an undiscounted basis and are reflected in “current environmental liabilities” and “non-current environmental liabilities” in the consolidated balance sheets. Employee Benefit Plans 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. 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. The service cost component of net periodic benefit cost is presented in “cost of sales” and “selling, general and administrative expense,” which correlates with the related employee compensation costs arising from services rendered during the period. Only the service cost component of the net periodic benefit cost is eligible for capitalization. Changes in the funded status of the Company’s plans are recorded through comprehensive income in the year in which the changes occur. Actuarial gains and losses, which occur when actual experience differs from actuarial assumptions, are reflected net of taxes in stockholders’ equity. If actuarial gains and losses exceed ten percent of the greater of plan assets or plan liabilities, the Company amortizes them over the average future service period. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement asset and liability carrying amounts and their respective tax bases, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured pursuant to tax laws using rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce the carrying amounts of its DTAs if it is more likely than not that such DTAs will not be realized, with the exception of DTAs for suspended U.S. interest deductions, which do not have a full valuation allowance in accordance with specific AICPA guidance. See Note 20—Income Taxes for further information. The Company’s income tax returns are subject to audit by U.S. federal and state taxing authorities as well as foreign jurisdictions, including Canada and France. In evaluating the tax benefits associated with various tax filing positions, the Company records a tax benefit for an uncertain tax position if it is more likely than not to be realized upon ultimate settlement of the issue. The Company records a liability or an offset to the corresponding DTA for any uncertain tax position that does not meet this criterion. The Company adjusts its liabilities for unrecognized tax benefits in the period in which it is determined the issue is settled with the taxing authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when new information becomes available. Interest expense and penalties, if applicable, related to unrecognized tax benefits are recorded in “income tax (expense) benefit” in the consolidated statements of operations. Recent Accounting Developments Accounting Standards Updates Implemented The Company adopted, for this 2024 Form 10-K, ASU 2023-07 “Segment Reporting (Topic 280): 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. The Company applied the ASU retrospectively to all prior periods presented. See Note 21—Segment and Geographical Information for the new disclosures required by this ASU. The adoption of this ASU had no impact to the Company’s consolidated financial statements. F-20 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Accounting Standards Updates Not Yet Implemented In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): 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. 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. 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): Improvements to Income Tax Disclosures,” which requires enhanced income tax disclosures, primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 should be applied on a prospective basis and is effective for annual periods beginning after December 15, 2024. Early adoption and retrospective application are permitted. The Company is currently evaluating the impact of this standard on its disclosures, with no impact expected to its consolidated financial statements. In August 2023, the FASB issued ASU 2023-05 “Business Combinations—Joint Venture Formations (Subtopic 805-60): 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. This ASU should be applied on a prospective basis to all joint ventures with a formation date on or after January 1, 2025. 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. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. 3. Indefinite Suspension of Operations In July 2024, the Company indefinitely suspended operations at its Temiscaming High Purity Cellulose plant. 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. 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. Suspension of operations activities began in July 2024 and were mostly completed by the end of the fourth quarter. In connection with the indefinite suspension of operations, the Company has incurred one-time operating charges of $ 17 million. Remaining one-time charges to be incurred in 2025 are not expected to be material. 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. 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. Determining the fair value of an asset group is judgmental in nature and involves the use of significant estimates and assumptions. 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. See Note 13—Fair Value Measurements for further information on the fair value measurement of the Temiscaming plant asset group. The following table presents the accrued liability balance activity related to the indefinite suspension during the year ended December 31, 2024: Mothballing Costs Severance and Other Employee Costs Total Balance at December 31, 2023 $ — $ — $ — Charges incurred (a) 5,710 5,403 11,113 Payments ( 4,733 ) ( 393 ) ( 5,126 ) Balance at December 31, 2024 $ 977 $ 5,010 $ 5,987 (a) Excludes non-cash items. See below. F-21 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) The following table presents total indefinite suspension charges incurred by cost type: Year Ended December 31, 2024 Mothballing costs $ 5,710 Severance and other employee costs 6,133 Loss on asset disposal 975 Other suspension costs 3,812 Indefinite suspension charges (a) $ 16,630 (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. See Note 18—Employee Benefit Plans for further information regarding the loss on pension curtailment charges. The above costs were charged to the High Purity Cellulose operating segment in “indefinite suspension charges” in the consolidated statements of operations. 4. Discontinued Operations 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. 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. GreenFirst reimbursed costs incurred by the Company in connection with the TSA. 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. 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. 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. 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. 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. The Company recorded pre-tax gains of $ 2 million and $ 16 million related to these reviews during 2023 and 2022, respectively. 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. The Company recorded a pre-tax loss of $ 1 million on the sale. During the second quarter of 2024, the Company recognized pre-tax income of $ 5 million related to CEWS benefit claims deferred since 2021. See Note 9—Accrued and Other Current Liabilities for further information. 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. 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. 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. F-22 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Income from discontinued operations was comprised of the following: Year Ended December 31, 2024 2023 2022 Net sales $ — $ — $ — Cost of sales — — 155 Gross margin — — 155 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 Interest expense (a) — — ( 13 ) Income from discontinued operations before income tax 4,377 424 16,950 Income tax expense (b) ( 1,160 ) ( 112 ) ( 4,492 ) Income from discontinued operations, net of tax $ 3,217 $ 312 $ 12,458 (a) Allocated based on the total portion of debt not attributable to other operations repaid as a result of the transaction. (b) The tax rate used differed from the U.S. statutory rate, as discontinued operations were taxed exclusively at the Canadian blended rate of 26.5 percent for all periods presented. 5. Leases 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. 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. 