What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-07 compared with 2024-11-06 · 191 added, 309 removed, 153 unchanged (77% of the section changed)

6 unchanged sentences

Forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that these expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.

T he risk factors contained in Item 1A—Risk Factors of our 2024 Form 10-K, among others, could cause actual results or events to differ materially from our historical experience and those expressed in forward-looking statements made in this report.

Forward-looking statements are only as of the date of the filing of this Quarterly Report on Form 10-Q and we undertake no duty to update its forward-looking statements except as required by law.

Forward-looking statements are only as of the date of the filing of this Quarterly Report on Form 10-Q, and we undertake no duty to update forward-looking statements except as required by law.

You are advised to review any disclosures that we have made or may make in our filings and other submissions to the SEC, including those on Forms 10-K, 10-Q, 8-K and other reports.

Business Overview

We are a global leader of specialty cellulose materials with a broad offering of high purity cellulose specialties, a natural polymer used in the production of a variety of specialty chemical products, including liquid crystal displays, filters, textiles and performance additives for pharmaceutical, food and other industrial applications.

Building upon more than 95 years of experience in cellulose chemistry, we provide some of the highest quality high-purity cellulose pulp products that make up the essential building blocks for our customers’ products while providing exceptional service and value.

Our specialized assets are also used to produce biofuels, bioelectricity and other biomaterials such as bioethanol and tall oils.

We also produce a unique, lightweight multi-ply paperboard product and a bulky, high-yield pulp product.

We are a global leader in the production of cellulose specialties, a natural polymer used in the manufacturing of various specialty chemical products, including liquid crystal displays, filters, textiles and performance additives for pharmaceutical, food and other industrial applications.

Building upon nearly 100 years of experience in cellulose chemistry, we provide some of the highest quality high-purity cellulose pulp products that make up the essential building blocks for our customers’ products while providing exceptional service and value.

Our specialized assets also produce bioelectricity, biomaterials, including biofuels, lignin and tall oil soap, and commodity fluff, viscose and paper pulp.

Additionally, we produce a unique, lightweight multi-ply paperboard product and a bulky, high-yield pulp product.

Our paperboard is used for production in the commercial printing, lottery ticket and high-end packaging sectors.

Our high-yield pulp is used by paperboard producers as well as in traditional printing, writing and specialty paper manufacturing.

We operate in three business segments:

High Purity Cellulose, Paperboard and High-Yield Pulp.

Recent Business Developments

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

See Note 3—Discontinued Operations to our Financial Statements.

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

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

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

New Segment Structure

In the first quarter of 2025, we reorganized our High Purity Cellulose operating segment as a result of changes in our internal operating model, significant developments in our Biomaterials strategy and a successful launch of an enterprise reporting system that significantly enhances our financial reporting and costing capabilities.

Specifically, we 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.

As a result of this reorganization, we now operate in five operating segments:

Cellulose Specialties, Cellulose Commodities, Biomaterials, Paperboard and High-Yield Pulp.

Prior period segment results have been recast to align with this new segment reporting structure.

Business Outlook

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

High Purity Cellulose

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

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

Demand for RYAM’s commodity products remains steady.

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

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

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

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

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

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

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

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

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

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

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

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

Given the current global trade uncertainty, the sale process is effectively on hold.

We continue to focus on operating these businesses and remain committed to pursuing a sale at a fair price when timing and value align.

The following market assessment represents our current outlook for our operating segments’ future performance.

Cellulose Specialties

Average sales prices for Cellulose Specialties in 2025 are expected to increase by a mid single-digit percentage compared to 2024.

Sales volumes are expected to decline by a similar percentage, primarily due to the absence of 2024 bridge volumes following the indefinite suspension of the Temiscaming plant, as well as second-order tariff impacts and accelerated acetate destocking.

Demand trends vary across product lines:

acetate demand remains soft due to elevated inventories and ongoing destocking in China, with added risk that customers may use the tariff-related pause in orders to further reduce stock levels.

Ethers volumes are expected to improve, while other specialty grades are anticipated to remain strong given reduced global supply.

We remain cautious about further supply chain adjustments by certain Cellulose Specialties customers in response to tariffs.

