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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No.: 000-51826

MERCER INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)


Washington		47-0956945
(State or other jurisdiction		(IRS Employer Identification No.)
of incorporation or organization)

Suite 1120, 700 West Pender Street,
Vancouver, British Columbia, Canada		V6C 1G8
(Address of Principal Executive Office)		(Zip Code)

Registrant’s telephone number including area code: (604) 684-1099

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered


Common Stock, par value $1.00 per share		MERC		NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, ~~2023~~2024, the last business day of the Registrant’s most recently completed second fiscal quarter, based on the closing price of the voting stock on the NASDAQ Global Select Market on such date, was approximately $~~515~~564.92 million.

As of February 1318, ~~2024~~2025 the Registrant had 66,~~524~~870,~~866~~774 shares of common stock, $1.00 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders to be held in ~~2024~~2025 are incorporated by reference into Part III hereof.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1
INDUSTRY, MARKET AND OTHER DATA		1
INTERNET AVAILABILITY AND ADDITIONAL INFORMATION		1
CURRENCY		2
PART I		3
ITEM 1.	BUSINESS	3
	Mercer	3
	Corporate Strategy	8
	Pulp Industry	9
	Solid Wood Industry	12
	Generation and Sales of Green Energy and Chemicals	1413
	Production Costs	1615
	Sales, Marketing and Distribution	1918
	Transportation	2120
	Capital Expenditures	2221
	Innovation	2221
	Environmental	2322
	Climate Change	2423
	Human Capital	2625
	Community Involvement	2827
	Commitment to Sustainability	2927
	Description of Certain Indebtedness	3029
ITEM 1A.	RISK FACTORS	3231
	Risks Related to our Business	3331
	Risks Related to our Debt	4240
	Risks Related to Macro-economic Conditions	43
	Risks Related to Macroeconomic Conditions	42
	Legal and Regulatory Risks	4544
	Risks Related to Ownership of our Shares	4746
ITEM 1B.	UNRESOLVED STAFF COMMENTS	4846
ITEM 1C.	CYBERSECURITY	4846
ITEM 2.	PROPERTIES	4948
ITEM 3.	LEGAL PROCEEDINGS	5251
ITEM 4.	MINE SAFETY DISCLOSURES	5251
PART II		5352
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	5352
NON-GAAP FINANCIAL MEASURES		5554
ITEM 6.	[RESERVED]	5655
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5655
	Results of Operations	5655
	Year Ended December 31, 2023 Compared to Year Ended December 31, 2022	60
	Year Ended December 31, 2024 Compared to Year Ended December 31, 2023	59
	Sensitivities	6362
	Liquidity and Capital Resources	6463
	Balance Sheet Data	6665
	Sources and Uses of Funds	6665
	Credit Facilities and Debt Covenants	6766
	Foreign Currency	6867
	Credit Ratings of Senior Notes	6867
	Critical Accounting Policies	6867
	New Accounting Standards	7372
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7372
	Foreign Currency Exchange Risk	7472
	Product Price Risk	7473

(i)

	Fiber Price Risk	7573
	Inflation Risk	7573
	Interest Rate Risk	7573
	Credit Risk	7674
	Risk Management and Derivatives	7674
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	7675
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	7675
ITEM 9A.	CONTROLS AND PROCEDURES	7775
	Evaluation of Disclosure Controls and Procedures	7775
	Management’s Report on Internal Control Over Financial Reporting	7775
	Changes in Internal Controls	7876
ITEM 9B.	OTHER INFORMATION	7876
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	7876
PART III		7977
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	7977
	Executive Chairman, Chief Executive Officer and Directors	79
	Chairman, Chief Executive Officer and Directors	77
	Other Executive Officers	8179
	Code of Business Conduct and Ethics and Anti-Corruption Policy	8380
ITEM 11.	EXECUTIVE COMPENSATION	8381
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	8381
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	8381
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	8381
PART IV		8482
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	8482
ITEM 16.	FORM 10-K SUMMARY	8583

(ii)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “seeks” or words of similar meaning, or future or conditional verbs, such as “will”, “should”, “could”, “may”, “aims”, “intends” or “projects”. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. These forward-looking statements are all based on currently available operating, financial and competitive information and the current expectations, estimates, forecasts about our business, results of operations, the industry in which we operate, economic and market outlooks and the beliefs and assumptions of our management. These forward-looking statements are subject to various risks and uncertainties, many of which are beyond our control. Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed under Item 1. “Business”, Item 1A. “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this Annual Report on Form 10-K and any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

INDUSTRY, MARKET AND OTHER DATA

In this Annual Report on Form 10-K, we rely on and refer to information and statistics regarding our market share and the markets in which we compete. We have obtained some of this market share information and industry data from internal surveys, market research, publicly available information and industry publications. Such reports generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy or completeness of such information is not guaranteed. Although we believe this information is reliable, we have not independently verified, nor can we guarantee, the accuracy or completeness of that information.

Statements in this Annual Report on Form 10-K concerning the production capacity of our mills are management estimates based primarily on historically achieved levels of production and assumptions regarding maintenance downtime. Statements concerning electrical generating capacity at our mills are also management estimates based primarily on our expected production (which largely determines the amount of electricity we can generate) and assumptions regarding maintenance downtime, in each case within manufacturers’ specifications of capacity.

INTERNET AVAILABILITY AND ADDITIONAL INFORMATION

In this Annual Report on Form 10-K, we incorporate by reference certain information contained in other documents filed with the U.S. Securities and Exchange Commission, referred to as the “SEC”, and we refer you to such information. We file annual, quarterly and current reports and other information with the SEC. The SEC maintains a website at www.sec.gov that contains these filings. You also may access, free of charge, our reports filed with the SEC through our website. Reports filed with the SEC will be available through our website as soon as reasonably practicable after they are filed. The information contained on or connected to our website, www.mercerint.com, is not incorporated by reference into this Annual Report on Form 10-K and should in no way be construed as a part of this or any other report that we filed with the SEC.

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CURRENCY

The following table sets out exchange rates, based on the noon buying rates in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, referred to as the “Noon Buying Rate”, for the conversion of dollars to euros and Canadian dollars in effect at the end of the following periods, the average exchange rates during these periods (based on daily Noon Buying Rates) and the range of high and low exchange rates for these periods:

Year Ended December 31,

2023

2022

2021

2020

2019

2024

2023

2022

2021

2020

($/€)

End of period

1.~~1062~~0351

1.~~0698~~1062

1.~~1318~~0698

1.~~2230~~1318

1.~~1227~~2230

High for period

1.~~0453~~0351

01.~~9616~~0453

10.~~1196~~9616

1.~~0682~~1196

1.~~0905~~0682

Low for period

1.~~1237~~1184

1.~~1487~~1237

1.~~2295~~1487

1.~~2280~~2295

1.~~1524~~2280

Average for period

1.~~0817~~0820

1.~~0534~~0817

1.~~1830~~0534

1.~~1410~~1830

1.~~1194~~1410

($/C$)

End of period

0.~~7575~~6944

0.~~7390~~7575

0.~~7827~~7390

0.~~7841~~7827

0.~~7715~~7841

High for period

0.~~7205~~6929

0.~~7208~~7205

0.~~7727~~7208

0.~~6878~~7727

0.~~7358~~6878

Low for period

0.~~7618~~7513

0.~~8031~~7618

0.~~8312~~8031

0.~~7865~~8312

0.~~7715~~7865

Average for period

0.~~7412~~7302

0.~~7691~~7412

0.~~7981~~7691

0.~~7457~~7981

0.~~7537~~7457

On February 1218, ~~2024~~2025, the most recent weekly publication of the daily Noon Buying Rate before the filing of this Annual Report on Form 10-K reported that the Noon Buying Rate as of February 914, ~~2024~~2025 for the conversion of dollars to euros and Canadian dollars was $1.~~0782~~0498 per euro and $0.~~7419~~7057 per Canadian dollar.

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PART I

ITEM 1. BUSINESS

In this document, please note the following:

•

references to “we”, “our”, “us”, the “Company” or “Mercer” mean Mercer International Inc. and its subsidiaries, unless the context clearly suggests otherwise, and references to “Mercer Inc.” mean Mercer International Inc. excluding its subsidiaries;

•

references to “$” or “dollars” shall mean U.S. dollars, which is our reporting currency, unless otherwise stated; “€” refers to euros; and “C$” refers to Canadian dollars;

•

references to “ADMTs” mean air-dried metric tonnes;

•

references to “CLT” mean cross-laminated timber;

•

references to "“glulam"” mean glue-laminated timber;

•

references to “m3” mean cubic meters;

•

references to “Mfbm” mean thousand board feet;

•

references to “MMfbm” mean million board feet;

•

references to “MW” mean megawatts and “MWh” mean megawatt hours;

•

references to “NBHK” mean northern bleached hardwood kraft;

•

references to “NBSK” mean northern bleached softwood kraft;

•

references to “tonnes” mean metric tonnes; and

•

our lumber metrics are converted from m3 to Mfbm using a conversion ratio of 1.6 m3 of lumber equaling one Mfbm, which is the ratio commonly used in the industry.

Due to rounding, numbers presented throughout this report may not add up precisely to totals we provide and percentages may not precisely reflect the absolute figures.

Mercer

General

We are a global forest products company and have two reportable operating segments:

•

Pulp – consists of the manufacture, sale and distribution of pulp, electricity and chemicals at our pulp mills.

•

Solid Wood – consists of the manufacture, sale and distribution of lumber, manufactured products (including CLT, glulam and finger joint lumber), wood pallets, electricity, biofuels and wood residuals at our sawmills and other facilities in Germany and our mass timber facilities in North America.

We have consolidated annual production capacity of approximately 2.31 million ADMTs of kraft pulp, 960 MMfbm of lumber, 210,000 m3 of CLT, 45,000 m3 of glulam, 17 million pallets, 230,000 tonnes of biofuels (wood pellets and briquettes) and ~~426.5~~398 MW of electrical generation.

Pulp Segment

We are one of the world’s largest producers of “market” NBSK pulp, which is pulp that is sold on the open market. Our size provides us with increased presence, better industry information in our markets and close customer relationships with many large pulp consumers.

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We operate four modern and highly efficient pulp mills. These include two NBSK mills in ~~Eastern~~ Germany and one NBSK mill and one “swing” kraft mill in Western Canada which produces both NBSK and NBHK.

We are the sole NBSK producer, and the only significant market pulp producer in Germany, which is the largest pulp import market in Europe. We supply the growing pulp demand in China both through our Canadian mills’ ready access to the Port of Vancouver and through our ~~Stendal~~German ~~mill~~mills’s existing logistics arrangements.

In addition, as a result of the significant investments previously made in cogeneration equipment, all of our mills generate and sell a significant amount of surplus “green” energy. We also produce and sell tall oil from black liquor, a by-product of our production process, which is used as both a chemical additive and as a green energy source.

In ~~the second quarter of~~ 2023, we commissioned the lignin pilot production and research and development facility at our Rosenthal mill. This facility can produce approximately ~~250~~300 tonnes of lignin per year. We believe lignin has the potential to be a sustainable green alternative to displace fossil fuels and hydrocarbon-based products.

Of our consolidated annual production capacity of approximately 2.31 million ADMTs of kraft pulp, approximately 21.08 million ADMTs, or 8986%, is NBSK and the balance is NBHK.

Key operating details for each of our pulp mills are as follows:

•

Stendal mill – Our Stendal mill is a modern, efficient, ~~single line,~~ ISO 9001, 14001, 38200 and 50001 certified NBSK pulp mill that has an annual production capacity of approximately 740,000 ADMTs and 148 MW of electrical generation. The Stendal mill is located near the town of Arneburg, Germany, approximately 80 miles west of Berlin.

•

Rosenthal mill – Our Rosenthal mill is a modern, efficient ISO 9001, 14001, 38200 and 50001 certified NBSK pulp mill that has an annual production capacity of approximately 360,000 ADMTs and 57 MW of electrical generation. The Rosenthal mill is located in the town of Rosenthal am Rennsteig, Germany, approximately 185 miles south of Berlin.

•

Celgar mill – Our Celgar mill is a modern, efficient ISO 9001 and 14001 certified NBSK pulp mill that has an annual production capacity of approximately 520,000 ADMTs and 100 MW of electrical generation. The Celgar mill is located near the city of Castlegar, British Columbia, Canada, approximately 375 miles east of Vancouver.

•

Peace River mill – Our Peace River mill is a modern, efficient ISO 9001 and 14001 certified mill that produces both NBSK and NBHK pulp and has an annual production capacity of approximately 475,000 ADMTs and 65 MW of electrical generation. The Peace River mill is located near the town of Peace River, Alberta, Canada, approximately 305 miles north of Edmonton. Peace River also holds two 20-year renewable governmental forest management agreements and three deciduous timber allocations in Alberta with an aggregate allowable annual cut of approximately 2.9 million m3 of hardwood and softwood allocations totaling 375,000 m3. Through our Peace River mill, we have a 50% proportionate share of the annual production capacity of the Cariboo mill, with our share of its annual production capacity being approximately 170,000 ADMTs and 28.5 MW of electrical generation. The Cariboo mill is located in Quesnel, British Columbia, Canada.

Our pulp mills are some of the newest and most modern pulp mills in Europe and North America. We believe the relative age, production capacity and electrical generation capacity of our mills provide us with certain manufacturing cost and other advantages over many of our competitors. We believe our competitors’ older mills do not have the equipment or capacity to produce or sell surplus power or chemicals in a meaningful amount. In addition, as a result of the relative age of our mills, they benefit from lower maintenance capital requirements and higher efficiency relative to many of our competitors’ mills.

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The following table sets out our pulp production, sales and ~~pulp~~ revenues for the periods indicated:

	Year Ended December 31,
	2023		2022		2021
	2024(1)		2023		2022
Pulp production ('000 ADMTs)		1,~~965~~843.61		1,~~878~~965.6		1,~~863~~878.96
Pulp sales ('000 ADMTs)		1,~~951~~899.28		1,~~917~~951.72		1,~~812~~917.7
Pulp revenues (in thousands)	$	1,~~402~~460,~~620~~460	$	1,~~686~~402,~~370~~620	$	1,~~389~~686,~~439~~370

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~~Our~~In ~~pulp~~March ~~mills generate and sell surplus electricity~~2024, ~~providing~~we usdisposed with a stable revenue source unrelated to pulp prices. Our German pulp mills also generate tall oil from black liquor, which is sold to third parties for use in numerous applications, including biofuels. Since our energy and chemical production are by-products of our ~~pulp~~50% ~~production~~joint ~~process,~~venture ~~there~~interest ~~are~~in ~~minimal incremental costs and our surplus energy and chemical sales are highly profitable. All of our mills generate and sell surplus energy to regional utilities or~~ the ~~regional~~Cariboo ~~electrical~~Pulp ~~market.~~& ~~Our~~Paper ~~German~~Company ~~mills can sell energy at market prices and our Stendal mill has the option to sell energy pursuant to a special tariff under Germany’s Renewable Energy Sources Act, or the~~ (“~~Renewable Energy Act~~CPP”). However, in 2023, as a result of higher energy prices resulting from reduced supply caused by the war in Ukraine, Stendal primarily sold energy at market prices which were generally higher than the tariff rate. Both the European Union and Germany have enacted or proposed legislation related to energy supply shortages and high energy prices resulting from the war, including a mandatory cap on market revenues at €180 per MWh for inframarginal generators such as renewables, nuclear and lignite producers. The price cap came into force in February 2023 and has been extended to January 2025. On December 16, 2022, the German government approved a "windfall" profits tax on energy producers which took effect from December 2022 until it expired in June 2023. The windfall profits tax was equivalent to 90% of the revenue above a "baseline" threshold for energy producers. See Item 1A. “Risk Factors – We sell surplus green energy in Germany and are subject to changing energy legislation in response to high prices and energy shortages".

Our pulp mills generate and sell surplus electricity, providing us with a stable revenue source unrelated to pulp prices. Our German pulp mills also generate tall oil from black liquor, which is sold to third parties for use in numerous applications, including biofuels. Since our energy and chemical production are by-products of our pulp production process, there are minimal incremental costs and our surplus energy and chemical sales are highly profitable. All of our mills generate and sell surplus energy to regional utilities or the regional electrical market. Our German mills sell energy at market prices. Previously, our Stendal mill also had the option to sell energy pursuant to a special tariff under Germany’s Renewable Energy Sources Act, or the “Renewable Energy Act”, which expired in December 2024. In 2024, Stendal primarily sold energy at market prices which were generally higher than the tariff rate. As a result of higher energy prices stemming from the war in Ukraine, in 2022, the European Union adopted a regulation that introduced a mandatory cap on market revenues of inframarginal electricity produced of €180 per MWh. In Germany, this was implemented through a “windfall” profits tax which took effect from December 2022 and expired in June 2023 with respect to electricity producers. See Item 1A. “Risk Factors – We sell surplus green energy in Germany and are subject to changing energy legislation in response to high prices and energy shortages”.

Our Peace River mill sells surplus energy to its regional electrical market. Our Celgar mill is party to a fixed electricity purchase agreement with the regional public utility provider for the sale of surplus power which runs until October 2030.

The following table sets out the amount of surplus energy we produced and sold and revenues from the sale of such surplus energy and chemicals in our pulp segment for the periods indicated:

Year Ended December 31,

2023

2022

2021

2024

2023

2022

(MWh)

($)

(MWh)

($)

(MWh)

($)

(in thousands)

Surplus electricity(1)

~~832~~797,~~587~~218

8972,~~134~~705

~~751~~832,~~720~~587

~~167~~89,~~518~~134

~~701~~751,~~971~~720

86167,~~311~~518

Chemicals

2415,~~376~~391

1224,~~229~~376

712,~~343~~229

Total

~~113~~88,~~510~~096

~~179~~113,~~747~~510

93179,~~654~~747

(1)

Does not include our 50% joint venture interest in ~~the Cariboo mill~~CPP, which iswas accounted for using the equity method. In March 2024, we disposed of this interest.

We serve pulp customers in Europe, Asia and North America. We primarily work directly with customers to capitalize on our geographic diversity, coordinate sales and enhance customer relationships. We believe our ability to deliver high-quality pulp on a timely basis and our customer service makes us a preferred supplier for many customers.

Solid Wood Segment

Our solid wood segment consists of the manufacture, sale and distribution of lumber, manufactured products (including CLT, glulam and finger joint lumber), wood pallets, electricity, biofuels and wood residuals from our sawmills and other facilities located in Germany and our mass timber facilities in North America~~, which include the recently acquired U~~.~~S. and Canadian facilities of the Structurlam group of companies, referred to as the “Structurlam Group”.~~

Since 2021, we have invested approximately $396.6 million to expand our solid wood activities and product mix, to acquire the Mercer Spokane Mass Timber facility, referred to as the "“Mercer Spokane facility"” in 2021, the Torgau facility in 2022 and substantially all of the assets of the Structurlam group of companies, referred to as the “Structurlam Group”, in June 2023 which included a mass timber production facility in Conway, Arkansas, referred to as the “Mercer Conway facility” and three mass timber production facilities

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~~which included a mass timber production facility~~ in ~~Conway, Arkansas, referred to as the "Mercer Conway facility" and three mass timber production facilities in~~ British Columbia, Canada. We combined the British Columbia facilities into one facility, referred to as the "“Mercer Okanagan facility"” after completing the acquisition.

In addition, since 2021 we have invested approximately $96134.30 million in capital expenditures in our solid wood segment to increase production, lower costs and enhance efficiency.

Our solid wood segment has an aggregate capacity of approximately 960 MMfbm of lumber, 210,000 m3 of CLT, 45,000 m3 of glulam, 17 million pallets, 230,000 tonnes of biofuels and 28 MW of electrical generation.

The following is a description of the mills and facilities comprising our solid wood segment:

•

Friesau mill – Our Friesau mill is ISO 50001 and 38200 certified and has an annual production capacity of approximately 550 MMfbm of lumber and 13 MW of electrical generation. The mill is located in Friesau, Germany, approximately 185 miles south of Berlin and 10 miles west of our Rosenthal mill and is one of the Rosenthal mill’s largest fiber suppliers. The mill has a diverse product line ranging from custom rough green and dry lumber for the European market to kiln-dried, dimension lumber for the United States, Japan, United Kingdom and other export markets.

•

Torgau facility – Our Torgau facility is ISO 50001 certified and is an integrated sawmill and value-add pallet production facility, with an annual production capacity of approximately 410 MMfbm of lumber, 17 million pallets and 15 MW of electrical generation. The Torgau facility can also produce up to 230,000 tonnes of biofuels, consisting of wood pellets and briquettes, used to generate electricity and thermal energy. The Torgau facility is currently one of the world’s largest producers of Euro-pallets, the standard European shipping pallet. The Torgau facility is located in Torgau, Germany, approximately 70 miles south of Berlin.

•

Mercer Spokane facility – The Mercer Spokane facility is a modern, 253,000 square foot manufacturing facility, ~~that~~with ~~has~~ an annual production capacity of 140,000 m3 of CLT. We believe that the facility is one of the largest CLT facilities in North America, ~~and that it~~ currently ~~represents~~representing approximately 20% of North American CLT capacity. CLT is a wood panel product, made from adhering layers of sawn lumber and is used as a more sustainable alternative to steel and concrete in building projects.

•

Mercer Conway facility – The Mercer Conway facility is a modern, state-of-the-art manufacturing facility that was built in 2021 and has an annual combined capacity of approximately 75,000 m3 of CLT and glulam. The Mercer Conway facility includes over 280,000 square feet of manufacturing space, and is strategically located in the Southern United States in proximity to growing construction markets with access to a large high-quality regional wood basket.

•

Mercer Okanagan facility – The Mercer Okanagan facility has an annual capacity of approximately 40,000 m3 of glulam and CLT. As glulam is commonly incorporated into mass timber construction projects, these assets complement our ~~Mercer~~other ~~Spokane~~mass ~~facility~~timber facilities and enhance our ability to service the growing customer base for our mass timber business.

The European and U.S. lumber markets are very different. In the European market, lumber is generally customized in terms of dimensions and finishing. The U.S. market is driven primarily by demand from new housing starts and home renovation activities and dimensions and finishing are generally standardized. Additionally, lumber production and sales in Europe are commonly measured in m3, whereas in the U.S. they are measured in Mfbm.

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The following table sets out our ~~major~~lumber, ~~product~~manufactured ~~production~~products, pallet and ~~revenues~~biofuels inproduction, ~~our~~sales ~~solid~~and ~~wood~~revenues ~~segment~~ for the periods indicated:

	Year Ended December 31,
	2023		2022(1)		2021
	2024		2023		2022(1)
Lumber production (MMfbm)		~~462~~475.36		~~442~~462.23		~~447~~442.92
Lumber sales (MMfbm)		~~500~~470.54		~~409~~500.95		~~419~~409.79
Lumber revenues (in thousands)	$	217,~~939~~471	$	~~288~~217,~~002~~939	$	~~293~~288,~~166~~002
Energy production and sales (‘000 MWh)		160.2		109.6		74.6
Manufactured products production(2) (‘000 m3)		34.0		25.1		36.3
Energy revenues (in thousands)	$	21,451	$	25,653	$	11,547
Manufactured products sales(2) (‘000 m3)		30.7		33.4		28.8
Manufactured products production(2) (‘000 m3)		25.1		36.3		6.1
Manufactured products revenues(2) (in thousands)	$	100,565	$	58,895	$	22,759
Manufactured products sales(2) (‘000 m3)		33.4		28.8		4.1
Pallet production (‘000 units)		10,243.5		10,707.2		2,568.4
Manufactured products revenues(2) (in thousands)	$	58,895	$	22,759	$	2,391
Pallet sales (‘000 units)		10,089.2		11,041.2		2,646.3
Pallet production (‘000 units)		10,707.2		2,568.4		—
Pallet revenues (in thousands)	$	104,386	$	121,424	$	36,063
Pallet sales (‘000 units)		11,041.2		2,646.3		—
Biofuels production(3) (‘000 tonnes)		160.4		167.2		45.7
Pallet revenues (in thousands)	$	121,424	$	36,063	$	—
Biofuels sales(3) (‘000 tonnes)		184.4		144.8		49.8
Biofuel production(3) (‘000 tonnes)		167.2		45.7		—
Biofuels revenues(3) (in thousands)	$	40,082	$	40,680	$	17,691
Biofuel sales(3) (‘000 tonnes)		144.8		49.8		—
Biofuel revenues(3) (in thousands)	$	40,680	$	17,691	$	—
Wood residuals revenues (in thousands)	$	11,665	$	18,290	$	6,368

(1)

Includes results of the Torgau facility since September 30, 2022.

(2)

Primarily includes CLT, ~~glulam~~ and ~~finger~~glulam ~~joint lumber~~ for the ~~year~~years ended December 31, ~~2023,~~2024 ~~CLT~~ and ~~finger joint lumber for the year ended~~ December 31, ~~2022~~2023. ~~and~~Primarily includes finger joint lumber for the year ended December 31, ~~2021~~2022.

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Includes pellets and briquettes.

The Friesau mill and Torgau facility generate electricity for minimal incremental costs, all of which is sold, providing a stable revenue source unrelated to lumber prices. Both the Friesau mill and Torgau facility can sell surplus electricity at market prices or pursuant to special tariff rates under the Renewable Energy Act. In ~~2023~~2024, the Friesau mill and Torgau facility primarily sold energy at their special tariff rates which were generally higher than market prices.

The following table sets out the amount of surplus energy we produced and sold and revenues from the sale of surplus energy by our Friesau mill and Torgau facility for the periods indicated.

Year Ended December 31,

2023

2022(1)

2021

2024

2023

2022(1)

(MWh)

($)

(MWh)

($)

(MWh)

($)

(in thousands)

Surplus electricity

~~160~~126,~~161~~280

2116,~~451~~512

~~109~~160,~~582~~161

2521,~~653~~451

74109,~~648~~582

1125,~~547~~653

(1)

Includes results of the Torgau facility since September 30, 2022.

Corporate Structure, History and Development of Business

Mercer Inc. is a corporation organized under the laws of the State of Washington whose common stock is quoted and listed for trading on the NASDAQ Global Select Market (MERC).

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The following chart sets out our principal operating subsidiaries, all of which are directly or indirectly 100% owned, their jurisdictions of organization and their principal activities:

~~Principal Operating Subsidiaries~~ Name Jurisdiction ~~ofOrganization~~of Organization Principal Activities Mercer Stendal GmbH ~~(formerly Zellstoff Stendal GmbH)~~ Germany Pulp, energy and chemical production and sales Mercer Rosenthal GmbH ~~(formerly Zellstoff-und Papierfabrik Rosenthal GmbH)~~ Germany Pulp, energy and chemical production and sales Mercer Celgar Limited Partnership British Columbia, Canada Pulp, energy and chemical production and sales Mercer Peace River Pulp Ltd. British Columbia, Canada Pulp and energy production and sales Mercer Timber Products GmbH Germany Lumber and energy production and sales Mercer Spokane LLC ~~(formerly Mercer Mass Timber LLC)~~ Washington, U.S.A. CLT production and sales Mercer Torgau GmbH & Co. KG ~~(formerly HIT Holzindustrie Torgau GmbH & Co. KG)~~ Germany Pallets, lumber, biofuels and energy production and sales Mercer Holz GmbH Germany Wood procurement and logistics Mercer Conway Inc. Delaware, U.S.A. CLT and glulam production and sales

We entered into the pulp business in 1994 by acquiring our Rosenthal mill and in 1999 converted it to the production of kraft pulp. We subsequently expanded our pulp operations by constructing the Stendal mill at a cost of approximately $1.1 billion in 2004 and acquired the Celgar mill in 2005 and the Peace River mill in 2018.

In 2017, we entered into the solid wood business when we acquired the Friesau mill. In 2021, we acquired the Mercer Spokane facility for approximately $51.3 million. In September 2022, we acquired all of the outstanding shares of the parent company of Mercer Torgau GmbH & Co. KG, the owner of the Torgau facility, for approximately $263.2 million, inclusive of working capital. In June 2023, we acquired the Mercer Conway facility and Mercer Okanagan facility from the Structurlam Group for approximately $82.1 million.

Corporate Strategy

Our corporate strategy is designed to, among other things, grow and expand our assets in our areas of expertise in the forest products industry in a sustainable manner. This includes organic growth through targeted capital expenditures focused on enhancing our existing assets, including to diversify our product offering and revenue sources, and acquisitions of complementary or additional assets, while maintaining the integrity of our balance sheet and liquidity. We strive to operate modern world class facilities with a high standard of environmental, social and governance performance.

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The maintenance of modern, reliable and energy efficient operations is key to our ability to produce stable returns through the economic cycle. The markets for our principal products are cyclical and subject to global economic influences. Further, our manufacturing operations are capital intensive and complex. Maintaining a high standard of maintenance and strategic capital expenditure programs differentiates us from older, higher cost, lower efficiency competitors. We believe that over time this will reduce our exposure to product price volatility, unexpected downtime and changes in environmental and regulatory conditions.

We ~~focus~~seek onto ~~maintaining~~have a balance sheet that allows us to advance our objectives through the full economic cycle, while at the same time, ~~giving~~gives us ~~some~~the flexibility to take advantage of strategic growth opportunities as they arise. We maintain a foundation of long-term, unsecured, senior notes with expiry dates ~~ranging~~between ~~from~~2028 ~~2026~~and to 2029. In addition to cash on hand, we have a series of revolving credit facilities intended to provide liquidity and flexibility in times of opportunity or economic slowdown.

In furtherance of this strategy, since 2021 we have completed a series of acquisitions that expanded and diversified our product mix in the solid wood segment, including the acquisition of the Mercer Spokane facility in 2021, the Torgau facility in 2022 and the Mercer Conway facility and the Mercer Okanagan facility in 2023. In particular, the acquisition of the Mercer Conway facility, along with its glulam production capabilities, positions us to capitalize on the growing market share of CLT and glulam in North American construction as customers seek more carbon-efficient building alternatives.

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Pulp Industry

General

Pulp is used in the production of paper, tissues and paper-related products. Pulp is generally classified according to its fiber type, production process and degree of bleaching. Kraft pulp, a type of chemical pulp, is produced through a sulphate chemical process in which lignin, the component of wood which binds individual fibers, is dissolved in a chemical reaction. Chemically prepared pulp allows the wood’s fiber to retain its length and flexibility, resulting in stronger paper products. Kraft pulp can be bleached to increase its brightness. Softwood kraft pulp is noted for its strength, brightness and absorption properties and is used to produce a variety of products, including lightweight publication grades of paper, tissues and other paper-related products.

Bleached kraft pulp is comprised of either softwood kraft made from coniferous trees ~~and~~or hardwood kraft made from deciduous trees. Softwood species generally have long, flexible fibers which add strength to paper while fibers from species of hardwood contain shorter fibers which lend bulk and opacity.

We primarily produce and sell NBSK pulp manufactured using northern softwood, which is considered a premium grade because of its strength. It generally obtains the highest price relative to other kraft pulps. Our Peace River mill produces both NBSK and NBHK pulp.

Most paper users of market kraft pulp use a mix of softwood and hardwood grades to optimize production and product qualities. In ~~2023~~2024, market kraft pulp consumption was approximately 6061% hardwood bleached kraft and 3736% softwood bleached kraft, with the remainder comprised of unbleached pulp. Over the last several years, production of hardwood pulp, based on fast growing plantation fiber primarily from Asia and South America, has increased much more rapidly than that of softwood grades, because of longer growth cycles. Hardwood kraft generally has a cost advantage over softwood kraft as a result of lower fiber costs, higher wood yields and, for newer hardwood mills, economies of scale. As a result of this growth in supply and lower costs, kraft pulp customers have substituted some of the pulp content in their products to hardwood pulp.

However, the requirement for strength and formation characteristics in finished goods counters customers’ ability to substitute cheaper hardwood pulp for NBSK. Paper and tissue makers focus on larger paper machines with higher speeds and lower basis weights for certain papers which require the strength characteristics of softwood pulp. Additionally, where paper products are lightweight or specialty papers such as premium tissue or magazine paper, or where strength or absorbency are important, softwood kraft forms a significant proportion of the fiber used. As a result, we believe that the ability of kraft pulp users to further substitute hardwood for softwood pulp is limited by such requirements.

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significant proportion of the fiber used. As a result, we believe that the ability of kraft pulp users to further substitute hardwood for softwood pulp is limited by such requirements.

Kraft pulp can be made in different grades, with varying technical specifications, for different end uses. Softwood kraft pulp is an important ingredient for tissue manufacturing and tissue demand tends to increase with living standards in developing countries. Softwood kraft pulp is also valued for its reinforcing role in mechanical printing papers and is sought after by producers of paper for the publishing industry, primarily for magazines and advertising materials.

Markets

We believe that ~~over~~approximately ~~158~~160 million ADMTs of chemical pulp are converted annually into tissues, printing and writing papers, carton boards and other specialty grades of paper and paperboard around the world. We also believe that approximately 4143% of this pulp is sold on the open market as market pulp, while the remainder is produced for internal purposes by integrated paper and paperboard manufacturers.

The pulp business is highly cyclical in nature and markets are characterized by periods of supply and demand imbalance, which in turn affect prices. Pulp markets are highly competitive and are sensitive to cyclical changes in the global economy, industry capacity and foreign exchange rates, all of which can have a significant influence on selling prices and our operating results. The length and magnitude of industry cycles have varied over time but generally reflect changes in ~~macro-economic~~macroeconomic conditions and levels of industry capacity. Pulp is a commodity that is generally available from other producers. As commodity products have few distinguishing qualities from producer to producer, competition is generally based upon price, which is primarily determined by supply relative to demand.

Between 2014 and 2023, worldwide demand for chemical market pulp overall grew at an average rate of approximately 2% annually, with worldwide demand for bleached softwood kraft market pulp generally flat over the same time period.(9)

~~NBSK~~capacity. ~~pulp~~Pulp ~~demand~~ is ~~significantly~~a ~~impacted~~commodity bythat ~~global~~is ~~macro-economic~~generally ~~trends.~~available ~~Certain~~from ofother ~~such~~producers. ~~trends~~As commodity products have ~~had~~few adistinguishing ~~positive~~qualities ~~effect~~from onproducer ~~pulp~~to ~~demand~~producer, ~~while~~competition ~~others~~is ~~have~~generally ~~had~~based aupon ~~negative~~price, ~~impact~~which is primarily determined by supply relative to demand.

ABetween ~~major~~2015 ~~long-term macro trend has been the increase in demand from emerging markets,~~ and ~~in particular China. In China alone~~2024, ~~tissue~~overall ~~production~~worldwide ~~capacity~~demand ~~has~~for ~~increased by approximately 8.3 million ADMTs over the last five years. In China, imports of~~ chemical ~~softwood~~ market pulp grew ~~overall~~at byan ~~approximately~~average 8%rate ~~per~~of ~~annum~~approximately ~~for~~2% ~~the~~annually, ~~period~~with ~~from~~worldwide ~~2014~~demand tofor ~~2023~~bleached ~~and~~softwood itkraft ismarket apulp ~~key~~generally ~~driver~~flat ofover ~~pulp~~the ~~demand~~same ~~and~~time ~~consumption~~period.

WeNBSK ~~believe~~pulp ~~that~~demand ~~emerging~~is ~~markets~~significantly ~~now~~impacted ~~account~~by ~~for~~global ~~approximately~~macroeconomic ~~61%~~trends. Certain of ~~total~~such ~~global~~trends ~~demand~~have ~~for~~had ~~bleached~~a ~~softwood~~positive ~~kraft~~effect ~~market~~on pulp ~~and~~demand ~~China~~while ~~itself~~others ~~now~~have ~~accounts~~had ~~for~~a ~~approximately~~negative ~~35% of such global demand~~impact.

A major long-term macro trend has been the increase in demand from emerging markets, and in particular China. In China alone, tissue production capacity has increased by approximately 9.5 million ADMTs over the last five years. In China, imports of chemical softwood market pulp grew overall by approximately 5% per annum for the period from 2015 to 2024 and it is a key driver of pulp demand and consumption. We believe that emerging markets now account for approximately 59% of total global demand for bleached softwood kraft market pulp and China itself now accounts for approximately 33% of such global demand.

Two other macro trends positively affecting pulp demand have been the increase in usage and demand for tissue and hygiene products, particularly in China and emerging markets generally and the global reliance on online delivery of products which has increased demand for packaging and specialty products.

Two ~~macro-economic~~macroeconomic trends that have negatively impacted pulp demand are:

•

the material decline in graphic and printing and writing paper demand in recent years, with a material portion of such decline not expected to return; and

•

paper demand in the historically mature markets of North America, Europe and Japan has been declining or stagnating, which has resulted in Western Europe currently accounting for approximately 1920% of global bleached softwood kraft market pulp demand compared to approximately 2726% in ~~2014~~2015.

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The trends and changes in NBSK pulp demand by end use are reflected in the following chart which compares worldwide NBSK pulp demand by end use for the periods indicated:

NBSK Pulp Demand by End Use

We believe ~~2023~~2024 NBSK demand by end use was generally consistent with the trend in the chart above.

Oversupply of our products can result from producers introducing new capacity in response to favorable pricing trends. In ~~2023~~2024, there was a net increase in pulp capacity of approximately 32.35 million ADMTs, primarily of hardwood kraft pulp. Currently, we are aware of approximately 30.54 million ADMTs of ~~announced net capacity increases primarily of hardwood kraft pulp scheduled to come online in 2024.~~

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announced net capacity increases primarily of softwood kraft pulp scheduled to come online in 2025.

NBSK Pulp Pricing

Kraft pulp is a globally traded commodity and prices are highly cyclical. Kraft pulp prices are generally quoted in dollars. Pricing is primarily influenced by the balance between supply and demand, as affected by global ~~macro-economic~~macroeconomic conditions, changes in consumption and capacity, the level of customer and producer inventories and fluctuations in exchange rates. Generally, we and other producers consider global NBSK pulp supply and demand to be evenly balanced when world inventory levels are at about 3236 days’ supply.

As the majority of market NBSK pulp is produced and sold by Canadian and Northern European producers, while the price of NBSK pulp is generally quoted in dollars, pricing is often affected by fluctuations in the currency exchange rates for the dollar versus the euro and the Canadian dollar. As NBSK pulp producers generally incur costs in their local currency, while pulp is quoted in dollars, a dollar strengthening generally benefits producers’ businesses and operating margins. Conversely, a weakening of the dollar versus the local currency of producers generally adversely affects producers’ businesses and operating margins.

As a corollary to changes in exchange rates between the dollar and the euro and Canadian dollar, a stronger dollar generally increases costs to customers of NBSK pulp producers and results in downward pressure on prices. Conversely, a weakening dollar generally supports higher pulp pricing. However, there is invariably a time lag between changes in currency exchange rates and pulp prices. This lag can vary and is not predictable with any certainty.

Although China is now the largest market globally for pulp, Europe has also historically been a significant market. As NBSK pulp is a premium grade of pulp, the European market NBSK list price is at times used by the industry as a benchmark reference price. The third -party industry quoted average European list prices for NBSK pulp since ~~2014~~2015 have fluctuated between a low of approximately $790 per ADMT in 2016 and a high of $1,~~500~~635 per ADMT in ~~2022~~2024.

Our pulp sales realizations in Europe and North America are based on third -party industry quoted list prices, net of customer discounts, rebates and other selling concessions. Our sales to China and Asia are generally based closer to third-party industry quoted prices, which are quoted on a net basis, inclusive of discounts, allowances, rebates and other selling concessions. As a result, our net sales realizations in China are generally similar to other markets. The following table sets out third-party industry quoted list prices (before discounts and rebates) for NBSK pulp in Europe and North America and net prices for NBSK pulp in China as of the dates indicated:

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	December 31,
	2024		2023
	($/ADMT)
Europe (List Price)		1,485		1,300
North America (List Price)		1,675		1,350
China (Net Price)		770		730

closer to a net price with significantly lower or little discounts and rebates. As a result, our net sales realizations in China are generally similar to other markets.

The following table sets out third party industry quoted list prices (before discounts and rebates) for NBSK pulp in Europe and North America and net prices for NBSK pulp in China as of the dates indicated:

	December 31,
	2023		2022
	($/ADMT)
Europe (List Price)		1,300		1,425
North America (List Price)		1,350		1,720
China (Net Price)		730		885

Seasonality

We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These factors are common in the kraft pulp industry. We generally have weaker pulp demand in China in the period relating to the lunar new year and in Europe during the summer holiday months. We typically have a seasonal build-up in raw material inventories in the early winter months as our mills build up their fiber supply for the winter when there is reduced availability.

Competition

The pulp market is highly fragmented and competitive with many producers competing globally. Producers ranging from small independent manufacturers to large integrated companies produce pulp worldwide. In recent years there has been a trend for industry consolidation and the creation of larger competitors. Pulp is generally a commodity product and our pulp competes with similar products manufactured and distributed by many other producers. While many factors influence our competitive position, particularly in weak economic times, a primary factor is price. Other factors include quality, service, access to reasonably priced fiber and convenience of location. Some of our competitors are larger than we are in certain markets and have substantially greater financial resources. These resources may afford those competitors more purchasing power, increased financial flexibility, more capital resources for expansion and improvement and enable them to compete more effectively.

~~Our key NBSK pulp competitors are principally located in Northern Europe and Canada and include Metsä Fibre, Södra Cell, Ilim, Paper Excellence, UPM, Stora Enso, SCA and Canfor Pulp.~~(11)

by many other producers. While many factors influence our competitive position, particularly in weak economic times, a primary factor is price. Other factors include quality, service, access to reasonably priced fiber and convenience of location. Some of our competitors are larger than we are in certain markets and have substantially greater financial resources. These resources may afford those competitors more purchasing power, increased financial flexibility, more capital resources for expansion and improvement and enable them to compete more effectively. Our key NBSK pulp competitors are principally located in Northern Europe and Canada and currently include Metsä Fibre, Södra Cell, Ilim, Domtar, UPM, SCA, Stora Enso and Canfor Pulp.

Solid Wood Industry

General

Products and Markets

Our Friesau mill has two high-volume Linck sawlines and has the ability to produce both rough and planed products. The sawmill principally manufactures finished sawn lumber milled from spruce and pine, including European metric and specialty lumber, U.S. dimensional lumber and J-grade lumber, in various sizes and grades.

The Torgau facility is an integrated sawmill and value-add pallet production facility. The facility produces, among other products, lumber, wood pallets and biofuels. The lumber produced at the facility is used for, among other things, pallet production and also for dimensional lumber for the European, U.S. and Asian markets.

Demand for lumber is cyclical and influenced by factors that affect consumer confidence and drive demand for residential construction, such as interest rates, disposable income, unemployment rates, perceived job security and other indicators of general economic conditions. Demand is also affected by the availability of skilled construction trades and construction finishing products, transportation costs, exchange rates, government tariffs and the competitiveness of substitute products. Demand can vary from region to region within a country and seasonal factors that determine optimal building conditions can also affect demand.

