MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those stated and implied in any forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly under the headings "Risk Factors" and "Forward-Looking Statements."
The following generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussion of historical items in 2023, and year-to-year comparisons between 2024 and 2023, can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025, under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The consolidated financial statements have been prepared in United States ("U.S.") dollars and in conformity with accounting principles generally accepted in the United States (''U.S. GAAP'') and may not be indicative of the Company's future performance.
EXECUTIVE SUMMARY
Full-year 2025 net income was $132 million ($3.24 per diluted share) compared with $302 million ($7.18 per diluted share) for 2024. Net sales decreased to $3.4 billion in the current year compared with $3.8 billion in 2024. Cash from continuing operations was $268 million in the current year compared to $469 million in the prior year. Adjusted EBITDA was $448 million in 2025 compared with $632 million in 2024. Additionally, our 2025 adjusted EBITDA margin was 13% compared to 17% in the prior year and free cash flow was $44 million compared to $248 million last year.
Comparing our performance in 2025 to 2024, challenging industry conditions contributed to lower volumes of uncoated freesheet across all three of our regions. Price and mix were unfavorable in Europe and Latin America but improved in North America. Planned maintenance outages were significantly higher due to two outages in Europe compared with one in the previous year. Europe and North America benefited from lower unabsorbed fixed costs due to reduced economic manufacturing downtime in 2025. Input costs and operations were unfavorable in all of our regions compared to 2024. We generated $44 million in free cash flow this year and returned $155 million in cash to shareowners. We also reinvested $224 million across our manufacturing network and Brazil forestlands to strengthen our low-cost position.
Looking ahead, 2026 will be a transition year for North America as we work through short-term capacity constraints with the Riverdale supply agreement exit and the execution of investments at our Eastover mill. We are prioritizing strategic projects with the fastest payback so that 2027 and beyond reflects lower costs, higher efficiency, and stronger cash conversion potential. We strive to create long-term shareowner value by executing our strategy and delivering on our investment thesis. Keeping a strong financial position is the cornerstone of our capital allocation framework. This allows us to reinvest in our business to strengthen our competitive advantages through the cycle and to increase future earnings and cash flow.
RESULTS OF OPERATIONS
When reading our financial statements and the information included in this Annual Report on Form 10-K, it should be considered that we have experienced, and continue to experience, several material trends and uncertainties that have affected our financial condition and results of operations and that could affect future performance. We believe that the following material trends and uncertainties are important to understanding our business.
Macroeconomic Conditions
The Company's operating results are typically closely tied to changes in the general economic conditions in Europe, Latin America and North America, as well as general global economic conditions. The Company's profitability and operating results are dependent on the price of our products and the market price of raw materials (primarily wood fiber and chemicals), energy sources and third-party transport of our goods. Historically, economic and market shifts, inflationary pressures, fluctuations in
capacity and changes in foreign currency exchange rates have created changes in prices, sales volume and margins for our products.
Consumer Behavior
Factors that impact the demand for our products include general macroeconomic conditions, consumer preferences, movements in currency exchange rates, consumer spending, commercial printing and advertising activity, adoption of electronic mediums, and white-collar employment and the shift to hybrid work models.
DESCRIPTION OF BUSINESS SEGMENTS
The Company's reportable business segments, Europe, Latin America and North America, are organized by geography and are consistent with the internal structure used to manage these businesses. Each of our segments derive their revenue from the manufacture and sale of paper and pulp products. The following summary describes the products and services offered in each of the segments as of December 31, 2025:
Europe
Our Europe segment produces a broad portfolio of uncoated freesheet papers for numerous uses and applications, and market pulp. We operate two integrated mills in the region, one in Saillat, France and one in Nymölla, Sweden. Located in the Limousin region of France, the Company's Saillat mill produces both paper and market pulp. It is the only mill in France to cover the entire production process from wood harvesting to paper, and is one of the leading cutsize producers in France and Western Europe. The Saillat mill produces UFS papers, such as copy paper, and value-added products such as tinted paper and colored laser printing paper under leading brands such as REY. In 2025, we made investments in our finished roll production capabilities to improve our product mix and also allow us to enhance our business in graphic and high-speed inkjet printing papers under the brand Berga. The Saillat mill has some of the highest environmental credentials for our products. In January 2023, the Company acquired a paper mill in Nymölla, Sweden. The integrated mill has two pulp lines and the capacity to produce approximately 500,000 short tons of uncoated freesheet on two paper machines. The mill produces several brands, including Multicopy, and paper used for office printing, business forms, digital printing, offset for printing books and much more. The Nymölla mill has an excellent environmental footprint, which complements Sylvamo's purpose to produce paper in the most responsible and sustainable ways.