Raw material input and logistics costs are projected to be moderately higher in 2025.

Operational challenges experienced in the first quarter are believed to have been resolved through planned maintenance outages completed at all three cellulose plants in March and April.

Cellulose Commodities

While overall fluff demand is expected to remain resilient, our fluff products are subject to a 125 percent import tariff into China.

These retaliatory tariffs are expected to create a dislocation of supply relative to demand and we anticipate a loss of market share in China as a result.

Raw material input and logistics costs are projected to be moderately higher in 2025.

We are evaluating investments in new green energy and renewable products to provide both increased end-market diversity and incremental profitability.

We intend to proceed only with those projects that are expected to meet our investment hurdles:

a minimum 30 percent return on equity and a less than two-year payback period for RYAM equity.

In the fourth quarter of 2024, we secured green capital of €67 million, which allows us to advance the biomaterials strategy and further progress towards our future goal of generating over $70 million of EBITDA from our Biomaterials business, inclusive of the projects below:

• Our bioethanol facility in France is operational since the first quarter of 2024.

• We re-started our lignosulfonate powder plant in France in the fourth quarter of 2024.

• We continue to pursue an investment in a bioethanol facility in Fernandina Beach, Florida, similar to our bioethanol facility in France.

While the City of Fernandina Beach recently denied the site plan application for this project, we believe the City erred in making its determination and we are pursuing all available legal remedies.

In expectation of a favorable outcome, we continue to advance engineering plans and explore potential commercial agreements, driving toward a final investment decision anticipated in 2025 based on current legal timelines.

• We are evaluating investments in crude tall oil facilities in Jesup, Georgia and Tartas and a prebiotics facility at our Jesup plant, and are currently working on permitting, engineering and commercial agreements on these new facilities ahead of making final investment decisions later this year.

• We are a partner in AGE, a start-up entity that aims to utilize renewable forestry waste and other biomass generally discarded as waste to generate green electricity for the State of Georgia from a new facility to be constructed adjacent to our Jesup plant.

Although the project remains in the development phase, AGE is actively evaluating the construction and financing requirements for the new facility, with a final investment decision expected in the third quarter of 2025.

Paperboard volumes are expected to increase in 2025, supported by improved certainty around zero-tariff access to the U.S.

market due to USMCA compliance, reduced supply from European competitors impacted by tariffs and growing interest from the domestic Canadian market.

However, prices are projected to decline year over year.

Costs are expected to rise due to higher purchased pulp costs, greater allocation of custodial site costs at the Temiscaming facility and tariff mitigation efforts.

High-Yield Pulp

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

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

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

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

Biomaterials Strategy

We continue to invest in new products to provide both increased end market diversity and incremental profitability.

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

Current projects include:

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

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

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

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

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

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

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

High-Yield Pulp prices and volumes are expected to decline in 2025 due to continued oversupply in the Chinese market.

Costs are projected to increase as a result of higher allocation of custodial site costs at the Temiscaming facility.

Corporate costs in 2025 are expected to be higher year over year due to the $12 million non-cash environmental reserves charges recorded in the first quarter and potential foreign exchange headwinds stemming from a weaker U.S.

dollar relative to the Canadian dollar and euro.

These impacts are partially offset by lower spending following the completion of our ERP implementation.

Results of Operations

Three Months Ended Nine Months Ended

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

Three Months Ended

(in millions, except percentages) March 29, 2025 March 30, 2024

Net sales $ 356 $ 388

3 unchanged sentences

Foreign exchange gain (loss) (1) 3

Asset impairment (25) — (25) —

Indefinite suspension charges — —

Other operating income (expense), net (3) (2) 3 (5)

Other operating (expense), net (15) (2)

Operating income (loss) (15) 17

1 unchanged sentence

Components of pension and OPEB, excluding service costs 1 1

Other income (expense), net — 4 2 7

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

Other income, net 1 1

Loss before income tax (37) (2)

Income tax benefit 5 —

Equity in loss of equity method investment — —

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

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

Net loss (32) (2)

Net income attributable to redeemable noncontrolling interest — —

Net loss attributable to RYAM $ (32) $ (2)