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skilled construction trades and construction finishing products, transportation costs, exchange rates, government tariffs and the competitiveness of substitute products. Demand can vary from region to region within a country and seasonal factors that determine optimal building conditions can also affect demand.

The process for manufacturing lumber results in a significant percentage of each sawlog ending up as by-products or residuals such as wood chips, trim blocks, sawdust shavings and bark. Due to the close proximity of the German pulp mills to the Friesau mill and Torgau facility, we are able to achieve fiber utilization and fiber logistics synergies. By-products at the Friesau mill are typically used as fuel for our cogeneration power plant or sold to a wide variety of customers. In addition, we utilize a significant portion of the chips from the Friesau mill at our Rosenthal mill. At the Torgau facility sawmill residuals are used by our pulp mills or used to produce heating pellets and briquettes. Bark is used to generate electricity and thermal energy.

The main markets for our lumber products are in the United States and Europe. Our Friesau mill and Torgau facility lumber sales are to a diverse customer base. Customers include national and regional distributors, large construction firms, secondary manufacturers, retail yards and home centers.

Our Friesau mill and Torgau facility lumber sales are to a diverse customer base. Customers include national and regional distributors, large construction firms, secondary manufacturers, retail yards and home centers.

Our Torgau facility also sells pallets and biofuels to a diverse customer base that is primarily located within a 185 mile range of the facility. The facility is one of the world’s largest producers of Euro-pallets, the standard European shipping pallet.

The Mercer Spokane facility, Mercer Conway facility and Mercer Okanagan facility produce CLT, a wood panel product, made from adhering layers of sawn lumber that is used as a more sustainable alternative to steel and concrete in building projects. We believe the facilities currently represent approximately 3530% of North American CLT capacity. The facilities'’ customers are mainly building contractors or property owners. The Mercer Conway facility and Mercer Okanagan facility are also able to produce glulam, a stress-rated, engineered wood product comprised of wood laminations that are bonded together. It is commonly used for support structures such as columns, beams, floor-joints and trusses, offering a high degree of customization and pre-fabrication. The Mercer Spokane facility, Mercer Conway facility and Mercer Okanagan facility also produce finger joint lumber, a product which joins short pieces of wood together to form pieces of greater length.

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engineered wood product comprised of wood laminations that are bonded together. It is commonly used for support structures such as columns, beams, floor-joints and trusses, offering a high degree of customization and pre-fabrication. The Mercer Spokane facility, Mercer Conway facility and Mercer Okanagan facility also produce finger joint lumber, a product which joins short pieces of wood together to form pieces of greater length.

Competition

The markets for our lumber products are highly competitive with many producers competing globally. Producers range from small independent mills to very large global producers, including integrated forest products companies. In recent years, there has been significant consolidation in the solid wood industry that has resulted in the creation of even larger global competitors. Producers compete generally on price, quality and service. With respect to lumber and certain solid wood products, these are commodities with few distinguishing features and producers primarily compete based on delivered price. Factors influencing our competitive position include, among others, the availability, quality and cost of raw materials, including fiber, energy and labor, the efficiency and productivity of our facilities and our ability to utilize or sell by-products from the lumber manufacturing process. The Friesau mill and Torgau facility lumber sales also compete in international markets subject to currency fluctuations and global business conditions. Our key competitors in the segment currently include West Fraser, Canfor, Interfor, ~~Resolute Forest Products~~Domtar, Weyerhaeuser, Binderholz, Stora Enso and Ilim.

The Torgau facility’s pallets compete with other European pallet producers. The German pallet market is dominated by wood pallet producers. Since most pallets are standardized, there is limited room for product differentiation, implying that logistical organization, production capacity, and the ability to meet just-in-time demand form regional competitive advantages.

~~The~~Our ~~Mercer~~mass ~~Spokane~~timber ~~facility,~~facilities ~~Mercer Conway facility and Mercer Okanagan facility~~ compete with other producers of CLT, glulam and alternative building materials such as concrete and steel. These building alternatives can be competitive on a cost basis, and have the added benefit of being in wide use for multiple years, as opposed to CLT and glulam which are relatively new in its North American adoption. These alternatives, however, lack the environmental attributes of CLT and glulam, in addition to its aesthetic appearance.

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alternatives, however, lack the environmental attributes of CLT and glulam, in addition to its aesthetic appearance.

Generation and Sales of Green Energy and Chemicals

General

Our pulp mills are large scale bio-refineries that, in addition to pulp, also produce surplus “carbon neutral” or green energy. As part of the pulp production process, our mills generate green energy using carbon neutral biofuels such as black liquor and wood waste in a cogeneration process. Through the incineration of biofuels in the recovery and power boilers, our mills produce sufficient steam to cover all of our steam requirements and allow us to produce surplus electricity which we sell to third-party utilities or into the regional electricity market. As a result, we have benefited from green energy legislation, incentives and commercialization that have developed over the last decades in Europe and Canada along with strong electricity prices. In addition, in recent years we have applied considerable resources to increasing our capacity to produce and sell chemicals, primarily tall oil for use in numerous applications including biofuels.

Our Friesau mill and Torgau facility also generate and sell green energy produced from their biomass cogeneration power plants. Our surplus energy and chemical sales provide us with a stable revenue source unrelated to pulp or lumber prices. Since our energy and chemical production are by-products of our production processes, there are minimal incremental costs resulting in our surplus energy and chemical sales being highly profitable. We believe that this revenue source gives our mills a competitive advantage over other older mills which do not have the equipment or capacity to produce and/or sell surplus power and/or chemicals in a meaningful amount.

Our surplus energy and chemical sales provide us with a stable revenue source unrelated to pulp or lumber prices. Since our energy and chemical production are by-products of our production processes, there are minimal incremental costs resulting in our surplus energy and chemical sales being highly profitable. We believe that this revenue source gives our mills a competitive advantage over other older mills which do not have the equipment or capacity to produce and/or sell surplus power and/or chemicals in a meaningful amount.(13)

The following chart sets out our electricity generation and surplus electricity sales for the periods indicated:

Electricity Generation and Exports(1)

(1)

Does not include ~~electricity generation and exports of~~ our 50% joint venture interest in ~~the Cariboo mill~~CPP, which iswas accounted for using the equity method. In March 2024, we disposed of this interest.

(2)

Includes results of the Torgau facility since September 30, 2022.

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The following chart sets out our consolidated revenues from electricity and chemical sales for the periods indicated:

Energy and Chemical Revenue(1)

(1)

Does not include ~~energy revenues of~~ our 50% joint venture interest in ~~the Cariboo mill~~CPP, which iswas accounted for using the equity method. In March 2024, we disposed of this interest.

(2)

Includes results of the Torgau facility since September 30, 2022.

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Germany

Certain of our German mills have the option to sell their surplus electricity at special tariffs under the Renewable Energy Act. The special ~~tariff~~tariffs expire in 2029 for our ~~Stendal~~Friesau mill isand inbetween ~~effect~~2029 ~~until~~and ~~December~~2034 ~~2024,~~ for ~~our~~the ~~Friesau~~four ~~mill~~cogeneration ~~until~~power ~~2029~~plants ~~and~~at ~~for~~ our Torgau facility's. ~~four~~The ~~cogeneration~~special ~~power~~tariff ~~plants~~for ~~range~~our ~~from~~Stendal ~~2029~~mill toexpired ~~2034.~~in December 2024.

In ~~2023~~2024, our ~~Stendal~~Friesau mill and Torgau facility primarily sold energy at their special tariff rates which were generally higher than market prices. ~~Our~~In ~~Friesau~~2024, ~~mill~~our ~~and~~Stendal ~~Torgau~~mill ~~facility~~ primarily sold energy at ~~their~~market ~~special~~prices, ~~tariff rates~~ which were generally higher than ~~market~~the ~~prices~~special tariff rate.

In ~~2023~~2024, energy sales ~~for~~at our German mills were approximately $9278.81 million or ~~855~~770,~~728~~303 MWh.

In connection with our focus on the growing bio-energy market, we sell tall oil, a by-product of our pulp production process, which is used as both a chemical additive and as a green energy source. In ~~2023~~2024, we generated approximately $2415.34 million from the sale of tall oil and other chemicals from our pulp segment.

Canada

Our Celgar mill is party to an electricity sales agreement with the provincial energy utility for a ten-year term that expires in October 2030. Pursuant to the agreement, the mill agreed to supply a maximum of approximately 127,000 MWh of surplus electrical energy annually to the utility. ~~We are pursuing market sales and other strategic initiatives with respect to the remainder of the mill’s surplus power.~~

Our Peace River mill sells its surplus electricity into the Alberta market at market prices.

In ~~2023~~2024, energy sales at our Canadian mills ~~sold~~were approximately ~~137,020~~$11.1 ~~MWh~~million ofor ~~renewable~~153,195 ~~electricity for proceeds of approximately $17~~MWh.~~8 million.~~

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Production Costs

Our major costs of ~~pulp~~ production are fiber, labor, chemicals and energy.

Fiber

General

Fiber, comprised of wood chips and pulp logs, is our most significant operating expense for our pulp segment, representing about 55% of our pulp cash production costs in ~~2023~~2024. Further, fiber, in the form of sawlogs, represented about 75% of lumber cash production costs in ~~2023~~2024.

Given the significance of fiber to our total operating expenses and our limited ability to control its cost compared with our other operating costs, volatility in fiber costs can materially affect our margins and results of operations.

Our mills are situated in regions which generally provide a relatively stable supply of fiber. The fiber consumed by our pulp mills consists of wood chips produced by sawmills as a by-product of the sawmilling process and pulp logs. Wood chips are small pieces of wood used to make pulp and are either wood residuals from the sawmilling process or pulp logs chipped especially for this purpose. Pulp logs consist of lower quality logs not used in the production of lumber.

The Friesau mill and Torgau facility consume sawlogs and waste wood. The Mercer Spokane facility, Mercer Conway facility and Mercer Okanagan facility consume lumber. Sawlogs, waste wood and lumber are all cyclical in both price and supply.

Generally, the cost of wood chips, pulp logs and sawlogs is primarily affected by the supply and demand for lumber. Additionally, regional factors including harvesting levels, weather conditions and insect infestations can also have a material effect on the supply, demand and price for fiber.

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While fiber costs and supply are subject to cyclical changes, we generally expect that we will be able to continue to obtain an adequate supply of fiber on reasonably satisfactory terms for our mills due to their locations and our long-term relationships with suppliers.

During the past few years, certain customers have endeavored to purchase pulp that is produced using fiber that meets certain recognized wood certification requirements from forest certification agencies like the Forest Stewardship Council (FSC), the Programme for the Endorsement of Forest Certification (PEFC), the Sustainable Forestry Initiative (SFI) and the Canadian Standards Association (CSA). If the fiber we purchase does not meet certain wood certifications required by customers, it may make it more difficult to, or prevent us from, selling our pulp to such customers. The chain of custody wood certification process is a voluntary process which allows a company to demonstrate that they use forest resources in accordance with strict principles and standards in the areas of sustainable forest management practices and environmental management. In an effort to procure wood only from sustainably managed sources, we employ an FSC Chain of Custody protocol and PEFC certification, which requires tracking of fiber origins and preparing risk based assessments regarding the region and operator. In the areas where we operate, we are actively engaged in the further development of certification processes. However, there is competition among private certification systems along with efforts by supporters to further these systems by having customers of forest products require products to be certified to their preferred system. Such wood certification standards continue to evolve and are not consistent from jurisdiction to jurisdiction or in how they are interpreted and applied. We currently do not expect certification requirements to have a material adverse impact on our fiber procurement and sales. However, if sufficient marketplace demand requires ~~wood~~fiber ~~raw materials~~ to be sourced from standards that are inconsistent with those in our fiber supply regions, it could increase our operating costs and reduce available harvest levels.

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Germany

With approximately 3.7 billion m3, Germany has the largest timber reserves in Europe. The principal species are spruce, pine, beech and oak. Many of the German forest areas have been certified according to PEFC or FSC standards.

We believe we are the largest consumer of wood chips and pulp logs in Germany and often provide the best long-term economic outlet for the sale of wood chips in ~~Eastern~~ Germany. We coordinate the wood procurement activities for our German mills to reduce overall personnel and administrative costs, provide greater purchasing power and coordinate buying and trading activities. This coordination and integration of fiber flows also allows us to optimize transportation costs, and the species and fiber mix for our mills. We are also party to joint wood purchasing arrangements with one of the largest wood consumers in Europe.

In ~~2023~~2024, our German pulp mills consumed an aggregate of approximately 5.41 million m3 of fiber. Approximately 6261% was in the form of pulp logs and approximately 3839% was in the form of sawmill wood chips.

In ~~2023~~2024, our pulp segment per unit fiber costs in Germany ~~increased~~decreased compared to ~~2022,~~2023 primarily asdue ato ~~result~~softening ofdemand ~~stronger~~in ~~demand~~Germany from other wood consumers ~~such as heating pellet producers~~.

The core wood supply region for the Stendal mill includes most of Northeastern and Western Germany, primarily within an approximate 400 kilometer radius of the mill. We also purchase wood chips from Southwestern and Southern Germany as well as the Baltic Sea region. The fiber consumed by the Stendal mill consisted of approximately 5652% spruce, 4245% pine and 23% other species in ~~2023~~2024. The Stendal mill has sufficient chipping capacity to almost fully operate solely using pulp logs, if required. We source pulp logs from private and municipal forest owners and from state forest agencies. Our Stendal mill has historically also imported fiber from Poland and the Baltic Sea region.

Our Rosenthal mill sources wood chips from approximately 2729 sawmills located primarily in the German states of Bavaria, Baden-Württemberg and Thuringia and primarily within a 300 kilometer radius of the Rosenthal mill. Within this radius, the Rosenthal mill is the largest consumer of wood chips. Given its location and size, the Rosenthal mill is often the best economic outlet for the sale of wood chips in the area. In ~~2023~~2024, approximately 9390% of the fiber consumed by the Rosenthal mill was spruce and the remainder was pine. Wood chips for the Rosenthal mill are normally sourced from sawmills under one-year contracts with quarterly adjustments for market pricing. Substantially all of our chip supply is sourced from suppliers with which we have long-standing relationships. Pulp logs are sourced from the state forest agencies in Thuringia, Saxony and Bavaria and from private and municipal forest owners. In addition, the Rosenthal mill buys relevant volumes via imports from the Czech Republic.

Our Friesau mill and Torgau facility are each dependent on the consistent supply of sawlog fiber. Wood fiber is the single largest input cost and accounts for about 75% of our cash costs of producing lumber in 2023. Our Friesau mill is located in an area where there is a significant amount of high-quality fiber within economic reach. The wood fiber requirements of the Friesau mill and Torgau facility are met primarily through open market purchases and contract purchases from state forestry agencies and private and municipal forest owners. (16)

Wood chips for the Rosenthal mill are normally sourced from sawmills under one-year contracts with quarterly adjustments for market pricing. Substantially all of our chip supply is sourced from suppliers with which we have long-standing relationships. Pulp logs are sourced from the state forest agencies in Thuringia, Saxony and Bavaria and from private and municipal forest owners. In addition, the Rosenthal mill buys relevant volumes via imports from the Czechia.

Our Friesau mill and Torgau facility are each dependent on the consistent supply of sawlog fiber. Our Friesau mill is located in an area where there is a significant amount of high-quality fiber within economic reach. The wood fiber requirements of the Friesau mill and Torgau facility are met primarily through open market purchases and contract purchases from state forestry agencies and private and municipal forest owners.

In Germany, over the last several years, the price and supply of wood chips has been affected from time to time by increasing demand from alternative or renewable energy producers and government initiatives for carbon neutral energy. In 2022 and early 2023, increasing energy prices as a result of energy supply shortages caused by the war in Ukraine increased the demand for wood chips and industrial logs for energy production.

Additionally, ~~over~~for several years leading to the ~~last~~first ~~few~~half ~~years~~of 2023, there was a material increase in the availability of harvestable wood as a result of beetle infestation of German forests. Generally, beetle-infested wood is harvested more rapidly so as to be useable before deterioration makes the wood unsuitable for its intended purposes.

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While such beetle-infested wood increased fiber supply and led to lower prices in the short-term, such increased harvest levels can lead to challenges in maintaining a sustainable harvest level over the long-term and can lead to periods of reduced harvest levels in the future.

North America

In ~~2023~~2024, our Celgar and Peace River mills consumed approximately 4.2 million m3 of fiber. Approximately 55% of such fiber was in the form of sawmill wood chips and the remaining 45% came from pulp logs processed through their wood rooms or chipped by a third- party. Our Canadian mills’ wood rooms are able to process about 4647% of their fiber needs. The source of fiber at the ~~mill~~mills is characterized by a mixture of species (aspen, spruce, douglas fir, hemlock, pine and cedar) and ~~the~~they ~~mills~~ source fiber from a number of Canadian and U.S. suppliers.

In British Columbia, a combination of high harvesting rates during a past beetle endemic, subsequent governmental initiatives to reduce harvest levels and weaker lumber prices in ~~2022~~recent ~~and~~years ~~2023~~ resulted in lower sawlog availability and sawmill activity. This resulted in lower wood chip availability which increased fiber costs in British Columbia. InHowever, ~~2023~~in 2024, our Canadian pulp mills’ per unit fiber costs ~~increased~~decreased compared to ~~2022~~2023, primarily due to ~~strong demand in~~ the ~~mills'~~benefits ~~fiber~~from ~~baskets and for~~ our ~~Celgar mill, a decrease in the availability of~~ wood ~~chips~~room asupgrades aand ~~result~~generally ofstable ~~regional sawmill curtailments~~supply.

The availability of fiber for our mills is in large part influenced by the strength of the lumber market. Lumber markets are primarily driven by U.S. housing starts, home renovation activities and, to a lesser degree, demand from China.

In ~~2023~~2024, our Canadian mills had access to approximately 25 different chip suppliers, most of whom are in Canada and, in the case of the Celgar mill, are also in the United States. Chips are purchased in Canada and the United States in accordance with chip purchase agreements. Generally, pricing is reviewed and adjusted periodically to reflect market conditions. The contracts for the Celgar mill are generally for one-year terms with quarterly adjustments or on three-month terms. The chip contracts for the Peace River mill are generally for three to five years with monthly adjustments indexed to the average pulp price.

To secure the volume of pulp logs required by its wood room and field chippers, the Celgar mill has entered into pulp log supply agreements. Such agreements can range from ~~three~~one-month to one-year terms, with a number of different suppliers, many of whom are also contract chip suppliers for the mill. All of the pulp log agreements can be terminated by ~~either~~the ~~party~~Celgar ~~for~~mill ~~any reason,~~ upon seven days’ written notice. The Celgar mill also bids on British Columbia timber sales from time to time.

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Peace River holds two 20-year renewable governmental forest management agreements and three deciduous timber allocations in Alberta with an aggregate allowable annual cut of approximately 2.9 million m3 of hardwood, of which it currently harvests approximately 44%, and 375,000 m3 of softwood, which it sells or trades to sawmills surrounding the Peace River mill in exchange for wood chips. The forest management agreements were last renewed for a 20-year term expiring in 2029. While our Peace River mill can satisfy all of its hardwood fiber requirements from its forest management agreements and timber allocations, in order to optimize its fiber flow, it satisfies a small portion of its needs from third-party owned timberlands. Softwood fiber supply is from residual sawmill chips from local surrounding sawmills.

The Mercer Spokane facility, Mercer Conway facility and Mercer Okanagan facility primarily source lumber through open market purchases or short-term contracts with regional producers in the U.S. Pacific Northwest, Western Canada and the U.S. South.

Labor

Our labor costs have increased over time due to inflation in wages and health care costs.

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Energy

Our energy is primarily generated from renewable carbon neutral sources, such as black liquor and wood waste. Our mills produce all of our electrical energy requirements and generate excess energy which we sell to third-party utilities and to regional electrical markets. We utilize fossil fuels, such as natural gas, primarily in our lime kilns and we use a limited amount for start-up and shut-down operations. Additionally, from time to time, mill process disruptions occur and we consume small quantities of purchased electricity and fossil fuels to maintain operations. As a result, all of our mills are subject to fluctuations in the prices for electricity and fossil fuels. Our per unit energy costs decreased in 2024.

Chemicals

Our pulp mills use certain chemicals which are generally available from several suppliers and sourcing is primarily based upon pricing and location. ~~Our~~After a period of several years of increases in chemical costs, ~~have~~our ~~increased~~per inunit ~~recent~~chemical ~~years~~costs decreased in 2024.

Sales, Marketing and Distribution

Our global sales and marketing group is responsible for conducting all sales and marketing of the pulp produced at our mills and currently has approximately 20 employees. This group largely handles all European and North American sales directly. Sales to Asia are made directly or through commission agents overseen by our sales group. The global sales and marketing group handles sales to ~~over~~approximately ~~270~~250 customers. We coordinate and integrate the sales and marketing activities of our German mills to realize on a number of synergies between them. These include reduced overall administrative and personnel costs and coordinated selling, marketing and transportation activities. We also coordinate pulp sales across our mills on a global basis, thereby providing our larger customers with seamless service across all major geographies. In marketing our pulp, we seek to establish long-term relationships by providing a competitively priced, high-quality, consistent product and excellent service. In accordance with customary practice, we maintain long-standing relationships with our customers, pursuant to which we periodically reach agreements on specific volumes and prices.

Our solid wood segment sales are handled by our sales teams in Germany and Vancouver. We also sell lumber through commissioned agents in certain markets.

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The following table sets out our pulp segment revenues by geographic area for the periods indicated:

	Year Ended December 31,
	2023		2022
	2024		2023
	(in thousands)
United States	$	~~123~~151,~~818~~053	$	~~236~~123,~~862~~818
Germany		~~349~~334,~~685~~361		~~553~~349,~~935~~685
China		~~551~~574,~~945~~264		~~495~~551,~~668~~945
Other countries		~~490~~488,~~682~~878		~~579~~490,~~652~~682
Total(1)	$	1,~~516~~548,~~130~~556	$	1,~~866~~516,~~117~~130

(1)

Excludes intercompany sales.

(19)

The following charts set out the geographic distribution of our pulp segment revenues as a percentage of our total pulp segment revenues for the periods indicated:

(1)

Excludes intercompany sales.

The following table sets out the distribution of our pulp sales volumes by end use for the periods indicated:

	Year Ended December 31,
	2023		2022
	2024		2023
	(in thousands of ADMTs)
Tissue		~~778~~821		~~682~~778
Specialty		~~333~~328		~~406~~333
Printing & Writing		~~700~~708		~~768~~700
Other		~~140~~43		62140
Total		1,~~951~~900		1,~~918~~951

The following table sets out our solid wood segment revenues by geographic area for the periods indicated:

	Year Ended December 31,
	2023		2022(1)
	2024		2023
	(in thousands)
United States	$	~~169~~194,~~883~~880	$	~~177~~169,~~917~~883
Germany		~~224~~195,~~741~~867		~~142~~224,~~846~~741
Other countries		7795,~~430~~244		8777,~~695~~430
Total(2)	$	472,054	$	408,458
Total(1)	$	485,991	$	472,054

(1)

Includes results of the Torgau facility since September 30, 2022.

Excludes intercompany sales.

(2019)

The following charts set out the geographic distribution of our solid wood segment revenues as a percentage of our total solid wood segment revenues for the periods indicated:

(1)

~~Our~~Excludes ~~pulp~~intercompany ~~segment and solid wood segment~~ sales ~~are on customary industry terms~~. As of December 31, 2023, we had no material payment delinquencies. In 2023 and 2022, no customer accounted for 10% or more of our revenues. We do not believe our pulp segment or solid wood segment sales are dependent upon the activities of any single customer and the loss of any single customer would not have a material adverse effect on us.

Our pulp segment and solid wood segment sales are on customary industry terms. As of December 31, 2024, we had no material payment delinquencies. In 2024 and 2023, no customer accounted for 10% or more of our revenues. We do not believe our pulp segment or solid wood segment sales are dependent upon the activities of any single customer and the loss of any single customer would not have a material adverse effect on us.

Transportation

We transport our pulp and solid wood products generally by rail, ocean carrier and truck through third-party carriers. We have a small fleet of trucks in Germany that deliver some of our German mills’ pulp. In Germany, we also lease a significant number of railcars ~~- both~~ for inbound transport of fiber and outbound shipping of products.

Our German pulp mills are currently the only market kraft pulp producers in Germany, which is the largest import market for kraft pulp in Europe. We therefore have a competitive transportation cost advantage compared to Canadian and Northern European pulp producers when shipping to customers in Europe. Due to the location of our German mills, we are able to deliver pulp to many of our customers ~~primarily~~ by rail and truck.

Our Canadian mills’ pulp is transported to customers by truck, rail and ocean carrier through third-party carriers. The majority of our Canadian mills’ pulp for overseas markets is initially delivered ~~primarily~~ by rail to the Port of Vancouver for shipment overseas by ocean carrier. Based in Western Canada, our Canadian mills are well positioned to service Asian customers. The majority of our Canadian mills’ pulp for domestic markets is shipped by rail directly to the customer or to third-party warehouses in the United States. We also operate a logistics and reload center near Trail, British Columbia to provide us with additional warehouse space and greater transportation flexibility in terms of access to rail and trucking options.

The Friesau mill’s lumber is transported to customers by rail, ocean carrier and truck through third-party carriers.

The Torgau, ~~Mercer Spokane, Mercer Conway~~ and ~~Mercer~~mass ~~Okanagan~~timber facilities'’ products are primarily transported by truck.

In ~~2023~~both 2024 and ~~2022~~2023, outbound transportation costs comprised approximately 10% ~~and 12%, respectively,~~ of ~~our~~each years' total consolidated costs and expenses.

(2120)

Capital Expenditures

We have continued to make capital investments designed to increase pulp, green energy and chemical production, reduce costs and improve efficiency and environmental performance at our pulp mills. The improvements made over the years have increased the competitive position of our pulp mills. Since ~~its~~the ~~acquisition~~acquisitions, we have also made capital investments to optimize sawmill production at the Friesau mill and Torgau facility.

The following table sets out the total capital expenditures by segment (excluding any related governmental grants) for the periods indicated:

	Year Ended December 31,
	2023		2022
	2024		2023
	(in thousands)
Pulp segment(1)	$	90,126	$	146,635
Pulp segment	$	46,400	$	90,126	(1)
Solid wood segment		4537,~~707~~732		3145,~~190~~707	~~(2)~~
Total	$	~~135~~84,~~833~~132	$	~~177~~135,~~825~~833

(1)

Includes expenditures to rebuild the wood chip conveying systems at the Stendal mill which were damaged by a fire in 2022. The rebuild was financed with insurance proceeds, of which $12.2 million was received in 2023 ~~and $2~~.~~2 million was received in 2022.~~

~~Includes~~In ~~results~~our pulp segment, capital investments at the Stendal mill in 2024 and 2023 primarily related to completing the rebuild of the ~~Torgau~~wood ~~facility~~chip ~~since~~conveying ~~September~~systems ~~30,~~that were damaged by fire in 2022. and other maintenance projects.

InCapital ~~our pulp segment, capital~~ investments at the ~~Stendal~~Rosenthal mill in ~~2023~~2024 primarily related to ~~completing~~ the ~~rebuild~~purchase of ~~the~~a ~~wood~~digester ~~chip~~evaporator ~~conveying systems that were damaged by fire in 2022~~ and maintenance projects. In ~~2022~~2023, ~~they~~capital ~~primarily~~investments ~~related~~at tothe ~~capacity~~Rosenthal ~~expansion~~mill ~~projects,~~primarily ~~initial~~related ~~costs~~ to ~~rebuild~~completion of the ~~wood~~lignin ~~chip~~plant ~~conveying systems~~ and maintenance projects.

Capital investments at our ~~Rosenthal~~Canadian ~~mill~~pulp mills in ~~2023~~2024 primarily related to enhancements to soot blowers at the ~~completion~~Peace ofRiver mill and for both mills, improvements to the ~~lignin~~wood ~~plant~~rooms and maintenance projects. In ~~2022~~2023, ~~they~~capital ~~primarily~~investments ~~related~~at to the ~~initial~~Peace ~~construction~~River ofand ~~the~~Celgar ~~lignin~~mills ~~plant~~primarily related to wood room upgrades and maintenance projects.

~~Capital~~In our solid wood segment, capital investments in 2024 at our Torgau facility primarily related to log yard improvements and sawing and planer machine upgrades. For the ~~Celgar~~Friesau facility, capital investments in 2024 primarily related to sorter line upgrades and ~~Peace~~maintenance ~~River~~projects. ~~mills~~For our mass timber facilities, capital investments in ~~2023~~2024 primarily related to production and ~~2022~~sorter line upgrades. In 2023, capital investments primarily related to ~~wood~~optimization ~~room~~projects, including sorter line upgrades at our Friesau mill and Mercer Spokane facility, log yard improvements at our Torgau facility and other maintenance projects.

In our solid wood segment, in 2023, capital investments were primarily related to optimization projects, including sorter line upgrades at our Friesau mill and Mercer Spokane facility, log yard improvements at our Torgau facility and other maintenance projects. In 2022, capital investments were primarily related to sorter line upgrades at our Friesau mill and other production improvement and maintenance projects at the Mercer Spokane facility.

Qualifying capital investments at industrial facilities in Germany that reduce pollutants in the effluent discharge can be used to offset wastewater fees that would otherwise be required to be paid. For more information about our environmental capital expenditures, see “– Environmental”.

In ~~2024~~2025, excluding amounts being financed through government grants, we currently expect our total capital expenditures to be approximately $75100.0 million to $~~100~~120.0 million, principally comprised of maintenance projects at our pulp mills and sawmills and optimization projects, including upgrades to the wood room at the Celgar mill, the digester evaporator at the Rosenthal mill, the sorter line at the Mercer Spokane facility and log yard improvements at both the Friesau facility and Torgau facility.

Innovation

We utilize our expertise with wood, its processing and by-products to expand our product mix. As a result, we seek to develop new products based on our expertise in wood processing and working with derivatives of the kraft pulping process. Currently these processes are focused on:

•

the production and sale of CLT, ~~glulam~~ and ~~other~~glulam ~~value-added wood products like finger joint products~~ at our Mercer Spokane facility, Mercer Conway facility and Mercer Okanagan facility;

(21)

•

the further refinement of materials contained in black liquor, the extractive chemical and lignin containing compounds that are a result of the kraft pulping process; and

•

(22)

the further refinement of cellulose materials that are currently the basis of pulp.

We are working on some of these initiatives on our own, with others and in conjunction with industry associations or joint venture partners.

In an effort to further grow our chemical sales and bring additional value to our by-product stream, we invested in a pilot lignin plant at our Rosenthal mill. This plant will allow us to research the commercial opportunities of this product. Lignin has many potential uses in the manufacture of green alternative products such as adhesives and carbon black.

Environmental

Our operations are subject to a wide range of environmental laws and regulations, dealing primarily with:

•

air, water and land;

•

solid and hazardous waste management;

•

waste disposal;

•

remediation and contaminated sites; and

•

chemical usage.

Compliance with these laws and regulations generally involves capital expenditures as well as additional operating costs. We cannot easily quantify the future amounts of capital expenditures we might have to make to comply with these laws and regulations or the effects on our operating costs because in some instances compliance standards have not been developed, have not become final or definitive or may be amended in the future. In addition, it is difficult to isolate the environmental component of most manufacturing capital projects.

We devote significant management and financial resources to comply with all applicable environmental laws and regulations. In particular, the operation of our plants is subject to permits, authorizations and approvals and we must comply with prescribed emission limits. Compliance with these requirements is monitored by local authorities and non-compliance may result in administrative orders, fines or closures of the non-compliant mill. Our total capital expenditures on environmental projects at our mills were approximately $23.89 million in ~~2023~~2024 and approximately $42.8 million in ~~2022~~2023. In ~~2024~~2025, capital expenditures for environmental projects are expected to be approximately $67.50 million.

Environmental responsibility is a priority for our operations. To ensure compliance with environmental laws and regulations, we regularly monitor emissions at our mills and periodically perform environmental audits of operational sites and procedures both with our internal personnel and outside consultants. These audits identify opportunities for improvement and allow us to take proactive measures at the mills as considered appropriate.

We believe we have obtained all required environmental permits, authorizations and approvals for our operations. We believe our operations are currently in material compliance with the requirements of all applicable environmental laws and regulations and our respective operating permits.

Under German state environmental rules relating to effluent discharges, industrial users are required to pay wastewater fees based upon the amount of pollutants they discharge in their effluent. These rules also provide that an industrial user who undertakes environmental capital expenditures and lowers certain effluent pollutants to prescribed levels may offset the amount of these expenditures against the wastewater fees that they would otherwise be required to pay. We expect capital investment programs and other environmental initiatives at our German mills will offset the wastewater fees that are payable if we demonstrate the reduced wastewater emissions and we believe they will ensure that our operations continue in substantial compliance with prescribed standards.

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In Canada, in addition to existing provincial air quality regulations, an air quality management system, referred to as “AQMS”, outlines a comprehensive national approach for improving air quality in Canada. Under the AQMS, all levels of government are to work collaboratively to respond to different air quality challenges across the country. The AQMS includes four elements:

•

Canadian Ambient Air Quality Standards (CAAQS), meant to drive local air quality improvements. They provide the basis for provincial territorial governments to determine the level of action needed.

•

A framework for regional and local air quality management through air zones and regional airsheds.

•

Base-level Industrial Emissions Requirements (BLIERs) for certain major industries.

•

Improved intergovernmental collaboration to reduce emissions from the transportation sector.

In 2016, Environment Canada released the Pan-Canadian Framework on Clean Growth and Climate Change. The framework put in place a national, sector-based greenhouse gas reduction program applicable to a number of industries. In addition, ~~the~~ various provincial governments, including British Columbia and Alberta, have introduced legislation and standards with the intention of reducing greenhouse gas emissions by, among other things, implementing greenhouse gas emissions benchmarks and reporting regulations, carbon taxes and carbon offsets.

~~British~~In ~~Columbia has~~2019, ~~for~~the ~~example,~~Canadian ~~introduced~~federal government began phasing in a federal carbon tax pricing system which has two parts: a regulatory charge on fossil fuels like gasoline and ~~low-carbon~~natural gas (the “fuel ~~standards~~charge”) and a performance-based system for industries (the output-based pricing system or “OBPS”). ~~British~~Under ~~Columbia~~the ~~has~~OBPS, ~~also~~industrial ~~implemented~~emitters will be taxed at current rates on any emissions emitted above the performance ~~standards~~standard or receive carbon credits if they are below the standard. As of January 1, ~~such~~2025, asthe ~~greenhouse~~federal ~~gas~~fuel ~~emissions~~charge ~~benchmarks~~applies ~~for~~to ~~select~~Ontario, ~~industrial~~Manitoba, ~~facilities~~Saskatchewan, ~~and~~Alberta, ~~sectors~~New Brunswick, Nova Scotia, Prince Edward Island and ~~new~~Newfoundland ~~greenhouse~~and ~~gas~~Labrador, ~~emissions~~as ~~reporting~~well ~~regulations~~as ~~for~~the ~~certain~~territories ~~industrial~~of ~~operations.~~Nunavut and the Yukon, while the OBPS applies to British Columbia, ~~has~~Manitoba ~~also~~and ~~established~~Prince ~~greenhouse~~Edward ~~gas~~Island, ~~emissions~~as ~~offset~~well ~~projects~~as the territories of Nunavut and the Yukon.

InWe ~~2019,~~believe ~~the~~that ~~Canadian~~these ~~federal~~water ~~government~~and ~~began~~air ~~phasing~~emission inmeasures ~~a federal carbon tax pricing system~~ in ~~provinces~~Germany and ~~territories~~Canada ~~without~~have anot ~~provincial~~had, ~~carbon~~and ~~tax~~in ~~program~~2025 ~~that~~will ~~meets~~not ~~the~~have, ~~minimum national stringency requirements. The federal carbon tax pricing system has two parts:~~ a ~~regulatory~~significant ~~charge~~effect on ~~fossil~~our ~~fuels~~operations. ~~like~~Although ~~gasoline~~these ~~and~~measures ~~natural~~could ~~gas~~have ~~(the “fuel charge”) and~~ a ~~performance-based~~material ~~system~~adverse ~~for~~effect ~~industries (the “OBPS”). Under the OBPS, industrial emitters will be taxed at current rates~~ on ~~any~~our ~~emissions~~operations ~~emitted~~in ~~above~~ the ~~performance standard or receive carbon credits if they are below the standard. As of January 1~~future, ~~2024,~~we ~~the~~expect ~~federal~~that ~~fuel~~we ~~charge~~will ~~applies~~not tobe ~~Ontario,~~disproportionately ~~Manitoba,~~affected ~~Saskatchewan,~~by ~~Alberta,~~these ~~New~~measures ~~Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador,~~ as ~~well~~compared aswith ~~the~~owners ~~territories~~ of ~~Nunavut~~comparable ~~and the Yukon, while the OBPS applies to Manitoba and Prince Edward Island, as well as the territories of Nunavut and the Yukon~~operations. ~~British~~We ~~Columbia~~also ~~has~~expect ~~announced~~ that itthese measures will ~~transition~~not tosignificantly ~~the~~disrupt ~~OBPS~~our inplanned ~~2024~~operations.

We believe that these water and air emission measures in Germany and Canada have not had, and in 2024 will not have, a significant effect on our operations. Although these measures could have a material adverse effect on our operations in the future, we expect that we will not be disproportionately affected by these measures as compared with owners of comparable operations. We also expect that these measures will not significantly disrupt our planned operations.

Future regulations or permits may place lower limits on allowable types of emissions, including air, water, waste and hazardous materials, and may increase the financial consequences of maintaining compliance with environmental laws and regulations or conducting remediation. Our ongoing monitoring and policies have enabled us to develop and implement effective measures to maintain emissions in substantial compliance with environmental laws and regulations to date in a cost-effective manner. However, there can be no assurance that this will be the case in the future.

Climate Change

Changing weather patterns and climatic conditions due to natural and man-made causes have added to the unpredictability and frequency of natural disasters, such as hurricanes, wildfires and wind, rain, hail, snow and ice storms. Such changes and resulting conditions can adversely affect our operations, including as a result of variations in the cost and availability of raw materials, such as fiber, unplanned downtime, changes in operating rates and disruptions in transportation and logistics.

(24)

As there is uncertainty about the severity, extent and speed at which climate change is occurring, we are unable to identify and predict all of the consequences of climate change and the timing of the same on our business and operations.

The actual and perceived effects of climate change and social and governmental responses have created both ~~opportunities and negative consequences for our business.~~

The focus on climate change has generated a substantial increase in demand and in legislative requirements for carbon neutral or green energy. Pulp mills consume wood residuals, being wood chips and pulp logs, as the base raw material for their production process. Wood chips are residuals left over from lumber production and pulp logs are generally lower quality logs left over from logging that are unsuitable for the production of lumber. Sawmills consume sawlogs and residuals, like wood chips, are generally sold to other industrial consumers like pulp and pellet producers.(23)

opportunities and negative consequences for our business.

The focus on climate change has generated a substantial increase in demand and in legislative requirements for carbon neutral or green energy. Pulp mills consume wood residuals, being wood chips and pulp logs, as the base raw material for their production process. Wood chips are residuals left over from lumber production and pulp logs are generally lower quality logs left over from logging that are unsuitable for the production of lumber. Sawmills consume sawlogs and produce residuals, like wood chips, which are generally sold to other industrial consumers like pulp and pellet producers.

As part of their production process, our pulp mills take wood residuals and process them through a digester where cellulose is separated from the wood to be used in pulp production and the remaining residuals, called black liquor, are used for green energy production. As a result of their use of wood residuals and because our mills generate combined heat and power in a process known as cogeneration, they are efficient producers of energy. Our Friesau mill and Torgau facility utilize residual bark and shavings from consumed logs to produce energy. This energy is carbon neutral and produced from a renewable source. Our relatively modern mills generate a substantial amount of energy that is surplus to their operational requirements.

These factors, along with governmental initiatives in respect of renewable or green energy legislation, have provided business opportunities for us to enhance our generation and sales of green energy to regional utilities.

We are constantly exploring other initiatives to enhance our generation and sales of surplus green energy and chemical by-products. Other potential opportunities that may result from climate change include:

•

greater demand for sustainable energy and cellulosic biomass fuels;

•

the expansion of softwood forests and increased growth rates for such forests;

•

more intensive forestry practices and timber salvaging versus harvesting standing timber;

•

additional governmental incentives or requirements to enhance biomass energy production; and

•

additional social or investor focus or demand for biomass, green energy or sustainability initiatives.

Additionally, increased focus on climate change at the governmental level has generally led to increased demand in alternative building solutions such as CLT and glulam.

Historically, the principal driver behind reducing the effects of climate change and moving to a carbon neutral economy primarily resulted from initiatives from governmental or international bodies, including the United Nations and international treaties amongst various countries. However, over the last few years, there has been a significant push and focus on climate change and carbon reduction by private institutions including, among others, institutional investors, ratings agencies, shareholders, communities, other stakeholders and the public generally. This has resulted in, among other things, a significant amount of capital being provided for "green" or carbon neutral initiatives, on favorable terms, some of which are referred to as "“green bonds"”. The demand for renewable energy services has ~~recently~~ been further increased as a result of the war in Ukraine.

We cannot currently predict which, if any, of these potential opportunities will be realized by us or their economic effect on our business.

While not all of the specific consequences to our business from climate change are predictable, one of the most significant adverse consequences is that the focus on renewable energy has created greater demand and competition for wood residuals or fiber from renewable energy producers like the pellet industry in Germany.

(25)

In Europe, the price and supply of wood residuals has been periodically affected by an increasing demand from alternative or renewable energy producers and governmental initiatives for carbon neutral energy. In 2022 and early 2023, there was increasing demand for wood residuals and lower quality industrial logs from energy and heating pellet manufacturers as a result of energy shortages caused by the war in Ukraine.

(24)

Additionally, the growing interest and focus in British Columbia on renewable green energy has created additional competition for such fiber. Such additional demand for wood residuals may increase the competition and prices for wood residuals used by our mills over time.

In response to climate change risks, there have been governmental initiatives and legislation on the international, national, state and local levels. Such governmental action or legislation can have an important effect on the demand and prices for fiber. As governments pursue green energy initiatives, they risk creating incentives and demand for wood residuals from renewable energy producers that “cannibalizes” or adversely affects traditional users, such as lumber and pulp and paper producers. We are continually engaged in dialogue with governments to educate and try to ensure potential initiatives recognize the traditional and continuing role of our mills in the overall usage of forestry resources and the economies of local communities.

Other potential negative consequences from climate change that can affect our business include:

•

a greater susceptibility of northern forests to disease, fire and insect infestation, which could negatively impact fiber availability;

•

the disruption of transportation systems and power supply lines due to more severe storms;

•

the loss of fresh water transportation for logs and pulp due to lower water levels;

•

decreases in the quantity and quality of processed water for our mills’ operations;

•

the loss of northern forests in areas in sufficient proximity to our mills to competitively acquire fiber; and

•

lower harvest levels decreasing the supply of harvestable timber and, as a consequence, wood residuals.