Latin America
Our Latin American segment focuses on uncoated freesheet paper and market pulp, supported by the management of approximately 250,000 acres of certified eucalyptus forestlands in Brazil. With a total uncoated freesheet paper capacity exceeding 1.1 million short tons, our three mills in Brazil serve both regional and international markets, being a key supplier in Latin America and a solid global exporter, reaching customers worldwide. Our portfolio includes market-leading brands such as Chamex and Chamequinho copy papers, widely recognized by consumers and distribution channels for their superior quality. Additionally, Chambril offset papers are trusted by printers and converters for their versatility and reliability across various applications. Chambril is available in a wide range of basis weights and specifications to meet the demands of books, notebooks, inserts, leaflets, and industrial end-use requirements. All the products are primarily made from sustainably sourced eucalyptus, which is cultivated and harvested in less than seven years. Latin America operations combine sustainable forestry practices, operational excellence, strong brands and global distribution network.
North America
Our North American segment manufactures uncoated freesheet papers at its mills in Eastover, South Carolina and Ticonderoga, New York and has an offtake agreement to purchase the uncoated papers produced by International Paper's Riverdale mill in Selma, Alabama. This offtake agreement is expected to terminate in May 2026. The North American papers business comprises three product lines, Imaging Papers, Commercial Printing Papers and Converting Papers. The imaging papers business, which comprises roughly half of the North American segment's volume, produces copy paper for use in copiers, desktop and laser printers and digital imaging. These products are important for office use, home office use and in businesses such as education, healthcare and financial services. The commercial printing business comprises about 17% of the North American segment's volume, and end-use applications in the commercial printing business include advertising and promotional materials such as brochures, pamphlets, greeting cards, books, annual reports and direct mail. The converting business manufactures a variety of grades that are converted by our customers into envelopes, tablets, business forms, file folders and several specialty grades.
Uncoated papers are sold under private label and brand names that include Hammermill®, Springhill®, Williamsburg, Accent®, DRM® and Postmark®.
BUSINESS SEGMENT RESULTS
Management provides business segment operating profit, a non-GAAP financial measure, to supplement our GAAP financial information, and it should be considered in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Management believes that business segment operating profit provides investors and analysts useful insights into our operating performance. Business segment operating profit is reconciled to Income from continuing operations before income taxes, the most directly comparable GAAP measure. Business segment operating profit may be determined or calculated differently by other companies and therefore may not be comparable among companies.
The following table presents a comparison of income from continuing operations before income taxes to business segment operating profit:
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions for the years ended December 31
|
|
2025
|
|
2024
|
|
|
Income From Continuing Operations Before Income Taxes
|
|
$
|
199
|
|
|
$
|
405
|
|
|
|
Interest expense (income), net
|
|
39
|
|
|
39
|
|
|
|
Foreign exchange on intercompany note
|
|
(1)
|
|
|
-
|
|
|
|
Corporate special items, net (b)
|
|
1
|
|
|
-
|
|
|
|
Other special items, net (b)
|
|
13
|
|
|
9
|
|
|
|
Business Segment Operating Profit(a)
|
|
$
|
251
|
|
|
$
|
453
|
|
|
|
Europe
|
|
$
|
(112)
|
|
|
$
|
10
|
|
|
|
Latin America
|
|
100
|
|
|
150
|
|
|
|
North America
|
|
263
|
|
|
293
|
|
|
|
Business Segment Operating Profit (Loss) (a)
|
|
$
|
251
|
|
|
$
|
453
|
|
|
(a) We define business segment operating profit as our income from continuing operations before income taxes calculated in accordance with GAAP, excluding net interest expense (income), foreign exchange on a note receivable from our Brazilian subsidiary and net special items. We believe that business segment operating profit is an important indicator of operating performance as it is a measure reported to our management for purposes of making decisions about allocating resources to our business segments and assessing the performance of our business segments.
