Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) Rayonier Advanced Materials manufactures cellulose-based technologies, focusing on High Purity Cellulose after strategic asset sales and bioethanol investments - The company operates through three segments: High Purity Cellulose, Paperboard, and High-Yield Pulp, following asset sales[28](index=28&type=chunk) - The High Purity Cellulose segment is the primary driver of profitability, producing specialty and commodity cellulose products[29](index=29&type=chunk) - In August 2021, the company sold its Canadian lumber and newsprint assets, now classified as discontinued operations[27](index=27&type=chunk) - Investments include a second-generation bioethanol project at its Tartas, France facility, with commercial sales anticipated by mid-2023[25](index=25&type=chunk)[31](index=31&type=chunk) Research and Development Spend (in millions) | Category | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | **Research and Development Spend** | $7 | $7 | $6 | - As of year-end 2021, the company employed approximately **2,500 individuals**, with **72% unionized**[65](index=65&type=chunk) - No single customer represented more than **10% of consolidated net sales** in 2021[61](index=61&type=chunk) [Item 1A. Risk Factors](index=11&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks including pandemic impacts, macroeconomic pressures, operational challenges, significant debt, regulatory compliance, and trade policy uncertainties - The company is exposed to pandemic risks, such as COVID-19, leading to increased operating costs, demand volatility, and supply chain disruptions[74](index=74&type=chunk)[75](index=75&type=chunk) - The **ten largest customers** accounted for approximately **36% of 2021 revenue**, indicating customer concentration risk[15](index=15&type=chunk)[91](index=91&type=chunk) - International sales, comprising approximately **66% of 2021 revenue**, expose the company to currency fluctuations and trade barrier risks[84](index=84&type=chunk) - Significant debt obligations of approximately **$0.9 billion** as of December 31, 2021, could adversely impact business operations and financial obligations[124](index=124&type=chunk) - Approximately **$112 million** in U.S. softwood lumber duties were paid for former Canadian operations, with a potential refund expected but not assured[90](index=90&type=chunk) - Climate-related risks are categorized into Regulatory (e.g., GHG regulations), Transition to a low-carbon economy, and Physical risks (e.g., extreme weather)[117](index=117&type=chunk) [Item 1B. Unresolved Staff Comments](index=23&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - No unresolved staff comments were reported[133](index=133&type=chunk) [Item 2. Properties](index=23&type=section&id=Item%202.%20Properties) The company owns its primary manufacturing facilities for High Purity Cellulose, Paperboard, and High-Yield Pulp, located in Georgia, Florida, Québec (Canada), and France, while its corporate headquarters in Jacksonville, Florida is leased Manufacturing Facilities and Capacities | Segment/Location | Annual Production Capacity (metric tons) | Owned/Leased | | :--- | :--- | :--- | | **High Purity Cellulose** | | | | Jesup, Georgia, USA | 330,000 (CS/commodity) + 245,000 (commodity) | Owned | | Fernandina Beach, Florida, USA | 155,000 (CS/commodity) | Owned | | Temiscaming, Quebec, Canada | 150,000 (CS/commodity) | Owned | | Tartas, France | 140,000 (CS/commodity) | Owned | | **Paperboard** | | | | Temiscaming, Quebec, Canada | 180,000 | Owned | | **High-Yield Pulp** | | | | Temiscaming, Quebec, Canada | 290,000 | Owned | | **Corporate Headquarters** | | | | Jacksonville, Florida, USA | N/A | Leased | [Item 3. Legal Proceedings](index=23&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 21 of the consolidated financial statements - Details of the company's legal proceedings are disclosed in Note 21 — Commitments and Contingencies[136](index=136&type=chunk) [Item 4. Mine Safety Disclosures](index=23&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company[137](index=137&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=24&type=section&id=Item%205.%20Market%20for%20the%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the New York Stock Exchange under the symbol "RYAM", with its quarterly dividend suspended since September 2019 and approximately $60 million remaining on its share buyback program - The quarterly common stock dividend was suspended on **September 6, 2019**, with no dividends declared in 2020 or 2021[142](index=142&type=chunk) - Approximately **$60 million** remained available under the **$100 million** share buyback program as of December 31, 2021, with no repurchases in Q4 2021[143](index=143&type=chunk) Comparative Stock Performance (Indexed to $100) | | 12/31/2016 | 12/31/2017 | 12/31/2018 | 12/31/2019 | 12/31/2020 | 12/31/2021 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Rayonier