Well-publicized events have been attributed at least in part to climate change, including a beetle infestation that has damaged significant amounts of forest lands and harvestable timber in Western Canada and ~~more recently over the last few years in~~ Germany. Beetle infestation of forest lands has both short-term and long-term consequences for our business. In the short-term, there is often a material increase in harvest levels of infested forests as parties seek to utilize such wood before it deteriorates too much to be useable for its intended purposes. As a result, there can be a material increase in fiber availability and lower fiber prices resulting both from such increased supply and the lower quality of such infested fiber. ~~Over the last few years, our German mills benefited from such lower fiber prices.~~ However, infestation and increased harvest levels resulting therefrom can create over-harvesting and challenges for maintaining sustainable harvest levels over the long-term and can result in lower harvest levels in future periods.

Changes in climate conditions have also been attributed at least in part to increasingly frequent and severe wildfires in the interior of Western Canada and portions of the Western United States and Europe. We cannot currently predict whether such climate-affected conditions will continue, or the frequency or severity of the same in the future.

Human Capital

We believe the strength of our workforce is one of the significant contributors to our success as a global company. All our employees contribute to our success and help us drive strong financial performance. Attracting, developing and retaining global talent with the right skills to drive our business is central to our purpose, mission and long-term growth strategy.

As of December 31, ~~2023~~2024, we employ approximately 3,~~508~~580 people, of which approximately 2,~~315~~345 of whom work in our German operations, approximately 1,~~010~~050 of whom work in our Canadian operations and approximately ~~150~~160 of whom work in our U.S. operations. Our pulp segment employs approximately 1,~~813~~900 people and our solid wood segment employs approximately 1,565 people. The majority of our employees in both segments are bound by collective agreements. We consider the relationships with our employees and the unions and works councils which represent them to be good. Collaborative labor management relations are fundamental to our operations. Accordingly, we recognize and work cooperatively with the unions and works councils to ensure we build and maintain superior working conditions, a supportive work environment, training and growth opportunities and fair compensation and benefits packages.

(2625)

~~our~~We ~~solid~~employ ~~wood~~a ~~segment~~collaborative ~~employs~~group ~~approximately~~of 1skilled,~~583~~ ~~people.~~dedicated, ~~The~~resourceful ~~majority~~and ofinnovative individuals who support our ~~employees~~core purpose and reflect our values every day. Investment in ~~both~~our ~~segments~~people drives our excellence and accordingly, we are ~~bound~~committed byto ~~collective~~attracting, ~~agreements~~retaining and developing quality personnel. WeBy ~~consider~~the nature of the ~~relationships~~industries ~~with~~in which we operate, many of our employees ~~and~~are ~~the~~professionals ~~unions~~who ~~and~~require ~~works~~specialized ~~councils~~knowledge ~~which~~and ~~represent~~skills ~~them,~~and toinclude bevarious ~~good.~~categories ~~Collaborative~~of ~~labor~~engineers ~~management~~and ~~relations~~licensed ~~are~~trade ~~fundamental~~persons toand ~~our~~equipment ~~operations~~operators. ~~Accordingly,~~Our wesenior ~~recognize~~managers and ~~work~~directors ~~cooperatively~~have ~~with~~extensive experience in the ~~unions~~forest products industry, and ~~works~~we ~~councils~~have toexperienced ~~ensure~~managers weat ~~build~~all ~~and~~of ~~maintain~~our ~~superior~~mills. ~~working~~Our ~~conditions,~~management has a ~~supportive~~proven ~~work~~track ~~environment,~~record ~~training~~of implementing new initiatives and ~~growth~~capital ~~opportunities~~projects in order to increase production and ~~fair~~efficiency, ~~compensation~~improve safety, reduce costs and ~~benefits~~harness ~~packages.~~new revenue opportunities.

We ~~employ~~aim ato ~~collaborative group of skilled, dedicated, resourceful and innovative individuals who~~ support our ~~core~~employees ~~purpose~~with ~~and~~a ~~reflect~~competitive ~~our~~compensation ~~values~~package, ~~every~~fulfilling ~~day.~~career ~~Investment~~opportunities inand ~~our~~a ~~people~~balanced ~~drives our excellence~~ and ~~accordingly,~~secure wefuture ~~are~~accompanied ~~committed~~by totime ~~attracting,~~away ~~retaining~~from ~~and developing quality personnel~~work. ByAll ~~the nature~~ of ~~the industries in which we operate, many of~~ our employees ~~are~~receive ~~professionals~~competitive ~~who~~benefits ~~require~~packages ~~specialized~~that ~~knowledge~~provide ~~and~~pension, ~~skills~~medical, ~~and~~dental, ~~include various categories of engineers~~ and ~~licensed~~vision ~~trade~~care ~~persons and equipment operators~~benefits. ~~Our~~Employees ~~senior~~are ~~managers~~also ~~and~~able ~~directors~~to ~~have~~access ~~extensive~~specialized ~~experience~~assistance insuch ~~the~~as ~~forest~~physiotherapy ~~products industry,~~ and wecounseling ~~have experienced managers at all of our mills~~services. ~~Our~~We ~~management~~offer ~~has~~ a ~~proven~~diversity ~~track record~~ of ~~implementing~~training ~~new~~activities ~~initiatives~~ and ~~capital~~programs ~~projects~~to inhelp ~~order~~our topeople ~~increase~~grow ~~production~~ and ~~efficiency,~~be ~~reduce~~more ~~costs~~effective ~~and~~in ~~harness~~their ~~new~~current ~~revenue~~and ~~opportunities.~~future roles.

We ~~aim~~conduct toconfidential ~~support~~engagement surveys of our ~~employees~~workforce ~~with~~that aare ~~competitive~~administered ~~compensation~~and ~~package,~~analyzed ~~fulfilling~~by ~~career~~an ~~opportunities~~independent ~~and~~third aparty. ~~balanced~~The ~~and~~aggregate ~~secure~~survey ~~future~~results ~~accompanied~~are reviewed by ~~time~~executive ~~away~~officers ~~from~~and ~~work.~~the ~~All~~board of ~~our~~directors. ~~employees~~We ~~are~~create ~~provided~~action ~~competitive~~plans ~~benefits~~at ~~packages that provide pension~~global, ~~medical,~~operational ~~dental,~~ and ~~vision~~managerial ~~care benefits~~levels. ~~Employees~~By ~~are~~acting ~~also~~on ~~able~~results toboth ~~access~~at ~~specialized~~an ~~assistance~~aggregate ~~such~~enterprise aslevel ~~physiotherapy~~ and ~~counselling~~an ~~services.~~operational Welevel, ~~provide~~we abelieve ~~diversity~~we ofhave ~~training~~been ~~activities~~able ~~and programs~~ to ~~help~~enhance our ~~people~~culture ~~grow~~ and beimprove ~~more~~our ~~effective~~overall ~~in their current and future roles~~engagement.

WeMaintaining ~~conduct~~a ~~confidential~~robust ~~engagement~~pipeline ~~surveys~~ of talent is crucial to our ~~workforce~~ongoing ~~that~~success and is a key aspect of succession planning efforts across the organization. Our leadership and human resources teams are ~~administered~~responsible for attracting and ~~analyzed~~retaining top talent by facilitating an ~~independent~~environment ~~third~~where ~~party~~employees feel supported and encouraged in their professional and personal development. ~~Aggregate~~Specifically, ~~survey~~we ~~results~~promote ~~are~~employee ~~reviewed~~development by ~~executive~~reviewing ~~officers~~strategic positions regularly and ~~the~~identifying ~~board~~potential ofinternal ~~directors~~candidates to fill those roles, evaluating job skill sets to identify competency gaps and creating developmental plans to facilitate employee professional growth. We ~~create~~invest ~~action~~in ~~plans~~our atemployees ~~global~~through training and development programs, ~~operational~~on the job experiences and coaching. We provide technical, managerial ~~levels~~and leadership programs across the organization that enable colleagues to grow skills and capabilities to become more successful. ByWe ~~acting~~also onhave ~~results~~dedicated ~~both~~talent atdevelopment anprograms ~~aggregate~~that ~~enterprise~~support ~~level~~and accelerate leadership development and anstrengthen ~~operational~~our ~~level~~succession plans. Additionally, we ~~believe~~understand wethe ~~have~~importance ~~been~~of ~~able~~maintaining tocompetitive ~~enhance~~compensation, ~~our~~benefits ~~culture~~and appropriate training that provides growth, opportunities and ~~improve~~multiple ~~our~~career ~~overall~~paths ~~engagement~~for our employees.

Maintaining a robust pipeline of talent is crucial to our ongoing success and is a key aspect of succession planning efforts across the organization. Our leadership and human resources teams are responsible for attracting and retaining top talent by facilitating an environment where employees feel supported and encouraged in their professional and personal development. Specifically, we promote employee development by reviewing strategic positions regularly and identifying potential internal candidates to fill those roles, evaluating job skill sets to identify competency gaps and creating developmental plans to facilitate employee professional growth. We invest in our employees through training and development programs, on the job experiences and coaching. We provide technical, managerial and leadership programs across the organization that enable colleagues to grow skills and capabilities to become more successful. We also have dedicated talent programs that support and accelerate leadership development and strengthen our succession plans. Additionally, we understand the importance of maintaining competitive compensation, benefits and appropriate training that provides growth, developmental opportunities and multiple career paths for our employees.

Health and Safety

Safety is a core value of our company. The industries in which we operate have their own particular set of risks including hazards from our complex industrial manufacturing facilities such as manufacturing processes, mobile equipment, heavy and complex equipment, high -pressure boilers, energy production, and the use and recovery of chemicals. Accordingly, there is no initiative that attracts a higher degree of focus for our management team than our “Road to Zero” health and safety program, which is a company-wide initiative designed to create healthy, safe and productive work environments with a goal of zero workplace incidents.

We have developed tools to analyze potential and incurred incidents and we have resources to develop prevention initiatives. In particular, we focus on ~~modelling~~modeling responses to eliminate the risk, where possible, by using the “hierarchy of controls” adopted by many of the world’s leading health and safety organizations. Our priority is the elimination of hazards, followed by safe administrative practices and appropriate personal protective equipment. We identify, monitor, educate, and take a data-driven approach to drive workplace safety improvements. Many of our programs revolve around education, hazard identification, and risk mitigation strategies. These proactive initiatives bring safety to the forefront of our work practices. Our teams of safety professionals are dedicated to finding and utilizing the right tools to prevent all workplace injuries. The Senior Safety Leadership Committee, referred to as the “SSLC”, provides governance and high-level support to the programs. The SSLC meets on a regular basis to review performance, learn from experience

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~~Our priority is the elimination of hazards, followed by safe administrative practices~~ and appropriate personal protective equipment. We identify, monitor, educate, and take a data-driven approach to drive workplace safety improvements. Many of our programs revolve around education, hazard identification, and risk mitigation strategies. These proactive initiatives bring safety to the forefront of our work practices. Our teams of safety professionals are dedicated to finding and utilizing the right tools to prevent all workplace injuries. The Senior Safety Leadership Committee, referred to as the “SSLC”, provides governance and high-level support to the programs. The SSLC meets on a regular basis to review performance, learn from experience and share best practices. Our team of safety professionals are dedicated to supporting line management and embedded safety committees who lead safety on a daily basis. We analyze all incidents carefully and adjust our prevention efforts accordingly.

Diversity, Equity and Inclusion

We believe that a culture of diversity and inclusion is critical in making the best decisions for our people and achieving sustainable business success. While gender is only one aspect under diversity, a number of our top management positions were and continue to be held by women. We continue to effect changes to our recruiting and training processes to make our workplaces even more reflective of the diversity that exists in our communities. We believe that making our workplace more equal and inclusive will make us a stronger, more resilient and more sustainable business over the long-term.

We have adopted an enterprise-wide diversity management program. Its goal is to respond to the particular conditions at each of our operations to develop diversity within our teams. One of the first objectives of the program has been to enhance equal opportunities for women in our business. This is a key goal, not just to improve diversity but also to address demographic changes and potential shortages of skilled workers in the future by inspiring more women to take up technical positions in our industry.

Currently, women comprise 2730% of our board of directors, about 3025% of our 100 senior management positions and about 1720% of our total workforce. Our goal is to improve our recruitment of women so that they comprise 3025% of our new hires by 2030.

In Canada, our operations work closely and partner with regional First Nations groups to foster mutually- beneficial economic activities and relationships. We are party to a logging joint venture with one First Nations group and are working to expand the scope and size of the business and to include other regional groups. We are also pursuing additional joint business or venture opportunities with First Nations groups. Additionally, we have programs to provide training and job skills to regional First Nations groups.

We have an extensive apprenticeship program and outreach events for prospective employees. We believe that these programs and events, among other things, help us to reach out and attract new employees, including more female employees who perhaps in the past had not considered technical or operating employment opportunities at our mills or the forest products industry generally.

We do not employ nor do we contract with any parties that employ people who are subjected to unsafe conditions. The majority of our employees are part of a union or are represented by a works council with whom we have worked to design conditions that are safe from harassment and discrimination. In addition, as a supportive workplace, we do our best to accommodate the distinct circumstances of our employees that may require modified workplaces. We have also adopted a written Code of Business Conduct and Ethics and other corporate policies to support a corporate culture which, among other things, promotes a work environment that prohibits intimidation and harassment and encourages and promotes diversity and inclusion.

Community Involvement

We make donations to community groups and charitable organizations in the communities in which we operate and live. We believe this commitment and engagement with local communities helps us to attract and retain employees and enhances our social license in such communities.

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Commitment to Sustainability

We manage and operate our business, including the natural resources under our care or direction, with a long-term view and focus on sustainability. We believe by doing so we will be able to deliver value to our customers, employees, shareholders, communities and other stakeholders. We strive to maintain the highest environmental, social and governance standards. We believe that by caring for the health and safety of our workers, maintaining the environmental quality of our operations and being part of and actively engaged in the communities in which we operate, we enhance the value for all of our various stakeholders and our social license to operate. We work to build all of these values and goals into our corporate culture or what we refer to as the “Mercer Way”. We believe that focusing on sustainability as a key driver in all of our operations and business will enhance our decision-making, our business and our relationships with our various stakeholders and communities in which we operate. We believe all of the foregoing elements are inter-connected and are vital to our long-term future, success and sustainability.

We focus significant attention on minimizing our environmental impact with the goal of reducing the environmental footprint of our existing operations to make them sustainable over the long-term, to ensure we have a social license to operate and to offset or reduce the impact of our operations. We endeavor to adapt to emerging trends, support new technologies and foster environmental stewardship in the areas in which we operate. We are signatory to the United Nations Global Compact that helps align our endeavors with the United Nations Sustainable Development Goals and other key environmental standards in the areas of low carbon transition, water stewardship, waste, forestry, air emissions, recycling, sourcing and biodiversity. (27)

to as the “Mercer Way”. We believe that focusing on sustainability as a key driver in all of our operations and business will enhance our decision-making, our success and our relationships with our various stakeholders and communities in which we operate. We believe all of the foregoing elements are inter-connected and are vital to our long-term future, success and sustainability.

We focus significant attention on minimizing our environmental impact with the goal of reducing the environmental footprint of our existing operations to make them sustainable over the long-term, to ensure we have a social license to operate and to offset or reduce the impact of our operations. We endeavor to adapt to emerging trends, support new technologies and foster environmental stewardship in the areas in which we operate. We are signatory to the United Nations Global Compact that helps align our endeavors with the United Nations Sustainable Development Goals, internationally recognized Responsible Business Principles, and other key environmental standards in the areas of low carbon transition, water stewardship, waste, sustainable forestry, air emissions, circularity, responsible sourcing and biodiversity.

As part of our commitment and focus on sustainability, we have, among other things:

•

increased our focus on sustainability including improved management, goal setting and ~~recording~~tracking capabilities that will be communicated with stakeholders to ensure proper acknowledgment of our sustainability accomplishments and initiatives;

•

~~conducted~~commenced a ~~thorough~~double materiality assessment to further understand both the topics that are important for our stakeholders as well as those material to our business;

•

~~validated~~commenced ~~our~~developing ~~greenhouse~~a ~~gas~~Climate ~~reduction~~Transition ~~targets~~Plan ~~with~~to ~~the~~align ~~Science~~our ~~Based~~business ~~Target~~strategy ~~Initiative~~and model to ~~support~~reduce ~~our~~greenhouse ~~climate~~gas ~~change~~emissions ~~ambition~~(GHG) in line with a ~~trajectory~~1.5 ~~well-below~~degree pathway and net zero carbon future by 2050. As part of aligning to a 21.5 ~~degrees~~degree ~~Celsius~~pathway, ~~increase~~we ~~for~~raised ~~earth~~our scope 1 GHG emissions intensity reduction target from 35% to 50%;

•

~~further~~updated ~~enhanced~~ our ~~procurement~~2030 ~~policies~~corporate ~~with~~sustainability antargets, ~~updated~~including ~~Supplier~~safety, ~~Code~~water, offorest ~~Conduct~~certification and mass timber-related targets to align with the ~~emerging~~growth ~~legal~~of ~~supply~~our ~~chain due diligence requirements~~business;

•

incorporated ~~the~~further ~~key~~sustainability ~~learnings~~considerations ~~from~~into our ~~second~~governance ~~climate~~process ~~change~~to ~~scenario~~ensure ~~analysis that evaluated the risks and opportunities of climate change as part of~~ our ~~adoption~~strategic ofinvestments ~~the~~are ~~Task~~aligned Force on Climate-related Financial Disclosure recommendations. We evaluated our business resilience to the climate change scenarios model that were developed by the Network for Greening the Financial System with extensive input from the climate community, and augmented with industry trends and climate projections. The scenarios were analyzed to identify and assess the potential impacts of climate change-related risks and opportunities on the Company. As a result of this process, we identified three areas of our ~~strategy~~evolving ~~that~~sustainability ~~may incur risks and opportunities across the scenarios: (i) shifting market demand~~goals; ~~(ii) wood and fiber supply; and (iii) supply chain resilience. Further information on the key parameters and assumptions used to develop the various models is available on our website;~~

•

~~conducted~~adopted a ~~water~~third-party ~~risk~~technology ~~evaluation~~solution ~~for each of our pulp mill operations~~ to ~~better~~further ~~understand~~enhance ~~water quality and availability in the respective watersheds where~~ our ~~mills~~compliance ~~operate.~~with ~~This~~relevant ~~evaluation~~supply ~~will~~chain ~~support~~due ~~our~~diligence ~~efforts~~regulations ~~in reducing water consumption~~ and ~~improving effluent quality~~requirements;

•

~~expanded~~conducted our ~~biodiversity~~third ~~disclosure~~climate tochange ~~show~~scenario ~~how~~analysis wethat ~~impact~~evaluated the risks and ~~depend~~opportunities onof ~~nature~~climate ~~and~~change ~~how~~as wepart ~~seek~~of toour ~~enhance~~adoption of the Task Force on Climate-related Financial Disclosure recommendations. We evaluated our ~~practices~~business resilience to ~~manage~~the ~~these~~climate ~~biodiversity~~change ~~risks~~scenarios asmodel ~~part~~that ofwere ~~our~~developed ~~commitment~~by the Network for Greening the Financial System with extensive input from the climate community, and augmented with industry trends and climate projections. The scenarios were analyzed to ~~report~~identify ~~using~~and assess the ~~Task~~potential ~~Force~~impacts onof ~~Nature~~climate change-related ~~Financial~~risks ~~Disclosure~~and ~~recommendations~~opportunities on the Company;

•

~~(29)~~participated in a three-month Climate Ambition Accelerator program through our membership with the United Nations Global Compact, further aligning our business strategy with the United Nations Sustainable Development Goals and strengthening our network with the international sustainability community;

•

~~completed~~registered aas ~~multi~~an adopter of the Taskforce on Nature-~~site~~related ~~forest~~Financial ~~certification~~Disclosures ~~process~~recommendations ~~for~~and reaffirming our ~~North~~continued ~~American~~commitment ~~operations,~~and ~~including~~support towards developing our ~~mass~~corporate ~~timber~~biodiversity ~~business,~~disclosures. toThis ~~support~~also ~~our~~includes ~~effort~~the identification and response to ~~increase~~nature-related ~~our~~impacts ~~percentage~~and ofdependencies ~~wood~~and ~~sourced~~how ~~from~~we ~~certified~~seek ~~forests~~to manage biodiversity risks and opportunities;

•

published our ~~second~~third annual sustainability report ~~with~~which ~~improved~~integrates ~~alignment~~our recent acquisitions and provides a comprehensive overview of the progress on our ~~2030~~water ~~aspirational~~and ~~goals~~biodiversity torisk ~~the~~assessments, ~~United~~customer ~~Nations~~engagement, ~~Sustainable~~and ~~Development~~employee ~~Goals~~engagement; and

•

~~incorporated~~closely ~~our~~engaged ~~scope~~with 1our ~~greenhouse~~stakeholders ~~gas~~including ~~(GHG)~~governments ~~emissions~~and ~~intensity~~First ~~reduction~~Nations ~~targets~~to ~~into~~strengthen our ~~management~~relationships ~~incentives~~in ~~program;~~all areas of our business.

~~enhanced our tracking, measuring and reporting system which included scope 3 GHG emissions for our global operations; and~~(28)

spent considerable time with our stakeholders including governments and First Nations to expand our relationships in all areas of our business.

Description of Certain Indebtedness

The following summarizes certain material provisions of our senior notes and revolving credit facilities. The summaries are not complete and are qualified by reference to the applicable documents and the applicable amendments to such documents on file with the SEC, and incorporated by reference herein.

Senior Notes

In September 2023, we issued $200.0 million in aggregate principal amount of 12.875% senior notes due October 1, 2028, referred to as the "“2028 Senior Notes"”. In October 2024, we completed a $200.0 million add-on offering of the 2028 Senior Notes at a 103.000% premium to their principal amount, for a yield to worst of 11.624%. The proceeds and cash on hand were used to redeem $300.0 million in aggregate principal amount of 5.500% senior notes due 2026, referred to as the “2026 Senior Notes”. After giving effect to the foregoing ~~transaction~~transactions, we now have outstanding the following issues of senior notes, collectively referred to as the “Senior Notes”:

•

$~~300~~400.0 million in aggregate principal amount of ~~5.500%~~2028 ~~senior notes due 2026, referred to as the “2026~~ Senior Notes”; and

•

$~~200~~875.0 million in aggregate principal amount of ~~2028~~5.125% senior notes due 2029, referred to as the “2029 Senior Notes~~; and~~”.

$875.0 million in aggregate principal amount of 5.125% senior notes due 2029, referred to as the "2029 Senior Notes".

The 2026 Senior Notes mature on January 15, 2026 and interest on the 2026 Senior Notes is payable semi-annually in arrears on each January 15 and July 15. Commencing July 15, 2018, interest is payable to holders of record of the 2026 Senior Notes on the immediately preceding January 1 and July 1 and is computed on the basis of a 360-day year consisting of twelve 30-day months. Commencing January 15, 2023, the 2026 Senior Notes became redeemable at our option at a price equal to 100.000%.

The 2028 Senior Notes mature on October 1, 2028 and interest on the 2028 Senior Notes is payable semi-annually in arrears on each April 1 and October 1. Commencing April 1, 2024, interest is payable to holders of record of the 2028 Senior Notes on the immediately preceding March 15 and September 15 and is computed on the basis of a 360-day year consisting of twelve 30-day months. Commencing October 1, 2025, the 2028 Senior Notes will be redeemable at our option at a price equal to 106.438% of the principal amount redeemed and declining rateably on October 1 of each year thereafter to 100.000% on or after October 1, 2027.

The 2029 Senior Notes mature on February 1, 2029 and interest on the 2029 Senior Notes is payable semi-annually in arrears on each February 1 and August 1. Commencing August 1, 2021, interest is payable to holders of record of the 2029 Senior Notes on the immediately preceding January 15 and July 15 and is computed on the basis of a 360-day year consisting of twelve 30-day months. Commencing February 1, 2024, the 2029 Senior Notes ~~are~~were redeemable at our option at a price equal to 102.563% of the principal amount redeemed and declining rateably on February 1 of each year thereafter to 100.000% on or after February 1, 2026.

The indentures governing the Senior Notes contain covenants limiting, among other things, our ability and the ability of our restricted subsidiaries to: incur additional indebtedness or issue preferred stock; pay dividends or make other distributions to our shareholders; purchase or redeem capital stock or subordinated indebtedness; make investments; create liens; incur restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; sell assets; consolidate or merge with or into other companies or transfer all or substantially all of our assets; and engage in transactions with affiliates. As of December 31, 2024, all of our subsidiaries were restricted subsidiaries.

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dividends or make other distributions to our shareholders; purchase or redeem capital stock or subordinated indebtedness; make investments; create liens; incur restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; sell assets; consolidate or merge with or into other companies or transfer all or substantially all of our assets; and engage in transactions with affiliates. As of December 31, 2023, all of our subsidiaries were restricted subsidiaries.

The Senior Notes are unsecured and are not guaranteed by any of our operating subsidiaries, most of which are located outside the United States. Our obligations under the Senior Notes rank: effectively junior in right of payment to all of our existing and future secured indebtedness, to the extent of the assets securing such indebtedness, and all indebtedness and liabilities of our subsidiaries; equal in right of payment with all of our existing and future unsecured senior indebtedness; and senior in right of payment to any of our future subordinated indebtedness.

Pan-German Revolving Credit Facility

In September 2022, certain of our German subsidiaries entered into a ~~new~~ €300.0 million joint revolving credit facility, referred to as the “German Revolving Facility”, with a group of bank lenders~~, which replaced a €200~~.0 ~~million joint revolving credit facility.~~ In September 2023, we increased the borrowing capacity of our German Revolving Facility by €70.1 million to €370.1 million.

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The principal terms of the facility include:

•

The total availability under the facility is €370.1 million.

•

The facility matures in September 2027.

•

The facility is unsecured and is jointly and severally guaranteed by our principal German subsidiaries.

•

Interest under the facility is payable on loans of Euribor plus a variable margin ranging from 1.40% to 2.35% dependent on conditions including but not limited to a prescribed leverage ratio.

•

The facility is sustainability linked, whereby the interest rate margin is subject to upward or downward adjustments of up to 0.05% per annum depending on achievement of certain specified sustainability targets.

•

A commitment fee equal to 35% of the applicable margin on the unused and uncancelled amount of the German Revolving Facility is payable quarterly in arrears.

•

The facility contains financial maintenance covenants which are tested on a quarterly basis which require: (i) our German subsidiaries that are party thereto to maintain a leverage ratio of “net debt” (excluding shareholder loans) to EBITDA of not greater than 3.50:1.00; and (ii) defined capital of not less than €500.0 million.

•

The facility contains other customary restrictive covenants which, among other things, govern the ability of our German subsidiaries to incur liens, sell assets, incur indebtedness, make acquisitions with proceeds from the facility, enter into joint ventures or repurchase or redeem shares. The facility also contains customary events of default.

The German Revolving Facility is available to all of the borrowers, subject to maximum borrowing sub-limits for certain of the borrowers.

As of December 31, ~~2023~~2024, approximately €~~146~~162.05 million ($~~161~~168.38 million) of this facility was drawn and accruing interest at a rate of 54.~~296~~470% per annum, approximately €13.6 million ($1514.01 million) was supporting bank guarantees and approximately €~~210~~194.60 million ($~~232~~201.76 million) was available.

Canadian Revolving Credit Facility

In January 2022, certain of our Canadian subsidiaries entered into a ~~new~~ C$160.0 million revolving credit facility with a syndicate of three North American banks, referred to as the “Canadian Revolving Facility”. In June 2024, the facility was amended to transition from the Canadian Dollar Offered Rate (CDOR) benchmark to the Adjusted Term Canadian Overnight Repo Rate Average (CORRA) benchmark for applicable Canadian dollar denominated advances under the credit facility as the CDOR benchmark was discontinued on June 28, 2024. The principal terms of the Canadian Revolving Facility include:

•

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This facility replaced and discharged a prior C$60.0 million revolving credit facility for our Celgar mill and a C$60.0 million revolving credit facility for our Peace River mill. The principal terms of the Canadian Revolving Facility include:

The total availability under the facility is C$160.0 million.

•

The facility matures in January 2027.

•

The facility is available by way of: (i) Canadian dollar denominated advances, which bear interest at a designated prime rate per annum; (ii) ~~banker’s~~Canadian ~~acceptance~~dollar ~~equivalent~~denominated ~~loans~~advances, which bear interest at the applicable ~~Canadian~~Adjusted ~~dollar~~Term ~~banker’s~~CORRA ~~acceptance~~ plus 1.20% to 1.45% per annum; (iii) dollar denominated base rate advances at the greater of the federal funds rate plus 0.50%, an Adjusted Term Secured Overnight Financing Rate (SOFR) for a one month tenor plus 1.00% and the bank’s applicable reference rate for ~~U.S.~~ dollar denominated loans; and (iv) dollar denominated SOFR advances, which bear interest at Adjusted Term SOFR plus 1.20% to 1.45% per annum.

•

The facility includes a C$15.0 million sub-limit for letters of credit for all borrowers, at rates of 1.20% to 1.45% per annum, plus a 0.125% annual fee where there is more than one lender under the facility, on issued letters of credit.

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•

The availability of the facility is subject to a borrowing base limit that is based on the borrowers’ combined eligible inventory levels and accounts and certain eligible equipment from time to time.

•

The facility is secured by, among other things, a first priority charge on substantially all of the assets of the borrowers.

•

The facility includes a springing financial covenant, which is measured when either excess availability under the facility is less than the greater of 10% of the line cap thereunder and C$14.0 million, in either case, for five consecutive days or less than the greater of 7.5% of the line cap and C$10.0 million, at any time, and which requires the borrowers to comply, on a combined basis, with a 1.00:1.00 fixed charge coverage ratio.

•

The facility also contains restrictive covenants which, among other things, restrict the ability of the borrowers to declare and pay dividends, incur indebtedness, incur liens, make investments, including in its existing joint ventures, and make payments on subordinated debt. The facility contains customary events of default.

As of December 31, ~~2023~~2024, approximately C$620.5 million ($470.3 million) of this facility was drawn and accruing interest at a rate of 65.~~614~~450% per annum, approximately C$10.46 million ($1.0.4 million) was supporting letters of credit and approximately C$84146.19 million ($63102.61 million) was available.

ITEM 1A. RISK FACTORS

The statements in this "“Risk Factors"” section describe material risks to our business and should be considered carefully. You should review carefully the risk factors listed below, as well as those factors listed in other documents we file with the SEC. In addition, these statements constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995. Our disclosure and analysis in this Annual Report on Form 10-K and in our annual report to shareholders contain some forward-looking statements that set forth anticipated results based on management's current plans and assumptions. If any of the risks and uncertainties described in the cautionary factors described below actually occur or continue to occur, our business, financial condition and results of operations and the trading price of our common stock could be materially and adversely affected. Moreover, the risks below are not the only risks we face and additional risks not currently known to us or that we presently deem immaterial may emerge or become material at any time and may negatively impact our business, reputation, financial condition, results of operations or the trading price of our common stock.

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Risks Related to our Business

Our business is highly cyclical in nature.

The forest products industry is highly cyclical in nature and markets are characterized by periods of supply and demand imbalance, which in turn can cause material fluctuations in prices. The markets for our principal products, being pulp and lumber, are sensitive to cyclical changes in the global economy, industry capacity and foreign exchange rates, all of which can have a significant influence on selling prices and our operating results. The length and magnitude of industry cycles have varied over time but generally reflect changes in ~~macro-economic~~macroeconomic conditions and levels of industry capacity. Pulp and lumber are commodities that are generally available from other producers. Because commodity products have few distinguishing qualities from producer to producer, competition is ~~generally~~mainly based upon price, which is generally determined by supply relative to demand.

Industry capacity can fluctuate as changing industry conditions can influence producers to idle production capacity or permanently close mills. In addition, to avoid substantial cash costs in idling or closing a mill, some producers will choose to operate at a loss, sometimes even a cash loss, which can prolong weak pricing environments due to oversupply. Oversupply of our products can also result from producers introducing new capacity in response to favorable pricing trends. Certain integrated pulp and paper producers have the ability to discontinue paper production by idling their paper machines and selling their pulp production on the market, if market conditions, prices and trends warrant such actions.

Currently, we are aware of 3.5 million ADMTs of announced net pulp production capacity increases, primarily of hardwood kraft pulp scheduled to come online in 2024. However, we cannot predict whether additional new capacity will be announced or will come online in the future. If any new capacity, particularly for NBSK pulp, is not absorbed in the market or offset by curtailments or closures of older, high-cost pulp mills, the increase could put downward pressure on pulp prices and materially adversely affect our results of operations, margin and profitability. Additionally, while NBHK pulp is not a direct competitor to NBSK pulp, if any future increases in pulp supply are not absorbed by demand growth, such supply could put downward pressure on NBSK pulp prices as well. (31)

~~Demand~~Currently, ~~for~~we ~~each~~are aware of ~~pulp~~approximately ~~and~~0.4 ~~lumber~~million ~~has~~ADMTs ~~historically~~of ~~been~~announced ~~determined~~net ~~primarily~~pulp byproduction ~~general~~capacity ~~global~~increases, ~~macro-economic~~primarily ~~conditions~~of ~~and~~softwood ~~has~~kraft ~~been~~pulp ~~closely~~scheduled ~~tied~~ to ~~overall~~come ~~business~~online ~~activity~~in 2025. ~~Both~~However, ~~pulp~~we ~~and~~cannot ~~lumber~~predict ~~prices~~whether ~~have~~additional ~~been~~new ~~and~~capacity ~~are~~will ~~likely~~be toannounced ~~continue~~or towill become ~~volatile~~online ~~and~~in ~~can~~the ~~fluctuate~~future. ~~widely~~If ~~over~~any ~~time.~~new ~~Demand~~capacity, particularly for ~~CLT~~NBSK ~~and~~pulp, ~~other~~is ~~mass~~not ~~timber~~absorbed ~~products~~in isthe ~~primarily~~market ~~driven~~or offset by ~~commercial~~curtailments ~~and~~or ~~industrial~~closures ~~construction~~of ~~demand~~older, high-cost pulp mills, the increase could put downward pressure on pulp prices and ~~customers’~~materially ~~desire~~adversely toaffect ~~take~~our ~~advantage~~results of ~~the~~operations, ~~characteristics~~margin and ~~environmental~~profitability. ~~attributes~~Additionally, ofwhile NBHK pulp is not a direct competitor to NBSK pulp, if any future increases in NBHK pulp supply are not absorbed by demand growth, such ~~products~~supply could put downward pressure on NBSK pulp prices as well.

ADemand for each of pulp ~~producer's~~and ~~actual~~lumber ~~sales~~has ~~realizations~~historically ~~are~~been ~~third~~determined ~~party~~primarily ~~industry~~by ~~quoted~~general ~~list~~global macroeconomic conditions and has been closely tied to overall business activity. Both pulp and lumber prices ~~net~~have ofbeen ~~customer~~and ~~discounts,~~are ~~rebates~~likely to continue to be volatile and ~~other~~can ~~selling~~fluctuate ~~concessions~~widely over time. ~~Our~~Demand ~~sales~~for ~~realizations~~CLT, ~~may~~glulam ~~also~~and beother ~~affected~~mass timber products is primarily driven by ~~price~~commercial ~~movements~~and ~~between~~industrial construction demand and customers’ desire to take advantage of the ~~order~~characteristics and ~~shipment~~environmental ~~dates~~attributes of such products.

A pulp producer's actual sales realizations are third-party industry quoted list prices net of customer discounts, rebates and other selling concessions. Global pulp and lumber markets have historically been characterized by considerable swings in prices which have and will result in variability in our earnings. Prices for pulp and lumber are driven by many factors outside our control. We have little influence over the timing and extent of price changes. Because market conditions beyond our control determine the prices for pulp and lumber, prices may fall below our cash production costs, requiring us to either incur short-term losses on product sales or reduce or cease production at one or more of our mills. Therefore, our profitability depends on managing our cost structure, particularly raw materials which represent a significant component of our operating costs and can fluctuate based upon factors beyond our control. If the prices of our products decline, or if prices for our raw materials increase, or both, our results of operations and cash flows could be materially adversely affected.

Cyclical fluctuations in the price and supply of our raw materials, particularly fiber, could adversely affect our business.

Our main raw material is fiber in the form of wood chips, pulp logs, sawlogs and lumber. Fiber represented approximately 55% of our pulp cash production costs and approximately 75% of our lumber cash production costs in ~~2023~~2024. Fiber is a commodity and both prices and supply are cyclical. Fiber pricing is subject to regional market influences and our costs of fiber may increase in a region as a result of local market shifts. The costs of wood chips, pulp logs and sawlogs are primarily affected by the supply and demand for lumber. Demand for these raw materials is generally determined by the volume of pulp and paper products and solid wood products produced globally and regionally.

~~(33)~~Governmental regulations related to the environment, forest stewardship and green or renewable energy can also affect the supply of fiber. In Europe, governmental initiatives to increase the supply of renewable energy have led to more renewable energy projects, including in Germany. Demand for wood residuals from such energy producers has generally put upward pressure on prices for wood residuals. In addition, the reduction in natural gas supply and increase in energy prices in Germany resulting from the Ukraine war has previously increased both the demand and prices for wood chips and residuals resulting in higher per unit fiber costs for our German mills in recent years.

~~market~~The ~~influences~~lumber ~~and~~industry ~~our~~is ~~costs~~highly ofcyclical ~~fiber~~and ~~may~~the ~~increase~~slowdown in asawmilling ~~region~~activities asin arecent ~~result~~years ofreduced ~~local~~the ~~market~~availability ~~shifts. The costs~~ of both wood chips, and pulp logs and ~~sawlogs~~put ~~are~~upward ~~primarily~~pressure ~~affected~~on byfiber ~~the supply and demand for lumber~~costs. ~~Demand~~There ~~for~~is ~~these~~no ~~raw~~assurance ~~materials~~that issawmill ~~generally~~activity ~~determined~~will bystabilize ~~the~~or ~~volume~~not ofdecline ~~pulp~~further ~~and~~or ~~paper~~that ~~products~~fiber ~~and~~prices ~~solid~~will ~~wood~~not ~~products~~increase ~~produced~~in ~~globally~~the ~~and regionally~~future.

~~Governmental~~Following ~~regulations~~the ~~related~~expiration toof ~~the~~a ~~environment,~~softwood ~~forest~~lumber ~~stewardship~~trade ~~and~~agreement ~~green~~in or2016, ~~renewable~~the ~~energy~~United ~~can~~States ~~also~~and ~~affect~~Canada ~~the~~have ~~supply~~renewed ofa ~~fiber.~~long-standing Intrade ~~Europe,~~dispute ~~governmental~~regarding ~~initiatives~~lumber toexports ~~increase~~from Canada to the ~~supply~~United ofStates. ~~renewable~~In ~~energy~~November ~~have~~2016, ~~led~~a topetition ~~more~~was ~~renewable~~filed ~~energy~~by ~~projects,~~a ~~including~~coalition inof ~~Germany~~U.S. ~~Demand~~lumber ~~for~~producers ~~wood~~to ~~residuals~~the ~~from~~U.S. ~~such~~Department ~~energy~~of ~~producers~~Commerce ~~has~~and ~~generally~~the ~~put~~U.S. ~~upward~~International ~~pressure~~Trade onCommission ~~prices~~requesting ~~for~~an ~~wood~~investigation ~~residuals.~~into Inalleged ~~addition,~~subsidies ~~the~~provided ~~reduction~~to inCanadian ~~natural~~lumber ~~gas~~producers. ~~supply~~Since ~~and~~then, ~~increase~~the inU.S. ~~energy~~Department ~~prices~~of inCommerce ~~Germany~~announced ~~resulting~~various ~~from~~countervailing ~~the~~and ~~Ukraine~~anti-dumping ~~war~~duty ~~has~~rates ~~also~~on ~~increased~~Canadian ~~both~~softwood lumber and the ~~demand~~United States and ~~prices~~Canada ~~for~~have ~~wood~~engaged ~~chips~~in ~~and~~proceedings ~~residuals.~~under ~~This~~the ~~has~~North ~~resulted~~American inFree ~~higher~~Trade ~~per~~Agreement ~~unit~~and ~~fiber~~through ~~costs~~the ~~for~~World ~~our~~Trade ~~German mills.~~

The lumber industry is highly cyclical and the slowdown in sawmilling activities in 2022 and 2023 reduced the availability of both wood chips and pulp logs and put upward pressure on fiber costs. There is no assurance that sawmill activity will stabilize or not decline further or that fiber prices will not increase in the future.(32)

Following the expiration of a softwood lumber trade agreement in 2016, the United States and Canada have renewed a long-standing trade dispute regarding lumber exports from Canada to the United States. In November 2016, a petition was filed by a coalition of U.S. lumber producers to the U.S. Department of Commerce and the U.S. International Trade Commission requesting an investigation into alleged subsidies provided to Canadian lumber producers. Since then, the U.S. Department of Commerce announced various countervailing and anti-dumping duty rates on Canadian softwood lumber and the United States and Canada have engaged in proceedings under the North American Free Trade Agreement and through the World Trade Organization. In ~~July~~September ~~2023~~2024, the U.S. Department of Commerce ~~announced~~published ~~the~~amended final results offor its ~~fourth~~fifth administrative review, setting the countervailing duty at 16.7974% and the anti-dumping rate at 67.2066%, for combined final duty rates of 714.9940% for "“all other"” Canadian lumber producers. In ~~November~~September ~~2023~~2024, asCanada ~~part~~announced ofthat ~~its~~it ~~five-year~~is ~~sunset~~challenging ~~reviews,~~the final results of the U.S. ~~International~~Department ~~Trade~~of ~~Commission~~Commerce’s ~~voted~~fifth toadministrative ~~maintain its countervailing and anti-dumping duties on Canadian softwood lumber~~review. It is uncertain when or if the United States and Canada may settle a new agreement and what terms or restrictions it may contain. Further, additional tariffs, duties or other restrictions may be imposed. Duties or other restrictions imposed on Canadian softwood lumber exports by the United States can negatively impact Canadian sawmill production in our Canadian pulp mills'’ supply area and result in reduced availability and increased costs for wood chips for our Canadian mills. While we believe this may be partially offset by increased wood chip supply from U.S. sawmills and pulp log availability, we cannot currently predict the effect on our Canadian mills'’ overall fiber costs.

Availability of fiber may be further limited by adverse responses to and prevention of wildfires, weather, insect infestation, disease, ice storms, windstorms, flooding and other natural causes. In addition, the quantity, quality and price of fiber we receive could be affected by man-made causes such as those resulting from industrial disputes, material curtailments or shut down of operations by suppliers, government orders and legislation (including new taxes or tariffs). In our Western Canadian operations, fiber supply may also be impacted by unsettled land and title claims by, and government relations and actions relating to, Indigenous Nations. Any or a combination of these factors can affect fiber prices in a region.