(b) Net special items represent income or expenses that are incurred periodically, rather than on a regular basis. Net special items in the periods presented primarily include the impairment of goodwill in our France reporting unit, charges related to the termination of the Georgetown mill offtake agreement, environmental reserves in Brazil, legal fees related to the Brazil Tax Dispute, a loss related to forest fires in Brazil, foreign VAT refunds, transaction and integration costs related to the Nymölla acquisition and certain severance costs related to our salaried workforce.
The following tables present Sales and Operating profit (loss), which is the Company's measure of segment profitability, for each of the Company's segments. See Note 15 Financial Information by Business Segment and Geographic Areato our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information on the Company's segments.
Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions for the years ended December 31
|
|
2025
|
|
2024
|
|
Sales
|
|
$
|
741
|
|
|
$
|
801
|
|
|
Operating Profit (Loss)
|
|
$
|
(112)
|
|
|
$
|
10
|
|
For the year ended December 31, 2025, our Europe segment sales decreased $60 million compared to the same period in 2024, primarily due to lower sales price and mix ($74 million) and lower volumes ($28 million), partially offset by significant favorable foreign exchange impacts.
Europe operating profit for the year ended December 31, 2025 was $122 million lower than the same period in 2024 as lower sales price and mix ($73 million), higher planned maintenance outages ($39 million), higher operating costs ($16 million) and higher input costs ($8 million), primarily for wood, more than offset lower unabsorbed costs due to economic downtime ($10 million) and higher volumes ($4 million).
Latin America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions for the years ended December 31
|
|
2025
|
|
2024
|
|
Sales
|
|
$
|
904
|
|
|
$
|
974
|
|
|
Operating Profit
|
|
$
|
100
|
|
|
$
|
150
|
|
For the year ended December 31, 2025, our Latin America segment sales decreased $70 million compared to the same period in 2024, primarily driven by lower sales price and mix ($27 million), lower volumes ($36 million) and unfavorable foreign exchange impacts.
Operating profit for Latin America for the year ended December 31, 2025 was $50 million lower than the same period in 2024, primarily driven by the impact of lower sales price and mix ($26 million), higher operating costs ($24 million), higher planned maintenance outages ($3 million) and lower volumes ($9 million) which more than offset lower input costs ($12 million), primarily for energy, pulp and distribution costs.
North America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions for the years ended December 31
|
|
2025
|
|
2024
|
|
Sales
|
|
$
|
1,754
|
|
|
$
|
2,029
|
|
|
Operating Profit
|
|
$
|
263
|
|
|
$
|
293
|
|
For the year ended December 31, 2025, our North America segment sales decreased $275 million, compared to the same period in 2024, driven by lower volumes ($292 million) primarily due to the termination of the Georgetown mill offtake agreement which more than offset higher sales price and mix ($19 million).
Operating profit for North America for the year ended December 31, 2025 was $30 million lower than the same period in 2024 as lower volumes ($71 million) and higher input costs ($21 million), primarily for energy and chemicals, more than offset lower unabsorbed costs due to economic downtime ($26 million), higher sales price and mix ($19 million), lower operating costs ($12 million) and lower planned maintenance outages ($5 million).