Advanced Materials | $100 | $135 | $71 | $26 | $45 | $39 | | S&P Small Cap 600 | $100 | $113 | $104 | $127 | $141 | $179 | | S&P 500 Materials Index | $100 | $124 | $106 | $132 | $158 | $202 | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net sales increased to **$1.41 billion** in 2021 due to higher prices, improving operating loss, while strategic asset sales and debt repurchases impacted financial results and liquidity remained adequate - On August 28, 2021, the company completed the sale of its lumber and newsprint facilities to GreenFirst, now presented as discontinued operations[152](index=152&type=chunk) - In Q3 2021, approximately **$127 million** of 5.50% Senior Notes due 2024 were repurchased for **$124 million** cash, resulting in a **$2 million net gain**[152](index=152&type=chunk) - In October 2021, **$25 million** of 7.625% Senior Secured Notes due 2026 were redeemed at **103%**, incurring a **$1 million loss**[152](index=152&type=chunk) Consolidated Financial Performance (in millions) | Financial Metric | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | **Net Sales** | $1,408 | $1,344 | $1,431 | | **Gross Margin** | $75 | $64 | $54 | | **Operating Income (Loss)** | $(10) | $(30) | $(52) | | **Loss from Continuing Operations** | $(50) | $(38) | $(84) | | **Income from Discontinued Operations** | $116 | $39 | $61 | | **Net Income (Loss)** | $66 | $1 | $(23) | Liquidity and Debt Position (in millions) | | As of Dec 31, 2021 | As of Dec 31, 2020 | | :--- | :--- | :--- | | Cash and cash equivalents | $253 | $94 | | Availability under ABL Credit Facility | $103 | $102 | | Total debt | $929 | $1,084 | | Debt to capital ratio | 53% | 61% | EBITDA and Adjusted EBITDA (in millions) | | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | **EBITDA** | $120 | $94 | $90 | | **Adjusted EBITDA** | $128 | $100 | $101 | [Results of Operations (2021 vs. 2020)](index=31&type=section&id=Results%20of%20Operations%2C%20Year%20Ended%20December%2031%2C%202021%20versus%20December%2031%2C%202020) Net sales increased by **5%** to **$1.41 billion** in 2021 due to higher prices, improving operating loss despite increased input costs and shipping constraints Net Sales by Segment (in millions) | Net Sales | 2021 | 2020 | | :--- | :--- | :--- | | High Purity Cellulose | $1,091 | $1,051 | | Paperboard | $208 | $190 | | High-Yield Pulp | $136 | $125 | | **Total Net Sales** | **$1,408** | **$1,344** | Operating Income (Loss) by Segment (in millions) | Operating Income (Loss) | 2021 | 2020 | | :--- | :--- | :--- | | High Purity Cellulose | $20 | $7 | | Paperboard | $13 | $18 | | High-Yield Pulp | $7 | $0 | | Corporate | $(50) | $(55) | | **Total Operating Loss** | **$(10)** | **$(30)** | - High Purity Cellulose sales prices for specialties decreased **3%**, while commodity prices increased **37%**; specialty volumes rose **7%**, but commodity volumes fell **28%**[195](index=195&type=chunk) - Paperboard sales prices increased **8%** and volumes increased **2%**, driven by improved market demand[198](index=198&type=chunk) - High-Yield Pulp average sales prices increased **16%**, while sales volumes decreased **9%** due to shipping constraints[202](index=202&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily from operations, with **$253 million** cash and **$103 million** ABL availability at year-end, and total debt reduced to **$929 million** while remaining covenant compliant Cash Flow from Continuing Operations (in millions) | Cash Flow from Continuing Operations | 2021 | 2020 | | :--- | :--- | :--- | | Cash provided by operating activities | $74 | $54 | | Cash used for investing activities | $(97) | $(66) | - As of December 31, 2021, the company was in compliance with all financial covenants[230](index=230&type=chunk) - Adjusted free cash flow from continuing operations was a negative **$2 million** in 2021, down from a positive **$9 million** in 2020, due to higher costs and capital expenditures[257](index=257&type=chunk)[258](index=258&type=chunk) [Critical Accounting Policies and Use of Estimates](index=28&type=section&id=Critical%20Accounting%20Policies%20and%20Use%20of%20Estimates) Management identifies several critical accounting policies that require significant estimates and judgment, including environmental liabilities, pension obligations, and deferred tax asset realizability - Accrued environmental liabilities for disposed operations totaled **$171 million** at December 31, 2021, based on long-term spending projections[173](index=173&type=chunk) - Defined benefit pension plans were underfunded by **$126 million** at December 31, 2021, with funded status improving by **$78 million** due to settlements[176](index=176&type=chunk) Sensitivity of Pension Expense and Obligation to Key Assumptions (in millions) | Change in Assumption | Effect on 2022 Pension Expense | Effect on Dec 31, 2021 Projected Benefit Obligation | | :--- | :--- | :--- | | 50 bp decrease in discount rate | $3 | $52 | | 50 bp increase in discount rate | $(2) | $(46) | | 50 bp decrease in long-term return on assets | $3 | N/A | | 50 bp increase in long-term return on assets | $(3) | N/A | - The realizability of deferred tax assets is a critical estimate, requiring management to assess future profitability for valuation allowance determination[181](index=181&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=45&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks from interest rates, foreign currency, and commodity prices, with limited exposure to interest rate volatility due to predominantly fixed-rate debt - The company's primary market risks include changes in interest rates, foreign currency exchange rates (CAD, EUR), and commodity prices[265](index=265&type=chunk)[267](index=267&type=chunk)[461](index=461&type=chunk) - As of December 31, 2021, only **$7 million** of debt was variable rate, resulting in immaterial exposure to interest rate increases on existing debt[268](index=268&type=chunk) - The estimated fair value of fixed-rate debt was **$964 million** at year-end 2021, exceeding its principal amount of **$928 million**[269](index=269&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=45&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements for the fiscal year ended December 31, 2021, and the report from its independent registered public accounting firm, Grant Thornton LLP, which provided an unqualified opinion and highlighted two critical audit matters [Report of Independent Registered Public Accounting Firm](index=57&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Grant Thornton LLP issued an unqualified opinion on both the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2021, identifying two critical audit matters: environmental liabilities and deferred tax assets - Grant Thornton LLP issued an **unqualified opinion** on the financial statements, affirming fair presentation in all material respects[316](index=316&type=chunk)[317](index=317&type=chunk) - The accrual for environmental liabilities, totaling approximately **$171 million**, was a critical audit matter due to its significant, long-term, and subjective estimation[321](index=321&type=chunk)[322](index=322&type=chunk) - The realizability of deferred tax assets, with a gross value of approximately **$507 million**, was a critical audit matter due to high estimation uncertainty in forecasting future taxable income, especially for Canadian operations[325](index=325&type=chunk)[326](index=326&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=45&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure were reported[272](index=272&type=chunk) [Item 9A. Controls and Procedures](index=45&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021, with no material changes in internal control over financial reporting during the fourth quarter - Management concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2021[276](index=276&type=chunk) - No material changes in internal control over financial reporting occurred during Q4 2021[278](index=278&type=chunk) Part III [Items 10-14](index=47&type=section&id=Items%2010-14) The information required for Items 10 through 14, covering Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Certain Relationships, and Principal Accounting Fees, is incorporated by reference from the company's definitive Proxy Statement for its 2022 Annual Meeting of Stockholders - Information for Part III (Items 10-14) is incorporated by reference from the Company's 2022 Proxy Statement[283](index=283&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=48&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements, the financial statement schedule (Schedule II - Valuation and Qualifying Accounts), and all exhibits filed with the report, including key debt and asset purchase agreements - This item lists all exhibits filed with the Form 10-K, including Consolidated Financial Statements and Schedule II-Valuation and Qualifying Accounts[291](index=291&type=chunk)[292](index=292&type=chunk) - Key agreements filed as exhibits include the Indenture for 7.625% Senior Secured Notes due 2026, the ABL Credit Agreement due 2025, and the Asset Purchase Agreement with GreenFirst Forest Products Inc[295](index=295&type=chunk)[297](index=297&type=chunk) [Item 16. Form 10-K Summary](index=52&type=section&id=Item%2016.%20Form%2010-K%20Summary) No summary is provided under this item - No summary is provided under this item[299](index=299&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K For the transition period from to Commission File Number 001-36285 RAYONIER ADVANCED MATERIALS INC. Incorporated in the State of Delaware I.R.S. Employer Identification No. 46-4559529 1301 RIVERPLACE BOULEVARD, SUITE 2300 JACKSONVILLE, FL 32207 (Principal Executive Office) Telephone Number: (904) 357-4600 Securities registered pursuant to Section 12(b) of the Act: Common stock, par value $0.01 per share RYAM New York Stock Exc ...