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. The Company uses its incremental borrowing rate in determining the present value of lease payments unless the lease provides an implicit or explicit interest rate. Financial and other information related to the Company’s operating and finance leases follow: Year Ended December 31, 2024 2023 2022 Operating lease cost $ 8,584 $ 7,441 $ 7,751 Finance lease cost Amortization of ROU assets 434 405 377 Interest 81 110 138 Total lease cost $ 9,099 $ 7,956 $ 8,266 F-23 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) December 31, Balance Sheet Location 2024 2023 Operating leases (a) ROU assets Other assets $ 31,112 $ 17,475 Lease liabilities, current Accrued and other current liabilities 7,604 4,499 Lease liabilities, non-current Other liabilities 24,035 14,666 Finance leases ROU assets Property, plant and equipment, net 709 1,078 Lease liabilities Long-term debt 921 1,355 (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, 2024 2023 2022 Operating cash flows - cash paid for amounts included in the measurement of operating lease liabilities $ 8,590 $ 6,996 $ 7,694 Operating lease ROU assets obtained in exchange for lease liabilities 20,134 7,676 2,975 Finance lease cash flows were immaterial during the years ended December 31, 2024, 2023 and 2022. December 31, 2024 2023 Operating leases Weighted average remaining lease term (in years) 4.6 5.5 Weighted average discount rate 8.2 % 8.3 % Finance leases Weighted average remaining lease term (in years) 1.8 2.8 Weighted average discount rate 7.0 % 7.0 % Operating lease maturities as of December 31, 2024 were as follows: 2025 $ 9,824 2026 9,121 2029 7,780 2028 6,266 2029 2,274 Thereafter 3,250 Total minimum lease payments 38,515 Less: imputed interest ( 6,876 ) Present value of future minimum lease payments $ 31,639 F-24 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 6. Accounts Receivable, Net Accounts receivable, net included the following: December 31, 2024 2023 Accounts receivable, trade $ 191,091 $ 166,137 Accounts receivable, other (a) 23,938 31,973 Allowance for credit loss ( 1,057 ) ( 653 ) Accounts receivable, net $ 213,972 $ 197,457 (a) Consists primarily of value-added/consumption taxes, grants receivable and accrued billings due from government agencies. 7. Inventory Inventory included the following: December 31, 2024 2023 Finished goods $ 156,407 $ 147,930 Work-in-progress 5,034 6,987 Raw materials 40,234 46,120 Manufacturing and maintenance supplies 6,328 6,437 Inventory $ 208,003 $ 207,474 8. Property, Plant and Equipment, Net Property, plant and equipment, net included the following: December 31, 2024 2023 Land and land improvements $ 41,430 $ 35,837 Buildings 254,127 251,196 Machinery and equipment 2,539,114 2,501,882 Other 4,985 4,929 Construction in progress 70,526 78,790 Property, plant and equipment 2,910,182 2,872,634 Accumulated depreciation ( 1,891,599 ) ( 1,797,529 ) Property, plant and equipment, net $ 1,018,583 $ 1,075,105 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. 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. Asset Impairments Indefinite Suspension of Operations 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. See Note 3—Indefinite Suspension of Operations for further information. F-25 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Asset Realignment 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. 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. 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. 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. See Note 13—Fair Value Measurements for further information on the fair value measurement of the Temiscaming plant asset groups. 9. Accrued and Other Current Liabilities Accrued and other current liabilities included the following: December 31, 2024 2023 Accrued customer incentives $ 52,153 $ 30,036 Accrued payroll and benefits 19,465 13,552 Accrued interest 12,674 32,256 Accrued income taxes 4,445 4,605 Accrued property and other taxes 6,265 2,547 Deferred revenue (a) 11,128 24,061 Other current liabilities (b) 64,655 47,431 Accrued and other current liabilities $ 170,785 $ 154,488 (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. 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. F-26 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 10. Debt and Finance Leases Debt and finance leases included the following: December 31, 2024 2023 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 $ — $ — Term Loan due October 2029: bearing interest of 11.52 % ( 4.52 % three-month Term SOFR plus 7.00 % margin) at December 31, 2024 700,000 — Term Loan due July 2027 — 250,000 7.625 % Senior Secured Notes due January 2026 — 464,640 5.50 % CAD-based term loan due April 2028 21,184 30,479 BioNova debt (a) 21,120 11,058 Other loans (b) 32,536 33,696 Short-term factoring facility 2,304 5,292 Finance lease obligations 921 1,355 Total principal payments due 778,065 796,520 Less: unamortized premium, discount and issuance costs ( 48,242 ) ( 19,063 ) Total debt 729,823 777,457 Less: debt due within one year ( 23,379 ) ( 25,283 ) Long-term debt $ 706,444 $ 752,174 (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. (b) Consist of loans for energy projects in France. Future debt and finance lease payments as of December 31, 2024 included: Finance Lease Minimum Lease Payments Interest Net Present Value Debt Principal Payments 2025 $ 515 $ 50 $ 465 $ 22,913 2026 472 16 456 20,771 2027 — — — 19,419 2028 — — — 17,647 2029 — — — 680,058 Thereafter — — — 16,336 Total debt and finance lease payments due $ 987 $ 66 $ 921 $ 777,144 ABL Credit Facility 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. 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. 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. The ABL Credit Facility is secured by certain U.S. 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. The Company is subject to cash dominion if net availability falls below a certain threshold, currently $ 26 million. F-27 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 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. 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. 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. 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. BioNova Term Loan 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. The Company incurred issuance costs of $ 1 million related to the agreement, which were recorded to “other assets” in the consolidated balance sheets. 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. Drawdowns may be made until the second anniversary of the credit agreement, at which time any unused amounts will be canceled. At December 31, 2024, there were no borrowings outstanding under the BioNova Term Loan. 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. 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. Tranche B requires a single balloon repayment at its maturity in November 2032. 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. 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. 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. 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. France SAS. 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. At December 31, 2024, the Company was in compliance with all covenants under the BioNova Term Loan. 2029 Term Loan 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. 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. F-28 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 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. 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. 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. Other transaction fees of $ 6 million were recorded to “debt refinancing charges” in the consolidated statements of operations. 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. The initial applicable margin may fluctuate by 0.5 percent based on the Company’s net secured leverage ratio. If net secured leverage is below 2.5 times covenant EBITDA, the applicable margin decreases to 6.5 percent. If net secured leverage exceeds 3.5 times covenant EBITDA, the applicable margin increases to 7.5 percent. 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. For the first 18 months, prepayment of the loan is subject to a make-whole premium. For the following six months, prepayment is subject to a 2.0 percent premium. In the third year, prepayment is subject to a 1.0 percent premium. After 3 years, the loan is prepayable at par . 