Gross margin % 6.7 % 9.5 %

1 unchanged sentence

Effective tax rate 15.0 % 29.7 %

Three Months Ended Nine Months Ended

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

High Purity Cellulose $ 325 $ 292 $ 964 $ 966

Three Months Ended

(in millions) March 29, 2025 March 30, 2024

Cellulose Specialties $ 201 $ 206

Cellulose Commodities 75 94

Biomaterials 7 7

Paperboard 49 53

2 unchanged sentences

Net sales $ 356 $ 388

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

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

Net sales for the quarter ended March 29, 2025 decreased $32 million, or 8 percent, compared to the prior year quarter driven by lower sales prices in Paperboard and High-Yield Pulp and lower sales volumes across all segments, partially offset by higher sales prices in Cellulose Specialties and Cellulose Commodities.

See Operating Results by Segment below for further discussion.

Operating Income (Loss)

Three Months Ended Nine Months Ended

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

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

Three Months Ended

(in millions) March 29, 2025 March 30, 2024

Cellulose Specialties $ 31 $ 38

Cellulose Commodities (13) (19)

Biomaterials 2 2

Paperboard (2) 8

2 unchanged sentences

Operating income (loss) $ (15) $ 17

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

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

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

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

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

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

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

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

Operating results for the quarter ended March 29, 2025 declined $32 million, or 188 percent, compared to the prior year quarter driven primarily by the decrease in net sales, higher key input costs, operational challenges at our plants in the current quarter, unfavorable foreign exchange rates and current quarter non-cash environmental reserves charges of $12 million.

See Operating Results by Segment below for further discussion.

Non-Operating Income & Expense

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

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

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

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

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

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

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

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

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

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

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

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

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

and nondeductible executive compensation, offset by U.S.

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

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

Discontinued Operations

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

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

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

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

Interest expense for the quarter ended March 29, 2025 increased $3 million compared to the prior year quarter driven primarily by an increase in the average effective interest rate on debt, partially offset by a decrease in the average outstanding principal balance.

Total debt decreased $43 million from March 30, 2024 to March 29, 2025.

Unfavorable foreign exchange rates during the quarter ended March 29, 2025 compared to favorable rates in the prior year quarter resulted in a net unfavorable impact of $1 million.

The effective tax rate for the quarter ended March 29, 2025 was a benefit of 15 percent.

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

tax credits and nondeductible executive compensation.

The effective tax rate for the quarter ended March 30, 2024 was a benefit of 30 percent.

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

Operating Results by Segment

High Purity Cellulose

Three Months Ended Nine Months Ended

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

Cellulose Specialties

Three Months Ended

(in millions, unless otherwise stated) March 29, 2025 March 30, 2024

Net sales $ 201 $ 206

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

Operating income $ 31 $ 38

Average sales prices ($ per MT) $ 1,750 $ 1,724

Sales volumes (thousands of MTs) 111 113

Net Sales - Three Months Ended

Three Months Ended September 30, 2023

Changes Attributable to:

Three Months Ended September 28, 2024

(in millions) Price Volume/Mix/Other

Cellulose specialties $ 165 $ 3 $ 52 $ 220

Commodity products 99 — (20) 79

Other sales (a)

Net sales $ 292 $ 3 $ 30 $ 325

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

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

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

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

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

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

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

Net Sales - Nine Months Ended

Nine Months Ended September 30, 2023

Three Months Ended March 30, 2024

Changes Attributable to:

Nine Months Ended September 28, 2024

Three Months Ended March 29, 2025

(in millions) Price Volume/Mix/Other

Cellulose specialties $ 571 $ 8 $ 59 $ 638

Commodity products 322 (22) (46) 254

Other sales (a)

Net sales $ 206 $ 3 $ (8) $ 201

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

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

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

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

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

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

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

Operating Loss - Three Months Ended

Three Months Ended September 30, 2023

Net sales of our Cellulose Specialties segment for the quarter ended March 29, 2025 decreased $5 million, or 2 percent, compared to the prior year quarter driven by a 2 percent decrease in sales volumes that was in line with expectations and primarily due to strong sales in the prior year quarter ahead of the indefinite suspension of Temiscaming cellulose operations.