NON-GAAP FINANCIAL MEASURES
Management provides Adjusted EBITDA, a non-GAAP financial measure, to supplement our GAAP financial information, and it should be considered in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Management uses this measure in managing the operating performance of our business and believes that Adjusted EBITDA provide investors and analysts meaningful insights into our operating performance and is a relevant metric for the third-party debt. Adjusted EBITDA is reconciled to Net income, the most directly comparable GAAP measure. Adjusted EBITDA may be determined or calculated differently by other companies and therefore may not be comparable among companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions for the years ended December 31
|
2025
|
|
2024
|
|
Net Income
|
$
|
132
|
|
|
$
|
302
|
|
|
Income tax provision
|
67
|
|
|
103
|
|
|
Interest expense (income), net
|
39
|
|
|
39
|
|
|
Depreciation, amortization and cost of timber harvested
|
179
|
|
|
159
|
|
|
Stock-based compensation
|
18
|
|
|
23
|
|
|
Foreign exchange on intercompany note
|
(1)
|
|
|
-
|
|
|
Net special items expense (income) (a)
|
14
|
|
|
6
|
|
|
Adjusted EBITDA (b)
|
$
|
448
|
|
|
$
|
632
|
|
|
Net Sales
|
$
|
3,351
|
|
|
$
|
3,773
|
|
|
Adjusted EBITDA Margin
|
13
|
%
|
|
17
|
%
|
(a) Net special items represent income or expenses that are incurred periodically, rather than on a regular basis. Net special items in the periods presented primarily include the impairment of goodwill in our France reporting unit, charges related to the termination of the Georgetown mill offtake agreement, environmental reserves in Brazil, legal fees related to the Brazil Tax Dispute, foreign VAT refunds, transaction and integration costs related to the Nymölla acquisition and certain severance costs related to our salaried workforce.
(b) We define Adjusted EBITDA (non-GAAP) as net income (GAAP), net of taxes plus the sum of income taxes, net interest expense (income), depreciation, amortization and cost of timber harvested, stock-based compensation, foreign exchange on a note receivable from our Brazilian subsidiary, and, when applicable for the periods reported, special items.
Free cash flow is a non-GAAP measure and the most directly comparable GAAP measure is cash provided by operating activities. Management believes that free cash flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet and service debt, and return cash to shareowners. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. By adjusting for certain items that are not indicative of the Company's ongoing performance, free cash flow also enables investors to perform meaningful comparisons between past and present periods.
The following are reconciliations of cash provided by operating activities to free cash flow:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions for the years ended December 31
|
|
2025
|
|
2024
|
|
Cash provided by operating activities
|
|
$
|
268
|
|
|
$
|
469
|
|
|
Adjustments:
|
|
|
|
|
|
Cash invested in capital projects
|
|
(224)
|
|
|
(221)
|
|
|
Free Cash Flow
|
|
$
|
44
|
|
|
$
|
248
|
|
The non-GAAP financial measures presented in this Annual Report on Form 10-K as referenced above have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. In addition, because not all companies utilize identical calculations, the Company's presentation of non-GAAP measures in this Annual Report on Form 10-K may not be comparable to similarly titled measures disclosed by other companies, including companies in the same industry as the Company.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our ability to fund the Company's cash needs depends on our ongoing ability to generate cash from operations and obtain financing on acceptable terms. Based upon our history of generating strong operating cash flow, we believe we will be able to meet our short-term liquidity needs. We believe we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities, available cash balances and available borrowings through the issuance of third-party debt, as needed.
A major factor in our liquidity and capital resource planning is our generation of operating cash flow, which is highly sensitive to changes in the pricing and demand for our products. While changes in key operating cash costs, such as raw materials, energy, mill outages and distribution expenses do have an effect on operating cash generation, we believe that our focus on commercial and operational excellence, as well as our ability to manage costs and working capital, will provide sufficient cash flow generation to meet our operational and capital spending needs.
The terms of the agreements governing our debt contain customary limitations as well as other provisions. These provisions may also restrict our business and, in the event we cannot meet the terms of those provisions, may adversely impact our financial condition, results of operations or cash flows.
Operating Activities
Cash provided by operating activities totaled $268 million for the year ended December 31, 2025, compared with cash provided by operating activities of $469 million for the year ended December 31, 2024. The decrease in cash provided by operating activities in 2025 relates primarily to lower net income and timing of cash flows related to working capital.
Cash used for working capital components (accounts and notes receivable, inventories, accounts payable and accrued liabilities, and other) was $79 million for the year ended December 31, 2025, compared with cash used for working capital components of $8 million for the year ended December 31, 2024. Working capital components for the year ended December 31, 2025 reflect $33 million of cash provided by accounts and notes receivable. This activity was offset by $14 million, $52 million and $46 million of cash used for inventories, accounts payable and accrued liabilities, and other operating activities, respectively.
Investment Activities
The total cash outflow from investing activities for the year ended December 31, 2025 increased from the year ended December 31, 2024, due to increased capital spending.
The following table shows capital spending by our business segments and corporate:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions for the years ended December 31
|
|
2025
|
|
2024
|
|
Europe
|
|
$
|
36
|
|
|
$
|
27
|
|
|
Latin America
|
|
116
|
|
|
140
|
|
|
North America
|
|
71
|
|
|
53
|
|
|
Corporate
|
|
1
|
|
|
1
|
|
|
Total
|
|
$
|
224
|
|
|
$
|
221
|
|
Capital spending primarily consists of purchases of machinery and equipment and reforestation related to our global mill operations. As a percentage of depreciation, amortization and cost of timber harvested, capital spending totaled 125% and 139% for the years ended December 31, 2025 and 2024, respectively.
Financing Activities
Cash used for financing activities for the year ended December 31, 2025 primarily reflects the payments of $11 million, $45 million, $111 million, and $12 million on our outstanding principal debt balances for Term Loan A, the AR Securitization, Revolving Credit Facility, and Term Loan F-2, respectively. These amounts are primarily offset by draws on our Revolving Credit Facility and AR Securitization of $178 million and $47 million, respectively. During the year ended December 31, 2025, the Company also paid $73 million in dividends and paid $82 million to repurchase shares pursuant to our share repurchase program.
Cash used for financing activities for the year ended December 31, 2024 primarily reflects the payments of $218 million, $49 million, $35 million, $10 million, and $3 million on our outstanding principal debt balances for Term Loan F, Term Loan A, the AR Securitization, Revolving Credit Facility, and Term Loan F-2, respectively. Additionally, payments of $93 million were made to redeem, at a premium, the full value of our 7.00% Senior Notes and pay $5 million in debt issuance costs in connection with the debt refinancing in the third quarter of 2024. These amounts are primarily offset by the issuance of Term Loan F-2, draws on our Revolving Credit Facility, and AR Securitization of $235 million, $10 million, and $6 million, respectively. During the year ended December 31, 2024, the Company also paid $62 million in dividends and paid $69 million to repurchase shares pursuant to our share repurchase program.
Contractual Obligations
Contractual obligations for future payments at December 31, 2025 primarily relate to lease commitments, raw material purchase obligations and principal debt payments. Operating and financing leases represent minimum required lease payments during the noncancelable lease term. Most real estate leases also require payment of related operating expenses such as taxes, insurance, utilities, and maintenance, which are not included in our estimated capital lease obligation. Our total estimated lease obligations total $27 million in 2026, an average of $11 million from 2027 to 2031 and $11 million thereafter.
At December 31, 2025, contractual obligations for future payments of long-termdebt maturities by calendar year were as follows: 2026 - $20 million; 2027 - $370 million; 2028 - $23 million; 2029 - $189 million; 2030 - $12 million; thereafter - $161 million. In addition, at December 31, 2025 there is an outstanding balance of $67 million related to a cash flow-based revolving credit facility which matures in 2029.
Purchase obligations for commercial commitments include inventory obligations to purchase raw materials, including starch, electricity, fuel oil, corrugated boxes, wood and Precipitated Calcium Carbonate ("PCC"). Our total estimated commercial commitments include $406 million in 2026, $175 million in 2027 and average $35 million annually from 2028 to 2030, with $172 million thereafter.
Capital Expenditures
For the year ended December 31, 2025, we have invested approximately $224 million, or 6.7% of net sales in total capital expenditures. Of that amount, we spent approximately $162 million, or 4.8% of net sales, on maintenance, regulatory and reforestation capital expenditures, and approximately $62 million, or 1.9% of net sales, on high-return capital projects. Our annual maintenance, regulatory and reforestation capital expenditures are expected to be in the range of approximately $165 to
$190 million per year (before inflation) for the next several years, which we believe will be sufficient to maintain our operations and productivity. In addition, we expect to invest approximately $95 million in high-return projects in 2026.
PILLAR TWO DIRECTIVE
The OECD Pillar Two global minimum tax rules have been enacted in numerous jurisdictions in which the Group operates, with effective dates beginning January 1, 2024 and continuing through 2025. Management has assessed the potential impact of the rules on the Group's 2025 tax obligations. Based on currently available information, no material top-up tax liabilities are expected for the year ended December 31, 2025. However, the Group continues to monitor evolving administrative guidance and data requirements, which may affect future reporting periods.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires the Company to establish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require subjective judgments about matters that are inherently uncertain.
Accounting policies whose application may have a significant effect on the reported results of operations and financial position of the Company, and that can require judgments by management that affect their application, include the accounting for impairment or disposal of long-lived assets and goodwill, income taxes and commitments and contingencies.
Impairment of Long-Lived Assets and Goodwill
An impairment of a long-lived asset exists when an asset group's carrying amount exceeds its fair value and is recorded when the carrying amount is not recoverable through undiscounted cash flows from future operations or disposals. A goodwill impairment exists when the carrying amount of a reporting unit with goodwill exceeds its fair value. Assessments of possible impairments of long-lived assets and goodwill are made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable or may, if a business is classified as held for sale, exceed the sales price less costs to dispose. Additionally, evaluation for possible impairment of goodwill is required annually. The amount and timing of any impairment charges based on these assessments may require the estimation of future cash flows or the fair market value of the related assets based on management's best estimates of certain key factors, including future selling prices and volumes, operating, raw material, energy and freight costs, various other projected operating economic factors and other intended uses of the assets. As these key factors change in future periods, the Company will update its impairment analysis to reflect its latest estimates and projections.
Our policy around goodwill impairment testing permits us to perform a qualitative assessment or a quantitative goodwill impairment test. If a qualitative assessment is performed, an entity is not required to perform the quantitative goodwill impairment test unless the entity determines that, based on that qualitative assessment, it is more likely than not that its fair value is less than its carrying value.
The Company performed its annual testing of goodwill impairment by applying the qualitative assessment to its Brazil reporting unit as of October 1, 2025. For the current year evaluation, the Company assessed various assumptions, events and circumstances that would have affected the estimated fair value of the reporting unit under the qualitative assessment. The results of the qualitative assessment indicated that it is not more likely than not that the fair value of its Brazil reporting unit was less than its carrying value.
The Company also performed its annual testing of goodwill impairment by applying the quantitative goodwill impairment test to its France reporting unit due to continued challenging market conditions in Europe. The Company calculated the estimated fair value of the France reporting unit using a weighted approach based on discounted future cash flows, market multiples and transaction multiples, and determined that all of the goodwill in the business, totaling $11 million, should be written off.
In addition, the Company considered whether there were any events or circumstances outside of the annual evaluation that would reduce the fair value of its reporting units with goodwill below their carrying amounts and necessitate an interim goodwill impairment evaluation. In consideration of all relevant factors, there were no indicators that would require goodwill impairment subsequent to October 1, 2025.
The Company recorded an $11 million impairment charge in 2025and recorded no goodwill impairment charges in 2024 or 2023.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax balances on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax balances is recognized in income in the period that includes the enactment date.
We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. Judgment is required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law and results of recent operations. If we determine that we would not be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would not benefit the projected losses in our annual effective estimated tax rate and/or make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
We record uncertain tax positions in accordance with ASC 740. Significant judgment is required in evaluating the need for and magnitude of appropriate uncertain tax positions. We estimate uncertain tax positions on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
While we believe that these judgments and estimates are appropriate and reasonable under the circumstances, actual resolution of these matters may differ from recorded estimates and amounts.
Commitments and Contingent Liabilities
Accruals for contingent liabilities, including environmental and safety matters, taxes (including VAT), personal injury, product liability, labor and employment, contracts,sales of property and other matters, are recorded when it is probable that a liability has been incurred or an asset impaired and the amount of the loss can be reasonably estimated. Liabilities accrued for value-added tax and other legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience and recommendations of legal counsel and, if applicable, other experts. Liabilities for environmental matters require evaluations of relevant environmental regulations and estimates of future remediation alternatives and costs. Claims-based liabilities require review of recent and historical claims data. The Company utilizes its in-house legal and environmental experts to develop estimates and involves third-party specialists as needed to analyze its most complex contingent liabilities.
RECENT ACCOUNTING DEVELOPMENTS
See Note 3 Recent Accounting Developmentsin Item 8. Financial Statements and Supplementary Data for a discussion of new accounting pronouncements.
FOREIGN CURRENCY EFFECTS
The Company has operations in a number of countries. Its operations in those countries also export to, and compete with, imports from other regions. As such, currency movements can have a number of direct and indirect impacts on the Company's financial statements. Direct impacts include the translation of international operations' local currency financial statements into U.S. dollars and the remeasurement impact associated with non-functional currency financial assets and liabilities. Indirect impacts include the change in competitiveness of imports into, and exports out of, the countries in which we operate due to the local currency pricing of products. The currencies that have the most impact on our continuing operations are the Euro and the Brazilian real.
MARKET RISK
We use financial instruments, including fixed and variable rate debt. We do not use financial instruments for trading purposes. Additionally, various derivative contracts are used to hedge exposures to interest rate and foreign currency risks.
Interest Rate Risk
Sylvamo is subject to interest rate risk in connection with the issuance of debt. Our exposure to interest rate risk arises primarily from changes in SOFR. As of December 31, 2025, Sylvamo had floating rate debt of $842 million comprised of Term Loan F, Term Loan F-2, Term Loan A and amounts drawn on the Securitization Program and Revolving Credit Facility, which is partially offset by $428 million of interest rate swaps. At December 31, 2025, the applicable one-month SOFR rate was 3.72%. Based on the amounts outstanding, a 100-basis point increase in market interest rates would result in a change to annual interest expense, including the impact of the swaps, of approximately $4 million at December 31, 2025. As of December 31, 2024, Sylvamo had floating rate debt of $796 million comprised of Term Loan F, Term Loan F-2 and Term Loan A and amounts drawn on the Securitization Program, which is partially offset by $652 million of interest rate swaps. At December 31, 2024, the applicable one-month SOFR rate was 4.36%. Based on the amounts outstanding, a 100-basis point increase in market interest rates would result in a change to annual interest expense of approximately $1 million at December 31, 2024. For more information about our term loans, Revolving Credit Facility, and Securitization Program see Note 12 Long-Term Debtto our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Foreign Currency Risk
The Company transacts business in many currencies and is also subject to currency exchange rate risk through investments and businesses owned and operated outside the United States. Our objective in managing the associated foreign currency risks is to minimize the effect of exchange rate fluctuations on our after-tax cash flows. We address these risks on a limited basis by entering into cross-currency interest rate swaps or foreign exchange contracts. At December 31, 2025 and 2024 the net fair value of financial instruments with exposure to foreign currency risk was approximately a $0 million asset and a $14 million liability, respectively. The potential loss in fair value for such financial instruments from a 10% adverse change in quoted foreign currency exchange rates would have been approximately $9 million and $14 million at December 31, 2025 and 2024, respectively.