The cyclical nature of pricing for fiber represents a potential risk to our profit margins if pulp and lumber producers are unable to pass along price increases to their customers or we cannot offset such costs through higher prices for our surplus energy.

Other than the renewable forest licenses of our Peace River mill, we do not own any timberlands or have any material long-term governmental timber concessions. We also currently have few long-term fiber contracts at our German operations. Fiber is available from a number of suppliers and prices are cyclical. Our fiber requirements have increased and may continue to do so as we expand capacity through capital projects, other efficiency measures at our mills and acquisitions. As a result, we may not be able to purchase sufficient quantities of fiber to meet our production requirements at prices acceptable to us during times of tight supply. An insufficient supply of fiber or reduction in the quality of fiber we receive would materially adversely affect our business, financial condition, results of operations and cash flows.

(34)

In addition to the supply of fiber, we are, to a lesser extent, dependent on the supply of certain chemicals and other inputs used in our production facilities. Any disruption in the supply of these chemicals or other inputs could affect our ability to meet customer demand in a timely manner and could harm our reputation. Any material increase in the cost of these chemicals or other inputs could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Inflation or a sustained increase in our key production and other costs would lead to higher manufacturing costs which could reduce our margins.

Our key production input costs are ~~for~~ fiber, chemicals and energy. Other material costs in our business include ~~labor~~maintenance, freight and ~~transportation~~labor costs. The prices for fiber and energy can be volatile, are affected by inflation and can change rapidly. Additionally, our costs for chemicals, maintenance and ~~transportation~~freight are also subject to inflationary pressure. Also, our costs for service providers, contractors and labor may increase due to inflation and shortages of skilled labor.

Continued inflationary pressures would increase our manufacturing costs. If we are unable to pass along such operating ~~costs~~cost increases to our customers, it could reduce our margins, contribute to earnings volatility and adversely affect our results of operations.

Our business, financial condition and results of operations could be adversely affected by disruptions in the global and European economies caused by geopolitical conflicts, including Russia's invasion of Ukraine and conflicts in the Middle East.

The global economy has been negatively impacted by increasing tension, uncertainty and tragedy resulting from Russia's invasion of Ukraine. The adverse and uncertain economic conditions resulting therefrom have and may further negatively impact global demand, cause supply chain disruptions and increase costs for transportation, energy and other raw materials. Furthermore, governments in the United States, the European Union, the United Kingdom, Canada and others have imposed financial and economic sanctions on certain industry segments and various parties in Russia. We are monitoring the conflict including the potential impact of financial and economic sanctions on the global economy and particularly the economies of Europe. Increased trade barriers, sanctions and other restrictions on global or regional trade could adversely affect our business, financial condition and results of operations. Although we have no operations in Russia or Ukraine, the destabilizing effects of Russia's invasion of Ukraine could have other adverse effects on our business, including transportation, logistics, fiber supply and energy availability. Further escalation of geopolitical tensions related to this military conflict and/or its expansion could result in loss of property, expropriation, cyberattacks, supply disruptions, plant closures and an inability to obtain key supplies and materials, as well as adversely affect both our and our customers’ supply chains and logistics, particularly in Europe.

(33)

from Russia's invasion of Ukraine and conflicts in the Middle East. The adverse and uncertain economic conditions resulting therefrom have and may further negatively impact global demand, cause supply chain disruptions and increase costs for transportation, energy and other raw materials. Furthermore, governments in the United States, the European Union, the United Kingdom, Canada and others have imposed financial and economic sanctions on certain industry segments and various parties in Russia. We are monitoring the conflicts including the potential impact of financial and economic sanctions on the global economy and particularly the economies of Europe. Increased trade barriers, sanctions and other restrictions on global or regional trade could adversely affect our business, financial condition and results of operations. Although we have no operations in Russia or Ukraine, the destabilizing effects of Russia's invasion of Ukraine could have other adverse effects on our business, including transportation, logistics, fiber supply and energy availability. Further escalation of geopolitical tensions related to this military conflict and/or its expansion could result in loss of property, expropriation, cyberattacks, supply disruptions, plant closures and an inability to obtain key supplies and materials, as well as adversely affect both our and our customers’ supply chains and logistics, particularly in Europe.

In many cases, both our German operations and those of European customers depend on the availability of natural gas for use in their manufacturing operations. A very significant proportion of Germany's natural gas supply historically originated from Russia. There have been significant reductions in and disruptions to the natural gas supply to Europe and in particular Germany, resulting from sanctions, counter-measures by Russia, including restricting supply, other restrictions, damage to infrastructure, logistics and other factors related to the war. The Ukraine military conflict has had a destabilizing effect and materially and adversely impacted European and global natural gas and oil markets. Such material disruptions to the natural gas supply of Germany could adversely affect its availability to industry and our ability to operate our German pulp and lumber mills in the ordinary course which could adversely affect our business, results of operations and financial condition.

Additionally, both the European Union and Germany ~~have~~ adopted or proposed, ~~legislation~~ in response to energy supply shortages and high energy prices, ~~including~~ price caps and "“windfall"” taxes on energy sales resulting from the war in Ukraine. ~~Such~~These ~~price caps have been extended to January 2025 and the windfall taxes~~ expired in June 2023 with respect to electricity.

In addition, ~~the~~ effects of the ~~war~~existing ~~in Ukraine~~ and ~~other~~future conflicts could heighten and increase many of the other risks described in this Item 1A.

~~(35)~~The impacts of proposed tariffs or other trade barriers by the United States, or other nations, may adversely impact our business, financial condition and results of operations.

On February 1, 2025 the President of the United States signed executive orders directing the United States to impose a 25% tariff on all goods originating from Canada and Mexico, and an additional 10% tariff on goods imported from China. While 30-day pauses in tariffs against Canada and Mexico were announced on February 3, 2025, we do not currently know when or if such tariffs will take effect or their duration. Tariffs on Canadian goods (and any new tariffs, retaliatory tariffs or other trade protectionist measures implemented in connection therewith) and threatened imposition of tariffs against the European Union could have a material adverse impact on the sales of our products to customers in the United States. In 2024, a significant portion of pulp segment revenues from our Canadian pulp mills and approximately 10% of our overall pulp segment revenues were from the United States. The U.S. market accounted for approximately 47% of our lumber revenues and approximately 41% of our lumber sales volumes in 2024.

If implemented, the tariffs and any retaliatory measures could also impact our raw material costs and result in volatility in transportation costs and logistics disruptions and delays. For example, in 2024, our Celgar pulp mill sourced a significant portion of its fiber requirements from United States suppliers. It is also possible that tariffs between the United States and other countries, such as China and the European Union may benefit certain aspects of our business, including potential positive impacts on our Canadian dollar and Euro denominated costs, lowering our fiber costs or making our European Union solid wood products more competitive against those of United States competitors.

While we are taking steps to seek to mitigate their potential impact on our business, given that developments are ongoing with respect to these proposed tariffs and other measures, their impacts are uncertain and could

(34)

adversely affect our business, financial condition and results of operations.

We face intense competition in the forest products industry.

We compete with numerous forest products companies, some of which have greater financial resources. The trend toward consolidation in the forest products industry has led to the formation of sizable global producers that have greater flexibility in pricing and financial resources for marketing, investment, research and development, innovation, and expansion. Additionally, certain of our competitors are fully or more vertically integrated than we are and may have different priorities when operating their respective businesses. Because the markets for our products are highly competitive, actions by competitors can affect our ability to compete and the volatility of prices at which our products are sold.

The forest products industry is also capital intensive, and we require significant investment to remain competitive. Some of our competitors may be lower-cost producers in some of the businesses in which we operate. For example, the sizable low-cost hardwood grade pulp capacity in South America, which continues to grow as a result of ongoing investment and whose costs are thought to be very competitive, and the actions those mills take to gain market share, could continue to adversely affect our competitive position in similar grades. Failure to compete effectively could have a material adverse effect on our business, financial condition or results of operations.

Additionally, in our solid wood ~~products~~ segment, demand for our CLT, glulam and other wood products may be impacted by the entry of new competitors or improved product capabilities, innovation or production capacity by existing competitors, which may adversely affect our market share for such products.

Our business is subject to risks associated with climate change and social and government responses thereto.

Our operations and those of our suppliers are subject to climate change variations which can impact the productivity of forests, the abundance of species, harvest levels and fiber supply. Further, over the last few years, changing weather patterns and climate conditions due to natural and man-made causes have added to the frequency and unpredictability of natural disasters like wildfires, insect infestation of softwood forests, floods, rain, wind, snow and ice storms. One or a combination of these factors could adversely affect our fiber supply which is our largest cash production cost. There are differing scientific studies and opinions relating to the severity, extent and speed at which climate change is or may be occurring around the world. As a result, we are currently unable to identify and predict all of the specific consequences of climate change on our business and operations.

Further, governmental initiatives and social focus in response to climate change also have an impact on operations. Their demand for carbon neutral green energy has created greater demand and competition for the wood residuals and fiber that is consumed by our pulp mills as part of their production processes. This can drive up the cost of fiber for our mills.

If our fiber costs increase and we cannot pass on these costs to our customers or offset them through higher prices for our sales of surplus energy, it will negatively affect our operating margins, results of operations and financial position. If we cannot obtain the fiber required to operate our mills, we may have to curtail and/or shut down production. This could have a material adverse effect on our operations, financial results and financial position.

Other risks to our business from climate change include:

•

a greater susceptibility of northern forests to disease, fire and insect infestation, which could diminish fiber availability;

•

the disruption of transportation systems and power supply lines due to more severe storms;

•

the loss of fresh water transportation for logs and pulp due to lower water levels;

•

decreases in the quantity and quality of processed water for our mills’ operations;

(35)

•

the loss of northern forests in areas in sufficient proximity to our mills to competitively acquire fiber; and

•

(36)

lower harvest levels decreasing the supply of harvestable timber and, as a consequence, wood residuals.

Any of these natural disasters could also affect woodlands or cause variations in the cost of raw materials, such as fiber or restrict or negatively impact our logistics and transportation of goods and materials. Changes in precipitation could make wildfires more frequent or more severe, and could adversely affect timber harvesting and the supply of fiber to our operations. The effects of global, regional, and local weather conditions, and climate change, including the costs of complying with evolving climate change regulations and transition costs relating to a low carbon economy could also adversely impact our results of operations.

If we are unable to offer products certified to globally recognized forestry management and chain of custody standards or meet customers’ product or project specifications, it could adversely affect our ability to compete.

We market and sell pulp, lumber and other solid wood products with specific designations to certain globally recognized forest management and chain of custody standards as well as product specifications to meet customers’ requirements. Our ability to conform to new or existing guidelines for certification depends on a number of factors, many of which are beyond our control, such as: changes to the standards or the interpretation or the application of the standards; the collaboration of our suppliers in the timely sharing of product information; the adequacy of government-implemented conservation measures; and in Canada the existence of or potential territorial disputes between First Nations peoples and governments. If we are unable to offer certified products, or to meet commitments to supply certified product or meet the product specifications of our customers, it could adversely affect the marketability of our products and our ability to compete with other producers.

Our solid wood segment includes the manufacture, sale and distribution of CLT and other mass timber products that may be based on project-specific customer requirements. Some of these sales are based upon fixed-price contracts. Underestimates in the bidding process, changes in the timing of deliveries, design errors or other project delays caused by us, customers or others may adversely impact our operating results.

Our operations require substantial capital and we may be unable to maintain adequate capital resources to provide for such capital requirements.

Our business is capital intensive and requires that we regularly incur capital expenditures to maintain our equipment, improve efficiencies and, as a result of changes to environmental regulations that require capital expenditures, bring our operations into compliance with such regulations. In addition, we may approve projects in the future that will require significant capital expenditures. Increased capital expenditures could have a material adverse effect on our cash flow and our ability to satisfy our debt obligations. If our available cash resources and cash generated from operations are not sufficient to fund our operating needs and capital expenditures, we would have to obtain additional funds from borrowings or other available sources or reduce or delay our capital expenditures. Our indebtedness could adversely limit or impair our ability to raise additional capital. We may not be able to obtain additional funds on favorable terms or at all. If we cannot maintain or upgrade our equipment as may be required from time to time, we may become unable to manufacture products that compete effectively. An inability to make required capital expenditures in a timely fashion could have a material adverse effect on our growth, business, financial condition or results of operations.

Trends in non-print media and changes in consumer habits regarding the use of paper have and are expected to continue to adversely affect the demand for market pulp.

Trends in non-print media are expected to continue to adversely affect demand for traditional print media, including for printing, writing and graphic papers. Neither the timing nor the extent of these trends can be predicted with certainty. Our paper, magazine, book and catalog publishing customers could increase their use of, and compete with, non-print media, including multimedia technologies, electronic storage and communication platforms which could further reduce their consumption of papers and in turn their demand for market pulp. The demand for such paper products has weakened significantly over the last several years

(37)

and has accelerated since the COVID-19 pandemic as confinement and work from home has altered consumer habits, which could become permanent and further negatively impact the demand for market pulp.

Fluctuations in prices and demand for lumber and mass timber products could adversely affect our business.

The financial performance of the Friesau mill and Torgau facility depends on the demand for and selling price of lumber, which is subject to significant fluctuations. The markets for lumber are highly volatile and are affected by economic conditions in Europe, Asia and the United States, the strength of housing markets and the home renovations activity in such regions, the growing importance of the Asian market, changes in industry production capacity, changes in inventory levels and other factors beyond our control. Interest rates also have a significant impact on residential construction and renovation activity, which in turn influence the demand for and price of lumber. Additionally, demand for mass timber products is driven, in part, by commercial and industrial construction demand. As such, periods of volatility or decreases in demand for our lumber and other wood products could adversely affect our business and results of operations.

Our solid wood segment lumber products are vulnerable to declines in demand due to competing technologies or materials.

Our lumber products may compete with alternative products. For example, plastic, wood/plastic or composite materials may be used by builders as alternatives to the lumber products produced by our solid wood segment. Changes in the prices for oil, chemicals and other products can change the competitive position of our solid wood segment lumber products relative to available alternatives and could increase substitution of those products for our solid wood segment products. If use of these alternative products grows, demand for and pricing of our solid wood segment products could be adversely affected.

We may experience material disruptions to our production.

A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales and/or negatively impact our results of operations. Any of our mills could cease operations unexpectedly due to a number of events, including:

•

unscheduled maintenance outages;

•

prolonged power failures;

•

equipment failures;

•

employee errors or failures;

•

design error or contractor error;

•

chemical spill or release or industrial fire;

•

explosion of a boiler;

•

disruptions in the transportation infrastructure, including roads, bridges, railway tracks, tunnels, canals and ports;

•

fires, floods, earthquakes, windstorms, pest infestations, severe weather conditions or other natural catastrophes affecting our production of goods or the supply of raw materials like fiber;

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•

prolonged supply disruption of major inputs;

•

labor difficulties;

•

capital projects that require temporary cost increases or curtailment of production;

•

health pandemics and related restrictions~~, including the lingering impacts of the COVID-19 pandemic~~; and

•

other operational problems.

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Any such downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned capital expenditures. If any of our facilities were to incur significant downtime, our ability to meet our production capacity targets and satisfy customer requirements would be impaired and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Acquisitions may result in additional risks and uncertainties in our business.

In order to grow our business, we may seek to acquire additional assets or companies. For example, in September 2022, we acquired the Torgau facility for approximately $263.2 million and, in June 2023, we acquired the Mercer Conway facility and Mercer Okanagan facility for approximately $82.1 million. Our ability to pursue selective and accretive acquisitions is dependent on management's ability to identify, acquire and develop suitable acquisition targets in both new and existing markets. In pursuing acquisition and investment opportunities, we face competition from other companies having similar growth strategies, many of which may have substantially greater resources than us. Competition for these acquisitions or investment targets could result in increased acquisition or investment prices, higher risks and a diminished pool of businesses or assets available for acquisition.

Acquisitions also frequently result in the recording of goodwill and other intangible assets, which are subject to potential impairments in the future that could have a material adverse effect on our operating results. Furthermore, the costs of integrating acquired businesses (including restructuring charges associated with the acquisitions, as well as other acquisition costs, such as accounting fees, legal fees and investment banking fees) could significantly impact our operating results.

Although we perform diligence on the businesses we purchase, in light of the circumstances of each transaction, an unavoidable level of risk remains regarding the actual condition of these businesses. We may not be able to ascertain the value or understand the potential liabilities of the acquired businesses and their operations until we assume operating control of the assets and operations of these businesses.

Furthermore, acquisitions could entail a number of risks, including:

•

diversion of management's attention from our ongoing business;

•

difficulty integrating the operations, including financial and accounting functions, sales and marketing procedures, technology and other corporate administrative functions of the combined operations;

•

increased operating costs;

•

exposure to substantial unanticipated liabilities;

•

difficulty in realizing projected synergies, efficiencies and cost savings;

•

exposure to facilities with different health and safety standards than ours and difficulty in integrating their practices to our standards;

•

difficulty maintaining relationships with present and potential customers, distributors and suppliers due to uncertainties regarding service, production quality and prices; and

•

problems retaining key employees.

If we are unable to address any of these risks, our results of operations and financial condition could be materially adversely affected.

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Our operations require substantial capital and we may be unable to maintain adequate capital resources to provide for such capital requirements.

Our business is capital intensive and requires that we regularly incur capital expenditures to maintain our equipment, improve efficiencies and, as a result of changes to environmental regulations that require capital expenditures, bring our operations into compliance with such regulations. We may approve projects in the future that will require significant capital expenditures. Increased capital expenditures could have a material adverse effect on our cash flow and our ability to satisfy our debt obligations. If our available cash resources and cash generated from operations are not sufficient to fund our operating needs and capital expenditures, we would have to obtain additional funds from borrowings or other available sources or reduce or delay our capital expenditures. Our indebtedness could adversely limit or impair our ability to raise additional capital. We may not be able to obtain additional funds on favorable terms or at all. If we cannot maintain or upgrade our equipment as may be required from time to time, we may become unable to manufacture products that compete effectively. An inability to make required capital expenditures in a timely fashion could have a material adverse effect on our growth, business, financial condition or results of operations.

Trends in non-print media and changes in consumer habits regarding the use of paper have and are expected to continue to adversely affect the demand for market pulp.

We are subject to risks related to our employees.

The majority of our employees are part of a union or are represented by a works council and we have collective agreements in place with our employees at all of our mills, other than the Peace River mill, Mercer Spokane facility, Torgau facility and Mercer Conway facility, which are non-union and not represented by a works council. Although we have not experienced any material work stoppages in the past, there can be no assurance that we will be able to negotiate acceptable collective agreements or other satisfactory arrangements with our employees upon the expiration of our collective agreements. This could result in a strike or work stoppage by the affected workers. The registration or renewal of the collective agreements or the outcome of our wage negotiations could result in higher wages or benefits paid. Many of the employment positions in our operations require technical or other operating training and/or experience. Changing demographics may make it more difficult for us to recruit skilled employees in the future. Accordingly, we could experience a significant disruption of our operations or higher ongoing labor costs, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, whenever we seek to reduce the workforce at any of our mills, the affected mill's labor force could seek to hinder or delay such actions, we could incur material severance or other costs and our operations could be disrupted.

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arrangements with our employees upon the expiration of our collective agreements. This could result in a strike or work stoppage by the affected workers. The registration or renewal of the collective agreements or the outcome of our wage negotiations could result in higher wages or benefits paid. Many of the employment positions in our operations require technical or other operating training and/or experience. Changing demographics may make it more difficult for us to recruit skilled employees in the future. Accordingly, we could experience a significant disruption of our operations or higher ongoing labor costs, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, whenever we seek to reduce the workforce at any of our mills, the affected mill's labor force could seek to hinder or delay such actions, we could incur material severance or other costs and our operations could be disrupted.

We are dependent on key personnel.

Our future success depends, to a large extent, on the efforts and abilities of our executive and senior mill operating officers. Such officers are industry professionals, many of whom have operated through multiple business cycles. The loss of one or more of our officers could make us less competitive, which could materially adversely affect our business, financial condition, results of operations and cash flows. We do not maintain key person life insurance for any of our executive or senior mill operating officers.

In addition, by nature of the industries in which we operate, many of our employees are professionals who require specialized knowledge and skills, including various categories of engineers and licensed trade persons and equipment operators. Any inability to attract, train and retain such employees could adversely affect our business and results of operations.

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If our long-lived assets become impaired, we may be required to record non-cash impairment charges that could have a material impact on our results of operations.

We review the carrying value of long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Should the markets for our products deteriorate or should we decide to invest capital differently or should other cash flow assumptions change, it is possible that we will be required to record non-cash impairment charges in the future that could have a material adverse effect on our results of operations.

Our insurance coverage may not be adequate.

We have obtained insurance coverage that we believe would ordinarily be maintained by an operator of facilities similar to our mills. Our insurance is subject to various limits and exclusions. Damage or destruction to our facilities could result in claims that are excluded by, or exceed the limits of, our insurance coverage. Additionally, the weak global and financial markets have also reduced the availability and extent of credit insurance for our customers. If we cannot obtain adequate credit insurance for our customers, we may be forced to amend or curtail our planned operations which could negatively impact our sales revenues, results of operations and financial position.

We rely on third parties for transportation services.

Our business primarily relies upon third parties for the transportation of products to our customers, as well as for the delivery of our raw materials to our mills. Our products and raw materials are principally transported by truck, barge, rail and sea-going vessels, all of which are highly regulated. Increases in transportation rates can also materially adversely affect our results of operations.

Further, if our transportation providers fail to deliver our products in a timely manner, it could negatively impact our customer relationships and we may be unable to manufacture pulp or lumber in response to customer orders or sell them at full value. Also, if any of our transportation providers were to cease operations, we may be unable to replace them at a reasonable cost. The occurrence of any of the foregoing events could materially adversely affect our results of operations.

~~(40)~~If we are unable to offer products certified to globally recognized forestry management and chain of custody standards or meet customers’ product or project specifications, it could adversely affect our ability to compete.

Our solid wood segment includes the manufacture, sale and distribution of CLT, glulam and other mass timber products that may be based on project-specific customer requirements. Some of these sales are based upon fixed-price contracts. Underestimates in the bidding process, changes in the timing of deliveries, design errors or other project delays caused by us, customers or others may adversely impact our operating results.

Failures or security breaches of our information technology systems could disrupt our operations and negatively impact our business.

We use information technologies to manage our operations and various business functions. We rely on various technologies to process, store and report on our business and to communicate electronically between our facilities, personnel, customers and suppliers as well as for administrative functions and many of such technology systems are dependent on one another for their functionality. We also use information technologies to process financial information and results of operations for internal reporting purposes and to comply with regulatory, legal and tax requirements. We rely on third party providers for some of these information technologies and support. Our ability to effectively manage our business and coordinate the production, distribution and sale of our products is highly dependent on our technology systems. Despite our security design and controls and other operational safeguards, and those of our third party providers, our information technology systems may be vulnerable to a variety of interruptions, including during the process of upgrading or replacing hardware, software, databases or components thereof, natural disasters, terrorist attacks, telecommunications failures, computer viruses, cyberattacks, hackers, unauthorized access attempts and other security issues or may be breached due to employee error, malfeasance or other disruptions. Any such interruption or breach could result in operational disruptions or the misappropriation of sensitive data that could subject us to civil and criminal penalties, litigation or have a negative impact on our reputation. There can be no assurance that such disruptions or misappropriations and the resulting repercussions will not negatively impact our cash flows and materially affect our results of operations or financial condition.

In addition, many of our information technology systems, such as those we use for administrative functions, including human resources, payroll, accounting and internal and external communications, as well as the information technology systems of our third-party business partners and service providers, whether cloud-based or hosted in proprietary servers, contain personal, financial or other information that is entrusted to us by our customers and personnel. Many of our information technology systems also contain proprietary and other confidential information related to our business, such as business plans and research and development initiatives. To the extent we or a third party were to experience a material breach of our or such third party's information technology systems that results in the unauthorized access, theft, use, destruction or other compromises of our customers’ or personnel’s data or confidential information stored in such systems, including through cyberattacks or other external or internal methods, it could result in a violation of applicable privacy and other laws, and subject us to litigation and governmental investigations and proceedings, any of which could result in our exposure to material liability.(39)

~~There~~our isfacilities, ~~increased~~personnel, ~~focus~~customers and suppliers as well as for administrative functions and many of such technology systems are dependent on ~~sustainability~~one another for their functionality. We also use information technologies to process financial information and results of operations for internal reporting purposes and ~~the~~to ~~importance~~comply ofwith ~~environmental~~regulatory, ~~social~~legal and ~~governance~~tax ~~scores~~requirements. ~~from~~We ~~customers~~rely on third-party providers for some of these information technologies and support. Our ability to effectively manage our business and coordinate the production, ~~investors~~distribution and sale of our products is highly dependent on our technology systems. Despite our security design and controls and other ~~stakeholders~~operational safeguards, ~~which~~and those of our third-party providers, our information technology systems may be vulnerable to a variety of interruptions, including during the process of upgrading or replacing hardware, software, databases or components thereof, natural disasters, terrorist attacks, telecommunications failures, computer viruses, cyberattacks, hackers, unauthorized access attempts and other security issues or may be breached due to employee error, malfeasance or other disruptions. Any such interruption or breach could result in operational disruptions or the misappropriation of sensitive data that could subject us to additional reporting requirements, litigation, governmental investigations or proceedings or have a negative impact on our ~~business~~reputation. There can be no assurance that such disruptions or misappropriations and the resulting repercussions will not negatively impact our cash flows and materially affect our results of operations or financial condition.

~~Sustainability/environmental~~In addition, ~~social~~many ~~and~~of ~~governance~~our ~~reporting~~information ~~frameworks~~technology ~~are~~systems, ~~numerous~~such ~~and~~as ~~evolving~~those ~~rapidly.~~we ~~Sustainability~~use ~~governance~~for administrative functions, ~~performance~~including ~~and~~human ~~disclosures~~resources, ~~are~~payroll, ~~reviewed~~accounting and ~~monitored~~internal byand ~~investors,~~external ~~customers~~communications, ~~other~~as ~~stakeholders~~well ~~and~~as ~~environmental,~~the ~~social~~information ~~and~~technology ~~governance~~systems ~~scoring~~of our third-party business partners and service providers, ~~using~~whether ~~different~~cloud-based ~~methodologies,~~or ~~which~~hosted ~~may~~in ~~impact~~proprietary ~~how~~servers, ~~they~~contain ~~perceive~~personal, ~~justifiably~~financial or ~~not,~~other information that is entrusted to us ~~and~~by our ~~business~~customers and personnel. InMany ~~the~~of ~~event~~our weinformation ~~were~~technology ~~unable~~systems toalso ~~achieve~~contain ~~our~~proprietary ~~stated~~and ~~sustainability~~other ~~targets~~confidential information related to our business, ~~goals~~such as business plans and ~~commitments~~research orand ifdevelopment ~~our~~initiatives. ~~sustainability~~If ~~statements~~we or a third-party were ~~challenged~~to asexperience ~~erroneous,~~a ~~inaccurate~~material breach of our or ~~incomplete~~such third-party's information technology systems that results in the unauthorized access, ~~whether~~theft, ~~justifiably~~use, destruction or ~~not,~~other ~~our~~compromises ~~reputation~~of ~~and~~our ~~customer~~customers’ ~~and~~or ~~other~~personnel’s ~~relationships~~data ~~may~~or beconfidential ~~adversely~~information ~~affected~~stored ~~and~~in wesuch ~~may~~systems, ~~also~~including bethrough ~~exposed~~cyberattacks toor ~~potential~~other ~~litigation~~external ~~and~~or ~~liability. In~~internal ~~addition~~methods, ~~evolving~~it ~~standards~~could ~~and~~result ~~regulations~~in ~~related~~a toviolation ~~climate~~of ~~change,~~applicable ~~sustainability~~privacy and ~~environmental,~~other ~~social~~laws and ~~governance~~subject ~~reporting~~us ~~may~~to ~~also~~additional ~~result~~reporting inrequirements, ~~additional~~litigation ~~expenditures~~and governmental investigations and ~~divert~~proceedings, ~~management~~any ~~attention~~of ~~from~~which could result in our ~~business~~exposure to material liability.

WeEvolving ~~have~~sustainability ~~limited~~reporting ~~control~~and ~~over~~environmental, ~~the~~social ~~operations~~and governance preferences of ~~the~~customers, ~~Cariboo~~investors ~~mill~~and other stakeholders may impact our business.

~~Our~~Sustainability ~~50%~~and ~~ownership~~environmental, ~~interest~~social inand ~~the~~governance ~~Cariboo~~reporting ~~mill~~frameworks isare ~~through~~numerous anand ~~unincorporated~~evolving ~~joint venture partnership~~rapidly. ~~The~~Sustainability ~~ownership~~governance, performance and ~~operation~~disclosures ofare ~~such~~reviewed ~~mill~~and ismonitored ~~subject~~by toinvestors, ancustomers, ~~underlying~~other ~~agreement~~stakeholders and ~~its~~environmental, ~~day-to-day~~social ~~operations~~and ~~are~~governance ~~principally~~scoring ~~conducted~~service byproviders ~~our~~using ~~joint~~different ~~venture~~methodologies, ~~partner.~~which ~~Joint~~may ~~venture~~impact ~~partnerships~~how ~~generally~~they ~~involve~~perceive, ~~special~~justifiably ~~risks~~or not, ~~including~~us ~~that~~and ~~the~~our business. ~~and~~In ~~strategic~~the ~~interests~~event ofwe ~~the~~were ~~joint~~unable ~~venture~~to ~~partner~~achieve ~~and~~our usstated ~~may~~sustainability ~~not~~targets, ~~coincide~~goals and commitments or ~~that~~if ~~the~~our ~~joint~~sustainability ~~venture~~statements ~~partner~~were ~~may~~challenged beas ~~unable~~erroneous, toinaccurate ~~meet~~or ~~its~~incomplete, ~~economic~~whether justifiably or not, our reputation and customer and other ~~obligations~~relationships ~~thereunder.~~may Webe ~~have~~adversely ~~limited~~affected ~~control~~and ~~over~~we ~~the~~may ~~actions~~also ofbe ~~the~~exposed ~~joint~~to ~~venture~~potential ~~partner~~litigation inand ~~respect~~liability. ofIn ~~the~~addition, ~~Cariboo~~evolving ~~mill~~standards and regulations related to climate change, ~~including~~sustainability ~~any~~and ~~non-performance~~environmental, ~~default~~social orand ~~bankruptcy~~governance ofreporting ~~such~~may ~~party.~~also ~~Any~~result ~~non-performance~~in byadditional ~~our~~expenditures ~~joint~~and ~~venture~~divert ~~partner~~management orattention ~~other~~from our business.

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actions taken by the joint venture partner in connection with the day-to-day operation of the Cariboo mill may adversely affect our results of operations and financial condition.

Risks Related to our Debt

Our level of indebtedness could negatively impact our financial condition, results of operations and liquidity.

As of December 31, ~~2023~~2024, we had approximately $1,~~609~~474.40 million of indebtedness outstanding. We may also incur additional indebtedness in the future. Our high debt levels may have important consequences for us, including, but not limited to the following:

•

our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes or to fund future operations may not be available on terms favorable to us or at all;

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•

a significant amount of our operating cash flow is dedicated to the payment of interest and principal on our indebtedness, thereby diminishing funds that would otherwise be available for our operations and for other purposes;

•

increasing our vulnerability to current and future adverse economic and industry conditions;

•

a substantial decrease in net operating cash flows or increase in our expenses could make it more difficult for us to meet our debt service requirements, which could force us to modify our operations;

•

our leveraged capital structure may place us at a competitive disadvantage by hindering our ability to adjust rapidly to changing market conditions or by making us vulnerable to a downturn in our business or the economy in general;

•

causing us to offer debt or equity securities on terms that may not be favorable to us or our shareholders;

•

limiting our flexibility in planning for, or reacting to, changes and opportunities in our business and our industry; and

•

our level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay the principal or interest due in respect of our indebtedness.

The indentures that govern our Senior Notes, and our credit facilities contain restrictive covenants which impose operating and other restrictions on us and our subsidiaries. These restrictions will affect, and in many respects will limit or prohibit, our ability to, among other things, incur or guarantee additional indebtedness, pay dividends or make distributions on capital stock or redeem or repurchase capital stock, make investments or acquisitions, create liens and enter into mergers, consolidations or transactions with affiliates. The terms of our indebtedness also restrict our ability to sell certain assets, apply the proceeds of such sales and reinvest in our business.

Certain of the agreements governing our indebtedness have covenants that require us to maintain prescribed financial ratios and tests. Failure to comply with such covenants could result in events of default and could have a material adverse effect on our liquidity, results of operations and financial condition.

Our ability to repay or refinance our indebtedness will depend on our future financial and operating performance. Our performance, in turn, will be subject to prevailing economic and competitive conditions, as well as financial, business, legislative, regulatory, industry and other factors, many of which are beyond our control. Our ability to meet our future debt service and other obligations may depend in significant part on the extent to which we can successfully implement our business strategy. We cannot assure you that we will be able to implement our strategy fully or that the anticipated results of our strategy will be realized. Over the next several years, we will require financing to refinance maturing debt obligations (unless extended), and such refinancing may not be available on favorable terms or at all.

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Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing and have an adverse effect on the market price of our securities.

Credit rating agencies rate our debt securities on factors that include our operating results, actions that we take, their view of the general outlook for our industry and their view of the general outlook for the economy. Actions taken by the rating agencies can include maintaining, upgrading or downgrading the current rating or placing the company on a watch list for possible future downgrading. Downgrading the credit rating of our debt securities or placing us on a watch list for possible future downgrading could limit our access to credit markets, increase our cost of financing and have an adverse effect on the market price of our securities, including our Senior Notes.

We are exposed to interest rate fluctuations.

Interest on borrowings under our revolving credit facilities are at "“floating"” rates. As a result, increases in interest rates will increase our costs of borrowing and reduce our operating ~~margins~~results.

~~Risks Related to Macro-economic Conditions~~(41)

Risks Related to Macroeconomic Conditions

A weakening of the global economy, including capital and credit markets, could adversely affect our business and financial results and have a material adverse effect on our liquidity and capital resources.

As demand for our products has principally historically been determined by general global ~~macro-economic~~macroeconomic activities, demand and prices for our products have historically decreased substantially during economic slowdowns. A significant economic downturn may affect our sales and profitability. Further, our suppliers and customers may also be adversely affected by an economic downturn. Additionally, restricted credit and capital availability restrains our customers’ ability or willingness to purchase our products, resulting in lower revenues. Depending on the severity and duration, the effects and consequences of a global economic downturn could have a material adverse effect on our liquidity and capital resources, including our ability to raise capital, if needed, and otherwise negatively impact our business and financial results.

InFinancial ~~addition, financial~~ uncertainties and other events in our major international markets, including inflation and other market factors, may negatively impact the global economy and consequently, our results of operations.

Political uncertainty, an increase in trade protectionism or geopolitical conflict could have a material adverse effect on global macroeconomic activities and trade and adversely affect our business, results of operations and financial condition.

The rise of economic nationalist sentiments, trade protectionism and geopolitical security has led to increasing political uncertainty and unpredictability throughout the world. Additionally, there can be no assurance that additional or new trade tensions, imposition of import and export restrictions and tariffs will not arise between various trade partners. These potential developments, market perceptions concerning these and related issues and the attendant regulatory uncertainty regarding, for example, the posture of governments with respect to international trade or national security issues, could have a material adverse effect on global trade and economic growth which, in turn, can adversely affect our business, results of operation and financial condition.

Increased trade protectionism or the perception that it may occur could materially adversely affect our business. Increasing trade protectionism may cause an increase in the cost of products exported from regions globally, the length of time required to transport products, and the risks associated with exporting products. Such increases may have an adverse impact on our business, operating schedule and financial condition. If the current global economy or outlook is undermined by downside risks and there is a prolonged economic downturn, governments may resort to new or enhanced trade barriers to protect their domestic industries against imports, thereby depressing demand.

International security issues and adverse developments in respect thereof such as the war in Ukraine and the conflicts in the Middle East could materially adversely affect global trade and economic activity and cause logistics disruptions or delays.

Protectionist developments or adverse international political tensions or developments, or the perception they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Increasing trade protectionism in the markets could increase the risks associated with exporting goods to such markets. These developments could have a material adverse effect on our business, results of operations and financial condition.

We are exposed to currency exchange rate fluctuations.

We have manufacturing operations in Germany, Canada and the United States. Most of the operating costs and expenses of our German mills are incurred in euros and those of our Canadian mills in Canadian dollars. However, the majority of our sales are in products quoted in dollars. Our results of operations and financial condition are reported in dollars. As a result, our costs generally benefit from a strengthening dollar but are adversely affected by a decrease in the value of the dollar relative to the euro and to the Canadian dollar. Such declines in the dollar relative to the euro and the Canadian dollar reduce our operating margins and the cash flow available to fund our operations and to service our debt. This could have a material adverse effect ~~on our business, financial condition, results of operations and cash flows.~~

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on our business, financial condition, results of operations and cash flows.

Further, while a strengthening dollar generally lowers our costs and expenses in Germany and Canada, it increases the cost of pulp to our customers and generally puts downward pressure on pulp prices and reduces our energy, chemical, pallet, biofuel, wood residual and European lumber sales revenues as they are sold in euros and Canadian dollars.

Although we report in dollars, we hold certain assets and liabilities, including our mills, in euros and Canadian dollars. We translate foreign denominated assets and liabilities into dollars at the rate of exchange on the balance sheet date. Equity accounts are translated using historical exchange rates. Unrealized gains or losses from these translations are recognized in other comprehensive income (loss) and do not affect our net earnings, operating income (loss) or Operating EBITDA.

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Certain intercompany dollar advances between Mercer Inc. and its foreign subsidiaries are held in euros and Canadian dollars. Mercer Inc. holds some cash in foreign currencies and certain foreign subsidiaries hold some cash and other balances in dollars. When such advances, cash and other balances are translated into the applicable local currency at the end of each reporting period, the gains or losses thereon are reflected in net earnings.

Globally, various central banks ~~have~~ raised interest rates in 2022 and 2023 in response to high inflation rates, leading to a relatively high interest rate environment, which could dampen ~~macro-economic~~macroeconomic conditions and business activity ~~which~~and ~~could~~ reduce demand for our products.

As a result of higher than acceptable rates of inflation, many central banks ~~globally have~~ raised interest rates through 2022 and 2023. ~~and~~While ~~may~~various ~~continue~~central tobanks doinitiated sointerest rate reductions in the ~~future~~second tohalf ~~reduce~~of ~~the~~2024, ~~rate~~interest ofrates ~~inflation~~remain at relatively high levels. They may also fluctuate in the future.

~~Such~~High interest ~~rate~~rates ~~increases~~ can, among other things, dampen ~~macro-economic~~macroeconomic conditions and business activity and lead to a recession. Such weakened economic activity could reduce demand and prices for our products which could reduce our margins and adversely affect our results of operations. In addition, the effects of a high interest rate environment and a weakening of global economic activity could heighten and increase many of the other risks described in this Item 1A.

In addition, the effects of rising interest rates and a weakening of global economic activity could heighten and increase many of the other risks described in this Item 1A.

Political uncertainty, an increase in trade protectionism or geo-political conflict could have a material adverse effect on global macro-economic activities and trade and adversely affect our business, results of operations and financial condition.

The rise of economic nationalist sentiments, trade protectionism and geo-political security has led to increasing political uncertainty and unpredictability throughout the world. Additionally, there can be no assurance that additional or new trade tensions and tariffs will not arise between various trade partners. These potential developments, market perceptions concerning these and related issues and the attendant regulatory uncertainty regarding, for example, the posture of governments with respect to international trade or national security issues, could have a material adverse effect on global trade and economic growth which, in turn, can adversely affect our business, results of operation and financial condition.

Increased trade protectionism could materially adversely affect our business. If the current global economy or outlook is undermined by downside risks and there is a prolonged economic downturn, governments may resort to new or enhanced trade barriers to protect their domestic industries against imports, thereby depressing demand. Changes in the trade policies of the U.S. and other countries, such as the announcement of unilateral tariffs on imported products, have already triggered retaliatory actions from affected countries, resulting in "trade wars" that could have a material adverse effect on global trade and economic growth.

International security issues and adverse developments in respect thereof such as the war in Ukraine and potentially western security alliances could materially adversely affect global trade and economic activity and cause logistics disruptions or delays.

Health epidemics or pandemics could adversely affect our business and financial results.

Health epidemics or pandemics have in the past and may in the future impact macroeconomic conditions, supply chains and other global economic activities. Governmental responses thereto, including operational restrictions adversely affect our business, operations and financial results. The duration and scope of a health epidemic or pandemic can be difficult to predict and depends on many factors, including the emergence of new variants and the availability, acceptance and effectiveness of preventative measures. The extent that an epidemic or pandemic may impact our business, operations and financial results will depend on numerous factors, which may be evolving and not subject to accurate prediction. Additionally, a health epidemic or pandemic may also heighten other risks disclosed in these risk factors, including, but not limited to, those related to the availability and costs of labor, raw materials and supply chain interruptions.

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pandemic may also heighten other risks disclosed in these risk factors, including, but not limited to, those related to the availability and costs of labor, raw materials and supply chain interruptions.

We may incur losses as a result of unforeseen or catastrophic events, including terrorist attacks or natural disasters.

The occurrence of unforeseen or catastrophic events, terrorist attacks or natural disasters, could create economic and financial disruptions and could lead to operational difficulties (including travel limitations) that could impair our ability to manage or operate our business and adversely affect our results of operations.

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Legal and Regulatory Risks

We are subject to extensive environmental regulation and we could incur substantial costs as a result of compliance with, violations of or liabilities under applicable environmental laws and regulations.

Our operations are subject to numerous environmental laws and regulations as well as permits, guidelines and policies relating to the protection of the environment. These laws, regulations, permits, guidelines and policies govern, among other things:

•

discharges to land, air, water and sewers;

•

waste collection, storage, transportation and disposal;

•

hazardous waste;

•

dangerous goods and hazardous materials and the collection, storage, transportation and disposal of such substances;

•

the clean-up of unlawful discharges;

•

land use planning;

•

municipal zoning; and

•

employee health and safety.

In addition, as a result of our operations, we may be subject to remediation, clean-up or other administrative orders or amendments to our operating permits, and we may be involved from time to time in administrative and judicial proceedings or inquiries. Future orders, proceedings or inquiries could have a material adverse effect on our business, financial condition and results of operations. Environmental laws and land use laws and regulations are constantly changing. New regulations or the increased enforcement of existing laws could have a material adverse effect on our business and financial condition. In addition, compliance with regulatory requirements is expensive, at times requiring the replacement, enhancement or modification of equipment, facilities or operations. There can be no assurance that we will be able to maintain our profitability by offsetting any increased costs of complying with future regulatory requirements.