Partially offsetting the sales volume decrease was a 2 percent increase in sales prices that was lower than our guidance of mid single-digits primarily due to the timing of orders and an unfavorable sales mix.

Operating Income

Three Months Ended March 30, 2024

Gross Margin Changes Attributable to:

Three Months Ended September 28, 2024

Three Months Ended March 29, 2025

(in millions, except percentages)

1 unchanged sentence

Cost SG&A and other

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

Operating income $ 38 $ 3 $ (6) $ (3) $ (1) $ 31

Operating margin % 18.4 % 1.2 % (2.2) % (1.5) % (0.5) % 15.4 %

(a) Computed based on contribution margin.

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

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

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

Operating Income - Nine Months Ended

Nine Months Ended September 30, 2023

Operating income of our Cellulose Specialties segment for the quarter ended March 29, 2025 decreased $7 million, or 18 percent, compared to the prior year quarter driven by the lower sales, higher key input costs and operational challenges at the plants in the current quarter, partially offset by the absence of prior year operating losses from cellulose operations due to the indefinite suspension of operations at the Temiscaming site in July 2024.

Cellulose Commodities

Three Months Ended

(in millions, unless otherwise stated) March 29, 2025 March 30, 2024

Net sales $ 75 $ 94

Operating loss $ (13) $ (19)

Average sales prices ($ per MT) $ 863 $ 842

Sales volumes (thousands of MTs) 84 106

Three Months Ended March 30, 2024

Changes Attributable to:

Three Months Ended March 29, 2025

(in millions) Price Volume/Mix/Other

Net sales $ 94 $ — $ (19) $ 75

Net sales of our Cellulose Commodities segment for the quarter ended March 29, 2025 decreased $19 million, or 20 percent, compared to the prior year quarter.

Sales volumes decreased 21 percent driven primarily by lower non-fluff commodity sales, partially offset by a 2 percent increase in sales prices due to stronger demand for fluff.

Operating Loss

Three Months Ended March 30, 2024

Gross Margin Changes Attributable to:

Nine Months Ended September 28, 2024

Three Months Ended March 29, 2025

(in millions, except percentages)

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Cost SG&A and other

Operating income $ 7 $ (14) $ (13) $ 102 $ (37) $ 45

Operating loss $ (19) $ — $ (11) $ 18 $ (1) $ (13)

Operating margin % (20.2) % — % (19.8) % 24.0 % (1.3) % (17.3) %

(a) Computed based on contribution margin.

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

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

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

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

Three Months Ended Nine Months Ended

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

Operating loss of our Cellulose Commodities segment for the quarter ended March 29, 2025 improved $6 million, or 32 percent, compared to the prior year quarter driven by lower commodity losses, partially offset by higher key input costs and operational challenges at the cellulose plants.

Three Months Ended

(in millions) March 29, 2025 March 30, 2024

Net sales $ 7 $ 7

Operating income $ 2 $ 2

Net sales of our Biomaterials segment for the quarter ended March 29, 2025 were flat compared to the prior year quarter.

Increased sales from the April 2024 startup of the France bioethanol facility were offset by lower production in the current quarter due to operational challenges and the planned maintenance shutdown of the Tartas cellulose plant, which limited raw material supply due to the bioethanol facility’s reliance on the Tartas cellulose plant for feedstock.

Operating Income

Operating income of our Biomaterials segment for the quarter ended March 29, 2025 was flat compared to the prior year quarter.

Higher shared and ancillary service costs under the business’s newly-established cost structure were offset by lower production costs as a result of the current quarter shutdown and reduced feedstock availability.

Three Months Ended

(in millions, unless otherwise stated) March 29, 2025 March 30, 2024

Net sales $ 49 $ 53

Operating income (loss) $ (2) $ 8

Average sales prices ($ per MT) $ 1,321 $ 1,382

Sales volumes (thousands of MTs) 37 38

Net Sales - Three Months Ended

Three Months Ended September 30, 2023

Changes Attributable to:

Three Months Ended September 28, 2024

(in millions) Price Volume/Mix

Net sales $ 57 $ (2) $ — $ 55

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

Sales volumes were nearly flat.