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. The Company will be required to maintain a consolidated net secured leverage ratio, based on covenant EBITDA, as follows: • 5.00 to 1.00 for the fourth quarter of 2024 through fiscal year 2025; • 4.75 to 1.00 for fiscal year 2026; and • 4.50 to 1.00 for each fiscal year thereafter. 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. The 2029 Term Loan is secured with a lien against substantially all of the assets of the Company and its domestic and Canadian subsidiaries. At December 31, 2024, the Company was in compliance with all covenants under the 2029 Term Loan. 2027 Term Loan 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. 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. The net proceeds, together with cash on hand, were used to redeem the 2024 Notes and pay related transaction costs. 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. 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. F-29 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 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. 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. At the time of the redemption, the Company was in compliance with all covenants under the 2027 Term Loan. Senior Notes 2026 Notes In December 2020, the Company issued $ 500 million aggregate principal amount of 7.625 percent senior secured notes due January 2026. 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. A loss on extinguishment of $ 4 million related to the redemption was recorded to “debt refinancing charges” in the consolidated statements of operations. At the time of the redemption, the Company was in compliance with all covenants under the 2026 Notes. 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. 2024 Notes In May 2014, the Company issued $ 550 million aggregate principal amount of 5.50 percent senior unsecured notes due June 2024. In August 2023, the Company redeemed the outstanding principal balance and accrued interest of the 2024 Notes. A loss on extinguishment of $ 1 million related to the redemption was recorded to “debt refinancing charges” in the consolidated statements of operations. 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 The Company’s subsidiary in France entered into a factoring agreement with BNP pursuant to which it submits the value of eligible receivables up to USD $ 3 million and euro € 24 million for immediate payment. Eligibility of receivables is based on invoices issued to the Company’s subsidiary from customers previously approved by BNP. Upon collection of these receivables, on average no longer than 60 days, amounts outstanding under this agreement are paid off. The Company pays interest on a monthly basis for these borrowings based on the value of factored invoices at the Euribor 3-month rate, with floor at zero percent, plus 0.55 percent. 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. BioNova Debt and Other Loans 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. 11. Environmental Liabilities The Company’s environmental liabilities relate to sawmills, pulp, paper and wood treating plants which have ceased operations other than environmental investigation and remediation activities. 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. F-30 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (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. 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; and management’s knowledge and experience with these and similar types of environmental matters. These estimates include potential costs for investigation, assessment, remediation, ongoing operation and maintenance (where applicable) and post-remediation monitoring of the sites, as well as the cost of legally required financial assurance related to the Company’s obligations on an undiscounted basis, generally for a period of 20 years. These environmental liabilities do not include potential third-party recoveries to which the Company may be entitled unless they are probable and estimable. The following table presents the activity of the Company’s environmental liabilities, including those of specific sites where current estimates exceed 10 percent of the total liabilities for disposed operations at December 31, 2024, 2023 or 2022: December 31, 2022 Liability Payments Increase (Decrease) to Liability (a) December 31, 2023 Liability Payments Increase (Decrease) to Liability (a) December 31, 2024 Liability Port Angeles, Washington $ 52,654 $ ( 484 ) $ 498 $ 52,668 $ ( 1,004 ) $ 1,594 $ 53,258 Augusta, Georgia 21,102 ( 777 ) 2,330 22,655 ( 1,227 ) 1,089 22,517 Baldwin, Florida 16,187 ( 733 ) 437 15,891 ( 383 ) 447 15,955 East Point, Georgia 18,069 ( 1,168 ) 2,811 19,712 ( 1,111 ) 1,154 19,755 All other sites 62,669 ( 2,223 ) ( 1,081 ) 59,365 ( 2,180 ) 1,545 58,730 Total environmental liabilities 170,681 $ ( 5,385 ) $ 4,995 170,291 $ ( 5,905 ) $ 5,829 170,215 Current environmental liabilities ( 10,732 ) ( 9,833 ) ( 9,749 ) Non-current environmental liabilities $ 159,949 $ 160,458 $ 160,466 (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. Port Angeles, Washington The Company operated a pulp mill at this site from 1930 until 1997. The site and the adjacent marine areas (a portion of Port Angeles harbor) have been in various stages of the assessment process under the Washington MTCA since 2000, and several voluntary interim soil clean-up actions have been performed during this time. In addition, the Company may be liable under CERCLA for “natural resource damages” caused by releases from the site. 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. During 2024, the estimated liability increased primarily due to changes in estimates related to remediation activities. During 2023, the estimated liability was relatively unchanged. Augusta, Georgia The Company operated a wood treatment plant at this site from 1928 to 1988. 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. 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. Baldwin, Florida The Company operated a wood treatment plant at this site from 1954 to 1987. This site operates under a 10 -year hazardous waste permit renewed and issued pursuant to RCRA in 2017. Ongoing remediation activities currently consist primarily of groundwater recovery and treatment. Additional remedial activities may be necessary in the future that may result in changes to current cost estimates and the corresponding liability. During 2024 and 2023, the estimated liability was relatively unchanged. F-31 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) East Point, Georgia The Company operated a wood treatment plant at this site from 1920 to 1984. Current site activities are governed by a 2009 Consent Order that will conclude with a new 10 -year RCRA permit, which will replace the current 1996 permit. Onsite remediation activities consist primarily of groundwater recovery and treatment. Current cost estimates and the corresponding liability could vary if changes to current remediation activities are required in the future. 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. In addition to these estimated liabilities, the Company is subject to the risk of reasonably possible additional liabilities in excess of the established liabilities due to potential changes in circumstances and future events, including, without limitation, changes to current laws and regulations; changes in governmental agency personnel, direction, philosophy or enforcement policies; developments in remediation technologies; increases in the cost of remediation, operation, maintenance and monitoring of its environmental liability sites; changes in the volume, nature or extent of contamination to be remediated or monitoring to be undertaken; the outcome of negotiations with governmental agencies or non-governmental parties; and changes in accounting rules or interpretations. Based on information available as of December 31, 2024, the Company estimates this exposure could range up to approximately $ 87 million. 