We are subject to liability for environmental damage at the facilities that we own or operate, including damage to neighboring landowners, residents or employees, particularly as a result of the contamination of soil, groundwater or surface water and especially drinking water. The costs of such liabilities can be substantial. Our potential liability may include damages resulting from conditions existing before we purchased or operated these facilities. We may also be subject to liability for any offsite environmental contamination caused by pollutants or hazardous substances that we or our predecessors arranged to transport, treat or dispose of at other locations. In addition, we may be held legally responsible for liabilities as a successor owner of businesses that we acquire or have acquired. Except for the Stendal mill, the Mercer Spokane facility and the Mercer Conway facility, our facilities have been operating for decades and we have not done invasive testing to determine whether or to what extent any such environmental contamination exists. As a result, these businesses may have liabilities for conditions that we discover or that become apparent, including liabilities arising from non-compliance with environmental laws by prior owners. Because of the limited availability of insurance coverage for environmental liability, any substantial liability for environmental damage could materially adversely affect our results of operations and financial condition.

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We have incurred, and we expect to continue to incur, significant capital, operating and other expenditures as a result of complying with applicable environmental laws and regulations.

Further, enactment of new environmental laws or regulations, changes in existing laws or regulations or the interpretation of these laws and regulations might require significant capital expenditures. We may be unable to generate sufficient funds or access other sources of capital to fund unforeseen environmental liabilities or expenditures.

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We sell surplus green energy in Germany and are subject to changing energy legislation in response to high prices and energy shortages.

In Germany, our mills sell surplus green energy at market prices or certain of our mills have the option to sell at fixed prices or tariffs pursuant to the Renewable Energy Act. The fixed price tariff expired in December 2024 for our Stendal mill, and expires in ~~December~~2029 ~~2024,~~ for our Friesau mill ~~expires~~and inbetween 2029 ~~and~~to 2034 for our Torgau facility's four cogeneration power plants ~~range from 2029 to 2034~~.

In October 2022, the Council of the European Union formally adopted emergency measures to address high energy prices resulting from the war in Ukraine. The Council ~~implemented~~adopted a ~~Regulation~~regulation containing temporary measures including a mandatory cap on market revenues at €180 per MWh ~~hour~~ for inframarginal electricity generators such as renewables, nuclear and lignite producers. In Germany, ~~which~~this ~~came~~was ~~into~~implemented ~~force~~through inthe ~~February~~adoption ~~2023.~~of ~~This~~a ~~cap~~“windfall” ~~applied~~profits totax ~~both~~in December 2022 on electricity ~~traded~~producers which expired in aJune ~~centralized~~2023. ~~marketplace,~~The aswindfall ~~well~~profits astax ~~electricity~~was ~~traded~~equivalent ~~bilaterally~~to ~~and~~90% ~~has~~of ~~been~~the ~~extended~~revenue toabove ~~January~~a ~~2025.~~“baseline” threshold for energy producers.

OnWe ~~December~~cannot ~~16,~~predict ~~2022,~~if either Germany or the ~~German~~European ~~government~~Union ~~approved~~will aadopt ~~"windfall"~~new ~~profits~~legal ~~tax~~measures onif there are further energy ~~producers~~shortages ~~which~~and ~~took~~high ~~effect~~prices resulting from ~~December~~the ~~2022~~Ukraine ~~until~~conflict itor ~~expired~~otherwise in ~~June~~the ~~2023~~future. The ~~windfall~~effect ~~profits~~of ~~tax~~the ~~was~~foregoing ~~equivalent~~and toany ~~90%~~similar oflegislation ~~the~~may ~~revenue~~negatively ~~above~~impact aour ~~"baseline"~~revenues ~~threshold~~and ~~for~~after tax income from surplus green energy ~~producers~~sales during applicable periods.

We cannot predict if either Germany or the European Union will adopt new legal measures if there are further energy shortages and high prices resulting from the Ukraine conflict or otherwise in the future.

The effect of the foregoing and any similar legislation may negatively impact our revenues and after tax income from surplus green energy sales during applicable periods.

Further, the availability of tariffs and other incentives for our green energy production activities is dependent, to a large extent, on political and policy developments relating to environmental concerns in the regions in which we operate. We cannot currently predict the scope of any such measures, whether they will provide similar economic incentives as under the tariffs, when, if at all, they will be implemented or their potential application and impact on the expiry of their existing tariffs for certain of our German mills.

Our international sales and operations are subject to applicable laws relating to trade, export controls, foreign corrupt practices and competition laws, the violation of which could adversely affect our operations.

As a result of our international sales and operations, we are subject to trade and economic sanctions and other restrictions imposed by the United States, Canada and other governments or organizations, including prohibitions in the United States against foreign competitors’ (including our operating subsidiaries) receipt of certain unlawful foreign governmental benefits. We are also subject to the U.S. Foreign Corrupt Practices Act of 1977, the Canadian Corruption of Foreign Public Officials Act and other anti-bribery laws that generally bar bribes or unreasonable gifts to governments or officials. Changes in trade sanction laws could restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities, and may result in modifications to compliance programs. Violations of these laws or regulations could result in sanctions including fines, loss of authorizations needed to conduct our international business, the imposition of tariffs or duties and other penalties, which could adversely impact our business, operating results and financial condition.

(46)

Product liability claims could adversely affect our operating results.

Our solid wood segment includes the manufacture, sale and distribution of CLT, glulam and other mass timber products, that are based on specific requirements of each customer. We believe that future orders of such products will depend on our ability to maintain the performance, quality and timely delivery standards required by customers. These products may, from time to time, be subject to product liability and warranty claims. If such products have performance or quality issues, or are installed incorrectly by customers or others, we may experience, among other things, warranty and other expenses, replacement costs or reduced or cancelled orders. In addition, product liability and warranty claims could result in costly and time-consuming litigation that could require significant time and attention of management and/or significant monetary damages that could negatively impact our operating results. No assurance can be given that coverage under insurance policies, to the extent applicable, will be adequate to cover any such claims if they arise in the future.

(45)

Risks Related to Ownership of our Shares

The price of our common stock may be volatile.

The market price of our common stock may be influenced by many factors, some of which are beyond our control, including those described above and the following:

•

actual or anticipated fluctuations in our operating results or our competitors’ operating results;

•

announcements by us or our competitors of new products, capacity changes, significant contracts, acquisitions or strategic investments;

•

our growth rate and our competitors’ growth rates;

•

the financial market and general economic conditions;

•

changes in stock market analyst recommendations regarding us, our competitors or the forest products industry generally or lack of analyst coverage of our common stock;

•

sales of common stock by our executive officers, directors and significant shareholders;

•

changes in accounting principles; and

•

changes in laws and regulations.

In addition, there has been significant volatility in the market price and trading volume of securities of companies operating in the forest products industry that often has been unrelated to the operating performance of particular companies. Some companies that have had volatile market prices for their securities have had securities litigation brought against them. If litigation of this type is brought against us, it could result in substantial costs and would divert management'’s attention and resources.

A small number of our shareholders could significantly influence our business.

There are a few significant shareholders of our common stock who own a substantial percentage of the outstanding shares of our common stock. These few significant shareholders, either individually or acting together, may be able to exercise significant influence over matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of the company or our assets. This concentration of ownership may make it more difficult for other shareholders to effect substantial changes in the company, may have the effect of delaying, preventing or expediting, as the case may be, a change in control of the company and may adversely affect the market price of our common stock. Further, the possibility that one or more of these significant shareholders may sell all or a large portion of their common stock in a short period of time could adversely affect the trading price of our common stock. Also, the interests of these few shareholders may not be in the best interests of all shareholders.

(47)

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

We maintain comprehensive programs and technologies to ensure that our information systems are effective and prepared for data privacy and cybersecurity risks, including regular oversight of our security programs for monitoring internal and external threats to ensure the confidentiality and privacy of our data. As the volume and complexity of ~~cyber-attacks~~cyberattacks continue to evolve, we continue to enhance our security capabilities by continued investment in cyber technologies, further developing our internal cybersecurity personnel and educating our workforce regarding cybersecurity, and leveraging emerging technologies.

Risk Management and Strategies

We regularly perform evaluations of our security program and continue to implement controls aligned with industry guidelines to identify threats, detect attacks and protect data. Our risk management strategy is focused on three areas: (i) technology, being our hardware and software systems; (ii) processes, being our cybersecurity reporting, testing and other processes; and (iii) people, which refers to our internal cybersecurity personnel, external service providers and individual training and human interaction within our information technology and cybersecurity processes. We seek to align our cybersecurity program with practices recommended under ISO 27001 and by the National Institute of Standards and Technology and the Center for Internet Security Critical Security Controls.

When reviewing third party information technology service providers, our engagement process customarily includes, among other things, a review of such providers' cybersecurity measures. Additionally, we use third party data, such as Security Scorecard, to review and monitor such providers and as an indicator in respect of our cybersecurity environments.(46)

Wefocused ~~periodically~~on ~~undertake~~three ~~cybersecurity~~areas: ~~audits~~(i) technology, ~~the~~being ~~results~~our ofhardware ~~which~~and ~~are~~software ~~reported~~systems; to(ii) processes, being our ~~Audit~~cybersecurity ~~Committee.~~reporting, Wetesting ~~have~~and ~~also~~other ~~implemented~~processes; ~~security~~and ~~monitoring~~(iii) ~~programs~~people, ~~designed~~which refers to ~~alert~~our usinternal ofcybersecurity ~~any~~personnel, ~~suspicious~~external ~~activity,~~service providers and ~~have~~individual ~~developed~~training anand ~~incident~~human ~~response~~interaction within our information technology and cybersecurity processes. We seek to align our cybersecurity program inwith practices recommended under ISO 27001 and by the ~~event~~National Institute of aStandards ~~security~~and ~~breach~~Technology and the Center for Internet Security Critical Security Controls.

When reviewing key third-party information technology service providers, our engagement process customarily includes, among other things, a review of such providers’ cybersecurity measures. Additionally, we use third-party data, such as Security Scorecard, to review and monitor such providers and as an indicator in respect of our cybersecurity environments.

We periodically undertake cybersecurity audits or other independent assessments, the results of which are reported to our Audit Committee. We have also implemented security monitoring programs designed to alert us of any suspicious activity, and have developed an incident response program in the event of a security breach. We have also engaged a third-party vendor to, among other things, provide continuous monitoring and respond to cybersecurity events.

We implement various training programs periodically to ensure that our employees and other personnel comply with internal processes and to enhance their cybersecurity awareness.

Additionally, we have engaged third -party providers to supplement our response capabilities for both informational and operational technology incidents, as needed.

~~See~~As ~~also~~of ~~Item~~the ~~1A.~~date ~~"Risk~~of ~~Factors~~this –filing, ~~Risks~~we ~~Related~~have not identified any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our ~~Business~~business -strategy, ~~Failures~~results of operations, or ~~security~~financial ~~breaches~~condition. ofHowever, ~~our~~there ~~information~~can ~~technology~~be ~~systems~~no ~~could~~assurance ~~disrupt~~that we, or our ~~operations~~third-party ~~and~~partners ~~negatively~~or ~~impact~~service providers, will not experience a cybersecurity threat or incident in the future that could materially adversely affect our business" strategy, results of operations, or financial condition.

For further discussion of the risks related to cybersecurity, see also Item 1A. “Risk Factors – Risks Related to our Business - Failures or security breaches of our information technology systems could disrupt our operations and negatively impact our business”.

Governance

Our board of directors oversees our risk management processes and has tasked our Audit Committee with oversight of our cybersecurity and information governance, including periodically reviewing and discussing with management our risk exposures relating to data privacy and cybersecurity, and reviewing the steps we have taken to identify, assess, monitor, mitigate and manage such exposure and cybersecurity risks. At the management level, our Director of Cybersecurity is responsible for overseeing our cybersecurity processes and risk management, working together with our Chief Information Officer to implement our cybersecurity initiatives.

Our Audit Committee and management meet with the Board on a quarterly basis to provide updates on cybersecurity risks, material ~~cyber-attacks~~cyberattacks and security incidents as they occur, as well as to promote company-wide cyber risk and security awareness. Additionally, our Chief Information Officer and Director of Cybersecurity meet periodically with the Board or the Audit Committee to brief them on technology and information security matters.

~~(48)~~Our Director of Cybersecurity is informed of cybersecurity incidents by applicable personnel, and oversees remediation efforts in accordance with our policies and processes. Our Chief Information Officer reports to our Audit Committee on significant incidents periodically. Our Chief Information Officer has over 30 years of technology leadership experience and is, among other things, a Certified Information Systems Security Professional and a Certified Secure Infrastructure Specialist. Our Director of Cybersecurity has over 20 years of experience as a cybersecurity and information technology professional. He has held various leadership positions where he developed, managed and implemented security programs and controls. He also holds,

Our Director of Cybersecurity is informed of any cybersecurity incidents by applicable personnel, and oversees remediation efforts in accordance with our processes. Our Chief Information Officer reports to our Audit Committee on significant incidents periodically. Our Director of Cybersecurity has over 20 years of experience as a cybersecurity and information technology professional and holds the Certified Information Systems Security Professional designation.(47)

among other information technology certifications, the Certified Information Systems Security Professional designation.

ITEM 2. PROPERTIES

We own the Stendal, Rosenthal, Celgar, Peace River pulp mills, and their underlying properties ~~and have a 50% joint venture interest in the Cariboo pulp mill~~. We also own the Friesau mill, ~~Mercer~~and ~~Spokane facility,~~ the Torgau ~~facility~~, aMercer ~~timber processing and value-add pallet production facility in Torgau~~Spokane, ~~Germany and a wood processing facility in Dahlen, Germany that produces garden products. We also acquired in June 2023, the~~ Mercer Conway, ~~facility and~~ Mercer Okanagan ~~facility,~~facilities ~~which~~and ~~produce~~their ~~mass~~underlying ~~timber~~properties.

Stendal Mill. The Stendal mill is situated on a 335 acre site that is part of a larger 3,090 acre industrial park near the town of Arneburg in the state of Saxony-Anhalt, approximately 185 miles north of the Rosenthal mill and 80 miles west of Berlin. The mill is adjacent to the Elbe River and has access to harbor facilities for water transportation. The mill is a single line mill with a current annual ~~design~~ production capacity of approximately 740,000 ADMTs of kraft pulp. The Stendal mill is self-sufficient in steam and electrical power. Some excess electrical power which is constantly being generated is sold to the regional power grid. The facilities at the mill include:

•

an approximately 740,000 square feet fiber and roundwood storage area;

•

debarking and chipping facilities for pulp logs;

•

a fiber line, which includes 12 SuperBatch™ digesters and bleaching facilities;

•

a pulp machine, which includes a dryer, a cutter and two baling lines;

•

an approximately 105,000 square feet finished goods storage area;

•

a chemical recovery line, which includes a recovery boiler, evaporation plant, recausticizing plant and lime kiln;

•

a tall oil plant;

•

a turpentine plant;

•

a methanol plant;

•

a fresh water plant;

•

a wastewater treatment plant; and

•

a power station with two turbines capable of producing 148 MW of electrical power.

Rosenthal Mill. The Rosenthal mill is situated on a 230 acre site in the town of Rosenthal am Rennsteig in the state of Thuringia, approximately 185 miles south of Berlin. The Saale River flows through the site of the mill. In late 1999, we completed a major capital project which converted the Rosenthal mill to the production of kraft pulp. It is a single line mill with a current annual production capacity of approximately 360,000 ADMTs of kraft pulp. The mill is self-sufficient in steam and electrical power. Some excess electrical power which is constantly generated is sold to the regional power grid. The facilities at the mill include:

•

an approximately 425,000 square feet fiber storage area;

•

debarking and chipping facilities for pulp logs;

•

an approximately 625,000 square feet roundwood yard;

•

a fiber line, which includes a Kamyr continuous digester and bleaching facilities;

•

a pulp machine, which includes a dryer, a cutter and a baling line;

•

an approximately 60,000 square feet finished goods storage area;

•

a chemical recovery line, which includes a recovery boiler, evaporation plant, recausticizing plant and lime kiln;

•

a fresh water plant;

(4948)

•

a wastewater treatment plant; ~~and~~

•

a ~~power~~tall ~~station~~oil ~~with a turbine capable of producing 57 MW of electrical power from steam produced by the recovery boiler and a power boiler.~~plant;

•

a lignin plant; and

•

a power station with a turbine capable of producing 57 MW of electrical power.

Celgar Mill. The Celgar mill is situated on a 400 acre site near the city of Castlegar, British Columbia. The mill is located on the south bank of the Columbia River, approximately 375 miles east of the port city of Vancouver, British Columbia, and approximately 20 miles north of the Canada-U.S. border. The city of Seattle, Washington is approximately 405 miles southwest of Castlegar. The Celgar mill is a single line mill with a current annual production capacity of approximately 520,000 ADMTs of kraft pulp. The mill is self-sufficient in steam and electrical power. Some excess electrical power which is constantly generated is sold to the regional power grid. The facilities at the Celgar mill include:

•

an approximately 450,000 square feet fiber storage area and an approximately 440,000 square feet log storage area;

•

a wood room containing debarking and chipping facilities for pulp logs;

•

a fiber line, which includes a dual vessel hydraulic digester, a two stage oxygen delignification system and a four stage bleach plant;

•

two pulp machines, which each include a dryer, a cutter and a baling line;

•

an approximately 28,000 square feet on-site finished goods storage area and an approximately 29,000 square feet off-site finished goods storage area;

•

a chemical recovery line, which includes a recovery boiler, evaporation plant, recausticizing plant and lime kiln;

•

a wastewater treatment system; and

•

a power station with two turbines capable of producing approximately 100 MW of electrical power.

Peace River Mill. The Peace River mill is situated on a 791 acre site near the town of Peace River, Alberta, approximately 305 miles north of Edmonton, Alberta. The mill has an annual production capacity of approximately 475,000 ADMTs of kraft pulp. The mill is self-sufficient in steam and electrical power. Some excess electrical power which is constantly generated is sold to the regional power grid. The facilities at the Peace River mill include:

•

an approximately 1,130,000 square feet fiber storage area and an approximately 2,700,000 square feet log storage area;

•

an approximately 189 railcar siding/storage capacity;

•

a fiber line which includes a dual vessel hydraulic digester, a single stage oxygen delignification system and a four stage bleach plant;

•

a pulp machine, which includes a dryer, cutter and two baling lines;

•

an approximately 56,000 square feet on-site finished goods storage area;

•

a chemical recovery line, which includes a recovery boiler, evaporation plant, recausticizing plant and a lime kiln;

•

a fresh water treatment plant;

•

a wastewater treatment system; and

•

two turbines capable of producing approximately 65 MW of electrical power.

Friesau Mill. The Friesau mill is situated on a 150 acre site in the town of Saalburg-Ebersdorf, Germany, approximately 185 miles south of Berlin and only 10 miles from the Rosenthal mill. It is a two -line sawmill ~~with an annual production capacity of approximately 550 MMfbm of lumber on a continuously operating~~

(5049)

with an annual production capacity of approximately 550 MMfbm of lumber on a continuously operating basis. The mill also sells electrical power to the regional power grid. The mill is self-sufficient in thermal power. The facilities at the Friesau mill include:

•

an approximately 1,000,000 square feet roundwood storage area;

•

three log debarking and two sorting lines;

•

two Linck sawlines;

•

4234 lumber kilns capable of matching sawmill production;

•

three continuous kilns;

•

two planer lines;

•

an approximately 663,800 square feet finished goods storage area; and

•

a biomass fueled cogeneration power plant capable of producing 13 MW of electrical power.

Torgau Facility. The Torgau site is situated on a 270 acre site in the town of Torgau, Germany, approximately 70 miles south of Berlin and approximately 95 miles north of the Friesau and Rosenthal mills. It is an integrated production site with two sawmills (with ~~two lines each) with~~ an annual lumber capacity of approximately 410 MMfbm and a pallet production capacity of 17 million pallets and two biofuel plants (wood pellets and briquettes) with a total capacity of 230,000 tonnes. The mill also sells electrical power to the regional power grid. The mill is self-sufficient in thermal power. ~~The~~Its facilities ~~at the Torgau mill~~ include:

•

four logyards totaling approximately 1,000,000 square feet with log debarking and sorting lines;

•

~~four~~three sawlines (one Linck, one EWD and ~~two~~one Hew ~~sawlines~~sawline with Kallfass sorting lines) and one milling line;

•

EPAL pallet production with eight Coralli and one Storti line;

•

two progressive kilns and nine drying kilns capable of matching pallet and sawmill production;

•

one planer line;

•

pellet production with six Münch presses as well as two Salmatec presses;

•

briquette production with 12 lines (Nielsen);

•

two storage silos for pellets with a total capacity of 5,000 cubic tonnes; and

•

four biomass fueled cogeneration power plants capable of producing 15 MW of electrical power.

Mercer Torgau also owns a wood processing facility in Dahlen, Germany that produces garden products.

Mercer Spokane Facility. The Mercer Spokane facility is situated on approximately 54 acres of land near Spokane, Washington. The Mercer Spokane facility has an annual production capacity of approximately 140,000 m3 or 13 million square feet of 5-ply CLT panels. Its facilities include:

•

a Transverse High Grader sorting line;

•

a Lineal High Grader Sorting Line;

•

a finger jointing line;

•

a continuous kiln;

•

a pneumatic CLT press;

•

three CNC machines; and

•

three Gilbert planers.

(5150)

Mercer Conway Facility. The Mercer Conway facility is situated on approximately 124 acres of land near Conway, Arkansas. The Mercer Conway facility has an annual production capacity of approximately 75,000 m3 of CLT and glulam. Its facilities include:

•

a Transverse High Grader sorting line;

•

an industry-first glulam press;

•

a Lineal High Grader Sorting Line;

•

a finger jointing line;

•

a hydraulic CLT press;

•

three CNC machines; and

•

one Rex planer.

Mercer Okanagan Facility. The Mercer Okanagan facility is located in Okanagan Falls, British Columbia, and is situated on approximately 20 acres of land. The Mercer Okanagan facility has an annual production capacity of approximately 40,000 m3 of CLT and glulam. Its facilities include:

•

large portal glulam CNC machine;

•

glulam jigs, including an arch-line;

•

a glulam beam planer and sander;

•

two finger jointing lines; and

•

a hydraulic CLT press.

ITEM 3. LEGAL PROCEEDINGS

We are subject to routine litigation incidental to our business. We do not believe that the outcome of such litigation will have a material adverse effect on our business or financial condition.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

(5251)

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)

Market Information. Our shares are quoted for trading on the NASDAQ Global Select Market under the symbol “MERC”.

(b)

Shareholder Information. As of February 1318, ~~2024~~2025, there were approximately ~~176~~172 holders of record of our shares and a total of 66,~~524~~870,~~866~~774 shares were outstanding.

(c)

Dividend Information. On February 1520, ~~2024~~2025, we announced that our board of directors declared a quarterly dividend of $0.075 per share to be paid to holders of our common stock on April 42, ~~2024~~2025 to shareholders of record on March 2726, ~~2024~~2025.

In ~~2023~~2024, our board of directors approved four quarterly dividend payments of $0.075 per share each, paid on April 54, July 63, October 43 and December ~~28, 2023~~26.

The further declaration and payment of dividends is at the discretion of our board of directors and will depend upon various factors, including our earnings, financial condition, restrictions imposed by our credit facilities and the terms of any other indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by our board of directors. The indentures governing our Senior Notes and our credit facilities limit our ability to pay dividends or make other distributions on capital stock. See Item 1. “Business – Description of Certain Indebtedness”.

(d)

Equity Compensation Plans. The following table sets forth information as of December 31, ~~2023~~2024 with respect to the shares of our common stock that may be issued under our existing equity compensation plans:

Number of securities to be issued upon exercise of outstanding options, warrants and rights(a)

Weighted-average exercise price of outstanding options, warrants and rights(b)($)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c)

Plan Category

Equity compensation plans approved by shareholders(1)(2)

—

21,~~238~~136,~~320~~333

Equity compensation plans not approved by shareholders

—

(1)

Excludes 5421,~~227~~054 outstanding restricted shares and 2793,~~591~~760 deferred stock units, ~~all~~43,363 of which ~~vest~~had invested as of December 31, 2024 and 34,~~672~~379,~~227~~461 outstanding performance share units, 1,~~073~~142,~~184~~097 of which had vested as of December 31, ~~2023~~2024. The underlying shares of common stock relating to the vested performance share units will be issued in February ~~2024~~2025. Of the remaining 23,~~599~~237,~~043~~364 performance share units, 1,~~205~~263,~~667~~178 will vest in ~~2024~~2026 and 1,~~393~~974,~~376~~186 will vest in ~~2025~~2027. The actual number of shares of common stock issued in respect of the performance share units will vary from 0% to 200% of performance share units granted, based upon achievement of performance objectives established for such awards.

(2)

Represents the number of shares of our common stock remaining available for issuance under the 2022 Stock Incentive Plan as of December 31, ~~2023~~2024.

In May 2022, ~~the~~our ~~Company~~board of directors adopted an amended and restated stock incentive plan (the “2022 Stock Incentive Plan”) which provides for stock options, restricted stock units, which under the prior plan were called “restricted stock rights”, deferred stock units, restricted shares, performance shares, performance share units, and stock appreciation rights to be awarded to employees, consultants and non-employee directors. The 2022 Stock Incentive Plan replaced the Company’s 2010 stock incentive plan (the “2010 Stock Incentive Plan”). However, the 2010 Stock Incentive Plan will govern prior awards until all awards granted under the 2010 Stock Incentive Plan have been exercised, forfeited, cancelled, expired, or otherwise terminated in accordance with the ~~terms thereof. The Company may grant up to a maximum of 2.5 million common shares under the 2022 Stock Incentive Plan.~~

(5352)

~~Performance~~terms ~~Graph~~thereof. The ~~following~~Company ~~graph~~may ~~shows~~grant aup ~~five-year comparison of cumulative total shareholder return, calculated on an assumed dividend reinvested basis, for our common stock, the S&P SmallCap 600 Index, a group of peer companies, referred~~ to ~~as the “Peer Group”,~~ a ~~group~~maximum of peer companies previously used by us, referred to as the "Prior Peer Group", and Standard Industrial Classification Code Index or “SIC” (SIC Code 2611 - pulp mills), referred to as the “SIC Code Index”2.5 ~~The~~million ~~graph assumes $100 was invested in each of our~~ common ~~stock,~~shares ~~the~~under ~~S&P SmallCap 600 Index,~~ the ~~Peer~~2022 ~~Group,~~Stock ~~the~~Incentive ~~Prior Peer Group and the SIC Code Index on December 31, 2018~~Plan. ~~Data points on the graph are annual.~~

(e)

Performance Graph. The following graph shows a five-year comparison of cumulative total shareholder return, calculated on an assumed dividend reinvested basis, for our common stock, the S&P SmallCap 600 Index, a group of peer companies, referred to as the “Peer Group”, and Standard Industrial Classification Code Index or “SIC” (SIC Code 2611 - pulp mills), referred to as the “SIC Code Index”. The graph assumes $100 was invested in each of our common stock, the S&P SmallCap 600 Index, the Peer Group and the SIC Code Index on December 31, 2019. Data points on the graph are annual.

Comparison of Cumulative Total Return

Assumes $100 Invested December 31, ~~2018~~2019

Assumes Dividends Reinvested

Fiscal Year Ending December 31, ~~2023~~2024

	2018		2019		2020		2021		2022		2023
	2019		2020		2021		2022		2023		2024
Mercer International Inc.	$	100.00	$	~~122~~87.6924	$	~~107~~104.0319	$	~~127~~103.8254	$	~~127~~87.0329	$	~~107~~62.0933
S&P SmallCap 600 Index	$	100.00	$	~~122~~111.7829	$	~~136~~141.6413	$	~~173~~118.2941	$	~~145~~137.3942	$	~~168~~149.7337
SIC Code Index	$	100.00	$	85106.2231	$	90114.5910	$	97138.2409	$	~~117~~87.6871	$	7496.7495
Peer Group(1)	$	100.00	$	~~121~~116.0761	$	~~141~~114.1836	$	~~138~~99.4524	$	~~120~~114.1524	$	~~138~~106.3138
Prior Peer Group (1)	$	100.00	$	123.43	$	142.05	$	150.49	$	135.98	$	150.59

(1)

The Peer Group is determined by our Human Resources Committee and is comprised of Borregaard ASA, Canfor Pulp Products Inc., Empresas CMPC S.A., ENCE Energía y Celulosa S.A., International Paper, Klabin S.A., Metsä Board Oyj, Rayonier Advanced Materials Inc., Rottneros AB, Stora Enso Oyj, Suzano S.A., Svenska Cellulosa AB SCA, UPM-Kymmene Oyj, and West Fraser Timber Co. Ltd. The Peer Group, was determined by our Human Resources Committee as part of its compensation review and relevant comparator criteria, and is identical to the Prior Peer Group, with the exception of the addition of Empresas CMPC S.A., International Paper, Klabin S.A., Metsä Board Oyj and Svenska Cellulosa AB SCA and the removal of Resolute Forest Products as its shares are no longer publicly traded.

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NON-GAAP FINANCIAL MEASURES

This Annual Report on Form 10-K contains “non-GAAP financial measures”, that is, financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measure calculated and presented in accordance with the generally accepted accounting principles in the United States, referred to as “GAAP”. Specifically, we make use of the non-GAAP financial measures “Operating EBITDA” and “Operating EBITDA margin”.

We define Operating EBITDA ~~is defined~~ as operating income (loss) plus depreciation and amortization and ~~non~~long-~~recurring~~lived ~~capital~~ asset impairment charges. Operating EBITDA margin is Operating EBITDA expressed as a percentage of revenues. We use Operating EBITDA and Operating EBITDA margin as benchmark measurements of our own operating results and as benchmarks relative to our competitors. We consider them to be meaningful supplements to operating income (loss) as performance measures primarily because depreciation expense and non-recurring capital asset impairment charges are not actual cash costs and depreciation expense varies widely from company to company in a manner that we consider largely independent of the underlying cost efficiency of our operating facilities. In addition, we believe Operating EBITDA is commonly used by securities analysts, investors and other interested parties to evaluate our financial performance.

We use Operating EBITDA ~~does~~and ~~not~~Operating ~~reflect~~EBITDA ~~the~~margin ~~impact~~as benchmark measurements of aour ~~number~~own ofoperating ~~items~~results ~~that~~and ~~affect~~as benchmarks relative to our ~~net~~competitors. ~~income~~We ~~(loss),~~consider ~~including~~them ~~financing~~to ~~costs~~be ~~and~~meaningful ~~the~~supplements ~~effect~~to ofoperating ~~derivative~~income ~~instruments.~~(loss) ~~Operating~~as ~~EBITDA~~performance ismeasures ~~not~~primarily abecause ~~measure~~depreciation ofexpense ~~financial~~and ~~performance~~long-lived ~~under~~asset ~~GAAP,~~impairment ~~and~~charges ~~should~~are not beactual ~~considered~~cash ascosts anand ~~alternative~~depreciation toexpense ~~net~~varies ~~income~~widely ~~(loss)~~from orcompany ~~operating~~to ~~income~~company ~~(loss)~~in as a ~~measure~~manner ofthat ~~performance,~~we orconsider aslargely anindependent ~~alternative~~of tothe ~~net~~underlying ~~cash~~cost ~~from~~efficiency ~~(used~~of ~~in)~~our operating ~~activities~~facilities. asIn aaddition, ~~measure~~we ofbelieve ~~liquidity.~~ Operating EBITDA ~~and~~is ~~Operating~~commonly ~~EBITDA~~used ~~margin~~by ~~are~~securities ~~internal~~analysts, ~~measures~~investors and ~~therefore~~other ~~may~~interested ~~not~~parties beto ~~comparable~~evaluate toour ~~other~~financial ~~companies~~performance.

Operating EBITDA ~~has~~does ~~significant limitations as an analytical tool, and should~~ not bereflect ~~considered~~the inimpact ~~isolation,~~of ~~or as~~ a ~~substitute~~number ~~for analysis~~ of ~~our~~items ~~results as reported under GAAP. Some of these limitations are~~ that ~~Operating~~affect ~~EBITDA does not reflect: (i)~~ our ~~cash~~net ~~expenditures,~~income ~~or future requirements, for capital expenditures or contractual commitments;~~ (iiloss) ~~changes in~~, orincluding ~~cash~~financing ~~requirements for~~costs, ~~working~~income ~~capital~~taxes ~~needs;~~and ~~(iii)~~ the ~~significant~~effect ~~interest expense, or the cash requirements necessary to service interest or principal payments, on our outstanding debt; (iv) the impact~~ of ~~realized or marked to market changes in our~~ derivative ~~positions, which can be substantial; and (v) the impact of non-recurring impairment charges against our investments or assets~~instruments. ~~Because of these limitations,~~ Operating EBITDA ~~should~~is ~~only~~not bea ~~considered~~measure asof afinancial ~~supplemental~~ performance ~~measure~~under GAAP and should not be considered as aan ~~measure~~alternative ofto ~~liquidity~~net orincome ~~cash~~(loss) ~~available~~or tooperating usincome to(loss) ~~invest~~as ina ~~the~~measure ~~growth~~ of ~~our business. Because all companies do not calculate Operating EBITDA in the same manner~~performance, ~~Operating~~or ~~EBITDA~~ as ~~calculated~~an byalternative usto ~~may~~net ~~differ~~cash from ~~Operating~~(used ~~EBITDA~~in) oroperating ~~EBITDA~~activities as ~~calculated~~a bymeasure ~~other~~of ~~companies~~liquidity. WeOperating ~~compensate~~EBITDA ~~for~~and ~~these limitations by using~~ Operating EBITDA asmargin aare ~~supplemental~~internal ~~measure~~measures ~~of our performance~~ and bytherefore ~~relying~~may ~~primarily~~not onbe ~~our~~comparable ~~GAAP~~to ~~financial~~other ~~statements~~companies.

Operating EBITDA has significant limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are that Operating EBITDA does not reflect: (55i) our cash expenditures, or future requirements, for capital expenditures or contractual commitments; (ii) changes in, or cash requirements for, working capital needs; (iii) the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our outstanding debt; (iv) the impact of realized or marked to market changes in our derivative positions, which can be substantial; and (v) the impact of impairment charges against our investments or long-lived assets. Because of these limitations, Operating EBITDA should only be considered as a supplemental performance measure and should not be considered as a measure of liquidity or cash available to us to invest in the growth of our business. Because all companies do not calculate Operating EBITDA in the same manner, Operating EBITDA as calculated by us may differ from Operating EBITDA or EBITDA as calculated by other companies. We compensate for these limitations by using Operating EBITDA as a supplemental measure of our performance and by relying primarily on our GAAP financial statements.

Operating EBITDA and Operating EBITDA margin are non-GAAP financial measures at the consolidated level and are considered different from Operating EBITDA at the segment level, referred to as “Segment Operating EBITDA”, which is our single measure of segment profit or loss presented in our financial statements under GAAP. For more information on Segment Operating EBITDA, refer to the segment information note within our consolidated financial statements.

(54)

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of our operations for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 is based upon and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report. Please refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 for a discussion of our results of operations for ~~2021~~2022 and financial position as of December 31, ~~2021~~2022. This Annual Report contains forward-looking statements that involve risks and uncertainties, including statements respecting our plans, estimates and beliefs and outlook on the markets in which we operate. Our actual results may differ materially from those indicated in forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” and Item 1A. “Risk Factors”.

Results of Operations

General

We have two reportable operating segments:

•

Pulp – consists of the manufacture, sale and distribution of pulp, electricity and chemicals at our pulp mills.

•

Each segment offers primarily different products and requires different manufacturing processes, technology and sales and marketing.

Markets for kraft pulp are global, cyclical and commodity based. Our financial performance depends on a number of variables that impact sales and production costs. Sales and production results for kraft pulp are influenced largely by the market price for kraft pulp, fiber costs and foreign currency exchange rates. Kraft pulp prices are highly cyclical and primarily determined by the balance between supply and demand. Pricing and demand are influenced by global ~~macro-economic~~macroeconomic conditions, changes in consumption and industry capacity, the level of customer and producer inventories and fluctuations in exchange rates. The third -party industry quoted average European list prices for NBSK pulp between ~~2014~~2015 and ~~2023~~2024 have fluctuated between a low of $790 per ADMT in 2016 to a high of $1,~~500~~635 per ADMT in ~~2022~~2024. In the same period, third -party industry quoted average North American list prices for NBHK pulp have fluctuated between a low of $820 per ADMT in 2016 to a high of $1,620 per ADMT in 2022.

Our pulp sales realizations are based on third -party industry quoted list prices, net of customer discounts, rebates and other selling concessions. Our sales to China and Asia are generally based closer to athird-party ~~net~~industry ~~price~~quoted ~~with~~prices, ~~significantly~~which ~~lower~~are orquoted ~~little~~on a net basis, inclusive of discounts, ~~and~~allowances, rebates and other selling concessions.

The market for lumber is cyclical and generally driven by macroeconomic conditions, producer inventories and fluctuations in exchange rates. As a key construction material, the pricing and demand for lumber is significantly influenced by the number of housing starts, especially in the U.S. In the U.S., third -party industry quoted monthly average western spruce/pine/fir (“WSPF”) 2 x 4 #2&Btr prices between ~~2014~~2015 and ~~2023~~2024 have fluctuated between a low of $245 per Mfbm in 2015 to a high of $1,604 per Mfbm in 2021. Similarly, the demand for CLT is primarily driven by the wood construction market and ~~increased~~ government policies focused on a low-carbon economy.

European and U.S. lumber markets differ. In the European market, lumber is generally customized in terms ~~of dimensions and finishing, whereas the U.S. market is driven primarily by demand from new housing starts~~

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of dimensions and finishing, whereas the U.S. market is driven primarily by demand from new housing starts and home renovation activities and dimensions and finishing are generally standardized and competition is primarily price driven.

Energy and chemical production and sales are key revenue sources for us. Further initiatives to increase our generation and sales of renewable energy, chemicals and other by-products will continue to be a key focus for us. Such further initiatives may require additional capital spending.

Energy and chemicals are by-products of our pulp and lumber production and the volumes generated and sold are primarily related to the rate of production. Prices for our energy and chemical sales are generally stable and unrelated to cyclical changes in pulp or lumber prices.

Our production costs are influenced by the availability and cost of raw materials, energy and labor, and our plant efficiencies and productivity. Our main raw material is fiber in the form of wood chips, pulp logs, sawlogs and lumber. ~~Wood~~Fiber ~~chip, pulp log and sawlog~~ costs are primarily affected by the supply of, and demand for, lumber and pulp, which are both highly cyclical. Higher fiber costs could affect producer profit margins if they are unable to pass along price increases to pulp, lumber, pallet and biofuel customers or purchasers of surplus energy.

Our financial performance is also impacted by changes in the dollar to euro and Canadian dollar exchange rates. Changes in currency rates affect our operating results because most of our operating costs at our German mills are incurred in euros and those at our Canadian mills are in Canadian dollars. These costs do not fluctuate with the dollar to euro or Canadian dollar exchange rates. Thus, an increase in the strength of the dollar versus the euro and the Canadian dollar decreases our operating costs and increases our operating margins and income from operations. Conversely, a weakening of the dollar against the euro and the Canadian dollar tends to increase our operating costs and decrease our operating margins and income from operations. Our energy, chemical, pallet, biofuel, wood residual and European lumber sales are made in local currencies and, as a result, decline in dollar terms when the dollar strengthens and increase when the dollar weakens.

As a corollary to changes in exchange rates between the dollar and the euro and Canadian dollar, a stronger dollar generally increases costs to our customers and results in downward pressure on pulp ~~and lumber~~ prices. Conversely, a weakening dollar generally supports higher pulp ~~and lumber~~ pricing. However, there is invariably a time lag between changes in currency exchange rates and prices. This lag can vary and is not predictable with any precision.

Production costs also depend on the total volume of production. High operating rates and production efficiencies permit us to lower our average per unit cost by spreading fixed costs over more units. Higher operating rates also permit us to increase our generation and sales of surplus renewable energy, chemicals and biofuels. Our production levels are also dependent on, among other things, the number of days of maintenance downtime at our mills.

Unexpected maintenance downtime can be particularly disruptive in our industry.

Selected ~~2023~~2024 Highlights

In ~~2023~~2024, we:

•

~~further~~refinanced ~~grew~~ our ~~mass~~2026 ~~timber~~Senior ~~business~~Notes ~~with~~using ~~the~~cash ~~acquisition~~on ofhand ~~the~~and ~~Mercer~~proceeds ~~Conway~~from ~~facility~~an ~~and~~add-on ~~the~~offering ~~Mercer~~of ~~Okanagan~~our ~~facility~~existing 2028 Senior Notes, ~~which~~thereby ~~increased~~extending ~~both~~the maturity of our ~~production~~earliest ~~capacity~~senior notes to 2028, and decreased our ~~product~~long-term ~~range~~debt toby ~~include~~over ~~glulam;~~$100.0 million;

•

~~continued~~exited tothe ~~ramp~~CPP upjoint ~~operations~~venture, ~~securing~~which ~~customer~~allowed ~~contracts~~us ~~and~~to ~~building~~direct upresources ~~the~~to ~~order~~areas ~~book~~aligned ofwith our ~~mass~~long-term ~~timber business~~focus; and

•

~~enhanced~~successfully ~~liquidity~~completed ~~with~~two ~~the~~large-scale ~~issue~~mass oftimber ~~$200.0~~building ~~million~~projects ~~2028~~in ~~Senior Notes and expanding availability under~~ the ~~German Revolving Facility by €70~~U.~~1 million; and~~S.

~~completion of the Rosenthal lignin plant which has a production capacity of approximately 250 tonnes of lignin per year.~~(56)

(57)

Current Market Environment

We currently expect ~~modestly increasing~~ NBSK pulp prices to modestly increase in ~~Europe~~all our markets in the first half of ~~2024~~2025 as a result of ~~stronger~~stable demand ~~due~~and tocontinued ~~the~~supply ~~easing of inflationary pressures~~constraints. For ~~China~~NBHK ~~and~~pulp ~~North~~prices, ~~America~~ we currently expect ~~prices~~a tomodest beincrease ~~generally stable~~ in the first ~~part~~half of ~~2024,~~2025 ~~with~~due ~~reduced~~to ~~supply~~stable ~~offset by continued weak~~ demand. ~~For NBHK pulp we currently expect stable prices in the first half of 2024.~~

In our solid wood segment, we currently expect ~~a modest increase in~~ U.S. lumber prices to increase slightly in the first half of ~~2024~~2025 ~~driven~~as bya ~~increased~~result ~~housing~~of ~~activity~~limited ~~and low customer inventory levels~~supply. In Europe, we currently expect lumber prices to bemodestly ~~relatively~~increase ~~flat~~due asto stronger demand ~~remains~~driven ~~weak~~by ~~due~~improved toeconomic ~~continued~~conditions ~~high~~in ~~interest~~certain ~~rates~~European ~~and economic uncertainty~~countries. We currently expect mass timber prices to bedecrease ~~stable~~ in the first half of ~~2024~~2025 ~~due~~as tothe ~~continued~~relatively ~~strong~~high ~~demand~~interest ~~for~~rate ~~green~~environment ~~alternative~~continues ~~building~~to ~~products~~soften demand. Pallet prices are expected to be generally stable in the first half of ~~2024~~2025.