Net Sales - Nine Months Ended

Nine Months Ended September 30, 2023

Three Months Ended March 30, 2024

Changes Attributable to:

Nine Months Ended September 28, 2024

Three Months Ended March 29, 2025

(in millions) Price Volume/Mix

Net sales $ 53 $ (2) $ (2) $ 49

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

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

Operating Income - Three Months Ended

Three Months Ended September 30, 2023

Gross Margin Changes Attributable to:

Three Months Ended September 28, 2024

(in millions, except percentages)

Sales Price Sales Volume/Mix (a)

Cost SG&A and other

Operating income $ 13 $ (2) $ — $ (4) $ — $ 7

Operating margin % 22.8 % (2.8) % — % (7.3) % — % 12.7 %

(a) Computed based on contribution margin.

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

Operating Income - Nine Months Ended

Nine Months Ended September 30, 2023

Net sales of our Paperboard segment for the quarter ended March 29, 2025 decreased $4 million, or 8 percent, compared to the prior year quarter.

Sales prices and volumes decreased 4 percent and 3 percent, respectively, driven by mix and continued competitive activity from European imports.

Operating Income (Loss)

Three Months Ended March 30, 2024

Gross Margin Changes Attributable to:

Nine Months Ended September 28, 2024

Three Months Ended March 29, 2025

(in millions, except percentages)

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Cost SG&A and other

Operating income $ 29 $ (14) $ 8 $ 3 $ 1 $ 27

Operating income (loss) $ 8 $ (2) $ (1) $ (6) $ (1) $ (2)

Operating margin % 15.1 % (3.3) % (1.6) % (12.2) % (2.1) % (4.1) %

(a) Computed based on contribution margin.

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

Operating results of our Paperboard segment for the quarter ended March 29, 2025 declined $10 million, or 125 percent, compared to the prior year quarter driven by the lower sales prices and volumes, higher maintenance and purchased pulp costs and the impact of Temiscaming net custodial site costs.

High-Yield Pulp

Three Months Ended Nine Months Ended

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

Three Months Ended

(in millions, unless otherwise stated) March 29, 2025 March 30, 2024

Net sales $ 31 $ 34

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

Operating loss $ (7) $ (1)

Average sales prices ($ per MT) (a)

$ 559 $ 489 $ 564 $ 635

Sales volumes (thousands of MTs) (a)

38 39 133 142

(a) External sales only.

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

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

Net Sales - Three Months Ended

Three Months Ended September 30, 2023

Changes Attributable to:

Three Months Ended September 28, 2024

(in millions)

Price Volume/Mix

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

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

Net Sales - Nine Months Ended

Nine Months Ended September 30, 2023

During each of the quarters ended March 29, 2025 and March 30, 2024, the High-Yield Pulp segment sold 16,000 MTs of high-yield pulp to the Paperboard segment for $7 million.

Three Months Ended March 30, 2024

Changes Attributable to:

Nine Months Ended September 28, 2024

Three Months Ended March 29, 2025

(in millions)

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Net sales $ 34 $ (2) $ (1) $ 31

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

Operating Income (Loss) - Three Months Ended

Three Months Ended September 30, 2023

Gross Margin Changes Attributable to:

Three Months Ended September 28, 2024

(in millions, except percentages)

Sales Price Sales Volume/Mix (a)

Cost SG&A and other

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

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

(a) Computed based on contribution margin.

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

Operating Income - Nine Months Ended

Nine Months Ended September 30, 2023

Net sales of our High-Yield Pulp segment for the quarter ended March 29, 2025 decreased $3 million, or 9 percent, compared to the prior year quarter.

Sales prices and volumes decreased 7 percent and 4 percent, respectively, driven by lower demand, continued oversupply in China and the timing of shipments, primarily related to shipping challenges to customers in India.