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. This estimate excludes liabilities that would otherwise be considered reasonably possible but for the fact that they are not currently estimable primarily due to the factors discussed above. Subject to the previous paragraph, the Company believes its estimates of liabilities are sufficient for probable costs expected to be incurred over the next 20 years with respect to its disposed operations. However, no assurance is given that these estimates will be sufficient for the reasons described above and additional liabilities could have a material adverse effect on the Company’s financial position, results of operations and cash flows. 12. Derivative Instruments The Company’s earnings and cash flows are subject to fluctuations due to changes in interest rates and foreign currency exchange rates. The Company has used derivative financial instruments to manage interest rate and foreign currency exchange rate exposure. The Company does not use derivatives for trading or speculative purposes. 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. 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. Losses reclassified from AOCI into income were immaterial during the years ended December 31, 2024, 2023 and 2022. The unrealized loss in AOCI related to hedge derivatives is presented below: December 31, 2024 2023 Foreign exchange cash flow hedges, net of tax $ 222 $ 373 Other 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. See Note 2—Significant Accounting Policies and Recent Accounting Developments —Redeemable Noncontrolling Interest and Note 13—Fair Value Measurements for further information. F-32 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 13. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy prioritizes the inputs used to measure fair value as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flows methodologies and similar techniques that use significant unobservable inputs. Liabilities Measured at Fair Value on a Recurring Basis Redeemable Noncontrolling Interest — Put Option In November 2024, BioNova issued 111,111 preferred shares to SWEN in return for a redeemable noncontrolling interest of approximately 14 percent. 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. See Note 2—Significant Accounting Policies and Recent Accounting Developments for further information. 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. There was no meaningful change in the fair value of the put option as of December 31, 2024. The fair value of the put option was estimated using a Monte Carlo simulation model, which is a Level 3 measurement. The Monte Carlo simulation model included the following material assumptions based on observable and unobservable inputs: December 31, 2024 Free cash flow to equity volatility (a) 52.0 % Risk-free interest rate Term structure of U.S. Treasury and Euro Government Bond securities Weighted average cost of capital 12.1 % (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 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. 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. 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. 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. The fair value of the Temiscaming 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. 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. See Note 8—Property, Plant and Equipment, Net for further information on this impairment. F-33 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Financial Instruments The carrying amounts of the Company’s cash, receivables and payables approximate fair value due to the short-term nature of those instruments. 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: December 31, 2024 2023 Carrying amount of fixed rate debt (a) $ 75,142 $ 536,393 Fair value of fixed rate debt 75,272 497,563 (a) Excludes finance lease obligations. 14. Stockholders’ Equity Common Stock Buyback On January 29, 2018, the Board of Directors authorized a share buyback program pursuant to which the Company may, from time to time, purchase shares of its common stock with an aggregate purchase price of up to $ 100 million. No shares were repurchased in connection with the program during the years ended December 31, 2024, 2023 and 2022. The Company does not expect to utilize any further authorization in the near future. F-34 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 15. Accumulated Other Comprehensive Loss Year Ended December 31, 2024 2023 2022 Unrecognized components of employee benefit plans, net of tax Balance, beginning of year $ ( 33,537 ) $ ( 43,694 ) $ ( 76,849 ) Other comprehensive gain before reclassifications 15,981 12,859 38,105 Income tax on other comprehensive gain ( 3,488 ) ( 2,283 ) ( 9,229 ) Reclassifications to earnings (a) Amortization of (gain) loss ( 358 ) ( 705 ) 5,534 Amortization of prior service cost 337 196 25 Income tax on reclassifications (d) 5 90 ( 1,280 ) 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 ) Unrealized loss on derivative instruments, net of tax Balance, beginning of year ( 373 ) ( 567 ) ( 847 ) Reclassifications to earnings - foreign currency exchange contracts (b) 174 224 323 Income tax on reclassifications (d) ( 23 ) ( 30 ) ( 43 ) Net comprehensive gain on derivative instruments, net of tax 151 194 280 Balance, end of year (b) ( 222 ) ( 373 ) ( 567 ) Foreign currency translation Balance, beginning of year ( 12,007 ) ( 19,537 ) ( 6,774 ) Foreign currency translation adjustment, net of tax (c) ( 12,380 ) 7,530 ( 12,763 ) Balance, end of year ( 24,387 ) ( 12,007 ) ( 19,537 ) Accumulated other comprehensive loss, end of year $ ( 45,669 ) $ ( 45,917 ) $ ( 63,798 ) (a) The AOCI components for defined benefit pension and post-retirement plans are included in the computation of net periodic benefit cost. See Note 18—Employee Benefit Plans for further information. (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. (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. (d) Income tax effects are released from AOCI in the period in which the underlying item is realized in earnings. 16. 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. 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. F-35 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) The following table provides the inputs to the calculations of basic and diluted earnings per common share (share amounts not in thousands): Year Ended December 31, 2024 2023 2022 Loss from continuing operations $ ( 41,924 ) $ ( 102,147 ) $ ( 27,377 ) Income from continuing operations attributable to redeemable noncontrolling interest 37 — — Loss from continuing operations attributable to RYAM ( 41,961 ) ( 102,147 ) ( 27,377 ) Less: Redeemable noncontrolling interest adjustment to redemption value ( 253 ) — — Loss from continuing operations attributable to RYAM common stockholders ( 42,214 ) ( 102,147 ) ( 27,377 ) Income from discontinued operations, net of tax attributable to RYAM 3,217 312 12,458 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 Dilutive effect of: Stock options — — — Performance and restricted stock — — — Shares used in determining diluted earnings per common share 65,748,775 65,108,397 63,910,010 Anti-dilutive instruments excluded from the computation of diluted earnings per share included (not in thousands): Year Ended December 31, 2024 2023 2022 Stock options — 46,798 77,767 Performance and restricted stock 3,341,516 3,257,295 3,654,506 Total anti-dilutive instruments 3,341,516 3,304,093 3,732,273 17. Incentive Stock Plans 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. The Company no longer issues shares under the Prior Incentive Stock Plans. The 2023 Plan provides for up to 3.9 million shares to be granted for stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and restricted stock units. Under the 2023 Plan, shares available for issuance may be increased by any shares of common stock subject to awards under the Prior Incentive Stock Plans that, in whole or in part, are forfeited, terminated or expire unexercised, settled in cash in lieu of stock, or released from a reserve for failure to meet the maximum payout under a program. At December 31, 2024, approximately 2 million shares were available for future grants under the 2023 Plan. The Company recognizes stock-based compensation expense on a straight-line basis, net of forfeitures, over the service period of the award. The Company does not estimate a forfeiture rate for non-vested shares. Forfeitures are recognized and reduce stock-based compensation expense during the period in which they occur. Stock-based compensation expense was as follows: Year Ended December 31, 2024 2023 2022 Stock-based compensation expense (a) $ 10,915 $ 5,754 $ 10,822 (a) Included equity award expense of $ 7 million, $ 7 million and $ 10 million during the years ended December 31, 2024, 2023 and 2022, respectively. F-36 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Non-Qualified Employee Stock Option Awards Stock option awards include RYAM awards held by employees of its former parent Rayonier Inc. Stock options are granted with an exercise price equal to the market value of the underlying stock on the grant date. They generally vest ratably over three years and have a maximum term of 10 years and two days from the grant date. 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. The fair value of each option grant is estimated on the grant date using the Black-Scholes option-pricing model. The Company elected to value each grant in total and recognize the expense for stock options on a straight-line basis over three years . 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. Restricted Stock and Stock Unit Awards Restricted stock and stock units granted in connection with the Company’s performance share plan generally vest upon completion of periods ranging from one year to three years . The 2024 restricted stock unit awards cliff vest after three years . The fair value of each share granted is equal to the share price of the underlying stock on the date of grant. The following table summarizes the details of the restricted stock and stock units granted to employees: Year Ended December 31, 2024 2023 2022 Restricted stock and stock units granted (not in thousands) 633,603 992,830 1,328,931 Weighted average price of restricted stock or stock units granted (not in thousands) $ 4.11 $ 5.27 $ 5.50 Intrinsic value of restricted stock and stock units outstanding $ 14,571 $ 7,641 $ 16,297 Fair value of restricted stock and stock units vested $ 4,435 $ 4,264 $ 3,772 The following table summarizes the 2024 restricted stock and stock units activity: (not in thousands) Restricted Stock and Stock Unit Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2023 1,886,694 $ 6.01 Granted 633,603 4.11 Forfeited ( 97,060 ) 4.96 Vested ( 657,018 ) 6.75 Outstanding at December 31, 2024 1,766,219 $ 5.11 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. Performance-Based Stock Unit and Cash Awards The Company’s performance-based awards generally vest upon completion of a three-year period. The performance-based stock unit award payout is calculated using a combination of Company-specific performance metrics and TSR, which is measured on an absolute basis as well as relative to a peer group of companies. Performance-based cash awards are measured using the same objectives as the performance-based stock unit awards but are classified as a liability and remeasured to fair value at the end of each reporting period until settlement. The 2022, 2023 and 2024 performance-based awards cliff vest after three years and are based equally on TSR relative to peers and adjusted EBITDA. Participants of the 2023 and 2024 awards can earn between 0 and 200 percent of the target award. Participants of the 2022 award can earn between 0 and 250 percent of the target award. Performance below the threshold for either metric would result in zero payout for that metric. F-37 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 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. The related expense is then amortized over the award’s vesting period. Expected volatility is based on representative price returns using the stock price of several peer companies. The risk-free rate was based on the 3-year U.S. treasury rate on the date of the award. The following table presents weighted average assumptions used in calculating the fair value of the awards granted: Year Ended December 31, 2024 2023 2022 Expected volatility 75.7 % 77.6 % 75.0 % Risk-free rate 4.2 % 4.1 % 4.3 % The following table summarizes the details of the performance-based stock units awarded to employees: Year Ended December 31, 2024 2023 2022 Common shares of stock reserved for performance-based stock units (not in thousands) 1,164,884 611,528 2,861,963 Weighted average fair value of performance-based stock units granted (not in thousands) $ 4.80 $ 9.09 $ 6.21 Intrinsic value of outstanding performance-based stock units $ 12,996 $ 5,551 $ 18,786 The following table summarizes the 2024 performance-based stock unit award activity: (not in thousands) Performance-Based Stock Unit Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2023 1,370,601 $ 7.83 Granted 608,422 4.80 Forfeited ( 330,156 ) 10.86 Vested ( 73,570 ) 10.45 Outstanding at December 31, 2024 1,575,297 $ 5.93 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. 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. 18. Employee Benefit Plans Defined Benefit Plans The Company has defined benefit pension and other postretirement plans covering certain union and non-union employees, primarily in the U.S. and Canada. The defined benefit pension plans are closed to new participants. Certain Canadian plans were included with the sale of the Company’s lumber and newsprint assets. F-38 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 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. The loss on curtailment was recognized in “indefinite suspension charges” in the Company’s consolidated statements of operations. Additionally, the Company decreased its pension liability by $ 3 million. See Note 3—Indefinite Suspension of Operations for further information. 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. 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. defined benefit plans. The impact of the curtailment reduced the benefit obligation and the accumulated net loss within other comprehensive income by $ 8 million. 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. Defined benefit pension and other postretirement plan liabilities are calculated using actuarial estimates and management assumptions. These estimates are based on historical information and certain assumptions about future events. 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: Pension Postretirement 2024 2023 2024 2023 Projected benefit obligation at beginning of year $ 616,118 $ 594,455 $ 23,864 $ 29,944 Service cost 4,641 4,877 551 1,116 Interest cost 27,715 28,724 989 1,351 Actuarial (gain) loss ( 24,738 ) 21,015 ( 2,717 ) ( 7,198 ) Participant contributions 652 700 167 115 Benefits paid ( 44,961 ) ( 41,059 ) ( 1,287 ) ( 1,559 ) Settlement — 2,982 — — Curtailment 645 — ( 22 ) — Effects of foreign currency exchange rates ( 16,722 ) 4,424 55 95 Projected benefit obligation at end of year $ 563,350 $ 616,118 $ 21,600 $ 23,864 Fair value of plan assets at beginning of year $ 532,643 $ 507,270 $ — $ — Actual return on plan assets 20,540 63,682 — — Employer contributions (a) 7,685 1,923 1,012 1,430 Participant contributions 652 700 167 115 Benefits paid ( 44,961 ) ( 41,059 ) ( 1,179 ) ( 1,545 ) Settlement — ( 2,317 ) — — Effects of foreign currency exchange rates ( 14,619 ) 2,444 — — Fair value of plan assets at end of year $ 501,940 $ 532,643 $ — $ — Funded Status at end of year $ ( 61,410 ) $ ( 83,475 ) $ ( 21,600 ) $ ( 23,864 ) (a) The Company received cash of $ 6 million in 2023 related to surplus assets of unwound pension plans. F-39 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Pension Postretirement 2024 2023 2024 2023 Non-current assets $ — $ — $ — $ — Current liabilities ( 4,390 ) ( 4,474 ) ( 1,381 ) ( 1,372 ) Non-current liabilities ( 57,020 ) ( 79,001 ) ( 20,219 ) ( 22,492 ) Net amount recognized $ ( 61,410 ) $ ( 83,475 ) $ ( 21,600 ) $ ( 23,864 ) 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. 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: Pension Postretirement 2024 2023 2022 2024 2023 2022 Net gain $ 13,053 $ 9,202 $ 30,531 $ 2,928 $ 6,639 $ 7,574 Prior service costs $ — $ ( 2,982 ) $ — $ — $ — $ — 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: Pension Postretirement 2024 2023 2022 2024 2023 2022 Amortization of (gain) loss $ 379 $ ( 490 ) $ 5,462 $ ( 737 ) $ ( 215 ) $ 72 Amortization of prior service cost (credit) 435 294 147 ( 98 ) ( 98 ) ( 122 ) 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: Pension Postretirement 2024 2023 2022 2024 2023 2022 Prior service cost (credit) $ ( 3,600 ) $ ( 3,852 ) $ ( 1,204 ) $ 561 $ 659 $ 757 Net gain (loss) ( 37,097 ) ( 50,796 ) ( 67,770 ) 12,341 10,343 3,920 Curtailment — — 8,000 — — — Deferred income tax (expense) benefit 9,664 12,630 13,750 ( 2,929 ) ( 2,521 ) ( 1,147 ) Accumulated other comprehensive income (loss) $ ( 31,033 ) $ ( 42,018 ) $ ( 47,224 ) $ 9,973 $ 8,481 $ 3,530 For defined benefit pension plans, the projected and accumulated benefit obligations and the fair value of plan assets were as follows: December 31, 2024 2023 Projected benefit obligation $ 563,350 $ 616,118 Accumulated benefit obligation 553,973 606,072 Fair value of plan assets 501,940 532,643 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. F-40 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 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: Pension Postretirement 2024 2023 2022 2024 2023 2022 Service cost $ 4,641 $ 4,877 $ 7,906 $ 551 $ 1,116 $ 1,516 Interest cost 27,715 28,724 21,028 989 1,351 818 Expected return on plan assets ( 32,361 ) ( 31,425 ) ( 32,419 ) — — — Amortization of prior service cost (credit) 435 294 147 ( 98 ) ( 98 ) ( 122 ) Amortization of (gain) loss 379 ( 490 ) 5,553 ( 737 ) ( 215 ) 72 Pension settlement loss — 2,317 964 — — — Curtailment 736 — — — — — Other — — — 18 ( 556 ) ( 173 ) Net periodic benefit cost (a) $ 1,545 $ 4,297 $ 3,179 $ 723 $ 1,598 $ 2,111 (a) Service cost is included in “cost of sales” or “selling, general and administrative expense” in the consolidated statements of operations, as appropriate. Interest cost, expected return on plan assets, amortization of prior service cost (credit) and amortization of (gain) loss are included in “components of pension and OPEB, excluding service costs” on the consolidated statements of operations. The Company uses the spot rate approach method to determine the service and interest cost components of net periodic benefit cost. Under this method, individual spot rates along the yield curve that correspond with the timing of each benefit payment will be used. The Company believes this provides a more precise measurement of service and interest costs by improving the correlation between projected cash outflows and corresponding spot rates on the yield curve. The following table presents the weighted average principal assumptions inherent in the determination of benefit obligations and net periodic benefit cost of the pension and postretirement plans: Pension Postretirement 2024 2023 2022 2024 2023 2022 Assumptions used to determine benefit obligations at December 31: Discount rate 5.16 % 4.71 % 4.95 % 5.23 % 4.72 % 4.93 % Rate of compensation increase 2.50 % 2.50 % 2.66 % 4.19 % 3.11 % 3.53 % Assumptions used to determine net periodic benefit cost for years ended December 31: Discount rate 4.78 % 4.97 % 4.21 % 4.67 % 4.94 % 4.94 % Expected long-term return on plan assets 5.92 % 5.92 % 5.88 % N/A N/A N/A Rate of compensation increase 2.50 % 2.50 % 2.66 % 4.19 % 3.11 % 3.53 % 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. 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. F-41 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 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: Postretirement 2024 2023 U.S. Canada U.S. Canada Health care cost trend rate assumed for next year 7.50 % 5.87 % 6.80 % 5.93 % Rate to which cost trend is assumed to decline (ultimate trend rate) 4.00 % 5.00 % 4.00 % 5.00 % Year that ultimate trend rate is reached 2031 2037 2031 2037 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. 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. In other more well-funded plans, 100 percent is allocated to fixed-income securities. All plans were within their respective targeted ranges at December 31, 2024. The Company’s weighted average defined benefit pension plan asset allocations at December 31, by asset category, were as follows: Percentage of Plan Assets 2024 2023 U.S. fixed income securities 33 % 32 % International fixed income securities 24 % 18 % U.S. equity securities 21 % 23 % International equity securities 16 % 22 % Other (a) 6 % 5 % Total 100 % 100 % (a) Includes cash balances related to the timing of portfolio management activities. Investments within the equity categories may include large capitalization, small capitalization and emerging market securities, while the international fixed income portfolio may include emerging markets debt. Pension assets did not include a direct investment in RYAM common stock at December 31, 2024 or 2023. Fair Value Measurements The following tables present, by level within the fair value hierarchy (see Note 13—Fair Value Measurements), the assets of the plans: December 31, 2024 Level 1 Level 2 Level 3 Total Mutual funds and collective trusts $ 129,584 $ — $ — $ 129,584 Corporate bonds — 150,823 — 150,823 U.S. government securities — 33,308 — 33,308 Non-U.S. government securities — 4,803 — 4,803 Derivative instruments — 1,242 — 1,242 Investments at net asset value: Common collective trust funds 182,180 Total assets at fair value $ 501,940 F-42 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) December 31, 2023 Level 1 Level 2 Level 3 Total Mutual funds and collective trusts $ 141,043 $ — $ — $ 141,043 Corporate bonds — 96,069 — 96,069 U.S. government securities — 78,652 — 78,652 Derivative instruments — 421 — 421 Investments at net asset value: Common collective trust funds 216,458 Total assets at fair value $ 532,643 The valuation methodologies used for measuring the fair value of these asset categories were as follows: Mutual funds and collective trusts — Net asset value in an observable market. Corporate bonds — Valued using pricing models that maximize the use of observable inputs for similar securities, including basing value on yields currently available on comparable securities of issuers with similar credit ratings. U.S. government securities — Valued using pricing models that maximize the use of observable inputs for similar securities. Common collective trust funds — Measured at net asset value per share, as a practical expedient for fair value, as provided by the plan trustee. The net asset value is calculated by determining the fair value of the fund’s underlying assets, deducting its liabilities, and dividing by the units outstanding as of the valuation date. These funds are not publicly traded; 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. Cash Flows Expected benefit payments for the next ten years were as follows: Pension Postretirement 2025 $ 39,387 $ 1,522 2026 39,922 1,630 2027 40,262 1,632 2028 40,460 1,685 2029 40,301 1,731 2030 - 2034 199,227 8,013 The Company has mandatory pension contribution requirements of $ 2 million in 2025 and may make additional discretionary contributions. Defined Contribution Plans The Company provides defined contribution plans to all of its hourly and salaried employees. 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. F-43 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 19. Other Operating Income (Expense), Net Other operating income (expense), net was comprised of the following: Year Ended December 31, 2024 2023 2022 Environmental liability expense (a) $ ( 6,607 ) $ ( 5,784 ) $ ( 4,903 ) Loss on disposal of property, plant and equipment ( 1,790 ) ( 2,872 ) ( 3,742 ) Equity in income (loss) of joint venture 1,882 204 ( 2,737 ) Miscellaneous income (expense) 7,042 ( 3,955 ) 1,183 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. 20. Income Taxes Loss from continuing operations before income tax consisted of the following: Year Ended December 31, 2024 2023 2022 United States $ ( 8,590 ) $ ( 65,413 ) $ ( 53,012 ) Foreign ( 40,610 ) ( 67,061 ) 29,190 Loss from continuing operations before income tax $ ( 49,200 ) $ ( 132,474 ) $ ( 23,822 ) Income Tax (Expense) Benefit from Continuing Operations Income tax (expense) benefit from continuing operations consisted of the following: Year Ended December 31, 2024 2023 2022 Current tax (expense) benefit: Federal $ 981 $ 1,623 $ 2,815 Foreign ( 1,468 ) 3,119 ( 7,511 ) State and other ( 191 ) ( 144 ) ( 154 ) Total current ( 678 ) 4,598 ( 4,850 ) Deferred tax (expense) benefit: Federal 6,011 15,542 6,635 Foreign 3,086 12,028 ( 2,842 ) State and other 509 143 155 Total deferred 9,606 27,713 3,948 Income tax (expense) benefit $ 8,928 $ 32,311 $ ( 902 ) F-44 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) The following table reconciles the effective income tax rate on continuing operations to the U.S. federal statutory rate: Year Ended December 31, 2024 2023 2022 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % Change in valuation allowance ( 11.5 ) ( 7.7 ) ( 38.2 ) Adjustment to previously filed tax returns ( 0.4 ) 2.0 11.3 Tax credits (excluding foreign tax credit) 4.1 5.4 17.8 Nondeductible compensation for executives and share-based awards ( 3.4 ) 0.5 ( 10.5 ) Net changes in uncertain tax positions 6.3 ( 0.1 ) ( 5.6 ) Difference in foreign statutory rates 1.2 2.1 ( 8.2 ) U.S. tax on foreign earnings (GILTI and Subpart F, net of FTC) ( 0.4 ) ( 0.1 ) ( 0.9 ) Interest on tax payments/receipts 1.1 0.6 10.1 Other 0.1 0.7 ( 0.6 ) Effective income tax rate on continuing operations 18.1 % 24.4 % ( 3.8 ) % F-45 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Deferred Taxes Deferred income taxes result from recording revenue and expense in different periods for financial reporting versus tax reporting. The nature of these temporary differences and the resulting net deferred tax balances follow: December 31, 2024 2023 Deferred tax assets: Net operating losses (a) $ 157,942 $ 116,353 Canadian pool of SR&ED (a) 96,458 96,113 Property, plant and equipment basis differences 74,408 123,521 Tax credit carryforwards (a) 71,013 71,741 Environmental liabilities 39,316 39,258 Deferred U.S. interest deductions (a) 36,286 33,188 Pension, postretirement and other employee benefits 19,534 25,114 Capitalized costs 18,275 19,868 Deferred foreign interest deductions (a) 7,601 3,290 Other compensation 7,050 5,412 State net operating losses (a) 3,454 3,536 Other deferred tax assets 23,636 21,003 Total gross deferred tax assets 554,973 558,397 Valuation allowance (a) ( 86,082 ) ( 78,858 ) 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 ) Prepaid expenses ( 4,487 ) ( 19,253 ) Intangible assets ( 2,326 ) ( 4,377 ) Other deferred tax liabilities ( 15,686 ) ( 10,603 ) Total deferred tax liabilities ( 133,076 ) ( 149,548 ) Net deferred tax asset $ 335,815 $ 329,991 Net deferred tax asset as reflected in consolidated balance sheets: Deferred tax assets $ 349,500 $ 345,181 Deferred tax liabilities ( 13,685 ) ( 15,190 ) $ 335,815 $ 329,991 (a) Further detail of these items as of December 31, 2024 follows: Gross Amount Tax Effected Valuation Allowance Expiration Foreign R&D credit carryforwards $ 31,212 $ 31,212 $ ( 31,212 ) 2025-2042 U.S. tax credit carryforwards 44,924 39,801 ( 19,270 ) 2025-2033 State net operating losses 74,124 3,454 ( 1,792 ) 2025-2044 Canada non-capital losses 626,536 141,987 ( 1,739 ) 2027-2043 Other foreign net operating losses 14,828 3,827 ( 1,998 ) 2040-None Canada pool of SR&ED 417,988 96,458 — None U.S. interest limitation carryforward 164,938 36,286 ( 22,470 ) None U.S. federal net operating losses 57,750 12,128 — None Foreign interest limitation carryforward 30,479 7,601 ( 7,601 ) None F-46 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) 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. In strict compliance with the AICPA’s Technical Questions and Answers 3300.01-02, which asserts that certain material evidence regarding the realizability of disallowed U.S. 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. 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. If the Company is unable to generate sufficient taxable income, it may be required to record a valuation allowance against its DTAs. Guidance requires certain evidence be given heavy consideration, including whether the Company has incurred cumulative income or losses in recent years. 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. 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. 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: Year Ended December 31, 2024 2023 2022 Balance at beginning of period $ 13,580 $ 11,015 $ 12,073 Decreases related to prior year tax positions ( 3,035 ) ( 1,612 ) ( 255 ) Increases related to prior year tax positions 905 2,804 440 Decreases related to current year tax positions — — ( 2,386 ) Increases related to current year tax positions 957 1,373 1,143 Decreases due to statutory expirations ( 1,963 ) — — Balance at end of period $ 10,444 $ 13,580 $ 11,015 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. Total interest and penalties recorded in unrecognized tax benefits were $ 1 million for each of the years presented. As of December 31, 2024, it is reasonably possible that the Company’s unrecognized tax position will change within a range of a decrease of $ 3 million and an increase of $ 3 million due to conclusions of tax audits or the expiration of statute of limitations. Tax Statutes In the normal course of business, the Company is regularly audited by tax authorities and is currently under audit in the U.S. and Canada. The following table provides the tax years that remain open to examination by significant taxing jurisdictions: Open Tax Years U.S. 2020-2024 France 2021-2024 Canada 2020-2024 F-47 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Other Tax Items Several provisions passed in 2017 as part of the Tax Cuts and Jobs Act went into effect in 2022. Certain of these provisions negatively impact the Company’s U.S. cash taxes in present and future years. The most impactful of these provisions is the further limitation of U.S. interest deductibility under Internal Revenue Code §163(j). Under this section, companies may only deduct U.S. interest expenses up to a portion of ATI. Beginning in 2022, ATI was reduced from a tax EBITDA measurement to tax EBIT, which resulted in a significant decrease in U.S. interest deductibility. Additional provisions that impact the Company’s U.S. taxes include the requirement to capitalize and amortize research expenditures and the phase-out of immediate expensing of U.S. capital asset additions. 21. Segment and Geographical Information During the periods presented, the Company operated in the following operating segments: High Purity Cellulose, Paperboard and High-Yield Pulp. 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. The Company’s segment structure was determined based primarily on how its CODM, the CEO, reviews and evaluates Company operations. 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. The Company uses operating income (loss) as a measure of profitability to evaluate segment performance. 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. No single customer accounted for 10 percent or more of total sales during the years ended December 31, 2024 and 2022. One customer in the High Purity Cellulose operating segment represented 10 percent of total sales for the year ended December 31, 2023. In October 2024, an isolated fire occurred at the Company’s High Purity Cellulose plant in Jesup, Georgia, during planned maintenance activity. There were no injuries to employees or contractors and no risk to the surrounding community. The plant’s operations fully resumed within two weeks, incurring $ 2 million in immediate repair costs and $ 3 million of emergency maintenance capital expenditures. The Company’s preliminary estimates indicate that additional capital expenditures of approximately $ 15 million will be required over the next two years. The Company carries property and business interruption loss insurance with a $ 15 million combined deductible. The Company has notified its insurance underwriters and is in the process of evaluating and documenting the damage caused by the fire. The amount expected to be recovered from property and business interruption loss insurance is not currently estimable. 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. 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. 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. F-48 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Net sales, disaggregated by product line, was comprised of the following: Year Ended December 31, 2024 2023 2022 High Purity Cellulose Cellulose Specialties $ 871,752 $ 783,424 $ 866,225 Commodity Products 341,128 431,902 354,612 Other sales (a) 88,742 97,438 115,009 Total High Purity Cellulose 1,301,622 1,312,764 1,335,846 Paperboard 227,628 219,408 250,167 High-Yield Pulp 126,897 135,954 159,704 Eliminations ( 25,839 ) ( 24,796 ) ( 28,450 ) Net sales $ 1,630,308 $ 1,643,330 $ 1,717,267 (a) Include sales of bioelectricity, lignosulfonates and other by-products to third parties. Operating income (loss) by segment was comprised of the following: Year Ended December 31, 2024 2023 2022 High Purity Cellulose (a) $ 75,593 $ ( 41,567 ) $ 31,498 Paperboard 31,431 37,160 37,158 High-Yield Pulp ( 7,594 ) ( 3,155 ) 16,199 Corporate ( 59,949 ) ( 57,702 ) ( 58,720 ) Operating income (loss) $ 39,481 $ ( 65,264 ) $ 26,135 (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. 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 information regarding these impairments. Significant segment operating expenses and other segment financial information included: Year Ended December 31, 2024 High Purity Cellulose Paperboard High-Yield Pulp Corporate (a) and Eliminations Total Cost of sales Key input costs (wood, chemicals, energy) $ 535,055 $ 117,393 $ 71,890 $ ( 26,220 ) $ 698,118 Freight 75,382 20,512 20,380 — 116,274 Depreciation and amortization 115,963 7,832 2,329 — 126,124 Fixed and other general costs (b) 443,086 41,802 38,589 733 524,210 Total cost of sales 1,169,486 187,539 133,188 ( 25,487 ) 1,464,726 Selling, general and administrative expense 20,515 11,021 2,912 57,810 92,258 Asset impairment 25,169 — — — 25,169 Indefinite suspension charges 16,630 — — — 16,630 Other operating (income) expense (c) ( 5,771 ) ( 2,363 ) ( 1,609 ) 1,787 ( 7,956 ) Identifiable assets (d) $ 1,503,268 $ 93,600 $ 49,798 $ 482,991 $ 2,129,657 Depreciation and amortization 117,749 14,701 2,451 2,272 137,173 Capital expenditures (e) 100,797 5,644 2,156 8,553 117,150 F-49 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Year Ended December 31, 2023 High Purity Cellulose Paperboard High-Yield Pulp Corporate (a) and Eliminations Total Cost of sales Key input costs (wood, chemicals, energy) $ 607,773 $ 113,678 $ 75,144 $ ( 25,486 ) $ 771,109 Freight 83,390 18,131 29,312 — 130,833 Depreciation and amortization 125,522 5,848 2,103 — 133,473 Fixed and other general costs (b) 454,306 35,021 29,402 1,032 519,761 Total cost of sales 1,270,991 172,678 135,961 ( 24,454 ) 1,555,176 Selling, general and administrative expense 18,243 9,570 2,893 45,006 75,712 Asset impairment 62,300 — — — 62,300 Other operating expense (c) 2,797 — 255 12,354 15,406 Identifiable assets (d) $ 1,510,076 $ 105,804 $ 43,811 $ 523,009 $ 2,182,700 Depreciation and amortization 122,925 12,933 2,025 2,100 139,983 Capital expenditures (e) 118,665 776 1,421 12,281 133,143 Year Ended December 31, 2022 High Purity Cellulose Paperboard High-Yield Pulp Corporate (a) and Eliminations Total Cost of sales Key input costs (wood, chemicals, energy) $ 659,855 $ 135,128 $ 75,609 $ ( 28,916 ) $ 841,676 Freight 93,952 22,434 29,636 — 146,022 Depreciation and amortization 115,117 5,998 2,322 — 123,437 Fixed and other general costs (b) 409,587 39,967 32,814 681 483,049 Total cost of sales 1,278,511 203,527 140,381 ( 28,235 ) 1,594,184 Selling, general and administrative expense 19,683 9,471 3,084 59,237 91,475 Other operating (income) expense (c) 6,154 11 40 ( 732 ) 5,473 Depreciation and amortization $ 117,017 $ 13,130 $ 2,364 $ 2,065 $ 134,576 Capital expenditures (e) 136,866 3,413 2,210 3,790 146,279 (a) Includes ERP and certain lease expense and assets shared across operating segments. (b) Includes salaries, wages and benefits, maintenance costs and other costs of sales. (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. (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. 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. (e) Amounts exclude the impact of changes in capital assets purchased on account and government grants. In 2024 and 2023, Corporate reflects expenditures associated with the Company’s ERP transformation project. Long-life assets by country were as follows: December 31, 2024 2023 United States $ 719,386 $ 710,896 Canada 611,647 683,468 France 197,290 213,180 Other 373 98 Total long-life assets $ 1,528,696 $ 1,607,642 F-50 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Net sales geographical distribution was as follows: Year Ended December 31, 2024 % 2023 % 2022 % United States $ 560,119 34 $ 544,864 33 $ 569,265 33 China 352,290 22 473,778 29 346,026 20 Europe 280,261 17 222,778 13 343,058 20 Other Asia 174,208 11 126,072 8 181,952 11 Japan 121,879 7 158,106 10 149,373 9 Canada 90,572 6 62,657 4 72,510 4 Latin America 17,659 1 11,073 — 23,886 1 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 22. Commitments and Contingencies Commitments The Company leases certain buildings, machinery and equipment under various operating and finance leases. Total rental expense for operating and finance leases amounted to $ 9 million, $ 8 million and $ 8 million in 2024, 2023 and 2022, respectively. See Note 5—Leases and Note 10—Debt and Finance Leases for further information. At December 31, 2024, future minimum payments under purchase obligations were as follows: 2025 $ 113,341 2026 71,126 2027 62,708 2028 58,698 2029 17,925 Thereafter 218,683 Total (a) $ 542,481 (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. 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. 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 Duties on Canadian Softwood Lumber Sold to the U.S. The Company previously operated six softwood lumber mills in Ontario and Quebec, Canada, and exported softwood lumber into the U.S. from Canada . 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. 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. 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. 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. F-51 Table of Contents Rayonier Advanced Materials Inc. Notes to Consolidated Financial Statements (in thousands unless otherwise stated) Other 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. 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. Guarantees and Other The Company provides financial guarantees as required by creditors, insurance programs and various governmental agencies. As of December 31, 2024, the Company had net exposure of $ 28 million from various standby letters of credit, primarily for financial assurance relating to environmental remediation, credit support for natural gas and electricity purchases and guarantees related to foreign retirement plan obligations. These standby letters of credit represent a contingent liability; the Company would only be liable upon its default on the related payment obligations. The standby letters of credit have various expiration dates and are expected to be renewed as required. The Company had surety bonds of $ 93 million as of December 31, 2024, primarily to comply with financial assurance requirements relating to environmental remediation and post-closure care, to provide collateral for the Company’s workers’ compensation program and to guarantee taxes and duties for products shipped internationally. These surety bonds expire at various dates and are expected to be renewed annually as required. LTF is a venture in which the Company owns 45 percent and its partner, Borregaard ASA, owns 55 percent. The Company is a guarantor of LTF’s financing agreements and, in the event of default, expects it would only be liable for its proportional share of any repayment under the agreements. The Company’s proportion of the LTF financing agreement guarantee was $ 26 million at December 31, 2024. 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. 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. 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. As of December 31, 2024, all of the Company’s collective bargaining agreements covering its unionized employees were current. F-52 Table of Contents Rayonier Advanced Materials Inc. Schedule II—Valuation and Qualifying Accounts (in thousands) Additions Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period Allowance for credit loss December 31, 2024 $ 653 $ 822 $ ( 28 ) $ ( 390 ) $ 1,057 December 31, 2023 $ 1,064 $ 105 $ — $ ( 516 ) $ 653 December 31, 2022 $ 774 $ 747 $ 27 $ ( 484 ) $ 1,064 Allowance for sales returns December 31, 2024 $ 591 $ — $ 356 $ — $ 947 December 31, 2023 $ 782 $ — $ ( 191 ) $ — $ 591 December 31, 2022 $ 737 $ — $ 45 $ — $ 782 Deferred tax asset valuation allowance December 31, 2024 $ 78,858 $ 7,224 $ — $ — $ 86,082 December 31, 2023 $ 71,353 $ 7,505 $ — $ — $ 78,858 December 31, 2022 $ 67,644 $ 3,709 $ — $ — $ 71,353 Self-insurance liabilities December 31, 2024 $ 549 $ 99 $ — $ ( 323 ) $ 325 December 31, 2023 $ 478 $ 448 $ — $ ( 377 ) $ 549 December 31, 2022 $ 982 $ ( 168 ) $ — $ ( 336 ) $ 478 F-53