Demand and pricing for our products may be further impacted by ongoing developments regarding U.S. trade policies involving Canada and the European Union. See Item 1. “Risk Factors” for further information.

Summary Financial Highlights

	Year Ended December 31,
	2023			2022(1)
	2024			2023
	(in thousands, other than percent and per share amounts)
Statement of Operations Data
Pulp segment revenues	$	1,516,130		$	1,866,117
Revenues from external customers
Solid wood segment revenues		472,054			408,458
Pulp segment	$	1,548,556		$	1,516,130
Corporate and other revenues		5,660			6,362
Solid wood segment		485,991			472,054
Total revenues	$	1,993,844		$	2,280,937
Corporate and other		8,813			5,660
Pulp segment operating income (loss)	$	(48,262	)	$	340,664
Total revenues	$	2,043,360		$	1,993,844
Solid wood segment operating income (loss)		(87,663	)		70,642
Pulp Segment Operating EBITDA(1)	$	260,914		$	65,889
Corporate and other operating loss		(52,849	)		(18,938	)
Solid wood Segment Operating EBITDA(1)		(4,390	)		(30,343	)
Total operating income (loss)	$	(188,774	)	$	392,368
Corporate and other		(12,802	)		(18,084	)
Pulp segment depreciation and amortization	$	114,151		$	112,058
Operating EBITDA(2)	$	243,722		$	17,462
Solid wood segment depreciation and amortization		57,320			31,170
Operating EBITDA margin(2)		12	%		1	%
Corporate and other depreciation and amortization		1,031			925
Net loss	$	(85,141	)	$	(242,056	)
Total depreciation and amortization	$	172,502		$	144,153
Net loss per common share
Operating EBITDA (2)	$	17,462		$	536,521
Basic	$	(1.27	)	$	(3.65	)
Operating EBITDA margin(2)		1	%		24	%
Diluted	$	(1.27	)	$	(3.65	)
Impairment of sandalwood business held for sale	$	33,734		$	—
Common shares outstanding at period end		66,871			66,525
Income tax recovery (provision)	$	27,767		$	(98,264	)
Net income (loss)	$	(242,056	)	$	247,039
Net income (loss) per common share
Basic	$	(3.65	)	$	3.74
Diluted	$	(3.65	)	$	3.71
Common shares outstanding at period end		66,525			66,167

(1)

~~Includes~~Segment ~~results~~Operating EBITDA is a measure of segment profit or loss presented in our financial statements under GAAP. Refer to the ~~Torgau~~segment ~~facility~~information ~~since~~note ~~September~~in ~~30,~~our ~~2022~~consolidated financial statements for more information.

(2)

Operating EBITDA and Operating EBITDA margin are non-GAAP measures. See “Non-GAAP Financial Measures” for atheir ~~description of Operating EBITDA and Operating EBITDA margin~~descriptions, ~~their~~ limitations and why we consider them to be useful measures. The following table provides a reconciliation of net ~~income (~~loss) to operating income (loss) and Operating EBITDA for the years indicated:

	Year Ended December 31,
	2023			2022(1)
	2024			2023
	(in thousands)
Net income (loss)	$	(242,056	)	$	247,039
Net loss	$	(85,141	)	$	(242,056	)
Income tax provision (recovery)		(27,767	)		98,264
Income tax recovery		(1,774	)		(27,767	)
Interest expense		88109,~~246~~150			7188,~~499~~246
Other income		(7,~~197~~228	)		(247,~~434~~197	)
Operating income (loss)		~~(188~~15,~~774~~007	)		~~392~~(188,~~368~~774	)
Add: Depreciation and amortization		~~172~~170,~~502~~793			~~144~~172,~~153~~502
Add: Impairment of sandalwood business held for sale		~~33,734~~—			—33,734
Operating EBITDA	$	17,462		$	536,521
Add: Loss on disposal of investment in joint venture		23,645			—
Add: Goodwill impairment		34,277			—
Operating EBITDA	$	243,722		$	17,462

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Selected Production, Sales and Other Data

	Year Ended December 31,
	2023		2022(1)
	2024		2023
Pulp Segment
Pulp production ('000 ADMTs)
NBSK		1,~~714~~589.41		1,~~607~~714.64
NBHK		~~251~~254.20		~~271~~251.02
Annual maintenance downtime ('000 ADMTs)		8286.9		~~111~~82.09
Annual maintenance downtime (days)		7157		8071
Pulp sales ('000 ADMTs)
NBSK		1,~~689~~647.05		1,~~660~~689.80
NBHK		~~262~~252.23		~~257~~262.02
Average NBSK pulp prices ($/ADMT)(2)
Average NBSK pulp prices ($/ADMT)(1)
Europe		1,~~257~~519		1,~~427~~257
China		~~747~~774		~~949~~747
North America		1,~~448~~646		1,~~704~~448
Average NBHK pulp prices ($/ADMT)(2)
Average NBHK pulp prices ($/ADMT)(1)
China		~~592~~645		~~794~~592
North America		1,~~227~~356		1,~~514~~227
Average pulp sales realizations ($/ADMT)(3)
Average pulp sales realizations ($/ADMT)(2)
NBSK		~~729~~784		~~876~~729
NBHK		~~627~~637		~~869~~627
Energy production ('000 MWh)(4)		2,142.0		2,028.1
Energy production ('000 MWh)(3)		2,125.3		2,142.0
Energy sales ('000 MWh)(4)		832.6		751.7
Energy sales ('000 MWh)(3)		797.2		832.6
Average energy sales realizations ($/MWh)(4)		107		214	(5)
Average energy sales realizations ($/MWh)(3)		91		107
Solid Wood Segment
Lumber
Production (MMfbm)		~~462~~475.36		~~442~~462.23
Sales (MMfbm)		~~500~~470.54		~~409~~500.95
Average sales realizations ($/Mfbm)		~~435~~462		~~703~~435
Energy
Production and sales ('000 MWh)		~~160~~126.23		~~109~~160.62
Average sales realizations ($/MWh)		~~134~~131		~~224~~134	~~(5)~~
Manufactured products(6)
Manufactured products(4)
Production ('000 m3)		2534.10		3625.31
Sales ('000 m3)		3330.47		2833.84
Average sales realizations ($/m3)		13,~~514~~006		~~715~~1,514
Pallets
Production ('000 units)		10,~~707~~243.25		210,~~568~~707.42
Sales ('000 units)		1110,~~041~~089.2		211,~~646~~041.32
Average sales realizations ($/unit)		1110		1411
Biofuels(7)
Biofuels(5)
Production ('000 tonnes)		~~167~~160.24		45167.72
Sales ('000 tonnes)		~~144~~184.84		49144.8
Average sales realizations ($/tonne)		~~281~~217		~~355~~281
Average Spot Currency Exchange Rates
$ / €(8)		1.0817		1.0534
$ / €(6)		1.0820		1.0817
$ / C$(8)		0.7412		0.7691
$ / C$(6)		0.7302		0.7412

(1)

Includes results of the Torgau facility since September 30, 2022.

Source: RISI pricing report. Europe and North America are list prices. China are net prices which include discounts, allowances and rebates.

(2)

Sales realizations after customer discounts, rebates and other selling concessions. ~~Incorporates the effect of pulp price variations occurring between the order and shipment dates.~~

(3)

Does not include our 50% joint venture interest in ~~the Cariboo mill~~CPP, which is accounted for using the equity method. In 2024, we disposed of this interest.

(4)

~~Energy~~Manufactured ~~sales~~products ~~realizations~~primarily ~~for~~includes ~~the~~CLT ~~year ended December 31, 2022 are net of the German energy windfall tax of $6.7 million for the pulp segment~~ and $1glulam.~~1 million for the solid wood segment.~~

(5)

Manufactured products primarily includes CLT, glulam and finger joint lumber.

Biofuels includes pellets and briquettes.

(6)

Average Federal Reserve Bank of New York Noon Buying Rates over the reporting period.

(58)

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Consolidated – Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Total revenues in 2024 modestly increased to $2,043.4 million from $1,993.8 million in 2023 as higher pulp, manufactured products and lumber sales realizations were offset by lower sales realizations from our other products and lower pulp and lumber sales volumes.

Costs and expenses in 2024 decreased by approximately 7% to $2,028.4 million from $2,182.6 million in 2023 primarily as a result of lower per unit production costs due to the easing of inflationary pressure and cost reduction initiatives, lower sales volumes and foreign exchange gains mainly on dollar denominated accounts receivables held at our operations as the dollar strengthened relative to the euro and the Canadian dollar at the end of 2024. In 2024, costs and expenses included a non-cash loss of $23.6 million recognized in connection with the dissolution of the CPP joint venture and a non-cash goodwill impairment of $34.3 million related to the Torgau facility, which was recognized as a result of ongoing weakness in lumber, pallet and biofuels markets in Europe stemming from high interest rates and other economic conditions. We have achieved some of the planned synergies from the Torgau acquisition and expect to achieve further synergies as market and economic conditions improve. In 2023, we received insurance proceeds of $46.4 million relating to the 2021 turbine downtime at the Rosenthal mill and the 2022 fire at the Stendal mill and we recognized a $33.7 million non-cash impairment in connection with the classification of our sandalwood business as held for sale.

In 2024, cost of sales depreciation and amortization was $170.5 million compared to $172.2 million in 2023.

The dollar was relatively flat against the Canadian dollar and euro in 2024 compared to 2023.

Selling, general and administrative expenses decreased by approximately 6% to $116.4 million in 2024 from $123.2 million in 2023 primarily as a result of lower employee compensation and consulting fees.

Our operating income increased to $15.0 million in 2024 from an operating loss of $188.8 million in 2023. The increase was primarily due to higher pulp, manufactured products and lumber sales realizations, lower per unit fiber and other production costs and the positive foreign exchange impact of a stronger dollar. These increases were partially offset by lower sales realizations from our other products and the $57.9 million recognized under costs and expenses related to the non-cash goodwill impairment and the non-cash loss on disposal of the CPP joint venture investment.

Interest expense in 2024 increased by approximately 24% to $109.2 million from $88.2 million in 2023 primarily as a result of the issuance of $200.0 million of additional 2028 Senior Notes in September 2023.

Other income was $7.2 million in each of 2024 and 2023. Other income in 2024 and 2023 primarily consisted of interest earned on cash.

In 2024, we had an income tax recovery of $1.8 million, or an effective tax rate of approximately 2% primarily due to the non-deductibility of the non-cash goodwill impairment recognized in 2024 and because we do not recognize a tax recovery for certain entities which we do not expect to realize a tax benefit. In 2023, we had an income tax recovery of $27.8 million, or an effective tax rate of 10%, as we do not recognize a tax recovery for certain entities for which we do not expect to realize a tax benefit.

In 2024, our net loss was $85.1 million, or $1.27 per share, compared to $242.1 million, or $3.65 per share in 2023. The net loss in 2024 included a total of $57.9 million, or $0.87 per share, related to the non-cash goodwill impairment and the non-cash loss recognized on disposal of our CPP joint venture investment.

In 2024, Operating EBITDA increased to $243.7 million from $17.5 million in 2023 primarily due to higher pulp, manufactured products and lumber sales realizations, lower per unit fiber and other production costs and the positive foreign exchange impact of a stronger dollar. These increases were partially offset by lower sales realizations from our other products. In 2023, we received insurance proceeds of $46.4 million relating to the 2021 turbine downtime at the Rosenthal mill and the 2022 fire at the Stendal mill.

(59)

Pulp Segment – Year Ended December 31, ~~2023~~2024 Compared to Year Ended December 31, ~~2022~~2023

~~Consolidated~~Selected –Financial ~~Year Ended December 31, 2023 Compared to Year Ended December 31, 2022~~Information

Total revenues in 2023 decreased by approximately 13% to $1,993.8 million from $2,280.9 million in 2022 primarily due to lower pulp, lumber and energy sales realizations partially offset by the inclusion of Torgau for a full year and higher sales volumes.


	Year Ended December 31,
	2024		2023
	(in thousands)
Pulp revenues	$	1,460,460	$	1,402,620
Energy and chemical revenues	$	88,096	$	113,510
Segment Operating EBITDA(1)	$	260,914	$	65,889

(1)

~~Costs~~Segment ~~and~~Operating ~~expenses~~EBITDA inis ~~2023 increased by approximately 16% to $2,182.6 million from $1,888.6 million in 2022 primarily as~~ a ~~result~~measure of ~~the~~segment ~~inclusion~~profit ofor ~~Torgau~~loss ~~for~~presented ~~a full year, higher per unit fiber costs, a $33.7 million non-cash impairment recognized~~ in ~~connection with the classification of~~ our ~~sandalwood~~financial ~~business~~statements asunder ~~held for sale and higher sales volumes~~GAAP. ~~These~~Refer ~~increases~~to ~~were partially offset by lower per unit energy and freight costs and~~ the ~~receipt~~segment ofinformation ~~$46.4~~note ~~million of insurance proceeds~~ in ~~2023~~our ~~relating~~consolidated tofinancial ~~the~~statements ~~2021~~for ~~turbine~~more ~~downtime at the Rosenthal mill and the July 2022 fire at the Stendal mill~~information. ~~In 2022, we received insurance proceeds of $17.3 million related to the Stendal fire.~~

InPulp ~~2023~~segment revenues, ~~cost~~comprised of ~~sales~~pulp, ~~depreciation~~energy and ~~amortization~~chemical ~~increased~~revenues, bymodestly ~~approximately~~increased ~~20%~~ to $~~172~~1,548.26 million in 2024 from $~~144~~1,516.1 million in ~~2022~~2023 ~~primarily~~as ~~due~~higher topulp ~~the~~revenues ~~inclusion~~were ofpartially ~~Torgau~~offset ~~for~~by alower ~~full~~energy ~~year~~and chemical revenues.

~~The~~Pulp ~~dollar~~revenues ~~was~~increased 3%by ~~weaker~~approximately ~~against~~4% ~~the euro in 2023 compared~~ to ~~2022~~$1,460.5 ~~which~~million ~~increased~~in ~~our~~2024 ~~euro~~from ~~denominated costs and expenses~~$1,402.6 Inmillion ~~the~~in ~~same~~2023 ~~period,~~primarily ~~the~~due ~~dollar was 4% stronger against the Canadian dollar compared~~ to ~~2022,~~higher ~~which~~sales ~~decreased~~realizations ~~our~~partially ~~Canadian~~offset ~~dollar~~by ~~denominated~~slightly ~~costs~~lower ~~and~~sales ~~expenses~~volumes.

~~Selling,~~Energy ~~general~~ and ~~administrative~~chemical ~~expenses~~revenues ~~increased~~decreased by approximately 1622% to $~~123~~88.21 million in ~~2023~~2024 from $~~105~~113.85 million in ~~2022~~2023 primarily ~~due~~as toa ~~the~~result ~~inclusion~~ of ~~Torgau~~lower ~~for~~sales ~~a full year~~realizations.

InTotal ~~2023,~~pulp weproduction ~~committed~~decreased toby aapproximately ~~plan~~6% to ~~seek~~1,843,071 ~~the~~ADMTs ~~sale~~in of2024 ~~our~~compared ~~sandalwood~~to ~~business~~1,965,581 ~~which~~ADMTs ~~consists~~in 2023 primarily as a result of ~~sandalwood~~the ~~plantations~~dissolution ~~and~~of athe ~~processing~~CPP joint venture and ~~extraction~~unplanned ~~plant~~downtime events in ~~Western~~2024 ~~Australia.~~partially Weoffset ~~have~~by ~~commenced~~the amarket ~~process~~curtailment toat ~~sell~~the ~~such~~Peace ~~business~~River and ~~currently~~CPP ~~anticipate~~mills itand ~~will~~the beport ~~completed~~strike inrelated curtailment at the ~~next~~Celgar 12mill ~~months~~in 2023. ~~Accordingly~~In 2024, ~~the~~our ~~assets~~pulp ~~and~~mills ~~associated~~had ~~liabilities~~117 ~~related~~days toof ~~such~~downtime ~~business~~(approximately ~~were~~180,400 ~~valued~~ADMTs) which included 57 days of planned annual maintenance, 53 days of unplanned downtime at ~~fair~~our ~~market~~Peace ~~value~~River and ~~classified~~Celgar asmills ~~held~~and ~~for~~seven ~~sale~~additional asdays atdue ~~December~~to ~~31,~~slower than expected start-up. In 2023, ~~which~~our ~~resulted~~pulp inmills ~~our~~had ~~recognition~~132 days of adowntime ~~$33.7~~(approximately ~~million~~152,500 ~~impairment~~ADMTs) inwhich ~~2023.~~included 71 days of planned annual maintenance and 61 days for curtailments at the Peace River, CPP and Celgar mills.

~~Our~~We ~~operating~~estimate ~~loss~~that ~~was~~annual ~~$188.8~~maintenance ~~million~~downtime in ~~2023~~2024 ~~compared~~adversely toimpacted ~~operating~~our ~~income~~Segment ofOperating EBITDA by approximately $~~392~~78.40 million, incomprised ~~2022.~~of ~~The~~approximately ~~decrease~~$56.1 ~~was~~million ~~primarily~~in ~~due~~direct toout-of-pocket ~~lower~~expenses ~~pulp,~~and ~~lumber~~the ~~and~~balance ~~energy~~in ~~sales~~reduced ~~realizations,~~production. ~~higher~~We ~~per~~estimate ~~unit~~that ~~fiber~~unplanned ~~costs,~~downtime ~~and~~at the ~~impairment~~Peace ~~recognized~~River inand ~~connection~~Celgar ~~with~~mills ~~the~~in ~~classification~~2024 ofadversely impacted our ~~sandalwood~~Segment ~~business~~Operating asEBITDA ~~held for sale, partially offset~~ by ~~lower~~approximately ~~per~~$23.7 ~~unit~~million ~~energy~~in ~~and~~direct ~~freight~~out-of-pocket ~~costs~~expenses and ~~higher~~reduced ~~insurance proceeds received in 2023~~production.

~~Interest~~In ~~expense~~2025, inwe ~~2023~~currently ~~increased~~have byplanned ~~approximately~~maintenance ~~23%~~downtime tofor ~~$88.2~~our ~~million~~pulp ~~from~~mills ~~$71.5~~of ~~million~~an inaggregate ~~2022~~of ~~primarily~~78 asdays, aor ~~result~~approximately of114,800 ~~higher~~ADMTs, ~~borrowings~~which onwill ~~our~~be ~~revolving~~comprised ~~credit~~of ~~facilities,~~21 ~~higher~~days ~~interest~~in ~~rates~~the ~~and~~first quarter, 21 days in the ~~issuance~~second ofquarter, ~~$200.0~~18 ~~million~~days ofin ~~senior~~the ~~notes~~third quarter and 18 days in ~~September~~the ~~2023.~~fourth quarter.

~~Other~~Pulp ~~income~~sales ~~decreased~~volumes toremained ~~$7.2~~relatively ~~million~~flat inat ~~2023~~1,899,754 ~~from~~ADMTs ~~$24.4 million~~ in ~~2022.~~2024 ~~Other~~compared ~~income~~to ~~in 2023 primarily consisted of interest earned on cash and in 2022 primarily consisted of foreign exchange gains on dollar denominated cash held at our operations~~1,951,206 asADMTs ~~the dollar strengthened~~ in ~~2022~~2023.

In ~~2023~~2024, wethird-party ~~had~~industry anquoted ~~income~~average ~~tax~~list ~~recovery~~prices offor ~~$27~~NBSK pulp increased in both Europe and North America from 2023.8 ~~million,~~Third-party orindustry anquoted ~~effective~~average ~~tax~~net ~~rate~~prices offor ~~approximately~~NBSK ~~10%,~~pulp asin weChina doalso ~~not~~increased ~~recognize~~in a2024 ~~tax~~compared ~~recovery~~to ~~for~~2023. ~~certain~~Average ~~entities~~list prices for ~~which~~NBSK wepulp doin ~~not~~Europe ~~currently~~and ~~expect~~North America were approximately $1,519 per ADMT and $1,646 per ADMT, respectively, in 2024 compared to ~~realize~~approximately a$1,257 ~~tax~~per ~~benefit.~~ADMT Inand ~~2022~~$1,448 ~~the~~per ~~provision~~ADMT, ~~for~~respectively, ~~income~~in ~~taxes~~2023. ~~was~~Average NBSK net prices in China were approximately $98774 per ADMT in 2024 compared to approximately $747 per ADMT in 2023.3 ~~million,~~Prices orquoted anfor ~~effective~~China ~~tax~~are ~~rate~~net of ~~28%~~discounts, allowances and rebates whereas quoted prices for Europe and North America are before applicable discounts, allowances and rebates.

InThird-party ~~2023,~~industry ~~our~~quoted ~~net~~average ~~loss~~list ~~was~~prices ~~$242.1~~for ~~million,~~NBHK orpulp ~~$3.65~~in ~~per~~North ~~share,~~America ~~compared~~were toapproximately ~~net income of~~ $~~247.0 million~~1,356 orper ~~$3.74~~ADMT ~~per~~in ~~basic~~2024 ~~share~~compared ~~and~~to approximately $~~3.71~~1,227 per ~~diluted~~ADMT ~~share~~ in ~~2022~~2023. Third-party industry quoted

In 2023, Operating EBITDA was $17.5 million compared to $536.5 million in 2022 primarily due to lower pulp, lumber and energy sales realizations and higher per unit fiber costs partially offset by lower per unit energy and freight costs and higher insurance proceeds received.

(60)

~~Pulp~~average ~~Segment~~net –prices ~~Year~~for ~~Ended~~NBHK ~~December~~pulp ~~31,~~in ~~2023~~China ~~Compared~~were approximately $645 per ADMT in 2024 compared to ~~Year~~approximately ~~Ended~~$592 ~~December~~per ~~31,~~ADMT ~~2022~~in 2023.

Average NBSK pulp sales realizations increased by approximately 8% to $784 per ADMT in 2024 from $729 per ADMT in 2023 and average NBHK pulp sales realizations modestly increased to $637 per ADMT in 2024 from $627 per ADMT in 2023.

In 2024, we had a positive impact of approximately $26.8 million on Segment Operating EBITDA due to foreign exchange compared to 2023 primarily as a result of foreign exchange gains on dollar denominated accounts receivable held at our operations as the dollar strengthened relative to the euro and Canadian dollar at the end of 2024.

Costs and expenses in 2024 decreased by approximately 8% to $1,436.1 million from $1,565.4 million in 2023 primarily as a result of lower per unit fiber, energy and chemical costs due to the easing of inflationary pressure and cost reduction initiatives, lower pulp sales volumes and the positive foreign exchange impact of a stronger dollar. These decreases were partially offset by the non-cash loss on disposal of the CPP joint venture investment of $23.6 million. In 2023, we received insurance proceeds of $46.4 million relating to the 2021 turbine downtime at the Rosenthal mill and the 2022 fire at the Stendal mill.

In 2024, overall average per unit fiber costs decreased by approximately 10% from 2023 primarily due to the benefits from our wood room upgrades and generally stable supply at our Canadian mills and softening demand in Germany from other wood consumers. In 2025, we currently expect per unit fiber costs to increase in Germany due to tight supply offset by modestly lower per unit fiber costs in Canada.

Transportation costs for our pulp segment decreased by approximately 6% to $145.7 million in 2024 from $154.9 million in 2023 driven by lower freight rates and pulp sales volumes.

In 2024, Segment Operating EBITDA increased to $260.9 million from $65.9 million in 2023 primarily due to higher pulp sales realizations, lower per unit fiber and other production costs, and the positive foreign exchange impact of a stronger dollar. In 2023, we received insurance proceeds of $46.4 million relating to the 2021 turbine downtime at the Rosenthal mill and the 2022 fire at the Stendal mill.

Solid Wood Segment – Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Selected Financial Information

	~~Year Ended December 31,~~			Year Ended December 31,
	2023			2022
				2024			2023
	~~(in thousands)~~			(in thousands)
Pulp revenues	$	1,402,620		$	1,686,370
Lumber revenues				$	217,471		$	217,939
Energy and chemical revenues	$	113,510		$	179,747
Energy revenues				$	16,512		$	21,451
Depreciation and amortization	$	114,151		$	112,058
Manufactured products revenues(1)				$	100,565		$	58,895
Operating income (loss)	$	(48,262	)	$	340,664
Pallet revenues				$	104,386		$	121,424
Biofuels revenues(2)				$	40,082		$	40,680
Wood residuals revenues				$	6,975		$	11,665
Segment Operating EBITDA(3)				$	(4,390	)	$	(30,343	)

(1)

~~Pulp~~Manufactured ~~segment~~products ~~revenues~~primarily ~~decreased~~includes byCLT ~~approximately 19% to $1,516.1 million in 2023 from $1,866.1 million in 2022 reflecting the overall weak pulp market~~ and ~~lower energy revenues~~glulam.

(2)

Pulp revenues decreased by approximately 17% to $1,402.6 million in 2023 from $1,686.4 million in 2022 primarily due to lower sales realizations partially offset by modestly higher sales volumes.

Energy and chemical revenues decreased by approximately 37% to $113.5 million in 2023 from $179.7 million in 2022 primarily due to lower sales realizations partially offset by higher sales volumes.

Pulp production increased by approximately 5% to 1,965,581 ADMTs in 2023 compared to 1,878,612 ADMTs in 2022 driven by stable production at all of our mills. In 2023, our pulp mills had 132 days of downtime (approximately 152,500 ADMTs) which included a total of 71 days of annual maintenance downtime and 61 days for market curtailments at the Peace River, Cariboo and Celgar mills. In 2022, our pulp mills had 86 days of downtime (approximately 119,400 ADMTs) comprised of 80 days of annual maintenance downtime and an additional six days at our Celgar mill caused by slower than planned start up.

We estimate that annual maintenance downtime in 2023 adversely impacted our operating loss by approximately $62.0 million, comprised of approximately $45.6 million in direct out-of-pocket expenses and the balance in reduced production.

In 2024, we currently have scheduled maintenance downtime for our pulp mills of an aggregate of 48 days, or approximately 75,300 ADMTs, which will be comprised of 30 days in the second quarter and 18 days in the third quarter.

Pulp sales volumes modestly increased to 1,951,206 ADMTs in 2023 compared to 1,917,744 ADMTs in 2022.

In 2023, prices for NBSK pulp decreased from 2022, largely as a result of weaker demand. Third party industry quoted average list prices for NBSK pulp in Europe and North America were approximately $1,257 per ADMT and $1,448 per ADMT, respectively, in 2023 compared to approximately $1,427 per ADMT and $1,704 per ADMT, respectively, in 2022. Third party industry quoted average net prices for NBSK pulp in China were approximately $747 per ADMT in 2023 compared to approximately $949 per ADMT in 2022.

Third party industry quoted average list prices for NBHK pulp in North America were approximately $1,227 per ADMT in 2023 compared to approximately $1,514 per ADMT in 2022. Third party industry quoted average net prices for NBHK pulp in China were approximately $592 per ADMT in 2023 compared to approximately $794 per ADMT in 2022.

Average NBSK pulp sales realizations decreased by approximately 17% to $729 per ADMT in 2023 from $876 per ADMT in 2022 and NBHK pulp sales realizations decreased by approximately 28% to $627 per ADMT in 2023 from $869 per ADMT in 2022.

In 2023, we had a net negative impact of approximately $6.4 million on operating loss due to foreign exchange compared to 2022, primarily as a result of the negative effect of a weaker dollar on our euro denominated costs and expenses partially offset by the positive effect of a stronger dollar on our Canadian dollar denominated costs and expenses.

(61)

In 2023, we recorded net inventory impairment charges of $58.6 million as a result of low pulp prices and high per unit fiber costs at our Canadian pulp mills.

Costs and expenses in 2023 modestly increased to $1,565.4 million from $1,525.5 million in 2022 primarily due to higher per unit fiber costs and higher pulp sales volumes partially offset by lower energy and freight costs and the receipt of $46.4 million of insurance proceeds in 2023 relating to the 2021 turbine downtime at the Rosenthal mill and the July 2022 fire at the Stendal mill. In 2022, we received insurance proceeds of $17.3 million related to the Stendal fire.

On average, in 2023, overall per unit fiber costs increased by approximately 15% from 2022 due to higher per unit fiber costs for all of our mills. Our German mills had higher per unit fiber costs as a result of strong demand from other wood consumers such as heating pellet manufacturers in response to energy shortages early in 2023 caused by the war in Ukraine. For our Canadian pulp mills, per unit fiber costs increased as a result of strong demand in the mills' fiber baskets and for our Celgar mill a decrease in the availability of wood chips because of regional sawmill curtailments. In 2024, we expect a modest decrease of per unit fiber costs due to a stable supply.

Transportation costs for our pulp segment decreased by approximately 12% to $154.9 million in 2023 from $176.2 million in 2022 driven by lower freight rates.

In 2023, depreciation and amortization modestly increased to $114.2 million from $112.1 million in 2022.

In 2023, our pulp segment had an operating loss of $48.3 million compared to operating income of $340.7 million in 2022 primarily as a result of lower pulp and energy sales realizations and higher per unit fiber costs partially offset by lower energy and freight costs and the receipt of insurance proceeds.

Solid Wood Segment – Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Selected Financial Information

	Year Ended December 31,
	2023			2022(1)
	(in thousands)
Lumber revenues	$	217,939		$	288,002
Energy revenues	$	21,451		$	25,653
Manufactured products revenues(2)	$	58,895		$	22,759
Pallet revenues	$	121,424		$	36,063
Biofuels revenues(3)	$	40,680		$	17,691
Wood residuals revenues	$	11,665		$	18,290
Depreciation and amortization	$	57,320		$	31,170
Operating income (loss)	$	(87,663	)	$	70,642

Includes results of the Torgau facility since September 30, 2022.

Manufactured products primarily includes CLT, glulam and finger joint lumber.

Biofuels includes pellets and briquettes.

(3)

InSegment ~~2023,~~Operating ~~solid~~EBITDA ~~wood~~is ~~segment~~a ~~revenues~~measure ~~increased~~of bysegment ~~approximately~~profit ~~16%~~or toloss ~~$472.1~~presented ~~million from $408.5 million~~ in ~~the~~our ~~same~~financial ~~period~~statements ofunder ~~2022~~GAAP. ~~primarily~~Refer ~~because~~to of the ~~inclusion~~segment ofinformation ~~Torgau~~note ~~for~~in ~~a full year and the ramp-up of~~ our ~~mass~~consolidated ~~timber~~financial ~~operations~~statements ~~partially~~for ~~offset~~more ~~by a decline in lumber and energy revenues~~information.

InSolid ~~2023,~~wood ~~lumber~~segment revenues ~~decreased~~modestly byincreased ~~approximately 24%~~ to $~~217~~486.90 million in 2024 from $~~288~~472.01 million in ~~2022, primarily due to lower sales realizations partially offset by higher sales volumes. In~~ 2023, ~~both U.S. and European realized lumber prices decreased~~ as a result of ~~lower demand caused by~~ higher ~~interest~~manufactured ~~rates~~products ~~and~~revenues anpartially ~~uncertain~~offset ~~economic~~by ~~outlook~~lower ~~compared~~pallets, toenergy ~~2022. The U.S. market accounted for approximately 55% of our lumber revenues~~ and ~~approximately~~wood ~~48%~~residuals ~~of our lumber sales volumes in 2023~~revenues. ~~The majority of the balance of our lumber sales were to Europe.~~

~~(62)~~Lumber revenues in 2024 were flat at $217.5 million compared to $217.9 million in 2023 as higher sales realizations were offset by lower sales volumes.

~~Energy and wood residuals revenues decreased by approximately 25% to $33.1 million in 2023 from $43.9 million in 2022 as a result of lower sales realizations.~~(61)

InEnergy ~~2023,~~and ~~our~~wood ~~mass~~residuals ~~timber~~revenues ~~business~~in ~~continued~~2024 decreased by approximately 29% to ~~ramp~~$23.5 upmillion ~~operations~~from $33.1 million in 2023 primarily as a result of lower wood residuals sales realizations and ~~manufactured~~lower ~~products~~energy sales volumes. Biofuels revenues ~~more~~in ~~than~~2024 ~~doubled~~were toflat at $5840.91 million ~~from~~compared to $2240.87 million in ~~2022~~2023.

In ~~2023~~2024, asour amass ~~result~~timber ofbusiness ~~the~~had ~~inclusion~~strong production of ~~Torgau~~CLT ~~for~~and ~~the~~glulam ~~full~~and ~~year,~~completed ~~pallet~~two ~~revenues~~large-scale ~~and~~projects. ~~biofuel~~Manufactured products revenues increased toby ~~$121.4~~approximately ~~million~~71% ~~and~~to $40100.76 million, ~~respectively,~~ from $3658.19 million ~~and $17.7 million, respectively,~~ in ~~2022~~2023.

~~Lumber~~Pallet ~~production~~revenues ~~increased~~in 2024 decreased by approximately 514% to ~~462~~$104.34 ~~MMfbm~~million ~~in 2023~~ from ~~442~~$121.24 ~~MMfbm~~million in ~~2022~~2023 asdue ato ~~result~~lower ofsales ~~the~~volumes ~~inclusion~~and ofsales ~~Torgau~~realizations ~~for~~as aweak ~~full~~economic ~~year~~conditions ~~and~~in ~~upgrades~~Europe atnegatively ~~the~~impacted ~~Friesau mill~~demand.

Lumber ~~sales~~production ~~volumes~~modestly increased ~~by approximately 22%~~ to ~~500~~475.56 MMfbm in ~~2023~~2024 from ~~409~~462.93 MMfbm in ~~2022 primarily because of higher production and the timing of sales~~2023.

~~Average~~Lumber ~~lumber~~ sales ~~realizations~~volumes decreased by approximately 386% to ~~$435~~470.4 ~~per~~MMfbm ~~Mfbm~~ in ~~2023~~2024 from ~~$703~~500.5 ~~per~~MMfbm ~~Mfbm~~ in ~~2022,~~2023 primarily asdue ato ~~result~~timing of ~~lower demand in both the U~~sales.~~S. and European markets. Demand was negatively impacted in 2023 by higher interest rates, inflationary pressures and an uncertain economic outlook.~~

InAverage ~~2023,~~lumber ~~manufactured products~~ sales realizations increased by approximately 6% to $~~1,514~~462 per m3Mfbm in 2024 from $~~715~~435 per m3Mfbm in ~~2022~~2023, asdriven aby ~~result~~an increase in demand in both the U.S. and European markets. The U.S. market accounted for approximately 47% of ~~higher~~our ~~CLT~~lumber revenues and ~~glulam~~approximately 41% of our lumber sales volumes ~~which~~in ~~generate~~2024. ~~higher~~The ~~sales~~majority ~~realizations~~of ~~relative~~the tobalance ~~other~~of ~~manufactured~~our ~~products~~lumber sales were to Europe.

~~Fiber~~Manufactured ~~costs~~products ~~were~~sales ~~approximately~~realizations ~~75%~~increased ofto ~~our~~$3,006 ~~lumber~~per ~~cash~~m3 ~~production costs~~ in ~~2023.~~2024 Infrom ~~2023~~$1,514 per ~~unit~~m3 ~~fiber~~in ~~costs~~2023 ~~for lumber were flat compared to the same period of 2022~~ as ~~the~~a ~~availability~~result of ~~lower~~higher ~~cost~~CLT ~~beetle~~and ~~damaged~~glulam ~~wood~~sales involumes, ~~Europe~~which ~~offset~~generate ~~the~~higher ~~impact~~sales ofrealizations ~~strong~~relative ~~fiber~~to ~~demand~~other inmanufactured ~~Germany~~products.

In ~~2023~~2024, ~~depreciation~~due ~~and~~to ~~amortization~~ongoing ~~increased~~weakness toin ~~$57.3~~lumber, ~~million~~pallet ~~from~~and ~~$31.2~~biofuels ~~million~~markets in ~~2022~~Europe ~~primarily~~stemming ~~because~~from ofhigh ~~the~~interest ~~inclusion~~rates ofand ~~Torgau~~other ~~for~~economic conditions, we recognized a ~~full~~non-cash ~~year~~goodwill impairment of $34.3 million related to the Torgau facility.

~~Transportation~~Fiber costs ~~for~~were ~~our~~approximately ~~solid~~75% ~~wood~~of ~~segment~~our ~~increased~~lumber bycash ~~approximately~~production ~~33%~~costs toin ~~$60~~2024.5 ~~million~~In in2024, ~~2023~~per ~~from~~unit ~~$45.6~~fiber ~~million~~costs infor ~~2022~~lumber ~~primarily~~decreased ~~due~~by approximately 4% compared to ~~the~~2023 ~~inclusion~~because of ~~Torgau~~stable ~~for~~supply. aIn ~~full~~2025, ~~year~~we ~~and~~currently ~~higher~~expect ~~lumber~~per ~~sales~~unit ~~volumes~~fiber costs to increase due to tight supply.

InTransportation ~~2023,~~costs ~~our~~decreased ~~solid~~by ~~wood~~approximately ~~segment~~13% ~~had~~to ~~an operating loss of~~ $8752.79 million ~~compared~~in to2024 ~~operating~~from ~~income of~~ $7060.65 million in ~~2022~~2023 ~~primarily~~as ~~because~~a result of lower sales ~~realizations~~volumes and freight rates.

In 2024, Segment Operating EBITDA was negative $4.4 million compared to negative $30.3 million in 2023 primarily because of lower per unit fiber and energy costs, higher lumber sales realizations and higher mass timber sales volumes partially offset by lower sales realizations from our other products.

Sensitivities

The following sensitivity analysis provides only a limited point-in-time view of the pulp price, lumber price, fiber costs, foreign exchange rates and inflation discussed. The actual impact of the underlying price, rate and inflation changes may differ materially from that shown in the sensitivity analysis.

Our earnings are sensitive to, among other things, fluctuations in:

Pulp Price. Pulp is a global commodity that is priced in dollars, whose markets are highly competitive and cyclical in nature. As a result, our earnings are sensitive to pulp price changes. Based upon our ~~2023~~2024 sales volume and assuming all other factors remained constant, each $10.00 per tonne change in pulp third -party industry quoted list prices yields a change in pulp revenues of approximately $1413.75 million.

Lumber Price. Lumber markets are highly competitive and cyclical in nature. As a result, our earnings are sensitive to lumber price changes. Based upon our ~~2023~~2024 sales volume and assuming all other factors remain ~~constant, each $10.00 per Mfbm change in lumber price yields a change in lumber revenues of approximately $5.0 million.~~

(6362)

Fiber Costs. Our main raw material is fiber in the form of wood chips, pulp logs, sawlogs and lumber. Fiber is a commodity and both prices and supply are cyclical. As a result, our operating costs are sensitive to fiber cost changes. For our pulp segment, based upon our 2023 fiber costs and assuming all other factors remained constant, each ~~1% change in per unit fiber cost yields a change in annual operating costs of approximately~~ $610.300 ~~million.~~per ~~For~~Mfbm ~~our solid wood segment, based upon our 2023 fiber costs and assuming all other factors remained constant, each 1%~~ change in ~~per~~lumber ~~unit~~price ~~fiber cost~~ yields a change in ~~annual~~lumber ~~operating~~revenues ~~costs~~ of approximately $2.4.7 million.

~~Foreign~~Fiber ~~Exchange~~Costs. Our ~~operating~~main ~~costs~~raw ~~are~~material inis ~~euros~~fiber ~~for~~in ~~our~~the ~~German~~form ~~mills~~of ~~and~~wood ~~Canadian~~chips, ~~dollars~~pulp ~~for~~logs, ~~our~~sawlogs ~~Canadian~~and ~~mills~~lumber. AsFiber is a ~~result,~~commodity ~~our~~and ~~operating~~both ~~costs~~prices ~~will~~and ~~fluctuate~~supply ~~with~~are ~~changes~~cyclical. inAs ~~the~~a ~~value~~result, ofour ~~the~~operating ~~dollar~~costs ~~relative~~are sensitive to ~~the~~fiber ~~euro~~cost ~~and~~changes. ~~Canadian~~For ~~dollar.~~our ~~Based~~pulp onsegment, based upon our ~~2023~~2024 ~~operating~~fiber costs and assuming all other factors remained constant, each ~~$0.01~~1% change in ~~the~~per ~~value~~unit offiber ~~the~~cost ~~dollar relative to the Canadian dollar~~ yields a ~~total~~ change in annual operating costs of approximately $95.76 million. ~~Based~~For onour solid wood segment, based upon our ~~2023~~2024 ~~operating~~fiber costs and assuming all other factors remained constant, each ~~$0.01~~1% change in ~~the~~per ~~value~~unit offiber ~~the~~cost ~~dollar relative to the euro~~ yields a ~~total~~ change in annual operating costs of approximately $112.34 million.

Foreign Exchange. Our ~~energy,~~operating ~~chemical,~~costs ~~pallet,~~are ~~biofuel,~~primarily ~~wood~~in ~~residual~~euros ~~and~~for ~~European~~our ~~lumber~~German ~~sales~~mills ~~are~~and ~~made~~Canadian indollars ~~local~~for ~~currencies~~our ~~and,~~Canadian asmills. As a result, our operating costs will fluctuate with changes in the value of the dollar relative to the euro and Canadian dollar. Based on our ~~2023~~2024 ~~energy,~~operating ~~chemical,~~costs ~~pallet, biofuel, wood residual~~ and ~~European lumber revenues and~~ assuming all other factors remained constant, each $0.01 change in the value of the dollar relative to the euro yields a total change in ~~revenues~~annual operating costs of approximately $310.34 million. Based on our ~~2023~~2024 ~~energy~~operating ~~and~~costs ~~chemical revenues~~ and assuming all other factors remained constant, each $0.01 change in the value of the dollar relative to the Canadian dollar yields a total change in ~~energy~~annual ~~and~~operating ~~chemical~~costs ~~revenues~~ of approximately $08.23 million.

~~Inflation.~~ Our ~~key~~energy, ~~production~~chemical, ~~input~~pallet, ~~costs are for fiber~~biofuel, ~~chemicals~~wood residual and ~~energy.~~European ~~Other~~lumber ~~material~~sales ~~costs~~are made in ~~our~~local ~~business~~currencies ~~include labor~~ and, ~~transportation.~~as As a result, ~~our~~will ~~operating~~fluctuate ~~costs~~with ~~are~~changes ~~sensitive~~in the value of the dollar relative to ~~inflation~~the euro and Canadian dollar. ~~For~~Based on our ~~pulp~~2024 ~~segment~~energy, ~~based~~chemical, ~~upon~~pallet, ~~our~~biofuel, ~~2023~~wood ~~cash~~residual ~~production~~and ~~costs~~European lumber revenues and assuming all other factors remained constant, each 1%$0.01 change in ~~per~~the ~~unit~~value ~~cash~~of ~~production~~the ~~cost~~dollar relative to the euro yields a total change in ~~annual~~revenues ~~cash production costs~~ of approximately $112.59 million. ~~For~~Based ~~our~~on ~~solid wood segment, based upon~~ our ~~2023~~2024 ~~cash~~energy ~~production~~and ~~costs~~chemical revenues and assuming all other factors remained constant, each 1%$0.01 change in ~~per~~the ~~unit~~value ~~cash~~of ~~production~~the ~~cost~~dollar relative to the Canadian dollar yields a total change in ~~annual~~energy ~~cash~~and ~~production~~chemical ~~costs~~revenues of approximately $40.32 million.

Inflation. Our key production input costs are for fiber, chemicals and energy. Other material costs in our business include labor and transportation. As a result, our operating costs are sensitive to inflation. For our pulp segment, based upon our 2024 cash production costs and assuming all other factors remained constant, each 1% change in per unit cash production cost yields a change in annual cash production costs of approximately $10.3 million. For our solid wood segment, based upon our 2024 cash production costs and assuming all other factors remained constant, each 1% change in per unit cash production cost yields a change in annual cash production costs of approximately $4.3 million.

Seasonal Influences. We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These factors are common in the pulp and lumber industries. We generally have weaker pulp demand in Europe during the summer holiday months and in China in the period relating to the lunar new year. We typically have a seasonal build-up in raw material inventories in the early winter months as the mills build up their fiber supply for the winter when there is reduced availability.

Liquidity and Capital Resources

Summary of Cash Flows

	~~Year Ended December 31,~~			Year Ended December 31,
	2023			2022(1)
				2024			2023
	~~(in thousands)~~			(in thousands)
Net cash from (used in) operating activities	$	~~(69,005~~	)	$	~~360~~90,~~660~~204		$	(69,005	)
Net cash used in investing activities		~~(199,867~~	)		(~~424~~66,~~610~~992	)		(199,867	)
Net cash from financing activities		228,624			80,898
Net cash from (used in) financing activities					(152,783	)		228,624
Effect of exchange rate changes on cash and cash equivalents		~~208~~			~~(8,526~~504	)		208
Net increase (decrease) in cash and cash equivalents	$	(40,040	)	$	8,422
Net decrease in cash and cash equivalents				$	(129,067	)	$	(40,040	)

~~Includes~~We ~~results~~operate ofin ~~the~~a ~~Torgau~~cyclical ~~facility~~industry ~~since~~and ~~September~~our ~~30,~~operating ~~2022~~cash flows vary accordingly. Our principal operating cash

~~We operate in a cyclical industry and our operating cash flows vary accordingly. Our principal operating cash expenditures are for fiber, labor, chemicals and debt service.~~(63)

~~(64)~~expenditures are for production costs, such as fiber, chemicals and energy costs, and other material operating costs for maintenance, freight and labor.

Working capital levels fluctuate throughout the year and are affected by maintenance downtime, changing sales patterns, seasonality and the timing of receivables and the payment of payables and expenses. Generally, finished goods inventories are increased prior to scheduled maintenance downtime to maintain sales volume while production is stopped. Our fiber inventories exhibit seasonal swings as we increase pulp log, sawlog and wood chip inventories to ensure adequate supply of fiber to our mills during the winter months. Changes in sales volume can affect the level of receivables and influence overall working capital levels. We believe our management practices with respect to working capital conform to common business practices.

Cash Flows from Operating Activities

Cash from (used in) operations includes:

•

cash received from customers;

•

cash paid to employees and suppliers;

•

cash paid for interest on our debt; and

•

cash paid or received for taxes.

~~Cash~~In ~~used~~2024, in operating activities ~~was~~provided cash of $6990.02 million ~~in 2023~~ compared to using cash ~~provided~~ of $~~360~~69.70 million in ~~2022~~2023. AAn ~~decrease~~increase in accounts receivable ~~provided~~used cash of $5232.51 million in ~~2023~~2024 and ana ~~increase~~decrease in accounts receivable ~~used~~provided cash of $2052.5 million in ~~2022~~2023. AnAdjusting ~~increase~~for inventory impairments of $9.0 million, a decrease in inventories ~~used~~provided cash of $1523.89 million, in 2024 and adjusting for ~~net~~ inventory impairments of $58.6 million, an increase in ~~2023~~inventories ~~and~~used cash of $6315.28 million in ~~2022~~2023. A decrease in accounts payable and accrued expenses used cash of $9817.27 million in ~~2023~~2024 and ~~an increase in accounts payable and accrued expenses provided cash of~~ $6698.82 million in ~~2022~~2023.

Cash Flows from Investing Activities

Cash from (used in) investing activities includes:

•

acquisitions of property, plant and equipment and businesses;

•

proceeds from the sale of assets; and

•

purchases and sales of short-term investments.

~~Investing~~In ~~activities~~2024, ininvesting ~~2023~~activities used cash of $~~199~~67.90 million. ~~primarily~~In ~~related~~2024, towe ~~capital~~incurred ~~expenditures of~~ $~~136~~84.3 million ~~and acquisition costs~~ of ~~$82.1 million for the Mercer Conway facility and Mercer Okanagan facility. In 2023,~~ capital expenditures primarily related to ~~costs~~log toyard ~~complete~~upgrades ~~the~~and ~~rebuild~~other ofstrategic ~~the~~projects ~~wood chip conveying system~~ at our ~~Stendal~~Torgau ~~mill~~facility, ~~and~~optimization ~~the~~projects ~~Rosenthal~~at ~~lignin~~our ~~plant,~~Peace ~~upgrades~~River tomill ~~the~~and ~~wood~~mass ~~rooms~~timber atfacilities ~~our Canadian mills~~ and maintenance ~~and optimization~~ projects atacross ~~our~~all ~~German~~ mills and ~~the Mercer Spokane facility~~facilities. In ~~2023~~2024, we received $1219.29 million of ~~property insurance~~ proceeds ~~for~~from ~~the~~sale ~~July~~of ~~2022~~property, ~~fire~~plant atand ~~our~~equipment ~~Stendal~~primarily ~~mill~~related ~~and~~to wethe ~~received~~sale ~~$5.6 million~~ of ~~government~~land ~~grants~~from ~~mainly~~our ~~for~~sandalwood ~~the Peace River wood room project~~business.

~~Investing~~In ~~activities~~2023, ininvesting ~~2022~~activities used cash of $~~424~~199.69 million. ~~primarily~~In ~~related~~2023, towe acquired the ~~acquisition~~Structurlam ofMass ~~Torgau~~Timber Corporation and its subsidiaries for $~~256~~82.61 million and incurred capital expenditures of $~~178~~136.73 million. Inprimarily ~~2022,~~related ~~capital~~to ~~expenditures~~costs ~~related~~to ~~primarily~~complete tothe ~~upgrades~~rebuild toof the wood ~~rooms~~chip conveying system at our ~~Canadian~~Stendal ~~mills,~~mill ~~capacity~~and ~~expansion~~the ~~projects~~Rosenthal ~~and~~lignin ~~initial~~plant, ~~costs~~upgrades to ~~rebuild~~ the wood ~~chip~~rooms ~~conveying systems~~ at our ~~Stendal~~Canadian ~~mill~~mills and ~~initial~~maintenance ~~costs~~and tooptimization ~~construct~~projects ~~the~~at ~~Rosenthal~~our ~~lignin~~German ~~plant~~mills and Mercer Spokane facility. In ~~2022~~2023, we received ~~property insurance proceeds of~~ $812.62 million ~~which included the final payment~~ of ~~$6.4~~property ~~million~~insurance proceeds for the ~~Peace~~2022 ~~River~~fire ~~recovery~~at ~~boiler~~our ~~claim~~Stendal mill and ~~the~~we ~~initial~~received ~~payments of~~ $25.26 million of government grants mainly for the ~~Stendal~~Peace ~~fire~~River ~~claim~~wood room project.

Cash Flows from Financing Activities

Cash from (used in) financing activities includes:

•

issuances and payments of debt;

•

borrowings and payments under revolving lines of credit; and

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•

payments of cash dividends and repurchases of stock.

In ~~2023~~2024, financing activities ~~provided~~used cash of $~~228~~152.68 million. ~~primarily~~In ~~from~~2024, we redeemed the $300 million 2026 Senior Notes using cash on hand and the proceeds offrom the issuance of $200.0 million of additional 2028 Senior Notes ~~and~~at ~~borrowing~~a 103.0% premium. In 2024, we repaid approximately $6125.31 million under our revolving credit facilities~~. In 2023~~, we paid dividends of $20.01 million and incurred aggregate debt issuance costs of $4.95 million related to the issuance of ~~senior notes and~~ the ~~increase~~2028 ofSenior ~~borrowing capacity under our German Revolving Facility~~Notes.

In ~~2022~~2023, financing activities provided cash of $80228.96 million. ~~primarily~~In 2023, we received proceeds from ~~borrowings~~the issuance of $200.0 million of 2028 Senior Notes and borrowed approximately $~~115~~61.3 million under our revolving credit facilities ~~to partially finance the acquisition of Torgau~~. In ~~2022~~2023, we paid dividends of $1920.80 million and incurred aggregate debt issuance costs of $34.9 million ~~for~~related to the ~~German~~issuance ~~Revolving~~of ~~Facility~~senior notes and ~~Canadian~~the increase in our maximum borrowing capacity under our German Revolving Facility.

Balance Sheet Data

The following table is a summary of selected financial information for the dates indicated:

	As of December 31,
	2023		2022
	2024		2023
	(in thousands)
Cash and cash equivalents	$	~~313~~184,~~992~~925	$	~~354~~313,~~032~~992
Working capital	$	~~806~~653,~~468~~466	$	~~800~~806,~~114~~468
Total assets	$	2,~~662~~262,~~578~~932	$	2,~~725~~662,~~037~~578
Long-term liabilities	$	1,~~740~~576,~~731~~619	$	1,~~508~~740,~~192~~731
Total shareholders' equity	$	~~635~~429,~~410~~775	$	~~838~~635,~~784~~410

Sources and Uses of Funds

Our principal sources of funds are cash flows from operations and cash and cash equivalents on hand. Our principal uses of funds consist of operating expenditures, capital expenditures and interest payments on our Senior Notes.

The following table sets out our total capital expenditures and interest expense for the periods indicated:

	~~Year Ended December 31,~~		Year Ended December 31,
	2023		2022(1)
			2024		2023
	~~(in thousands)~~		(in thousands)
Capital expenditures(2)	$	136,324	$	178,742
Capital expenditures			$	84,318	$	136,324	(1)
Cash paid for interest expense(3)	$	79,620	$	67,103
Cash paid for interest expense(2)			$	105,483	$	79,620
Interest expense(4)	$	88,246	$	71,499
Interest expense(3)			$	109,150	$	88,246

(1)

~~Includes~~Capital ~~results~~expenditures ofin 2023 included expenditures to rebuild the ~~Torgau~~wood ~~facility~~chip ~~since~~conveying ~~September~~systems ~~30,~~at the Stendal mill which were damaged by a fire in 2022. The rebuild was financed with insurance proceeds, of which $12.2 million was received in 2023.

(2)

Amounts differ from interest expense which includes non-cash items. See supplemental disclosure of cash flow information from our Consolidated Statements of Cash Flows included in this report.

(3)

Interest on our ~~2026~~2028 Senior Notes is paid semi-annually in ~~January~~April and ~~July~~October of each year. Interest on our 2029 Senior Notes is paid semi-annually in February and August of each year. ~~Interest~~Prior to their redemption in October 2024, interest on our ~~2028~~2026 Senior Notes iswas paid semi-annually in ~~April~~January and ~~October~~July of each year.

As of December 31, ~~2023~~2024, we had cash and cash equivalents of $~~314~~184.09 million and approximately $~~296~~303.37 million available under our revolving credit facilities providing us with aggregate liquidity of approximately $~~610~~488.36 million.

As of December 31, ~~2023~~2024, we had no material commitments to acquire assets or operating businesses.

In ~~2024~~2025, excluding amounts being financed through government grants, we currently expect capital expenditures to be approximately $75100.0 million to $~~100~~120.0 million.

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We currently consider the majority of undistributed earnings of our foreign subsidiaries to be indefinitely reinvested and, accordingly, no U.S. income tax has been provided on such earnings. However, if we were required to repatriate funds to the United States, we believe that we currently could repatriate the majority thereof without incurring any material amount of taxes as a result of our shareholder advances and U.S. tax reform. However, it is currently not practical to estimate the income tax liability that might be incurred if such earnings were remitted to the United States. Substantially all of our undistributed earnings are held by our foreign subsidiaries outside of the United States.

Based upon the current level of operations and our current expectations for future periods in light of the current economic environment, and in particular, current and expected pulp and lumber pricing and foreign exchange rates, we believe that cash flow from operations and available cash, together with available borrowings under our revolving credit facilities, will be adequate to finance the capital requirements for our business including the payment of our quarterly dividend during the next 12 months.

In the future we may make acquisitions of businesses or assets or commitments to additional capital projects. To achieve the long-term goals of expanding our assets and earnings, including through acquisitions, capital resources will be required. Depending on the size of a transaction, the capital resources that will be required can be substantial. The necessary resources will be generated from cash flow from operations, cash on hand, borrowing against our assets or the issuance of securities.

Credit Facilities and Debt Covenants

We had the following principal amounts outstanding under our credit facilities and Senior Notes as of the dates indicated:

	As of December 31,
	2023		2022
	2024		2023
	(in thousands)
German Revolving Facility(1)	$	161,330	$	109,326
German Revolving Facility	$	168,822	$	161,330
Rosenthal €2.6 million loan	$	—	$	—
Canadian Revolving Facility	$	~~47,255~~347	$	3147,~~749~~255
2026 Senior Notes	$	300,000	$	300,000
2026 Senior Notes(1)	$	—	$	300,000
2028 Senior Notes(2)	$	~~200~~400,000	$	—200,000
2029 Senior Notes	$	875,000	$	875,000

(1)

InRedeemed ~~September~~in ~~2022,~~October ~~replaced the prior €200~~2024.~~0 million facility for our German subsidiaries.~~

(2)

~~Issued~~$200.0 million issued in September 2023. An add-on offering of $200.0 million was completed in October 2024.

For a description of such indebtedness, see Item 1. “Business – Description of Certain Indebtedness”.

Certain of our long-term obligations contain various financial tests and covenants customary to these types of arrangements.

Under the German Revolving Facility, the Obligors must not exceed a ratio of net debt to EBITDA of 3.50:1:00 in any 12 month period and maintain defined capital of not less than €500.0 million.

The Canadian Revolving Facility includes a covenant ~~that~~which sorequires the borrowers to comply, on a combined basis, with a 1.00:1.00 fixed charge coverage ratio as long as the excess amount under the facility is less than the greater of 10% of the line cap thereunder and C$14.0 million, in either case, for five consecutive days or less than the greater of 7.5% of the line cap and C$10.0 million, at any time~~, and which requires the borrowers to comply, on a combined basis, with a 1~~.~~00:1.00 fixed charge coverage ratio.~~

The German Revolving Facility is provided by a syndicate of six financial institutions and the Canadian Revolving Facility is provided by three financial institutions. To date we have not experienced any reductions in credit availability with respect to these credit facilities. However, if any of these financial institutions were to default on their commitment to fund, we could be adversely affected.

The indentures governing the Senior Notes do not contain any financial maintenance covenants and there are no scheduled principal payments until maturity. Interest on our ~~2026~~2028 Senior Notes is payable semi-annually

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in arrears on ~~January 15 and July 15, at the rate of 5.50% and they mature in January 2026. Interest on our 2028 Senior Notes is payable semi-annually in arrears on~~ April 1 and October 1, at the rate of 12.875% and they mature in October 2028. Interest on our 2029 Senior Notes is payable semi-annually in arrears on February 1 and August 1, at the rate of 5.125% and they mature in February 2029.

As of December 31, ~~2023~~2024, we were in full compliance with all of the covenants of our indebtedness.

Foreign Currency

Our reporting currency is the dollar. However, we hold certain assets and liabilities in euros and Canadian dollars and the majority of our expenditures are denominated in euros or Canadian dollars. Accordingly, our consolidated financial results are subject to foreign currency exchange rate fluctuations.

We translate foreign denominated assets and liabilities into dollars at the rate of exchange on the balance sheet date. Equity accounts are translated using historical exchange rates. Unrealized gains or losses from these translations are recognized in our other comprehensive income (loss) and do not affect our net earnings.

As a result of the ~~weakening~~strengthening of the dollar versus the euro and Canadian dollar as of December 31, ~~2023~~2024, we recorded a non-cash ~~increase~~decrease of $49104.54 million in the carrying value of our net assets denominated in euros and Canadian dollars, consisting primarily of our property, plant and equipment. This non-cash ~~increase~~decrease does not affect our net loss, Operating EBITDA or cash but is reflected in our other comprehensive income (loss) and as ana ~~increase~~decrease to our total equity. As a result, our accumulated other comprehensive loss ~~decreased~~increased to $~~126~~230.78 million.

Based upon the exchange rate as of December 31, ~~2023~~2024, the dollar was approximately 46% ~~weaker~~stronger against the euro and 28% ~~weaker~~stronger against the Canadian dollar since December 31, ~~2022~~2023. See Item 7A. “Quantitative and Qualitative Disclosures about Market Risk”.

Credit Ratings of Senior Notes

We and our Senior Notes are rated by Standard & Poor’s Rating Services, referred to as “S&P”, ~~and~~ Moody’s Investors Service, Inc., referred to as “Moody’s”. Inand ~~September~~Fitch ~~2023~~Ratings, ~~S&P~~referred ~~lowered its outlook~~ to ~~negative~~as ~~from stable and downgraded its rating on our Senior Notes to B from B+. Its recovery rating decreased to~~ “4Fitch” ~~from “3”~~. ~~Moody’s lowered its outlook to negative from stable and downgraded its rating on our Senior Notes to B2 from Ba3.~~

S&P, ~~and~~ Moody’s and Fitch base their assessment of the credit risk on our Senior Notes on the business and financial profile of Mercer Inc. and our restricted subsidiaries under the indentures governing the Senior Notes. As of December 31, ~~2023~~2024, all of our subsidiaries were restricted subsidiaries. Factors that may affect our credit rating include changes in our operating performance and liquidity. Credit rating downgrades can adversely impact, among other things, future borrowing costs and access to capital markets.

In August 2024, Moody’s downgraded its rating on our Senior Notes to B3 from B2 and confirmed its outlook is negative. In October 2024, S&P confirmed its outlook is negative and confirmed its rating on our Senior Notes is B. In October 2024, Fitch assigned its first time rating on our Senior Notes as B+ and issued a stable rating for its outlook.

Credit ratings are not recommendations to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organization. Each rating should be evaluated independently of any other rating.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect both the amount and the timing of recording of assets, liabilities, revenues and expenses in the consolidated financial statements and accompanying note disclosures. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex.

Our significant accounting policies are disclosed in Note 1 to our audited annual consolidated financial ~~statements included in Part IV of this Annual Report. While all of the significant accounting policies are~~

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statements included in Part IV of this Annual Report. While all of the significant accounting policies are important to the consolidated financial statements, some of these policies may be viewed as having a high degree of judgment. On an ongoing basis using currently available information, management reviews its estimates, including those related to accounting for, among other things, future cash flows associated with impairment testing for goodwill and long-lived assets, depreciation and amortization, pension and other post-retirement benefit obligations, deferred income taxes (valuation allowance and permanent reinvestment), the allocation of the purchase price in a business combination to the assets acquired and liabilities assumed, revenues under long-term contracts, inventory impairment, assets and liabilities classified as held for sale and the fair value of disposal groups, ~~and~~ legal liabilities and contingencies. Actual results could differ materially from these estimates, and changes in these estimates are recorded when known.

The following accounting policies require management’s most difficult, subjective and complex judgments, and are subject to a fair degree of measurement uncertainty.

Goodwill

Goodwill is evaluated for impairment annually or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying value. Application of the goodwill impairment test requires significant judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. The fair value of a reporting unit is estimated primarily through the use of a discounted cash flow model, using market participant assumptions, and requires us to make certain assumptions and estimates regarding industry economic factors and the future profitability of the reporting unit. This analysis requires significant judgments, including estimation of future ~~cash~~sales ~~flows~~volumes, ~~which~~selling isprices ~~dependent~~and oncosts ~~internal~~and ~~forecasts,~~capital ~~estimation of the long-term rate of growth for our business~~expenditures, ~~estimation of the useful life over which cash flows will occur,~~ and determination of the discount rate. The estimates used to calculate the fair value of a reporting unit may change from year to year based on operating results, market conditions, and other factors. Changes in these assumptions and estimates could materially affect the determination of fair value and goodwill impairment for each reporting unit.

~~Goodwill~~In ~~was~~June ~~assigned to the Torgau facility~~2024, ~~the~~we ~~reporting~~performed ~~unit~~an ~~which~~impairment ~~benefits~~test ~~from~~for ~~the synergies arising from the business combination. The annual~~ goodwill ~~impairment~~assigned ~~test~~to ~~conducted~~our asTorgau ~~of August 31~~facility, ~~2023, was based on~~ the ~~discounted~~reporting ~~cash~~unit, ~~flow~~due ~~methodology.~~to ~~Some~~ongoing ofweakness ~~the more significant assumptions inherent~~ in ~~estimating~~lumber, ~~fair~~pallet ~~value~~and ~~include~~biofuels ~~the~~markets ~~prospective~~in ~~cash~~Europe ~~flows~~stemming ~~which~~from ~~anticipates~~high ~~the~~interest ~~impact~~rates ofand ~~market~~other ~~cyclicality~~economic inconditions. ~~the~~The ~~next~~impairment ~~five~~test ~~years~~showed ~~and~~ the ~~terminal~~fair ~~period, the terminal~~ value ~~growth~~of ~~rate~~the ~~which~~reporting ~~reflects~~unit ~~modest~~was ~~long-term~~less ~~growth,~~than inits ~~line~~carrying ~~with~~value ~~the outlook for inflation,~~ and ~~the~~this ~~selected~~difference ~~discount~~was ~~rate~~greater ~~based~~than on the ~~weighted~~carrying ~~average~~value ~~cost~~ of ~~capital which considers~~ the ~~risk~~goodwill. ~~and~~Accordingly, ~~nature~~we ofrecognized ~~the~~an ~~reporting~~impairment ~~unit’s~~against ~~cash~~all ~~flows~~of ~~and~~ the ~~rates~~goodwill ~~of return market participants would expect when investing their capital~~ in ~~the reporting unit~~2024.

After completing our annual impairment reviews, we concluded that goodwill was not impaired. The fair value of the reporting unit exceeded its carrying value by approximately 6%. The carrying value of goodwill was approximately $35.4 million as of December 31, 2023.

As the fair value of the reporting unit tested is sensitive to market conditions, we will continue to monitor the key assumptions and other factors used in the August 31, 2023, impairment test. It is reasonably possible that changes in key assumptions such as the discount rate, long-term growth rates and forecasted cash flows could occur and as such, result in impairment charges in future periods. For example, a further weakening in the global economy may result in impairment charges in future periods and such charges may be material to our results of operations and financial condition.

Since the annual goodwill impairment test conducted on August 31, 2023, there have been no triggering events or circumstances that would, more likely than not, have reduced the fair value of the reporting unit and no interim goodwill impairment test was required.

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Long-Lived Assets

As of December 31, ~~2023~~2024, we had long-lived assets recorded in our Consolidated Balance Sheet of $1,~~462~~304.65 million. These long-lived assets include property, plant and equipment, net and amortizable intangible assets, net. In ~~2023~~2024, we recorded depreciation and amortization of $~~172~~170.58 million and no impairment charges. Depreciation and amortization and impairment charges are based on accounting estimates.

The calculation of depreciation and amortization of long-lived assets requires us to apply judgment in selecting the remaining useful lives of the assets. The remaining useful life of an asset must address both physical and economic considerations. The remaining economic life of a long-lived asset may be shorter than its physical life. The pulp industry has historically been characterized by considerable uncertainty in business conditions. Estimates of future economic conditions for our long-lived assets and therefore, their remaining useful economic life, require considerable judgment.

If our estimate of the remaining useful life changes, such a change is accounted for prospectively in our determination of depreciation and amortization. Actual depreciation and amortization charges for an individual asset may therefore be significantly accelerated if the outlook for its remaining useful life is shortened considerably.

The unit of accounting for impairment testing for long-lived assets is its “Asset Group”, which includes property, plant and equipment, net, amortizable intangible assets, net, and liabilities directly related to those assets. We evaluate an Asset Group for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable, such as continuing operating losses. When an indicator that the carrying value of an Asset Group may not be recoverable is triggered, we compare the carrying value of the Asset Group to its forecasted undiscounted future cash flows. If the carrying value of the Asset Group is greater than the undiscounted future cash flows an impairment charge is recorded based on the excess of the Asset Group’s carrying value over its fair value.

(68)

property, plant and equipment, net, amortizable intangible assets, net, and liabilities directly related to those assets. We evaluate an Asset Group for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable, such as continuing operating losses. When an indicator that the carrying value of an Asset Group may not be recoverable is triggered, we compare the carrying value of the Asset Group to its forecasted undiscounted future cash flows. If the carrying value of the Asset Group is greater than the undiscounted future cash flows an impairment charge is recorded based on the excess of the Asset Group’s carrying value over its fair value.

Impairment testing for long-lived assets requires us to apply judgment in estimating the future cash flows of the Asset Group. The significant estimates in the future cash flows include periods of operation, projections of product pricing, production levels, fiber and other production costs and maintenance spending. When performing impairment tests, we estimate the fair values of the assets using management’s best assumptions, which we believe would be consistent with the assumptions that a hypothetical marketplace participant would use. Estimates and assumptions used in these tests are evaluated and updated each period an impairment indicator is triggered.

Actual asset impairment losses could vary considerably from estimated impairment losses if actual results are not consistent with the assumptions and judgments used in estimating future cash flows.

Pension and Other Post-Retirement Benefit Obligations

We maintain defined benefit pension plans and an other post-retirement benefit plan for certain employees of our Peace River mill and our Celgar mill which are funded based on actuarial estimates and requirements and are non-contributory. We recognize the net funded status of the plans and we record net periodic benefit costs associated with these net obligations. As of December 31, ~~2023~~2024, we had pension and other post-retirement benefit obligations aggregating $9691.56 million and accumulated pension plan assets with a fair value of $8889.81 million. Our ~~2023~~2024 net periodic pension and other post-retirement benefit cost was $51.23 million. The amounts recorded for the net pension and other post-retirement obligations include various judgments and uncertainties.

~~The~~Judgment is required for the following inputs which are used to determine our net obligations and our net periodic benefit costs each year ~~and the determination of these inputs requires judgment~~:

•

discount rate – used to determine the net present value of our pension and other post-retirement benefit obligations and to determine the interest cost component of our net periodic pension and other post-retirement benefit costs;

•

(70)

return on assets – used to estimate the growth in the value of invested assets that are available to satisfy pension obligations and to determine the expected return on the plan assets component of our net periodic pension costs;

•

mortality rate – used to estimate the impact of mortality on pension and other post-retirement benefit obligations;

•

rate of compensation increase – used to calculate the impact future pay increases will have on pension benefit obligations; and

•

health care cost trend rate – used to calculate the impact of future health care costs on other post-retirement benefit obligations.

For the discount rate, we use the rates available on high-quality corporate bonds with a duration that is expected to match the timing of expected pension and other post-retirement benefit obligations. High-quality corporate bonds are those with a rating of “AA” or better.

In determining the expected return on assets, we consider the historical long-term returns, expected asset mix and the active management premium.

For the mortality rate we use actuarially-determined mortality tables that are consistent with our historical mortality experience and future expectations for mortality of the employees who participate in our pension ~~and other post-retirement benefit plans.~~

(69)

and other post-retirement benefit plans.

In determining the rate of compensation increase, we review historical compensation increases and promotions, while considering current industry conditions, the terms of collective bargaining agreements with employees and the outlook for the industry.

For the health care cost trend rate, we consider historical trends for these costs, as well as recently enacted health care legislation. We also compare our health care rate to those of our industry.

Variations in assumptions described above could have a significant effect on the pension and other post-retirement benefits, net periodic benefit cost and obligation reported in our consolidated financial statements. For example, a one-percentage point change in any one of the following assumptions would have increased (decreased) our ~~2023~~2024 net periodic benefit cost and our accrued benefit obligation as follows:

	Net periodic benefit cost						Accrued benefit obligation
	1%increase			1%decrease			1%increase			1%decrease
	(in thousands)
Assumptions
Discount rate	$	9(292	)	$	62351		$	(916,~~175~~260	)	$	1113,~~479~~026
Return on assets	$	(~~870~~869	)	$	~~880~~870		$	—		$	—
Rate of compensation	$	~~406~~557		$	(~~389~~206	)	$	2,~~481~~276		$	(2,~~932~~694	)
Health care cost trend rate	$	~~116~~103		$	(~~112~~98	)	$	~~436~~441		$	(~~469~~478	)

Deferred Income Taxes

As of December 31, ~~2023~~2024, we had ~~$97.3~~a ~~million in~~ deferred income tax ~~liabilities~~liability ~~and~~of a $074.78 million and a deferred income tax asset of $17.8 million, resulting in a net deferred income tax liability of $9657.70 million. Our deferred income tax assets are net of a $7881.78 million valuation allowance. Our deferred income tax assets are comprised primarily of income tax loss and interest carryforwards and deductible temporary differences, all of which will reduce taxable income in the future. We assess the realization of these deferred income tax assets at each reporting period to determine whether it is more likely than not that the deferred income tax assets will be realized. Our assessment includes a review of all available positive and negative evidence, including, but not limited to, the following:

•

the history of the income tax loss carryforwards and their expiry dates;

•

future reversals of temporary differences;

•

(71)

our historical and projected earnings; and

•

tax planning opportunities.

Significant judgment is required when evaluating the positive and negative evidence, specifically ~~the~~our ~~Company’s~~ estimates of future earnings. The weight given to negative and positive evidence is commensurate with the extent to which it can be objectively verified. Operating results during the most recent three-year period are generally given more weight than expectations of future profitability, which are inherently uncertain. A cumulative loss position during the most recent three-year period is considered significant negative evidence in assessing the realizability of deferred income tax assets that is difficult to overcome.

Once our evaluation of the evidence is complete, if we believe that it is more likely than not that some of the deferred income tax assets will not be realized, based on currently available information, ana ~~income tax~~ valuation allowance is recorded against the deferred income tax assets.

If market conditions improve or tax planning opportunities arise in the future, we may reduce our valuation allowance, resulting in future income tax benefits. If market conditions deteriorate in the future, we may increase our valuation allowance, resulting in future income tax expenses. Any change in tax laws may change the valuation allowances in future periods.

~~Business Combination~~(70)

We allocate the total purchase price of the assets acquired and liabilities assumed based on their estimated fair values as of the business combination date. In developing estimates of fair values for long-lived assets, including identifiable intangible assets, we utilize a variety of inputs including forecasted cash flows, discount rates, estimated replacement costs and depreciation and obsolescence factors. Determining the fair value for specifically identified intangible assets, such as contracts, involves significant judgment. We may refine our estimates and make adjustments to the assets acquired and liabilities assumed over a measurement period, not to exceed one year. Upon the conclusion of the measurement period or the final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are charged to earnings. Subsequent actual results of the underlying business activity supporting the specifically identified intangible assets could change, requiring us to record impairment charges or accelerate the remaining useful life.

Revenues Under Long-Term Contracts

We have ~~revenue~~revenues from long-term contracts which isare recognized over the contract term as the work progresses towards completion. The timing of revenue recognition involves a judgmental process of estimating costs and profit for the performance obligation. Cost of sales is recognized as incurred. The amount we report as revenues is determined by adding a proportionate amount of the estimated profit to the amount reported as cost of sales. We recognize revenue as costs are incurred as this provides an objective measure of progress and thereby best depicts the extent of transfer of control to the customer. Estimating cost to complete requires us to apply judgment and is largely based on negotiated or estimated purchase contract terms, historical performance trends and other economic projections. Factors that influence these estimates may include inflationary trends, internal and supplier performance, asset utilization, amongst others. Actual costs to complete could vary considerably from the estimated costs to complete and have a significant impact on the revenue we recognize.

Revenue and cost estimates for all significant long-term contract performance obligations are reviewed quarterly. Changes in estimated revenues, cost of sales and the related effect on ~~operating~~our ~~income~~earnings ~~(loss)~~ are recognized using a cumulative catch-up adjustment which recognizes in the current period the cumulative effect of the changes on current and prior periods based on the contract’s percentage-of-completion.

Inventories

Inventories of raw materials, finished goods and work in progress are valued at the lower of cost, using the weighted-average cost method, or net realizable value and are released from inventory on the same basis. Estimating net realizable value requires us to apply judgment and is based on current and expected selling prices in the ordinary course of business, less reasonably predictable costs of completion.

(72)

Estimating net realizable value requires us to apply judgment and is based on current and expected selling prices in the ordinary course of business, less reasonably predictable costs of completion.

Assets and Liabilities Classified as Held For Sale

Assets (and disposal groups) are classified as held for sale if their carrying amount will be recovered primarily through a sale as opposed to continued use by the Company. The classification of assets (and disposal groups) as held for sale requires us to apply judgment in determining when the held for sale criteria are met, including whether a future sale is probable. The analysis of whether the held for sale criteria are met (or no longer met) is performed at each reporting date for each disposal group that we intend or intended to sell.

When the held for sale criteria are met, assets or disposal groups are measured at the lower of its carrying amount and fair value less cost to sell. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. The fair value of assets (and disposal groups) held for sale are estimated based on preliminary indicative offers from third parties or through the use of a discounted cash flow model. The estimates used to calculate the fair value of assets (and disposal groups) classified as held for sale may change from period over period based on operating results, market conditions, and other factors. Changes in these assumptions and estimates could materially affect the determination of fair value and, if applicable, ~~the preliminary~~ impairment charges recognized.

Contingent Liabilities

We are subject to lawsuits, investigations and other claims related to environmental, product and other matters, and are required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses. We disclose contingent liabilities when there is a reasonable possibility that an ultimate loss may occur and we record contingent liabilities when it becomes probable that we will have to make payments and the amount of loss can be reasonably estimated.

Assessing probability of loss and estimating probable losses requires analysis of multiple factors, including, but not limited to, the following:

•

historical experience;

•

judgments about the potential actions of third-party claimants and courts; and

•

recommendations of legal counsel.

(71)

Contingent liabilities are based on the best information available and actual losses in any future period are inherently uncertain. If estimated probable future losses or actual losses exceed our recorded liability for such claims, we would record additional charges. These exposures and proceedings can be significant and the ultimate negative outcomes could be material to our operating results or liquidity in any given quarter or year.

New Accounting Standards

See Note 1 to our consolidated financial statements included in Item 15 of this Annual Report on Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to risks associated with fluctuations in:

•

foreign currency exchange rates;

•

prices for the products we manufacture;

•

fiber costs;

•

~~credit risk~~inflation;

•

~~inflation~~interest rates; and

•

~~interest~~credit ~~rates~~risk.

~~(73)~~For a discussion of our earnings sensitivities to pulp and lumber prices, fiber costs, foreign exchange rates and inflation, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Sensitivities” on page 62 hereof.

For a discussion of our earnings sensitivities to foreign exchange rates, pulp and lumber prices, fiber costs and inflation, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Sensitivities” on page 63 hereof.

Foreign Currency Exchange Risk

We compete with producers from around the world, particularly Europe and North America, in our product lines. We sell ~~our~~pulp, ~~principal~~U.S. ~~product,~~lumber ~~pulp,~~and mass timber products mainly in transactions denominated in dollars but sell certain other products including energy, chemicals, pallets, biofuels, wood residuals and European lumber in local currencies, being euros and Canadian dollars. Changes in the relative strength or weakness of the dollar versus the euro and the Canadian dollar affect our operating costs and margins. A stronger dollar lowers our operating costs but can in turn increase the cost of pulp to our customers and thereby create downward pressure on prices. On the other hand, a weaker dollar tends to increase our operating costs but tends to support higher pulp prices.

We are particularly sensitive to changes in the value of the dollar versus the euro and Canadian dollar. We expect exchange rate fluctuations to continue to impact costs and revenues, but we cannot predict the magnitude or direction of this effect for any period, and there can be no assurance of any future effects.

Furthermore, certain of our assets and liabilities are denominated in euros and Canadian dollars. A depreciation of these currencies against the dollar will decrease the fair value of such financial instrument assets and an appreciation of these currencies against the dollar will increase the fair value of such financial instrument liabilities, thereby decreasing our fair value. An appreciation of these currencies against the dollar will increase the fair value of such financial instrument assets and a depreciation of these currencies against the dollar will decrease the fair value of financial instrument liabilities, thereby increasing our fair value. As a result, our earnings can be subject to the potentially significant effect of foreign currency translation gains or losses in respect of these euros and Canadian dollar items.

The following table provides information about our exposure to foreign currency exchange rate fluctuations for the carrying amount of financial instruments sensitive to such fluctuations as of December 31, 2023 and expected cash flows from these instruments: (72)

	As of December 31, 2023
			Expected maturity date
	Carrying Value	Fair Value	2024	2025	2026	2027	2028	Thereafter
	(in thousands)
Financial Instruments
in euros
Cash and cash equivalents	24,236	24,236	24,236	—	—	—	—	—
Accounts receivable, net	87,582	87,582	87,582	—	—	—	—	—
Accounts payable and other	120,290	120,290	120,290	—	—	—	—	—
Finance lease liabilities	39,165	39,165	6,120	5,497	5,645	5,705	5,278	10,920
Operating lease liabilities	6,415	6,415	3,008	2,053	935	393	17	9
Long-term debt	146,000	146,000	—	—	—	146,000	—	—
in Canadian dollars
Cash and cash equivalents	12,046	12,046	12,046	—	—	—	—	—
Accounts receivable, net	15,071	15,071	15,071	—	—	—	—	—
Accounts payable and other	72,294	72,294	72,294	—	—	—	—	—
Finance lease liabilities	6,708	6,708	1,395	1,216	1,170	1,200	991	736
Operating lease liabilities	4,155	4,155	876	813	700	629	600	537
Long-term debt	62,500	62,500	—	—	—	62,500	—	—


	As of December 31, 2024
			Expected maturity date
	Carrying Value	Fair Value	2025	2026	2027	2028	2029	Thereafter
	(in thousands)
Financial Instruments
in euros
Cash and cash equivalents	30,756	30,756	30,756	—	—	—	—	—
Accounts receivable, net	95,118	95,118	95,118	—	—	—	—	—
Accounts payable and other	107,874	107,874	107,874	—	—	—	—	—
Long-term debt	162,501	162,501	—	—	162,501	—	—	—

in Canadian dollars
Cash and cash equivalents	19,477	19,477	19,477	—	—	—	—	—
Accounts receivable, net	5,595	5,595	5,595	—	—	—	—	—
Accounts payable and other	68,406	68,406	68,406	—	—	—	—	—
Long-term debt	500	500	—	—	500	—	—	—

Product Price Risk

Historically, economic and market shifts, fluctuations in capacity and changes in foreign currency exchange rates have created cyclical changes in prices, sales volume and margins for our principal products, being kraft pulp and lumber. In general, our products are commodities that are widely available from other producers and, because these products have few distinguishing qualities from producer to producer, competition is based primarily on price which is determined by supply relative to demand. The overall levels of demand for the products we manufacture, and consequently our sales and profitability, reflect fluctuations in end user demand.

(74)

and, because these products have few distinguishing qualities from producer to producer, competition is based primarily on price which is determined by supply relative to demand. The overall levels of demand for the products we manufacture, and consequently our sales and profitability, reflect fluctuations in end user demand.

Fiber Price Risk

Fiber in the form of wood chips, pulp logs, sawlogs and lumber represents our largest operating cost. Fiber is a market-priced commodity and, as such, is subject to fluctuations in prices based on supply and demand. Increases in the prices of fiber will tend to increase our operating costs and reduce our operating margins.

Inflation Risk

Our key production input costs are for fiber, chemicals and energy. Other material costs in our business include ~~labor~~maintenance, freight and ~~transportation~~labor costs. As a result, our operating costs are sensitive to inflation. Increases in inflation will tend to increase our operating costs and reduce our operating margins.

Interest Rate Risk

Fluctuations in interest rates may affect the fair value of fixed interest rate financial instruments which are sensitive to such fluctuations. A decrease in interest rates may increase the fair value of such fixed interest rate financial instrument assets and an increase in interest rates may decrease the fair value of such fixed interest rate financial instrument liabilities, thereby increasing our fair value. An increase in interest rates may decrease the fair value of such fixed interest rate financial instrument assets and a decrease in interest rates may increase the fair value of such fixed interest rate financial instrument liabilities, thereby decreasing our fair value. We may seek to manage our interest rate risks through the use of interest rate derivatives.

The following table provides information about our exposure to interest rate fluctuations for the financial instruments sensitive to such fluctuations as of December 31, 2023 and expected cash flows from these instruments:(73)

	As of December 31, 2023
			Expected maturity date
	Total	Fair Value	2024	2025	2026	2027	2028	Thereafter
	(in thousands other than percentages)
Liabilities
Long-term debt:
Fixed rate ($)(1)	300,000	287,235	—	—	300,000	—	—	—
Interest rate	5.500%	5.500%			5.500%
Fixed rate ($)(2)	200,000	218,610	—	—	—	—	200,000	—
Interest rate	12.875%	12.875%					12.875%
Fixed rate ($)(3)	875,000	751,581	—	—	—	—	—	875,000
Interest rate	5.125%	5.125%						5.125%
Variable rate ($)(4)	161,330	161,330	—	—	—	161,330	—	—
Interest rate	5.296%	5.296%				5.296%
Variable rate ($)(5)	47,255	47,255	—	—	—	47,255	—	—
Interest rate	6.614%	6.614%				6.614%

The following table provides information about our exposure to interest rate fluctuations for the financial instruments sensitive to such fluctuations as of December 31, 2024 and expected cash flows from these instruments:

2026 Senior Notes bearing interest at 5.50%, principal amount $300.0 million.


	As of December 31, 2024
			Expected maturity date
	Total	Fair Value	2025	2026	2027	2028	2029	Thereafter
	(in thousands other than percentages)
Liabilities
Long-term debt:
Fixed rate ($)(1)	400,000	430,580	—	—	—	400,000	—	—
Interest rate	12.875%	12.875%				12.875%
Fixed rate ($)(2)	875,000	756,341	—	—	—	—	875,000	—
Interest rate	5.125%	5.125%					5.125%
Variable rate ($)(3)	168,822	168,822	—	—	168,822	—	—	—
Interest rate	4.470%	4.470%			4.470%
Variable rate ($)(4)	347	347	—	—	347	—	—	—
Interest rate	5.450%	5.450%			5.450%

(1)

2028 Senior Notes bearing interest at 12.875%, principal amount $~~200~~400.0 million.

(2)

2029 Senior Notes bearing interest at 5.125%, principal amount $875.0 million.

(3)

The German Revolving Facility bearing interest by way of: Euribor plus a variable margin ranging from 1.40% to 2.35% dependent on conditions including but not limited to a prescribed leverage ratio. The facility is sustainability linked whereby the interest rate margin is subject to upward or downward adjustments of up to 0.05% per annum if the Company achieves, or fails to achieve, certain specified sustainability targets.

(4)

The Canadian Revolving Facility bearing interest by way of: (i) Canadian dollar denominated advances, which bear interest at a designated prime rate per annum; (ii) ~~banker’s~~Canadian ~~acceptance~~dollar ~~equivalent~~denominated ~~loans~~advances, which bear interest at the applicable ~~Canadian~~Adjusted ~~dollar~~CORRA ~~banker’s acceptance~~ plus 1.20% to 1.45% per annum; (iii) dollar denominated base rate advances at the greater of the federal funds rate plus 0.50%, an Adjusted Term SOFR for a one month tenor plus 1.00% and the bank’s applicable reference rate for ~~U.S.~~ dollar denominated loans; and (iv) dollar denominated SOFR advances, which bear interest at Adjusted Term SOFR plus 1.20% to 1.45% per annum.

(75)

Credit Risk

Our credit risk is primarily attributable to cash held in bank accounts and accounts receivable. We maintain cash balances in foreign financial institutions in excess of insured limits. We limit our credit exposure on cash held in bank accounts by periodically investing cash in excess of short-term operating requirements and debt obligations in low risk government bonds, or similar debt instruments. Our credit risk associated with our sales is managed through setting credit limits, the purchase of credit insurance and for certain customers a letter of credit is received prior to shipping the product. We review new customers’ credit history before granting credit and conduct regular reviews of existing customers’ credit. Concentrations of credit risk are with customers and agents based primarily in Germany, China and the U.S.

Risk Management and Derivatives

We seek to manage these risks through internal risk management policies as well as, from time to time, through the periodic use of derivatives. We may also from time to time use derivatives to reduce or limit our exposure to interest rate and currency risks. We may also use derivatives to reduce or limit our exposure to fluctuations in pulp and lumber prices. We may use derivatives to reduce our potential losses or to augment our potential gains, depending on our management’s perception of future economic events and developments. These types of derivatives are generally highly speculative in nature. They are also very volatile as they are highly leveraged given that margin requirements are relatively low in proportion to notional amounts.

The principal derivatives we have periodically previously used are interest rate derivatives, pulp price derivatives, energy derivatives and foreign exchange derivatives.

Many of our strategies, including the use of derivatives, and the types of derivatives selected by us, are based on historical trading patterns and correlations and our management’s expectations of future events. However, these strategies may not be effective in all market environments or against all types of risks. Unexpected market developments may affect our risk management strategies during this time, and unanticipated ~~developments could impact our risk management strategies in the future. If any of the variety of instruments and strategies we utilize is not effective, we may incur significant losses.~~

~~As of December 31, 2023 and December 31, 2022, we had no outstanding derivatives.~~ (74)

developments could impact our risk management strategies in the future. If any of the variety of instruments and strategies we utilize is not effective, we may incur significant losses.

As of December 31, 2024 and December 31, 2023, we had no outstanding derivatives.

However, in the future, we may from time to time use foreign exchange derivatives to convert some of our costs (including currency swaps relating to our long-term indebtedness) from euros or Canadian dollars to dollars as our principal product is priced in dollars. We have also converted some of our costs to dollars by issuing long-term dollar-denominated debt in the form of our Senior Notes. We may also from time to time use pulp or lumber derivatives to fix price realizations and interest rate derivatives to fix the rate of interest on indebtedness.

We record unrealized gains and losses on our outstanding derivatives when they are marked to market at the end of each reporting period and realized gains or losses on them when they are settled. We determine market valuations based primarily upon valuations provided by our counterparties.

We are exposed to modest credit related risks in the event of non-performance by counterparties to derivative contracts.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements required with respect to this Item 8, and as listed in Item 15 of this Annual Report on Form 10-K, are included in this Annual Report on Form 10-K commencing on page 8482.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

(76)

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Mercer’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

(75)

Our internal control over financial reporting includes those policies and procedures that:

•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Mercer;

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the 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.

Management assessed the effectiveness of Mercer’s internal control over financial reporting as of December 31, ~~2023~~2024. In making this assessment, management used the criteria set forth in Internal Control-Integrated Framework, as issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment and those criteria, management concluded that the Company's internal control over financial reporting was effective as of December 31, ~~2023~~2024.

The effectiveness of our internal control over financial reporting as of December 31, ~~2023~~2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their attestation report which appears in this Annual Report on Form 10-K.

(77)

Changes in Internal Controls

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the ~~period~~last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

(7876)

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~Executive~~ Chairman, Chief Executive Officer and Directors

We are governed by a board of directors, referred to as the “Board”, each member of which is elected annually. The following sets forth information relating to our directors and executive officers.

~~Jimmy~~William SD.H. ~~Lee~~McCartney, ~~Executive Chairman and Director,~~ age 6669, has served as aChairman ~~director~~ since ~~May 1985~~2024, and as ~~Executive~~a ~~Chairman~~director since ~~July~~January ~~2015~~2003 and asLead ~~President~~Director ~~and~~since ~~Chief~~May ~~Executive~~28, ~~Officer~~2021. ~~from~~He ~~1992~~has tobeen ~~2015.~~the ~~Mr.~~President ~~Lee~~and ~~was~~Chief aExecutive ~~director~~Officer of ~~Golden~~Pemcorp ~~Valley~~Management ~~Mines Ltd~~Inc., ~~from~~a ~~2016~~corporate tofinance ~~2021.~~and ~~Previously,~~management ~~during~~consulting ~~the~~firm, ~~period~~since ~~when~~its ~~MFC~~inception ~~Bancorp~~in ~~Ltd~~1990. ~~was~~From ~~our~~1984 ~~affiliate~~to 1990, he ~~served~~was as a ~~director~~founding ~~from~~partner ~~1986~~of ~~and~~Davidson ~~President~~& ~~from~~Company, ~~1988~~Chartered toAccountants, ~~December~~where ~~1996~~he ~~when~~specialized itin ~~was~~business ~~spun~~advisory ~~out~~services. ~~During~~He ~~Mr.~~has ~~Lee’s~~been ~~tenure~~involved with ~~Mercer,~~numerous wecapital ~~acquired~~restructuring ~~the Rosenthal mill~~ and ~~converted~~financing itevents toinvolving ~~the~~several ~~production~~public ofcompanies ~~kraft~~and ~~pulp,~~brings ~~constructed~~substantial ~~and~~knowledge ~~commenced~~relating ~~operations~~to at the ~~Stendal~~financial ~~mill~~accounting and ~~acquired~~auditing ~~the~~processes. ~~Celgar~~He ~~mill,~~is ~~the~~a ~~Friesau~~chartered ~~mill,~~professional ~~the~~accountant ~~Peace~~and ~~River~~has ~~mill,~~been ~~the~~a ~~Mercer~~member ~~Mass~~of ~~Timber~~the ~~facility~~Chartered ~~and~~Professional ~~the~~Accountants ~~Torgau~~of ~~facility~~Canada since 1980. He holds a Bachelor of ~~Science~~Arts degree in ~~Chemical~~Business ~~Engineering~~Administration from ~~the~~Simon ~~University~~Fraser ~~of British Columbia, Canada~~University. Mr. ~~Lee~~McCartney ~~possesses particular knowledge and experience in our business as a “founder” and as our Chief Executive Officer for over 25 years. He also~~ has ~~broad~~extensive ~~knowledge and~~ experience in ~~finance and banking~~accounting, ~~credit~~financial ~~markets, international pulp markets, derivative risk management~~ and capital ~~allocation~~markets.

Juan Carlos Bueno, ~~Chief Executive Officer, President and Director,~~ age 5556, has served as Chief Executive Officer and President and as a director since May 2022. His previous roles included from 2018 to March 2022 serving as the Chairman of the Board and co-founder of Global Energy which produces novel green energy generation devices. Prior to that, from 2011 to 2017, Mr. Bueno was Executive Vice President and Divisional CEO, Biomaterials, for Stora Enso, a manufacturer of pulp, paper and other forest products. At Stora Enso he designed and led their new biomaterials division, growing sales and profitability. The business included six manufacturing sites and a team of approximately 2,000 employees. Mr. Bueno created a vision and strategy to expand into new sectors such as lignin and hemicellulose. He also has broad experience in investor relations, board interaction and other key CEO functions. Prior to that, Mr. Bueno served in executive positions including Vice President, Crop Protection, President Agar Cross, Commercial Manager, Global Financial Analyst and Business Consultant with EI DuPont de Nemours & Company in Brazil, UK, Argentina, Colombia and USA. EI Dupont de Nemours & Company merged with the Dow Chemical Company to create DowDuPont. Mr. Bueno holds, among other things, a BSc., Industrial Engineering degree and a graduate degree in Negotiation & International Relations. Mr. Bueno has extensive global industrial and product experience and a proven track record of achieving commercial and operational excellence over a 30-year career.

~~William~~James ~~D. McCartney~~Shepherd, age 6872, has served as a director since ~~January~~June ~~2003~~2011. ~~and Lead Director since May 28, 2021~~Mr. HeShepherd ~~has~~was ~~been the~~ President and Chief Executive Officer of ~~Pemcorp~~Canfor ~~Management~~Corporation ~~Inc.,~~from a2004 ~~corporate~~to ~~finance~~2007 and ~~management~~Slocan ~~consulting~~Forest ~~firm,~~Products ~~since its inception in 1990~~Ltd. ~~From~~from ~~1984~~1999 to ~~1990,~~2004. heHe ~~was~~is aalso ~~founding~~the ~~partner~~former President of ~~Davidson~~Crestbrook &Forest ~~Company,~~Industries ~~Chartered Accountants, where he specialized in business advisory services~~Ltd. Heand ~~has~~Finlay ~~been~~Forest ~~involved~~Industries ~~with~~Limited ~~numerous capital restructuring~~ and ~~financing~~the ~~events~~former ~~involving~~Chairman ~~several~~of ~~public~~the ~~companies~~Forest ~~and~~Products ~~brings~~Association ~~substantial~~of ~~knowledge~~Canada. ~~relating~~Mr. toShepherd ~~the~~has ~~financial~~previously ~~accounting~~served ~~and~~as ~~auditing~~a ~~processes.~~director Heof isConifex aTimber ~~chartered~~Inc., ~~professional~~Canfor ~~accountant~~Corporation and ~~has~~Canfor ~~been~~Pulp aIncome ~~member~~Fund of(now ~~the~~Canfor ~~Chartered~~Pulp ~~Professional~~Products ~~Accountants~~Inc.). ~~of Canada since 1980~~Mr. HeShepherd holds a ~~Bachelor of Arts~~ degree in ~~Business~~Mechanical ~~Administration~~Engineering from ~~Simon~~Queen’s ~~Fraser~~ University. Mr. ~~McCartney~~Shepherd has ~~extensive~~held ~~experience~~several inchief ~~accounting,~~executive ~~financial~~officer leadership and ~~capital~~other ~~markets~~senior positions in the forest industry.

~~James~~Alan ~~Shepherd~~Wallace, age 7165, has served as a director since June ~~2011~~2018. Mr. ~~Shepherd~~Wallace ~~was~~is ~~President~~currently ~~and~~the Chief Executive Officer of ~~Canfor~~Peloton ~~Corporation~~Advisors ~~from~~Inc., ~~2004~~a tocorporate ~~2007~~financial ~~and~~advisory ~~Slocan~~firm. ~~Forest~~Since ~~Products~~2021, ~~Ltd~~Mr. ~~from~~Wallace ~~1999~~has toserved ~~2004.~~as Hea isdirector ~~also~~and is the ~~former~~chair ~~President~~ of ~~Crestbrook~~the ~~Forest~~board ~~Industries~~of ~~Ltd.~~directors ~~and~~of ~~Finlay~~Swiss ~~Forest~~Water ~~Industries~~Decaffeinated ~~Limited~~Coffee ~~and~~Inc. ~~the~~a ~~former~~global ~~Chairman~~provider of ~~the~~decaffeinated ~~Forest~~coffee. ~~Products~~He ~~Association~~is ofbased ~~Canada~~in Vancouver, British Columbia. Mr. ~~Shepherd~~Wallace ~~has~~was ~~previously~~the ~~served~~Vice asChairman, aInvestment ~~director~~Banking, ofCIBC ~~Conifex~~World ~~Timber~~Markets Inc., ~~Canfor~~from ~~Corporation~~1987 ~~and~~to ~~Canfor~~2013 ~~Pulp~~where ~~Income~~he ~~Fund~~was ~~(now~~also ~~Canfor~~the ~~Pulp~~Co-Head of its Paper and Forest Products ~~Inc~~Group from 1995 to 2013.). Mr. ~~Shepherd~~Wallace holds a ~~degree~~Master inof ~~Mechanical~~Business ~~Engineering~~Administration from ~~Queen’s~~the University of Chicago and a Bachelor of Applied Science (Mech) from the University of Toronto. Mr. ~~Shepherd~~Wallace has ~~also~~significant ~~held~~capital ~~several~~markets ~~chief~~and ~~executive~~mergers ~~officer~~and ~~leadership~~acquisitions experience, including relating to debt and ~~other~~equity ~~senior~~financings, ~~positions~~corporate incredit ~~the~~facilities and financial advisory assignments. He also has extensive forest products experience relating to financings and strategic transactions in the industry.

~~(79)~~Linda Welty, age 69, has served as a director since June 2018. Ms. Welty is currently an independent director of Huber Engineered Materials, a global manufacturer of engineered specialty ingredients, a portfolio

Alan Wallace, age 64, has served as a director since June 2018. Mr. Wallace is currently the Chief Executive Officer of Peloton Advisors Inc., a corporate financial advisory firm. Since 2021, Mr. Wallace has served as a director and is the chair of the board of directors of Swiss Water Decaffeinated Coffee Inc. He is based in Vancouver, British Columbia. Mr. Wallace was the Vice Chairman, Investment Banking, CIBC World Markets Inc. from 1987 to 2013 where he was also the Co-Head of its Paper and Forest Products Group from 1995 to 2013. Mr. Wallace holds a Master of Business Administration from the University of Chicago and a Bachelor of Applied Science (~~Mech~~77) from the University of Toronto. Mr. Wallace has significant capital markets and mergers and acquisitions experience, including relating to debt and equity financings, corporate credit facilities and financial advisory assignments. He also has extensive forest products experience relating to financings and strategic transactions in the industry.

Linda Welty, age 68, has served as a director since June 2018. Ms. Welty is currently an independent director of Huber Engineered Materials, a global manufacturer of engineered specialty ingredients, a portfolio company of J.M. Huber Corporation and has served in that role since 2014. From 2020 to September 2022, Ms. Welty was also elected as a director of GCP Applied Technologies Inc. which is a global provider of specialty construction ~~products~~chemicals ~~technologies. She is the President~~ and ~~Chief~~building ~~Executive Officer of Welty Strategic Consulting, LLC, an advisory firm focused on the development and execution of value creation strategies~~materials. She formerly served as chairman and a director of the Atlanta Chapter of the National Association of Corporate Directors, whose mission is to advance excellence in corporate governance. From 2010 to 2011 she served as a director and member of the special committee of Massey Energy Company. She served as an independent director of Vertellus Specialties, Inc. from 2007 to 2016. Ms. Welty was President and Chief Operating Officer of Flint Ink Corp., a global producer of printing inks for packaging and publication from 2003 to 2005. From 1998 to 2003, she served as President of the Specialty Group of H.B. Fuller Company, a global manufacturer of adhesives, sealants and coatings. She also served for over twenty years in global leadership roles for Hoechst AG and its former U.S. subsidiary, Celanese. ~~She~~Ms. Welty is a National Association of Corporate Directors (NACD) Certified Director and NACD Board Leadership Fellow and holds a Bachelor of Science in Chemical Engineering from the University of Kansas.

Rainer Rettig, age 6465, has served as a director since February 2020. Mr. Rettig has served as Senior Vice-President of the Circular Economy Program at Covestro AG (formerly known as Bayer Material Science, a subgroup of Bayer AG), one of the world’s leading manufacturers of high-tech polymer materials. Mr. Rettig brings significant experience in sales, marketing and strategy development in the field of chemicals and plastics. He had several senior leadership roles in Germany, Japan, Hong Kong and China. He holds a Ph.D in polymer chemistry and polymer processing from the Technical University of Darmstadt in Germany.

Alice Laberge, age 6768, has served as a director since February 2021. Ms. Laberge is currently a director of ~~Nutrien Ltd., an agriculture products and services company, and~~ Russel Metals Inc., a metal distribution company, and has served in ~~such~~that ~~roles~~role since ~~2018 and~~ 2007~~, respectively~~. Ms. Laberge is also a director of the Canadian Public Accountability Board. ~~She~~Ms. ~~most~~Laberge ~~recently~~also served as a director of Potash Corporation of Saskatchewan from 2003 to 2018, and Nutrien Ltd. from 2018 to May 2024. She retired from the board of the Royal Bank of Canada in January 2021, on which she served for over 15 years. She formerly served as President and Chief Executive Officer of Fincentric Corporation, a global provider of software solutions to financial institutions, until 2005, and was previously Chief Financial Officer and Senior Vice-President, Finance for MacMillan Bloedel Ltd. Ms. Laberge is a Fellow of the Institute of Corporate Directors, and holds an MBA from the University of British Columbia and a Bachelor of Science from the University of Alberta. Ms. Laberge brings to the Board extensive senior executive experience relevant to our operations and an understanding of the forest products business. She also brings significant corporate governance and public company board experience from a wide variety of companies. Ms. Laberge also has extensive knowledge in financial and accounting matters.

Janine North, age 6364, has served as a director since February 2021. Ms. North is currently a director of Conifex Timber Inc., a forest products company, and Imperial Metals Corporation, a Canadian mining company. She is also a director of the Fraser Basin Council and formerly a director of the BC Ferry Services Corp. Ms. North retired from the Northern Development Initiative Trust in 2016 after serving 11 years as the founding Chief Executive Officer. Ms. North holds a Diploma in Management Studies from the Executive MBA Program at Simon Fraser University and a Bachelor of Science from the University of Alberta. Ms. North brings with her significant public company board experience, and in particular, with companies involved in the resource sector. In particular, she has extensive knowledge and experience relevant to the Company's operations in the forest products industry, including financings and strategic transactions in the industry, as well as corporate governance and talent management.

Torbjörn Lööf, age 60, has served as a director since May 2023. Mr. Lööf is currently a director of Essity AB, a leading global hygiene and health company, listed on Nasdaq Stockholm, Husqvarna Group, a Swedish manufacturer of outdoor power products listed on the Nasdaq Stockholm, and AB Blåkläder, a family-owned company within the workwear industry. Since March 2024, Mr. Lööf has been the chairman of the board of directors of Electrolux AB, a leading global appliance company listed on Nasdaq Stockholm. He was Chief Executive Officer of Inter IKEA Holding (80The Netherlands) from 2016 to 2020 and Chief Executive Officer of Inter IKEA Systems, the world-wide IKEA franchisor and owner of the IKEA concept and brand, from 2013 to 2016. From 1989 to 2013 he held a number of leading positions and roles in different areas at IKEA in Sweden and in Italy, including Managing Director, IKEA of Sweden as of 2007. His role also included different board assignments both as Chairman and member for different IKEA companies, as well as being a member of IKEA Group Management. Mr. Lööf led the acquisition and transaction of 70 companies

~~Company's operations in the forest products industry, including financings and strategic transactions in the industry, as well as corporate governance and talent management.~~(78)

Torbjörn Lööf, age 59, has served as a director since May 2023. Mr. Lööf is currently a director of Essity AB, a leading global hygiene and health company, listed on Nasdaq Stockholm, Husqvarna Group, a Swedish manufacturer of outdoor power products listed on the Nasdaq Stockholm, and AB Blåkläder, a family-owned company within the workwear industry. He was Chief Executive Officer of Inter IKEA Holding (The Netherlands) from 2016 to 2020 and Chief Executive Officer of Inter IKEA Systems, the world-wide IKEA franchisor and owner of the IKEA concept and brand, from 2013 to 2016. From 1989 to 2013 he held a number of leading positions and roles in different areas at IKEA in Sweden and in Italy, including Managing Director, IKEA of Sweden as of 2007. His role also included different board assignments both as Chairman and member for different IKEA companies, as well as being a member of IKEA Group Management. Mr. Lööf led the acquisition and transaction of 70 companies consisting of 26,000 employees in 30 different countries within two years. He developed and launched a new IKEA direction, Three Roads Forward, which is valid until 2025 and constitutes a major strategic shift for IKEA. In addition, he developed and implemented a new strategy which resulted in a complete restructuring for IKEA with the goal to become a global leader in furniture production with world class development and innovation capabilities. Torbjörn Lööf graduated from a Technical Industry program in Sweden and completed his financial education at MCE Management Centre Europe, Brussels.

Thomas Kevin Corrick, age 6869, has served as a director since May 2023. Mr. Corrick served as Chief Executive Officer for Boise Cascade, one of the largest producers of engineered wood products and plywood in North America and a leading U.S. wholesale distributor of building products, from 2015 to 2020. Mr. Corrick began his Boise Cascade career in 1980 in finance, including roles in audit, treasury, and planning, and then moved into several leadership roles with the Wood Products manufacturing division. Under his leadership as Vice President, then Senior Vice President, the engineered wood products business grew to a market leadership position and became one of the key growth and profit engines for the company. He led the acquisition of several mills to fill product and geography gaps and nearly doubled the size of the company’s existing operations. He also focused on the supply chain, and doubled the capacity of the feeder mills supporting the business. Key accomplishments as CEO include implementing a systematic, company-wide focus on mission and values, significantly expanding leadership development and succession planning activities, with a focus on diversity and inclusion, and leading an initiative to create an owner-focused capital allocation strategy and mindset across the company. During his tenure as CEO, the company substantially improved its competitive position by expanding core capacity, selling and closing non-strategic assets, and strengthening its balance sheet by refinancing its entire debt portfolio. Mr. Corrick has served on several advisory committees and boards. He currently serves as a board member for the Treasure Valley YMCA and the St. Luke’s Health System. Previously he served as a director for the Salt Lake City branch of the Federal Reserve Bank of San Francisco and the American Wood Council (AWC), where he served as chair. He received both his bachelor's and master's degrees in business administration from Texas Christian University.

Other Executive Officers

Richard Short, age 5657, has served as Chief Financial Officer and Secretary since June 2023 and was previously the Vice President, Controller since February 2014 and as Controller from November 2010 to February 2014, prior to which he served as Director, Corporate Finance since joining Mercer in 2007. Previous roles include Controller, Financial Reporting from 2006 to 2007 and Director, Corporate Finance from 2004 to 2006 with Catalyst Paper Corporation and Assistant Controller at The Alderwoods Group Inc. Mr. Short holds a Bachelor of Arts in Psychology from the University of British Columbia and has been a member of the Chartered Professional Accountants of Canada since 1993.

Adolf Koppensteiner, age 6263, has been Chief Operating Officer, Pulp Products since August 2022, and previously servied as Chief Operating Officer since January 1, 2018 and has served as Managing Director, Operations and Technical of the Stendal mill since October 2013. Previously, he served as Mill Manager at the Rosenthal mill since joining Mercer in 2007. In the past, Mr. Koppensteiner was Managing Director of Kvaerner Central Europe, where he was responsible for sales and service for fifteen years. His whole career has been in the pulp and paper industry, where he has held a variety of positions building up significant experience in engineering, project work, and pulp mill start-ups, as well as the development and optimization of operating processes.

~~(81)~~Wolfram Ridder, age 63, has served as Senior Vice President of Innovation & Government Relations since February 2023, and previously served as Vice President of Business Development from 2005. Prior to this, he served as Managing Director at Mercer’s Stendal mill from 2001 to 2005. Mr. Ridder also served as Vice President Pulp Operations, Assistant to Chief Executive Officer from 1999 to 2005 and Assistant Managing Director at the Rosenthal mill from 1995 to 1998. Prior to joining Mercer, Mr. Ridder worked as a Scientist for pulping technology development at the German Federal Research Center for Wood Science and Technology in Hamburg from 1988 to 1995. Mr. Ridder has a Master of Business Administration and a Master of Wood Science and Forest Product Technology from Hamburg University.

~~Wolfram~~Cindy ~~Ridder~~Alekson, age 6251, has served as Vice President, ofController ~~Business Development~~ since ~~2005,~~April ~~prior to which he served as Managing Director at Mercer’s Stendal mill from 2001 to 2005~~2023. ~~Mr.~~Before ~~Ridder also served as Vice President Pulp Operations~~this, ~~Assistant~~she toheld ~~CEO~~the ~~from~~position ~~1999~~of ~~to 2005 and Assistant Managing~~ Director, atExternal ~~the~~Reporting ~~Rosenthal~~since ~~mill from 1995 to 1998. Prior to~~ joining Mercer, ~~Mr. Ridder worked as a Scientist for pulping technology development at the German Federal Research Center for Wood Science and Technology~~ in ~~Hamburg~~November ~~from 1988 to 1995~~2011. ~~Mr.~~Her ~~Ridder~~previous ~~has~~roles ainclude ~~Master of Business Administration and a Master of Wood Science and Forest Product Technology from Hamburg University.~~

Leonhard Nossol, age 66, has served as our Group Controller for Europe since August 2005. He was also Managing Director of Rosenthal from 1997 until March 2023. In October 2023, he was appointed Managing Director of our Celgar mill. Before joining Mercer, Mr. Nossol was Director, Finance and Administration for a German household appliance producer from 1992 to 1997. Prior to this, he was Operations Controller at Grundig AG (~~consumer electronics~~79) ~~in Nürnberg. Mr. Nossol holds a Political Science degree from Freie Universität Berlin and a degree in Business Management from the University of Applied Sciences in Berlin.~~

Cindy Alekson, age 50, has served as Vice President, Controller since April 2023. Before this, she held the position of Director, External Reporting since joining Mercer in November 2011. Her previous roles include management positions responsible for financial reporting for public companies across several industries, including mining, high-tech and consumer products. Ms. Alekson holds a Bachelor of Science degree from the University of British Columbia and is a member of the Chartered Professional Accountants of British Columbia.

Genevieve Stannus, age 5354, has served as Vice President, Treasurer since February 2021 and as Treasurer from July 2005 to February 2021, prior to which she served as Senior Financial Analyst since joining Mercer in August 2003. Prior to her role at Mercer, Ms. Stannus held Senior Treasury Analyst positions with Catalyst Paper Corporation and Pacifica Papers Inc. Ms. Stannus has over twenty years of experience in the forest products industry. She is a member of the Chartered Professional Accountants of Canada.

~~Brian~~Dr. ~~Merwin~~Carsten Merforth, age 5058, has served as ~~Senior~~Chief ~~Vice~~Operating ~~President~~Officer, ~~Mass~~Wood ~~Timber~~Products since ~~June~~August ~~2023~~2022, ~~and~~prior ~~was~~to ~~previously~~which he was the ~~Vice~~Managing ~~President,~~Director ~~Corporate~~of ~~Development,~~the Friesau mill since ~~February~~April ~~2019,~~2017. ~~and~~Dr. ~~Vice~~Merforth ~~President,~~was ~~Strategic~~previously ~~Initiatives~~the ~~since~~managing ~~February~~director ~~2009.~~of ~~Mr.~~several ~~Merwin~~high-capacity ~~previously~~sawmills ~~held~~for ~~roles~~Rettenmeier ~~within~~Holding ~~Mercer~~AG ~~such~~from as2000 ~~Director,~~to ~~Strategic~~2010 and ~~Business~~from ~~Initiatives,~~2013 to 2014 and ~~Business~~Pfeifer ~~Analyst~~Holz GmbH from 2010 to 2012. MrDr. ~~Merwin~~Merforth ~~has~~serves as a ~~Master~~board member of ~~Business~~the ~~Administration~~German ~~from~~Sawmill ~~the~~Association ~~Richard~~DeSH ~~Ivey~~and ~~School~~is the Vice President of ~~Business~~the inMain ~~Ontario,~~Association ~~Canada~~of ~~and~~the aGerman ~~Bachelor~~Wood ofIndustry ~~Commerce~~HDH. ~~degree~~He ~~from~~is also the ~~University~~spokesperson offor ~~British~~the ~~Columbia,~~Raw ~~Canada~~Wood Working Group. He ~~has~~holds ~~over~~a 18Master ~~years~~ of ~~industry~~Forestry ~~experience,~~from ~~including~~Georg ~~M&A,~~August ~~corporate~~University ~~development,~~and ~~strategy,~~a ~~capital~~Doctorate ~~projects,~~of ~~innovation~~Forestry ~~and~~Economics ~~business~~from ~~integration~~Albert Ludwigs University.

~~Dr.~~Wolfgang ~~Carsten Merforth~~Beck, age 5751, has served as ~~Chief~~Senior ~~Operating~~Vice ~~Officer~~President, ~~Wood~~Global ~~Products~~Product Sourcing since ~~August~~September ~~2022~~1, ~~prior to which he was the Managing Director of the Friesau mill since April 2017~~2022. DrMr. ~~Merforth~~Beck ~~was~~has ~~previously~~served ~~the~~in ~~managing~~different ~~director~~leading offunctions ~~several~~in ~~high-capacity~~Mercer’s ~~sawmills~~German ~~for~~wood ~~Rettenmeier~~business ~~Holding~~since AG2005, ~~from~~and ~~2000~~most torecently, ~~2010~~he ~~and~~was ~~from~~Managing ~~2013~~Director toof ~~2014~~Mercer ~~and Pfeifer~~ Holz ~~GmbH~~since ~~from~~2016. ~~2010~~In tothe ~~2012.~~past, DrMr. ~~Merforth~~Beck ~~serves~~worked asfor a ~~board member of the~~ German ~~Sawmill~~state ~~Association~~forest ~~DeSH~~organization and isin the ~~Vice~~German ~~President~~financial ofsector at the ~~Main~~beginning ~~Association~~ of ~~the~~his ~~German Wood Industry HDH~~career. He ishas ~~also~~been ~~the~~Managing ~~spokesperson~~Director ~~for~~of ~~the~~wood2M ~~Raw~~since ~~Wood~~2016, ~~Working~~a ~~Group.~~Joint HeVenture ~~holds~~Company aof ~~Master~~Mercer ofand ~~Forestry~~another ~~from~~Pulp ~~Georg~~and ~~August~~Paper ~~University~~Manufacturer. ~~and~~Mr. Beck is a ~~Doctorate~~committee ofchairman ~~Forestry~~or ~~Economics~~member ~~from~~of ~~Albert~~various ~~Ludwigs~~wood ~~University~~industry associations.

~~Wolfgang~~Guy ~~Beck~~Arguin, age 5060, has served as Chief Human Resources Officer since January 2022, prior to which he was Senior Vice President, Human Resources for the Global ~~Product~~Resources ~~Sourcing~~sector ~~since~~of ~~September~~SNC-Lavalin 1,and ~~2022.~~Senior ~~Mr.~~Vice ~~Beck~~President ~~has~~Human ~~served~~Resources inand ~~different~~Human ~~leading~~Resources ~~functions~~Director inroles ~~Mercer’s~~with ~~German~~British ~~wood~~American ~~business~~Tobacco ~~since~~across ~~2005,~~the ~~and~~Middle ~~most~~East, ~~recently~~Northern Europe, heFrance ~~was~~and ~~Managing~~Canada. ~~Director~~Mr. ofArguin ~~Mercer~~started ~~Holz~~his ~~since~~professional ~~2016.~~career Inwith ~~the~~Domtar ~~past,~~in Montreal. Mr. ~~Beck~~Arguin ~~worked~~has ~~for~~diverse aHuman ~~German~~Resources ~~state~~experiences ~~forest~~across ~~organization~~several sectors, such as Engineering and inConsulting ~~the~~Services, ~~German~~Oil ~~financial~~& ~~sector~~Gas, atMining, ~~the~~Consumer ~~beginning~~Products ofand ~~his~~Pulp ~~career~~and Paper. HeMr. ~~has~~Arguin ~~been~~holds ~~Managing~~a ~~Director~~Master’s ofDegree ~~wood2M~~in ~~since~~Industrial ~~2016,~~Relations aand ~~Joint~~Human ~~Venture~~Resources ~~Company~~from ofthe ~~Mercer~~Universite ~~and~~du ~~another~~Quebec ~~Pulp~~en Outaouais and ~~Paper~~a ~~Manufacturer.~~Bachelor Mrof Arts in Industrial Relations from McGill University. ~~Beck~~He is also a ~~committee~~Certified ~~chairman~~Human orResources ~~member~~Professional and a certified Executive Coach from the Academy of ~~various~~Executive ~~wood~~Coaching ~~industry~~in ~~associations~~the U.K.

Guy Arguin, age 59, has served as Chief Human Resources Officer since January 2022, prior to which he was Senior Vice President, Human Resources for the Global Resources sector of SNC-Lavalin and Senior Vice President Human Resources and Human Resources Director roles with British American Tobacco across the Middle East, Northern Europe, France and Canada. Mr. Arguin started his professional career with Domtar in Montreal. Mr. Arguin has diverse Human Resources experiences across several sectors, such as

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Engineering and Consulting Services, Oil & Gas, Mining, Consumer Products and Pulp and Paper. Mr. Arguin holds a Master’s Degree in Industrial Relations and Human Resources from the Universite du Quebec en Outaouais and a Bachelor of Arts in Industrial Relations from McGill University. He is also a Certified Human Resources Professional and a certified Executive Coach from the Academy of Executive Coaching in the U.K.

We also have experienced mill managers at all of our mills who have operated through multiple business cycles in the pulp industry.

Code of Business Conduct and Ethics and Anti-Corruption Policy

The Board has adopted a Code of Business Conduct and Ethics that applies to our directors, employees and executive officers and an Anti-Corruption Policy. The code and the policy are available on our website at www.mercerint.com/our-company/governance/. Copies of the code and the policy may also be obtained without charge upon request to Investor Relations, Mercer International Inc., Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada V6C 1G8 (Telephone: (604) 684-1099).

The remaining information required by this Item 10 is incorporated herein by reference to the sections entitled “Proposal 1 - Election of Directors”, “Share Ownership of Certain Beneficial Owners”, “Corporate Governance and Board Matters” and “Corporate Governance and Board Matters – Delinquent Section 16(a) Insider Reports” in our proxy statement relating to our annual meeting to be held in ~~2024~~2025.

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ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated by reference from the proxy statement relating to our annual meeting to be held in ~~2024~~2025.

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 from the proxy statement relating to our annual meeting to be held in ~~2024~~2025.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated herein by reference to the section entitled “Corporate Governance and Board Matters – Review and Approval of Related Party Transactions” of our proxy statement relating to our annual meeting to be held in ~~2024~~2025.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item 14 is incorporated by reference from the section entitled “Independent Registered Public Accounting Firm – Fees of Independent Registered Public Accounting Firm” of our proxy statement relating to our annual meeting to be held in ~~2024~~2025.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

	Page
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 271)	8684
Consolidated Statements of Operations	8987
Consolidated Statements of Comprehensive Income (Loss)	8987
Consolidated Balance Sheets	9088
Consolidated Statements of Changes in Shareholders’ Equity	9189
Consolidated Statements of Cash Flows	9290
Notes to the Consolidated Financial Statements	9391

(a)(2) Financial Statement Schedules

All schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

(a)(3) Exhibits

Exhibits that are not filed herewith have been previously filed with the SEC and are incorporated herein by reference.

Exhibit No.		Description of Exhibit
3.1		Articles of Incorporation of Mercer International Inc., as amended. Incorporated by reference from Form 8-A filed March 2, 2006.
3.2		Bylaws of Mercer International Inc. Incorporated by reference from Form 10-K filed February 17, 2022.
4.1		Indenture dated December 20, 2017 between Mercer International Inc. and Wells Fargo Bank, National Association, as trustee, relating to the 2026 Senior Notes. Incorporated by reference from Form 8-K filed December 20, 2017.
4.2		Description of Securities. Incorporated by reference from Form 10-K filed February 13, 2020.
4.3		Indenture dated January 26, 2021 between Mercer International Inc. and Wells Fargo Bank, National Association, as trustee, relating to the 2029 Senior Notes. Incorporated by reference from Form 8-K filed January 26, 2021.
4.4		Indenture dated September 21, 2023 between Mercer International Inc. and Computershare Trust Company, N.A., as trustee, relating to the 2028 Senior Notes. Incorporated by reference from Form 8-K filed September 21, 2023.
10.1		Revolving Credit Facility Agreement dated January 21, 2022 among Mercer Peace River Pulp Ltd., Mercer Celgar Limited Partnership and Mercer Forestry Services Ltd. et al. and Royal Bank of Canada, as Agent and the other Lenders thereto. Incorporated by reference from Form 10-K filed February 17, 2022.
10.2		~~Revolving~~First ~~Facility~~Amendment to Credit Agreement dated ~~September~~June 1510, ~~2022~~2024 among ~~Zellstoff-Und Papierfabrik Rosenthal GmbH,~~ Mercer ~~Timber~~Peace ~~Products~~River ~~GmbH,~~Pulp ~~Zellstoff Stendal GmbH~~Ltd., Mercer ~~Holz~~Celgar ~~GmbH,~~Limited ~~Stendal~~Partnership ~~Pulp~~and ~~Holding~~Mercer ~~GmbH,~~Forestry ~~Zellstoff~~Services ~~Stendal~~Ltd. ~~Transport~~et ~~GmbH,~~al. ~~Mercer~~and ~~Timber~~Royal ~~Products Stendal GmbH, Unicredit~~ Bank ~~AG,~~of ~~Commerzbank AG~~Canada, ~~Berlin~~as ~~Branch,~~Agent ~~Landesbank Baden-Württemberg~~ and ~~Unicredit~~the ~~Bank~~other AGLenders thereto. Incorporated by reference from Form 10-Q filed ~~October~~April 278, ~~2022~~2024.
10.3		~~Amendment~~Revolving ~~and~~Facility ~~Restatement~~ Agreement dated ~~March~~September 2215, ~~2023~~2022 among ~~Mercer~~Zellstoff-Und Papierfabrik Rosenthal GmbH, Mercer Timber Products GmbH, ~~Mercer~~Zellstoff Stendal GmbH, Mercer Holz GmbH, Stendal Pulp Holding GmbH, Zellstoff Stendal Transport GmbH, Mercer Timber

(8482)

		Europe GmbH, Mercer Stendal Logistik GmbH, Mercer Timber Products Stendal GmbH, Mercer Torgau GmbH & Co. KG, Unicredit Bank AG, Commerzbank AG, Berlin Branch, Landesbank Baden-Württemberg and others relating to Revolving Facility Agreement dated September 15, 2022. Incorporated by reference from Form 10-Q filed May 4, 2023.
		Products Stendal GmbH, Unicredit Bank AG, Commerzbank AG, Berlin Branch, Landesbank Baden-Württemberg and Unicredit Bank AG. Incorporated by reference from Form 10-Q filed October 27, 2022.
10.4†		Form of Trustee’s Indemnity Agreement between Mercer International Inc. and its Trustees. Incorporated by reference from Form 10-K filed March 31, 2003.
10.4		Amendment and Restatement Agreement dated March 22, 2023 among Mercer Rosenthal GmbH, Mercer Timber Products GmbH, Mercer Stendal GmbH, Mercer Holz GmbH, Mercer Europe GmbH, Mercer Stendal Logistik GmbH, Mercer Timber Products Stendal GmbH, Mercer Torgau GmbH & Co. KG, Unicredit Bank AG, Commerzbank AG, Berlin Branch, Landesbank Baden-Württemberg and others relating to Revolving Facility Agreement dated September 15, 2022. Incorporated by reference from Form 10-Q filed May 4, 2023.
10.5†		Form of Trustee’s Indemnity Agreement between Mercer International Inc. and its Trustees. Incorporated by reference from Form 10-K filed March 31, 2003.
10.6†		Mercer International Inc. 2022 Stock Incentive Plan. Incorporated by reference from Appendix A to Mercer International Inc.’s definitive proxy statement on Schedule 14A filed April 18, 2022.
10.6†		Employment Agreement dated October 2, 2006 between Stendal Pulp Holding GmbH and Wolfram Ridder. Incorporated by reference from Form 8-K filed October 3, 2006.
10.7†		Employment Agreement dated October 2, 2006 between Stendal Pulp Holding GmbH and Wolfram Ridder. Incorporated by reference from Form 8-K filed October 3, 2006.
10.7†		Second Amended and Restated Employment Agreement between Mercer International Inc. and Jimmy S.H. Lee, dated for reference September 29, 2015. Incorporated by reference from Form 8-K filed September 29, 2015.
10.8†		Chief Operating Officer and Managing Director Service Agreement, as amended, dated June 1, 2019 between Stendal Pulp Holding GmbH and Adolf Koppensteiner. Incorporated by reference from Form 10-K filed February 13, 2020.
10.9†		Employment Agreement between Mercer International Inc. and Juan Carlos Bueno, dated March 11, 2022. Incorporated by reference from Form 8-K filed March 16, 2022.
10.10†*		Employment Agreement between Mercer International Inc. and Richard Short, dated April 14, 2015.
10.10†		Employment Agreement between Mercer International Inc. and Richard Short, dated April 14, 2015. Incorporated by reference from Form 10-K filed February 15, 2024.
19.1*		Securities Law Compliance Policy.
21.1*		List of Subsidiaries of Registrant.
23.1*		Consent of PricewaterhouseCoopers LLP.
31.1*		Section 302 Certificate of Chief Executive Officer.
31.2*		Section 302 Certificate of Chief Financial Officer.
32.1*		Section 906 Certificate of Chief Executive Officer.
32.2*		Section 906 Certificate of Chief Financial Officer.
97.1*		Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1 - Mercer International Inc. Clawback Policy.
97.1		Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1 - Mercer International Inc. Clawback Policy. Incorporated by reference from Form 10-K filed February 15, 2024.
101*		The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, formatted in inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Statements of Operations; (ii) Consolidated Statements of Comprehensive Income (Loss); (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Changes in Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial Statements.
104*		The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, has been formatted in iXBRL.

* Filed herewith.

† Denotes management contract or compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

None.

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Report of Independent Registered Public Accounting Firm

To the ~~Shareholders and~~ Board of Directors and Shareholders of Mercer International Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Mercer International Inc. and its subsidiaries (together, the Company) as of December 31, ~~2023~~2024 and ~~2022~~2023, and the related consolidated statements of operations, of comprehensive income (loss), of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, ~~2023~~2024, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control –‒ Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2023~~2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control –‒ Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under ~~item~~Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. 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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements 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

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