Operating Loss

Three Months Ended March 30, 2024

Gross Margin Changes Attributable to:

Nine Months Ended September 28, 2024

Three Months Ended March 29, 2025

(in millions, except percentages)

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Cost SG&A and other

Operating income $ 2 $ (10) $ (3) $ 9 $ 2 $ —

Operating loss $ (1) $ (2) $ — $ (4) $ — $ (7)

Operating margin % (2.9) % (6.4) % (0.3) % (13.0) % — % (22.6) %

(a) Computed based on contribution margin.

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

Three Months Ended Nine Months Ended

Operating loss of our High-Yield Pulp segment for the quarter ended March 29, 2025 increased $6 million, or 600 percent, compared to the prior year quarter driven by the lower sales prices and volumes and the impact of Temiscaming net custodial site costs.

Three Months Ended

(in millions)

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

March 29, 2025 March 30, 2024

Operating loss $ (26) $ (11)

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

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

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

The Corporate operating loss for the quarter ended March 29, 2025 increased $15 million, or 136 percent, compared to the prior year quarter driven by current quarter non-cash environmental reserves charges of $12 million and unfavorable foreign exchange rates in the current quarter compared to favorable rates in the prior year quarter.

The environmental reserves charges are associated with recent developments at the Port Angeles, Washington, and Augusta, Georgia, remediation sites.

The cash impact associated with the Augusta remediation site is expected in early 2027;

the cash impact for the Port Angeles remediation site is not expected to begin before 2028, with outflows in the following three to five years.

Liquidity and Capital Resources

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No dividends have been declared since.

The declaration and payment of future common stock dividends, if any, will be at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements and other factors that the Board of Directors deems relevant.

The declaration and payment of future common stock dividends, if any, will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements and other factors that the Board of Directors deems relevant.

In addition, our debt facilities place limitations on the declaration and payment of future dividends.

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

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

Our liquidity and capital resources are summarized below:

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

(in millions, except ratios) March 29, 2025 December 31, 2024

Cash and cash equivalents $ 130 $ 125

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

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

At March 29, 2025, we had $158 million of gross availability and net available borrowings of $131 million after taking into account outstanding letters of credit of $27 million.

In addition to the availability under the ABL Credit Facility, we have $11 million available under our accounts receivable factoring line of credit in France.

(b) See Note 7—Debt and Finance Leases to our Financial Statements for further information.

As of March 29, 2025, we were in compliance with all financial and other covenants under our debt agreements.

Other Sources of Cash

SWEN Investment

In November 2024, we secured €30 million to be provided by SWEN in return for a 20 percent preferred equity interest in BioNova.

We received €15 million from SWEN in 2024 and we expect to receive the additional €15 million in late 2025.

BioNova Term Loan

In November 2024, we entered into a credit agreement that authorizes up to €37 million in seven- and eight-year secured term loan tranches.

As of March 29, 2025, no amounts were outstanding on the BioNova Term Loan.

We anticipate drawing on the term loans beginning in 2026.

Cash Requirements

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As part of our ongoing operations, we also periodically issue guarantees to third parties.

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

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

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

In connection with the indefinite suspension of operations at the Temiscaming High Purity Cellulose plant, we and GreenFirst have agreed that we will purchase the required volumes at market value and sell them to third parties at the same amount for an expected neutral impact.

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

There have been no material changes outside the ordinary course of business to the purchase obligations presented in our 2024 Form 10-K during the three months ended March 29, 2025.

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

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

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

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

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

2027 Term Loan .

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

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

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

Debt issuance and redemption .

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

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

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

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

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

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

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

Nine Months Ended

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

Three Months Ended

(in millions) March 29, 2025 March 30, 2024

Cash flows provided by (used in):

2 unchanged sentences

Financing activities (1) 1

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

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

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

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

Cash provided by operating activities increased $28 million compared to the prior year period primarily due to net cash inflows from working capital in the current year compared to net outflows in the prior year and lower interest paid on long-term debt due to the timing of payments.

Cash used in investing activities increased $5 million compared to the prior year period due to higher strategic and custodial capital spend.

Cash used in financing activities increased $2 million compared to the prior year period due to net repayments of long-term debt in the current period compared to net borrowings in the prior year and higher repurchases of common stock to satisfy tax withholding requirements.

These outflows were partially offset by net borrowings of short-term financing in the current period compared to net repayments in the prior year and prior year payment of debt issuance costs.

Performance and Liquidity Indicators

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In addition, analysts, investors and creditors use these non-GAAP financial measures when analyzing our operating performance, financial condition and cash-generating ability.

We use EBITDA and adjusted EBITDA as performance measures and adjusted free cash flows as a liquidity measure.

We use EBITDA and adjusted EBITDA as performance measures and adjusted free cash flow as a liquidity measure.

We do not consider non-GAAP financial measures an alternative to financial measures determined in accordance with GAAP.

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Adjusted EBITDA is defined as EBITDA adjusted for items that management believes are not representative of our core operations.

Income (loss) from continuing operations is reconciled to EBITDA and Adjusted EBITDA from continuing operations, by segment, as follows:

Net income (loss) is reconciled to EBITDA and Adjusted EBITDA by segment, as follows:

(in millions)

High Purity Cellulose Paperboard High-Yield Pulp Corporate Total

Three Months Ended September 28, 2024

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

Depreciation and amortization 32 4 — — 36

Interest expense, net — — — 20 20

Income tax benefit — — — (4) (4)

EBITDA-continuing operations 27 11 1 (20) 19

Asset impairment 25 — — — 25

Indefinite suspension charges 7 — — — 7

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

Three Months Ended September 30, 2023

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

Depreciation and amortization 32 3 1 — 36

Interest expense, net — — — 19 19

Income tax benefit — — — (5) (5)

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

Loss on debt extinguishment — — — 1 1

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

Nine Months Ended September 28, 2024

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

Cellulose Specialties Cellulose Commodities Biomaterials Paperboard High-Yield Pulp Corporate Total

Three Months Ended March 29, 2025

Net income (loss) $ 31 $ (12) $ 1 $ (1) $ (7) $ (44) $ (32)

Net income attributable to redeemable noncontrolling interest — — — — — — —

Net income (loss) attributable to RYAM 31 (12) 1 (1) (7) (44) (32)

Depreciation and amortization 15 10 1 5 1 (1) 31

Interest expense, net — — — — — 23 23

Income tax benefit — — — (6) (6)

EBITDA-continuing operations 136 38 3 (45) 132

Asset impairment 25 — — — 25

Income tax expense — — — — — (5) (5)

EBITDA attributable to RYAM 46 (2) 2 4 (6) (27) 17

Indefinite suspension charges — — — — — — —

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

Nine Months Ended September 30, 2023

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

Adjusted EBITDA attributable to RYAM $ 46 $ (2) $ 2 $ 4 $ (6) $ (27) $ 17

Three Months Ended March 30, 2024

Net income (loss) $ 38 $ (19) $ 2 $ 8 $ (1) $ (30) $ (2)

Net income attributable to redeemable noncontrolling interest — — — — — — —

Net income (loss) attributable to RYAM 38 (19) 2 8 (1) (30) (2)

Depreciation and amortization 17 12 — 4 1 — 34

1 unchanged sentence

Income tax benefit — — — — — — —

EBITDA-continuing operations 99 40 4 (43) 100

Pension settlement loss — — — 2 2

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

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

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

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

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

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

EBITDA and Adjusted EBITDA attributable to RYAM $ 55 $ (7) $ 2 $ 12 $ — $ (10) $ 52

EBITDA for the quarter ended March 29, 2025 decreased $35 million compared to the prior year quarter primarily driven by a decrease in net sales, higher key input costs, operational challenges at our plants in the current quarter, unfavorable foreign exchange rates and current quarter non-cash environmental reserves charges of $12 million.

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

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

Nine Months Ended

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

Three Months Ended

(in millions) March 29, 2025 March 30, 2024

Cash provided by operating activities $ 40 $ 12

2 unchanged sentences

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

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

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

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

Strategic capital expenditures for the three months ended March 29, 2025 and March 30, 2024 were $8 million and $5 million, respectively.

Adjusted free cash flow increased $26 million compared to the prior year period primarily due to improved working capital and lower interest payments, partially offset by higher capital expenditures.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis