Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8

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~~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~~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 an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The Registrant had ~~65,629,582~~65,868,086 shares of common stock outstanding as atof October ~~30, 2019.~~28, 2020.

	Three Months Ended September 30						Nine Months Ended September 30						Three Months Ended September 30						Nine Months Ended September 30
	2019			2018			2019			2018			2020			2019			2020			2019
Revenues	$	383,536		$	331,058		$	1,293,239		$	1,045,493		$	333,151		$	383,536		$	1,024,945		$	1,293,239
Costs and expenses
Cost of sales, excluding depreciation and amortization		314,894			230,009			994,360			755,428			272,165			314,894			832,554			994,360
Cost of sales depreciation and amortization		31,934			23,197			94,108			69,312			31,862			31,934			94,952			94,108
Selling, general and administrative expenses		17,961			14,506			54,662			43,883			15,388			17,961			49,326			54,662
Operating income		18,747			63,346			150,109			176,870			13,736			18,747			48,113			150,109
Other income (expenses)
Interest expense		(18,183	)		(11,729	)		(55,103	)		(35,972	)		(19,864	)		(18,183	)		(60,056	)		(55,103	)
Loss on settlement of debt (Note 5(a))		—			—			—			(21,515	)
Legal cost award		—			—			—			(6,951	)
Other income (expenses)		887			(259	)		3,177			(628	)
Other income														11,898			887			12,136			3,177
Total other expenses, net		(17,296	)		(11,988	)		(51,926	)		(65,066	)		(7,966	)		(17,296	)		(47,920	)		(51,926	)
Income before provision for income taxes		1,451			51,358			98,183			111,804
Provision for income taxes		(244	)		(10,182	)		(35,101	)		(28,224	)
Net income	$	1,207		$	41,176		$	63,082		$	83,580
Net income per common share
Basic	$	0.02		$	0.63		$	0.96		$	1.28
Diluted	$	0.02		$	0.63		$	0.96		$	1.27
Income before income taxes														5,770			1,451			193			98,183
Income tax recovery (provision)														1,775			(244	)		(4,451	)		(35,101	)
Net income (loss)													$	7,545		$	1,207		$	(4,258	)	$	63,082
Net income (loss) per common share
Basic and diluted													$	0.11		$	0.02		$	(0.06	)	$	0.96
Dividends declared per common share	$	0.1375		$	0.1250		$	0.4000		$	0.3750		$	0.0650		$	0.1375		$	0.2675		$	0.4000

	Three Months Ended September 30						Nine Months Ended September 30						Three Months Ended September 30					Nine Months Ended September 30
	2019			2018			2019			2018			2020		2019			2020			2019
Net income	$	1,207		$	41,176		$	63,082		$	83,580
Net income (loss)													$	7,545	$	1,207		$	(4,258	)	$	63,082
Other comprehensive income (loss), net of taxes
Foreign currency translation adjustment		(48,538	)		(1,982	)		(28,285	)		(41,477	)		52,280		(48,538	)		21,488			(28,285	)
Change in unrecognized losses and prior service costs related to defined benefit pension plans, net of tax of $7 and $43, respectively (2018 - $nil)		39			(574	)		134			(1,302	)
Other comprehensive loss, net of taxes		(48,499	)		(2,556	)		(28,151	)		(42,779	)
Change in unrecognized losses and prior service costs related to defined benefit pension plans, net of tax of $nil (2019 - $7 and $43, respectively)														8		39			31			134
Other comprehensive income (loss), net of taxes														52,288		(48,499	)		21,519			(28,151	)
Total comprehensive income (loss)	$	(47,292	)	$	38,620		$	34,931		$	40,801		$	59,833	$	(47,292	)	$	17,261		$	34,931

~~The~~See accompanying ~~notes are an integral part of these interim consolidated financial statements.~~Notes to the Interim Consolidated Financial Statements.

	September 30,			December 31,			September 30,			December 31,
	2019			2018			2020			2019
ASSETS
Current assets
Cash and cash equivalents	$	264,899		$	240,491		$	345,580		$	351,085
Accounts receivable		228,154			252,692
Accounts receivable, net								202,619			208,740
Inventories		269,443			303,813			269,864			272,599
Prepaid expenses and other		20,512			13,703			16,417			12,273
Total current assets		783,008			810,699			834,480			844,697
Property, plant and equipment, net		1,009,639			1,029,257			1,065,345			1,074,242
Investment in joint ventures		55,382			62,574			47,865			53,122
Intangible assets, net		53,442			53,927
Amortizable intangible assets, net								50,132			53,371
Operating lease right-of-use assets		13,054			—			12,932			13,004
Other long-term assets		32,220			17,904			32,744			26,038
Deferred income tax		2,908			1,374			1,237			1,246
Total assets	$	1,949,653		$	1,975,735		$	2,044,735		$	2,065,720
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and other	$	203,279		$	194,484		$	199,992		$	255,544
Pension and other post-retirement benefit obligations		778			904			724			768
Total current liabilities		204,057			195,388			200,716			256,312
Debt		984,087			1,041,389			1,124,202			1,087,932
Pension and other post-retirement benefit obligations		26,534			25,829			24,613			25,489
Finance lease liabilities		21,677			24,669			39,741			31,103
Operating lease liabilities		10,631			—			9,912			10,520
Other long-term liabilities		13,423			13,924			14,213			14,114
Deferred income tax		97,857			93,107			80,631			89,847
Total liabilities		1,358,266			1,394,306			1,494,028			1,515,317
Shareholders’ equity
Common shares $1 par value; 200,000,000 authorized; 65,629,000 issued and outstanding (2018 – 65,202,000)		65,598			65,171
Common shares $1 par value; 200,000,000 authorized; 65,868,000 issued and outstanding (2019 – 65,629,000)								65,800			65,598
Additional paid-in capital		343,994			342,438			345,583			344,994
Retained earnings		338,116			301,990			234,365			256,371
Accumulated other comprehensive loss		(156,321	)		(128,170	)		(95,041	)		(116,560	)
Total shareholders’ equity		591,387			581,429			550,707			550,403
Total liabilities and shareholders’ equity	$	1,949,653		$	1,975,735		$	2,044,735		$	2,065,720

Commitments and contingencies (Note 14)
Subsequent events (Note 5(a), 8)
Commitments and contingencies (Note 13)
Subsequent event (Note 7)

~~The~~See accompanying ~~notes are an integral part of these interim consolidated financial statements.~~Notes to the Interim Consolidated Financial Statements.


	Common shares															Common shares
	Number (thousands of shares)		Amount, at Par Value		Additional Paid -in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity			Number (thousands of shares)		Amount, at Par Value		Additional Paid -in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders' Equity
Three Months Ended September 30:
Balance June 30, 2019		65,629	$	65,598	$	342,815	$	345,934		$	(107,822	)	$	646,525
Balance as of June 30, 2020																	65,868	$	65,800	$	344,688		$	231,101		$	(147,329	)	$	494,260
Stock compensation expense																	—		—		895			—			—			895
Net income																	—		—		—			7,545			—			7,545
Dividends declared																	—		—		—			(4,281	)		—			(4,281	)
Other comprehensive income																	—		—		—			—			52,288			52,288
Balance as of September 30, 2020																	65,868	$	65,800	$	345,583		$	234,365		$	(95,041	)	$	550,707

Balance as of June 30, 2019																	65,629	$	65,598	$	342,815		$	345,934		$	(107,822	)	$	646,525
Stock compensation expense		—		—		1,179		—			—			1,179			—		—		1,179			—			—			1,179
Net income		—		—		—		1,207			—			1,207			—		—		—			1,207			—			1,207
Dividends declared		—		—		—		(9,025	)		—			(9,025	)		—		—		—			(9,025	)		—			(9,025	)
Other comprehensive loss		—		—		—		—			(48,499	)		(48,499	)		—		—		—	��		—			(48,499	)		(48,499	)
Balance September 30, 2019		65,629	$	65,598	$	343,994	$	338,116		$	(156,321	)	$	591,387

Balance June 30, 2018		65,202	$	65,171	$	340,450	$	232,105		$	(99,224	)	$	538,502
Stock compensation expense		—		—		970		—			—			970
Net income		—		—		—		41,176			—			41,176
Dividends declared		—		—		—		(8,150	)		—			(8,150	)
Other comprehensive loss		—		—		—		—			(2,556	)		(2,556	)
Balance September 30, 2018		65,202	$	65,171	$	341,420	$	265,131		$	(101,780	)	$	569,942
Balance as of September 30, 2019																	65,629	$	65,598	$	343,994		$	338,116		$	(156,321	)	$	591,387

Nine Months Ended September 30:
Balance December 31, 2018	65,202		$	65,171		$	342,438		$	301,990		$	(128,170	)	$	581,429
Balance as of December 31, 2019																		65,629		$	65,598		$	344,994		$	256,371		$	(116,560	)	$	550,403
Shares issued on grants of restricted shares																		68			31			(31	)		—			—			—
Shares issued on grants of performance share units																		195			195			(195	)		—			—			—
Stock compensation expense																		—			—			815			—			—			815
Net loss																		—			—			—			(4,258	)		—			(4,258	)
Dividends declared																		—			—			—			(17,610	)		—			(17,610	)
Repurchase of common shares																		(24	)		(24	)		—			(138	)		—			(162	)
Other comprehensive income																		—			—			—			—			21,519			21,519
Balance as of September 30, 2020																		65,868		$	65,800		$	345,583		$	234,365		$	(95,041	)	$	550,707

Balance as of December 31, 2018																		65,202		$	65,171		$	342,438		$	301,990		$	(128,170	)	$	581,429
Shares issued on grants of restricted shares	31			31			(31	)		—			—			—		31			31			(31	)		—			—			—
Shares issued on grants of performance share units	449			449			(449	)		—			—			—		449			449			(449	)		—			—			—
Stock compensation expense	—			—			2,036			—			—			2,036		—			—			2,036			—			—			2,036
Net income	—			—			—			63,082			—			63,082		—			—			—			63,082			—			63,082
Dividends declared	—			—			—			(26,255	)		—			(26,255	)	—			—			—			(26,255	)		—			(26,255	)
Repurchase of common shares	(53	)		(53	)		—			(701	)		—			(754	)	(53	)		(53	)		—			(701	)		—			(754	)
Other comprehensive loss	—			—			—			—			(28,151	)		(28,151	)	—			—			—			—			(28,151	)		(28,151	)
Balance September 30, 2019	65,629		$	65,598		$	343,994		$	338,116		$	(156,321	)	$	591,387

Balance December 31, 2017	65,017		$	64,974		$	338,695		$	205,998		$	(59,001	)	$	550,666
Shares issued on grants of restricted shares	31			43			(43	)		—			—			—
Shares issued on grants of performance share units	154			154			(154	)		—			—			—
Stock compensation expense	—			—			2,922			—			—			2,922
Net income	—			—			—			83,580			—			83,580
Dividends declared	—			—			—			(24,447	)		—			(24,447	)
Other comprehensive loss	—			—			—			—			(42,779	)		(42,779	)
Balance September 30, 2018	65,202		$	65,171		$	341,420		$	265,131		$	(101,780	)	$	569,942
Balance as of September 30, 2019																		65,629		$	65,598		$	343,994		$	338,116		$	(156,321	)	$	591,387

See accompanying ~~notes are an integral part of these interim consolidated financial statements.~~Notes to the Interim Consolidated Financial Statements.

	Three Months Ended September 30						Nine Months Ended September 30						Three Months Ended September 30						Nine Months Ended September 30
	2019			2018			2019			2018			2020			2019			2020			2019
Cash flows from (used in) operating activities
Net income	$	1,207		$	41,176		$	63,082		$	83,580
Adjustments to reconcile net income to cash flows from operating activities
Net income (loss)													$	7,545		$	1,207		$	(4,258	)	$	63,082
Adjustments to reconcile net income (loss) to cash flows from operating activities
Depreciation and amortization		32,052			23,310			94,447			69,643			31,884			32,052			95,031			94,447
Deferred income tax provision (benefit)		(1,706	)		1,314			2,359			7,330
Loss on settlement of debt		—			��			—			21,515
Deferred income tax provision (recovery)														(4,255	)		(1,706	)		(10,330	)		2,359
Inventory impairment														8,000			6,900			25,998			13,800
Defined benefit pension plans and other post-retirement benefit plan expense		866			423			2,582			1,294			769			866			2,270			2,582
Stock compensation expense		1,179			970			2,036			2,922			895			1,179			815			2,036
Gain on sale of investments														(15,443	)		0			(15,443	)		0
Foreign exchange transaction losses (gains)		(8,873	)		40			369			564			3,384			(8,873	)		4,120			369
Other		2,887			844			11,231			2,451			(1,801	)		2,887			(2,993	)		4,331
Defined benefit pension plans and other post-retirement benefit plan contributions		(1,200	)		(19	)		(2,628	)		(124	)		(783	)		(1,200	)		(2,495	)		(2,628	)
Changes in working capital
Accounts receivable		41,381			(150	)		17,232			8,193			17,226			41,381			11,238			17,232
Inventories		9,242			(41,084	)		22,614			(60,127	)		(8,031	)		2,342			(20,443	)		15,714
Accounts payable and accrued expenses		(16,691	)		(10,803	)		(12,667	)		44,130			(4,219	)		(16,691	)		(54,000	)		(12,667	)
Other		(3,483	)		(5,252	)		(12,889	)		(8,480	)		(6,683	)		(3,483	)		(6,759	)		(12,889	)
Net cash from (used in) operating activities		56,861			10,769			187,768			172,891			28,488			56,861			22,751			187,768
Cash flows from (used in) investing activities
Purchase of property, plant and equipment		(37,049	)		(26,744	)		(81,417	)		(71,583	)		(14,639	)		(37,049	)		(59,201	)		(81,417	)
Purchase of intangible assets		(215	)		(163	)		(710	)		(483	)
Purchase of amortizable intangible assets														(30	)		(215	)		(557	)		(710	)
Purchase of investments														0			0			(9,370	)		0
Proceeds from sale of investments														21,540			0			21,540			0
Other		162			211			(181	)		278			396			162			1,243			(181	)
Net cash from (used in) investing activities		(37,102	)		(26,696	)		(82,308	)		(71,788	)		7,267			(37,102	)		(46,345	)		(82,308	)
Cash flows from (used in) financing activities
Redemption of senior notes		—			—			—			(317,439	)
Proceeds from (repayment of) revolving credit facilities, net		—			(3,443	)		(58,404	)		34,293			8,750			0			34,359			(58,404	)
Dividend payments		(9,025	)		(8,150	)		(17,231	)		(24,424	)		(4,282	)		(9,025	)		(13,329	)		(17,231	)
Repurchase of common shares		—			—			(754	)		—			0			0			(162	)		(754	)
Payment of debt issuance costs		(369	)		—			(1,126	)		(1,390	)		0			(369	)		0			(1,126	)
Proceeds from government grants		147			—			6,467			—			0			147			299			6,467
Other		(1,735	)		(944	)		(8,664	)		(2,563	)		(302	)		(1,735	)		(2,729	)		(8,664	)
Net cash from (used in) financing activities		(10,982	)		(12,537	)		(79,712	)		(311,523	)		4,166			(10,982	)		18,438			(79,712	)
Effect of exchange rate changes on cash and cash equivalents		(1,200	)		1,167			(1,340	)		(8,133	)		2,325			(1,200	)		(349	)		(1,340	)
Net increase (decrease) in cash and cash equivalents		7,577			(27,297	)		24,408			(218,553	)		42,246			7,577			(5,505	)		24,408
Cash and cash equivalents, beginning of period		257,322			269,482			240,491			460,738			303,334			257,322			351,085			240,491
Cash and cash equivalents, end of period	$	264,899		$	242,185		$	264,899		$	242,185		$	345,580		$	264,899		$	345,580		$	264,899

Supplemental cash flow disclosure
Cash paid for interest		$	32,857	$	19,591	$	55,742	$	35,287		$	38,029	$	32,857	$	76,257	$	55,742
Cash paid for income taxes		$	3,337	$	2,192	$	42,074	$	6,412		$	2,916	$	3,337	$	17,797	$	42,074
Supplemental schedule of non-cash investing and financing activities:	Supplemental schedule of non-cash investing and financing activities:									Supplemental schedule of non-cash investing and financing activities:
Leased production equipment		$	—	$	—	$	—	$	12,126		$	510	$	0	$	11,206	$	0

See accompanying ~~notes are an integral part of these interim consolidated financial statements.~~Notes to the Interim Consolidated Financial Statements.

The Interim Consolidated Financial Statements contained herein include the accounts of Mercer International Inc. ("Mercer Inc.") and all of its subsidiaries (collectively the "Company"). Mercer Inc. owns 100% of the economic interest in its subsidiaries with the exception of the 50% joint venture interest in the Cariboo mill with West Fraser Mills Ltd., which is accounted for using the equity method. The Company's shares of common stock are quoted and listed for trading on the NASDAQ Global Select Market.

The Interim Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). The year-end Consolidated Balance Sheet data was derived from audited financial statements. The footnote disclosure included herein has been prepared in accordance with accounting principles generally accepted for interim financial statements in the United States ("GAAP"). The unaudited Interim Consolidated Financial Statements should be read together with the audited Consolidated Financial Statements and accompanying notes included in the Company's latest Annual Report on Form 10‑K for the fiscal year ended December 31, ~~2018.~~2019. In the opinion of the Company, the unaudited Interim Consolidated Financial Statements contained herein have been prepared on a consistent basis (except for the change in policy referred to below) with the audited Consolidated Financial Statements and accompanying notes included in the Company's latest Annual Report on Form 10‑K for the fiscal year ended December 31, 2019 and contain all adjustments necessary for a fair statement of the results of the interim periods included. The results for the periods included herein may not be indicative of the results for the entire year.

In these Interim Consolidated Financial Statements, unless otherwise indicated, all amounts are expressed in United States dollars ("U.S. dollars" or "$"). The symbol "€" refers to euros and the symbol "C$" refers to Canadian dollars.

Preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant management judgment is required in determining the accounting for, among other things, pension and other post-retirement benefit obligations, deferred income taxes (valuation allowance and permanent reinvestment), depreciation and amortization, future cash flows associated with impairment testing for ~~inventory and~~ long-lived assets, the allocation of the purchase price in a business combination to the assets acquired and liabilities assumed, legal liabilities and contingencies. Actual results could differ materially from these estimates, and changes in these estimates are recorded when known.

The Company is subject to risks and uncertainties as a result of the ~~Financial Accounting Standards Board ("FASB") established Topic 842, Leases, by issuing Accounting Standards Update ("ASU") 2016-02, Leases, which requires lessees to recognize virtually all leases~~COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the ~~balance sheet, by recording a right-of-use asset~~Company's business is highly uncertain and ~~corresponding liability. Additionally,~~difficult to predict, as the ~~update also requires additional disclosures in regards~~response to the ~~nature, timing~~pandemic and ~~uncertainty of cash flows arising from leases. Topic 842 was subsequently amended~~information continues to evolve. In mid-2020, many countries eased restrictions on economic and social activities to, among other things, reopen their economies by ~~ASU 2018-01, Land Easement Practical Expedient for Transition~~allowing businesses to ~~Topic 842; ASU 2018-10, Codification Improvements to Topic 842, Leases;~~restart and ASU 2018-11, Leases: Targeted Improvements. These updates were effective for financial statements issued for fiscal years beginning after December 15, 2018. The Company adopted these updates on January 1, 2019 using the modified retrospective method and used the effective date as the date of initial application. Consequently, financial information was not updated before January 1, 2019. The new standard providesencourage economic recovery. Recently there has been a ~~number of optional practical expedients~~widespread increase or "second wave" in ~~transition~~reported infections including in Europe and the ~~Company elected to use all~~U.S. In response, various countries including in Europe have announced the re-imposition of ~~them~~some restrictions on ~~adoption.~~

~~Adoption of the standard resulted in recognition of right-of-use assets~~social, business and lease liabilities for operating leases of $14,700 as at January 1, 2019. The standard did not impact the Interim Consolidated Statements of Operations or the Interim Consolidated Statements of Cash Flows. The Company's lease disclosure has been included in the Lease Commitments Note.

other activities. Such economic disruption could have a material adverse effect on our business.

Note ~~2. Acquisition~~1. The Company and Summary of ~~Mercer Peace River ("MPR")~~Significant Accounting Policies (continued)

The severity of the impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company's customers, all of which are uncertain and cannot be predicted. The Company's future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and uncertain demand, and the impact of any initiatives or programs that the Company ~~acquired all~~may undertake to address financial and operational challenges faced by its customers. As of the date of issuance of these Interim Consolidated Financial Statements, the extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of operations remain uncertain.

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the current incurred loss impairment method with a method that reflects expected credit losses. In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief, which provides entities with targeted transition relief that is intended to increase comparability of financial statement information for some entities that otherwise would have measured similar financial instruments using different measurement methodologies. These updates were effective for financial statements issued after December 15, 2019. The Company adopted these updates on January 1, 2020 using the modified-retrospective approach. The adoption of these updates did not have an impact on the Interim Consolidated Financial Statements as the Company’s credit risk associated with its sales is currently managed through the purchase of credit insurance, letters of credit and ~~outstanding shares~~setting credit limits prior to the sale. The Company reviews new customers' credit history before granting credit and conducts regular reviews of ~~MPR.~~existing customers' credit performance. The purchase price was cash consideration of $344,030, after certain customary working capital adjustments. The acquisition results in 100% ownership of a bleached kraft pulp mill in Peace River, Alberta, a 50% joint venture interestCompany is exposed to credit risk in the ~~Cariboo Pulp and Paper~~event of non-performance by counterparties to its financial instruments. The Company ~~("CPP") (being~~attempts to minimize this exposure by entering into contracts with counterparties that are believed to be of high credit quality.

The Company's exposure to credit losses may increase if its customers are adversely affected by the COVID-19 pandemic. Although the Company has historically not experienced significant credit losses, it is possible that there could be a ~~NBSK pulp mill, in Quesnel, British Columbia) and a 50% interest in a logging and chipping operation for~~material adverse impact from potential adjustments of the ~~areas underlying MPR's forest management agreements and timber allocations. The acquisition~~carrying amount of ~~MPR expands~~trade receivables if the cash flows of the Company's ~~sales presence in Asia~~customers are adversely impacted by the COVID-19 pandemic.

In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes, which removes certain exceptions for investments, intraperiod tax allocations and interim calculations, and adds ~~northern bleached hardwood kraft~~guidance to ~~its product mix.~~reduce complexity in accounting for income taxes. This update is effective for financial statements issued for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this update.

In March 2020, the ~~Company's allocation~~FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the ~~purchase price~~Effects of Reference Rate Reform on Financial Reporting. The amendments provide optional guidance for a limited time to ease the ~~fair value of~~potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating its contracts and the ~~assets acquired and liabilities assumed at~~optional expedients provided by the ~~acquisition date:~~new standard.

~~During the nine month period ended September 30, 2019 immaterial adjustments were made to the purchase price allocation to reflect the final valuation of the assets acquired and liabilities assumed.~~

Inventories as of September 30, 2020 and December 31, 2019, were comprised of the following:

For the three and nine month periods ended September 30, 2020, as a result of low pulp prices and high fiber costs for the Canadian mills, the Company recorded inventory impairment charges of $8,000 and $25,998, respectively at certain Canadian mills (2019 – $6,900 and $13,800). These charges were recorded in "Cost of sales, excluding depreciation and amortization" in the Interim Consolidated Statements of Operations. As of September 30, 2020, $4,853 of the write-down was recorded against raw materials inventory and $3,147 was recorded against finished goods inventory. As of December 31, 2019, the Company recorded a $3,500 write-down against raw materials inventory and a $5,700 write-down against finished goods inventory.

Accounts payable and other as of September 30, 2020 and December 31, 2019, was comprised of the following:

	September 30,		December 31,		September 30,		December 31,
	2019		2018		2020		2019
Trade payables	$	43,718	$	36,333	$	62,169	$	73,721
Accrued expenses		97,990		95,936		93,517		111,696
Interest payable		14,393		16,861		14,908		33,198
Income tax payable		25,448		29,818		14,453		28,080
Legal cost award payable		—		6,951
Dividends payable		9,025		—
Other		12,705		8,585		14,945		8,849
	$	203,279	$	194,484	$	199,992	$	255,544

~~As at~~Debt as of September 30, 2020 and December 31, 2019, ~~the maturities~~was comprised of the ~~principal portion of debt were as follows:~~following:

Certain of the debt instruments were issued under agreements which, among other things, may limit the Company’s ability to make certain payments, including dividends. These limitations are subject to specific exceptions. As at September 30, 2019, the Company was in compliance with the terms of its debt agreements.

The maturities of the principal portion of debt as of September 30, 2020 were as follows:

Certain of the Company's debt instruments were issued under agreements which, among other things, may limit its ability and the ability of its subsidiaries to make certain payments, including dividends. These limitations are subject to specific exceptions. As of September 30, 2020, the Company was in compliance with the terms of its debt agreements.

In October 2019, the Company issued an additional $200,000 in aggregate principal amount of ~~its 2025 Senior Notes. The additional~~ 2025 Senior Notes ~~were issued~~ at a price of 102.75% of their principal amount for a yield to worst of 6.435%. The net proceeds of the offering were ~~approximately $202,000~~$202,063 after deducting the ~~underwriter’s~~underwriter's discount and offering expenses. The net proceeds were used to redeem ~~the~~$100,000 of remaining ~~$100,000 in~~aggregate principal amount of ~~the Company's 7.750% Senior Notes~~outstanding senior notes due 2022 (the "2022 Senior Notes") and for general corporate purposes.

In 2017, the Company issued $300,000 in aggregate principal amount of 5.50% senior notes which mature on January 15, 2026 ~~("2026~~(the "2026 Senior Notes"). The 2026 Senior Notes were issued at a price of 100% of their principal amount. The net proceeds of the offering were $293,795 after deducting the underwriter's discount and offering expenses.

In 2018, the ~~Company used the~~ net proceeds, ~~of the 2026 Senior Notes,~~ together with cash on hand, were used to ~~purchase~~redeem $300,000 in aggregate principal amount of the 2022 Senior Notes. ~~In connection with this redemption the Company recorded a loss on settlement of debt of $21,515 in the Interim Consolidated Statement of Operations.~~

In 2017, the Company issued $250,000 in aggregate principal amount of 6.50% senior notes which mature on February 1, 2024 ~~("2024~~(the "2024 Senior Notes" and collectively with the 2025 Senior Notes and 2026 Senior Notes, the ~~“Senior Notes”~~"Senior Notes"). The 2024 Senior Notes were issued at a price of 100% of their principal amount. The net proceeds of the offering were $244,711 after deducting the underwriter's discount and offering expenses. The net proceeds, together with cash on hand, were used to redeem $227,000 of remaining aggregate principal amount of outstanding senior notes due 2019, to finance the acquisition of the Friesau ~~sawmill~~mill and for general working capital purposes.

The Senior Notes are general unsecured senior obligations of the Company. They rank equal in right of payment with all existing and future unsecured senior indebtedness of the Company and are senior in right of payment to any current or future subordinated indebtedness of the Company. The Senior Notes are effectively junior in right of payment to all existing and future secured indebtedness, to the extent of the assets securing such indebtedness, and all indebtedness and liabilities of the Company's subsidiaries.

The Company may redeem all or a part of the 2025 Senior Notes or 2026 Senior Notes, upon not less than 10 days' or more than 60 days' notice and the Company may redeem all or a part of the 2024 Senior Notes, upon not less than 30 days' or more than 60 days' notice at the redemption price plus accrued and unpaid interest to (but not including) the applicable redemption date.

~~The following table presents the redemption prices (expressed as percentages of principal amount) and the redemption periods:~~

The following table presents the redemption prices (expressed as percentages of principal amount) and the redemption periods of the outstanding Senior Notes:

~~Included in pension and other post-retirement benefit obligations are amounts related to Celgar and from the date of acquisition MPR.~~

Pension benefits are based on employees' earnings and years of service. The defined benefit plans are funded by contributions from the Company based on actuarial estimates and statutory requirements. The components of the net benefit costs for the Celgar and MPR defined benefit plans, in aggregate for the three and nine month periods ended September 30, ~~2019~~2020 and ~~2018~~2019 were as follows:

	Three Months Ended September 30,												Three Months Ended September 30,
	2019						2018						2020						2019
	Pension			Other Post- Retirement Benefits			Pension			Other Post- Retirement Benefits			Pension			Other Post- Retirement Benefits			Pension			Other Post- Retirement Benefits
Service cost	$	721		$	68		$	26		$	115		$	857		$	65		$	721		$	68
Interest cost		883			137			312			175			848			97			883			137
Expected return on plan assets		(1,009	)		—			(380	)		—			(1,106	)		0			(1,009	)		0
Amortization of unrecognized items		236			(170	)		226			(51	)		232			(224	)		236			(170	)
Net benefit costs	$	831		$	35		$	184		$	239		$	831		$	(62	)	$	831		$	35

	Nine Months Ended September 30,												Nine Months Ended September 30,
	2019						2018						2020						2019
	Pension			Other Post- Retirement Benefits			Pension			Other Post- Retirement Benefits			Pension			Other Post- Retirement Benefits			Pension			Other Post- Retirement Benefits
Service cost	$	2,148		$	203		$	78		$	352		$	2,530		$	192		$	2,148		$	203
Interest cost		2,632			410			952			535			2,502			286			2,632			410
Expected return on plan assets		(3,008	)		—			(1,157	)		—			(3,271	)		—			(3,008	)		—
Amortization of unrecognized items		704			(507	)		690			(156	)		693			(662	)		704			(507	)
Net benefit costs	$	2,476		$	106		$	563		$	731		$	2,454		$	(184	)	$	2,476		$	106

The components of the net benefit costs other than service cost are recorded in ~~other income (expenses)~~"Other income" in the Interim Consolidated ~~Statement~~Statements of Operations. The amortization of unrecognized items relates to net actuarial losses and prior service costs.

Effective December 31, 2008, the defined benefit plans ~~for salaried employees~~ at the Celgar mill were closed to new members. In addition, the related defined benefit service accrual ceased on December 31, 2008, and members began to receive pension benefits, at a fixed contractual rate, under a new defined contribution plan effective January 1, 2009. During the three and nine month periods ended September 30, ~~2019,~~2020, the Company made contributions of $320 and $791, respectively to this plan (2019 – $242 and ~~$988, respectively (2018 – $215 and $650)~~$988).

The Company participates in a multiemployer plan for the hourly-paid employees at the Celgar mill. The contributions to the plan are determined based on a percentage of pensionable earnings pursuant to a collective bargaining agreement. The Company has no current or future contribution obligations in excess of the contractual contributions. ~~Contributions during~~During the three and nine month periods ended September 30, ~~2019 totaled~~2020, the Company made contributions of $475 and $1,481, respectively to this plan (2019 – $598 and ~~$1,569, respectively (2018 – $529 and $1,674)~~$1,569).

~~Differences between the U.S. Federal statutory and the Company's effective rates for the three and nine month periods ended September 30, 2019 and 2018, were as follows:~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2019

2018

2019

2018

U.S. Federal statutory rate

21%

21%

21%

21%

U.S. Federal statutory rate on income before provision
for income taxes

$
(304
)

$
(10,785
)

$
(20,618
)

$
(23,479
)
Tax differential on foreign income

(1,177
)

(4,265
)

(9,539
)

(11,493
)
Effect of foreign earnings (a)

892

(19,983
)

(11,148
)

(28,440
)
Valuation allowance

(8,934
)

23,492

(5,173
)

45,510

Tax benefit of partnership structure

960

965

2,881

3,242

Non-taxable foreign subsidies

1,571

716

2,965

2,204

True-up of prior year taxes

6,733

109

5,612

(14,384
)
Other

15

(431
)

(81
)

(1,384
)

$
(244
)

$
(10,182
)

$
(35,101
)

$
(28,224
)
Comprised of:

Current income tax provision

$
(1,950
)

$
(8,868
)

$
(32,742
)

$
(20,894
)
Deferred income tax benefit (provision)

1,706

(1,314
)

(2,359
)

(7,330
)

$
(244
)

$
(10,182
)

$
(35,101
)

$
(28,224
)

Differences between the U.S. Federal statutory and the Company's effective rates for the three and nine month periods ended September 30, 2020 and 2019, were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
U.S. Federal statutory rate	21%			21%			21%			21%
U.S. Federal statutory rate on income before income taxes	$	(1,212	)	$	(304	)	$	(41	)	$	(20,618	)
Tax differential on foreign income		611			(1,177	)		(1,270	)		(9,539	)
Effect of foreign earnings (a)		468			892			(2,402	)		(11,148	)
Valuation allowance		(919	)		(8,934	)		(4,084	)		(5,173	)
Tax benefit of partnership structure		935			960			2,805			2,881
Non-taxable foreign subsidies		734			1,571			2,098			2,965
True-up of prior year taxes		(1,996	)		6,733			(2,150	)		5,612
Other		3,154			15			593			(81	)
	$	1,775		$	(244	)	$	(4,451	)	$	(35,101	)
Comprised of:
Current income tax provision	$	(2,480	)	$	(1,950	)	$	(14,781	)	$	(32,742	)
Deferred income tax recovery (provision)		4,255			1,706			10,330			(2,359	)
	$	1,775		$	(244	)	$	(4,451	)	$	(35,101	)

During the nine month period ended September 30, ~~2019,~~2020, the ~~Company’s Board~~Company's board of ~~Directors~~directors declared the following quarterly dividends:

InOn October ~~2019,~~29, 2020, the Company's ~~Board~~board of ~~Directors~~directors declared a quarterly dividend of ~~$0.1375~~$0.065 per common share. Payment of the dividend will be made on December ~~19, 2019~~30, 2020 to all shareholders of record on December ~~12, 2019.~~23, 2020. Future dividends are subject to approval by the ~~Board~~board of ~~Directors~~directors and may be adjusted as business and industry conditions warrant.

In May 2019, the ~~Company’s~~Company's board of directors authorized a common stock repurchase program, under which the Company may repurchase up to $50,000 of its shares, ~~until~~ which expired in May 2020. Repurchases may be made from time to time under the program through open market or in privately negotiated transactions, through block trades or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The repurchase program is subject to market conditions, applicable legal requirements and other factors and will comply with Rule 10b-18 of the Securities and Exchange Commission.

2020. During the nine month period ended September 30, ~~2019,~~2020, prior to the expiration the Company paid ~~$754~~$162 to acquire ~~52,879~~23,584 common shares at an average repurchase price of ~~$14.25.~~$6.84. The shares were retired upon repurchase.

In June 2010, the Company ~~has~~adopted a stock incentive plan which provides for options, restricted stock rights, restricted shares, performance shares, performance share units ("PSUs") and stock appreciation rights to be awarded to employees, consultants and non-employee directors. During the three and nine month periods ended September 30, ~~2019,~~2020, there were 0 issued and outstanding options, restricted stock rights, performance shares or stock appreciation rights. As atof September 30, ~~2019,~~2020, after factoring in all allocated shares, there remain approximately ~~2.6~~1.7 million common shares available for grant.

PSUs comprise rights to receive common shares at a future date that are contingent on the Company and the grantee achieving certain performance objectives. The performance objective period is generally three years. For the three and nine month periods ended September 30, ~~2019,~~2020, the Company recognized an expense of ~~$1,066~~$757 and ~~$1,669,~~$444, respectively related to PSUs ~~(2018~~(2019 – ~~$840~~$1,066 and ~~$2,534)~~$1,669).

Restricted shares generally vest at the end of one year. For the three and nine month periods ended September 30, ~~2019,~~2020, the Company recognized an expense of ~~$113~~$138 and ~~$367,~~$371, respectively related to restricted shares ~~(2018~~(2019 - ~~$130~~$113 and ~~$388)~~$367). As atof September 30, ~~2019,~~2020, the total remaining unrecognized compensation cost related to restricted shares amounted to approximately ~~$300~~$367 which will be amortized over the remaining vesting periods.

The reconciliation of basic and diluted net income (loss) per common share for the three and nine month periods ended September 30, 2020 and 2019 was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018		2020		2019		2020			2019
Net income
Net income (loss)
Basic and diluted	$	1,207	$	41,176	$	63,082	$	83,580	$	7,545	$	1,207	$	(4,258	)	$	63,082

Net income per common share
Basic	$	0.02	$	0.63	$	0.96	$	1.28
Diluted	$	0.02	$	0.63	$	0.96	$	1.27
Net income (loss) per common share
Basic and diluted									$	0.11	$	0.02	$	(0.06	)	$	0.96

Weighted average number of common shares outstanding:
Basic (a)		65,598,177		65,170,531		65,538,037		65,120,976		65,799,946		65,598,177		65,757,921			65,538,037
Effect of dilutive instruments:
PSUs		372,495		639,998		358,851		550,983		79,489		372,495		—			358,851
Restricted shares		3,198		7,510		13,437		20,328		11,413		3,198		—			13,437
Diluted		65,973,870		65,818,039		65,910,325		65,692,287		65,890,848		65,973,870		65,757,921			65,910,325

The calculation of diluted net income (loss) per common share does not assume the exercise of any instruments that would have an anti-dilutive effect on net income (loss) per common share. ~~There~~Instruments excluded from the calculation of net income (loss) per common share because they were 0 anti-dilutive ~~instruments~~ for the three and nine month periods ended September 30, 2020 and 2019 ~~and 2018.~~were as follows:

The change in the accumulated other comprehensive loss by component (net of tax) for the nine month period ended September 30, 2020 was as follows:

The Company enters into related party transactions with its joint ventures. For the three and nine month periods ended September 30, 2020, pulp purchases from the Company's 50% owned Cariboo mill, which are transacted at the Cariboo mill's cost, were $20,717 and $54,253, respectively (2019 – $21,232 and $76,388) and as of September 30, 2020 the Company had a receivable balance from the Cariboo mill of $4,482 (December 31, 2019 – $3,462). For the three and nine month periods ended September 30, 2020, services from the Company's 50% owned logging and chipping operation, which are transacted at arm's length negotiated prices, were $3,265 and $11,543, respectively (2019 – $3,074 and $11,923) and as of September 30, 2020 the Company had a payable balance to the operation of $463 (December 31, 2019 – $1,151).

The Company is managed based on the primary products it manufactures: pulp and wood products. Accordingly, the Company's 4 pulp mills and its 50% interest in the Cariboo mill are aggregated into the pulp segment, and the Friesau sawmill is a separate reportable segment, wood products. The Company's sandalwood business is included in corporate and other as it does not meet the criteria to be reported as a separate reportable segment.

None of the income or loss items following operating income in the Company's Interim Consolidated Statements of Operations are allocated to the segments, as those items are reviewed separately by management.

Information about certain segment data for the three and nine month periods ended September 30, 2020 and 2019, was as follows:

Three Months Ended September 30, 2020	Pulp		Wood Products		Corporate and Other			Consolidated
Revenues from external customers	$	274,916	$	57,053	$	1,182		$	333,151
Operating income (loss)	$	3,753	$	11,963	$	(1,980	)	$	13,736
Depreciation and amortization	$	28,251	$	3,446	$	187		$	31,884
Revenues by major products
Pulp	$	253,056	$	0	$	0		$	253,056
Lumber		0		53,612		0			53,612
Energy and chemicals		21,860		2,226		1,182			25,268
Wood residuals		0		1,215		0			1,215
Total revenues	$	274,916	$	57,053	$	1,182		$	333,151
Revenues by geographical markets (a)
U.S.	$	29,295	$	31,466	$	540		$	61,301
Germany		79,535		11,744		0			91,279
China		83,554		0		0			83,554
Other countries		82,532		13,843		642			97,017
Total revenues	$	274,916	$	57,053	$	1,182		$	333,151

The Company is managed based on the primary products it manufactures: pulp and wood products. Accordingly, the Company's 4 pulp mills and its 50% interest in the CPP mill are aggregated into the pulp business segment, and the Friesau sawmill is a separate reportable business segment, wood products. The Company's sandalwood business is included in Corporate and Other as it does not meet the criteria to be reported as a separate segment.

None of the income or loss items following operating income in the Company's Interim Consolidated Statement of Operations are allocated to the segments, as those items are reviewed separately by management.

~~Information about certain segment data for the three and nine month periods ended September 30, 2019 and 2018, was as follows:~~ (continued)

Three Months Ended September 30, 2019	Pulp		Wood Products		Corporate and Other			Consolidated		Pulp		Wood Products		Corporate and Other			Consolidated
Revenues from external customers	$	345,060	$	36,458	$	2,018		$	383,536	$	345,060	$	36,458	$	2,018		$	383,536
Operating income (loss)	$	21,386	$	544	$	(3,183	)	$	18,747	$	21,386	$	544	$	(3,183	)	$	18,747
Depreciation and amortization	$	29,744	$	2,016	$	292		$	32,052	$	29,744	$	2,016	$	292		$	32,052
Revenues by major products
Pulp	$	322,707	$	—	$	—		$	322,707	$	322,707	$	0	$	0		$	322,707
Lumber		—		32,687		—			32,687		0		32,687		0			32,687
Energy and chemicals		22,353		1,621		2,018			25,992		22,353		1,621		2,018			25,992
Wood residuals		—		2,150		—			2,150		0		2,150		0			2,150
Total revenues	$	345,060	$	36,458	$	2,018		$	383,536	$	345,060	$	36,458	$	2,018		$	383,536
Revenues by geographical markets(a)
U.S.	$	30,693	$	13,027	$	—		$	43,720	$	30,693	$	13,027	$	0		$	43,720
Germany		97,339		11,915		—			109,254		97,339		11,915		0			109,254
China		113,578		—		—			113,578		113,578		0		0			113,578
Other countries		103,450		11,516		2,018			116,984		103,450		11,516		2,018			116,984
Total revenues	$	345,060	$	36,458	$	2,018		$	383,536	$	345,060	$	36,458	$	2,018		$	383,536

Nine Months Ended September 30, 2020	Pulp		Wood Products			Corporate and Other			Consolidated
Revenues from external customers	$	876,567	$	144,558		$	3,820		$	1,024,945
Operating income (loss)	$	33,302	$	21,845	��	$	(7,034	)	$	48,113
Depreciation and amortization	$	85,841	$	8,627		$	563		$	95,031
Total assets (a)	$	1,767,397	$	99,743		$	177,595		$	2,044,735
Revenues by major products
Pulp	$	808,923	$	0		$	0		$	808,923
Lumber		0		132,209			0			132,209
Energy and chemicals		67,644		7,486			3,820			78,950
Wood residuals		0		4,863			0			4,863
Total revenues	$	876,567	$	144,558		$	3,820		$	1,024,945
Revenues by geographical markets (b)
U.S.	$	102,813	$	66,710		$	1,701		$	171,224
Germany		246,775		38,941			0			285,716
China		247,916		0			0			247,916
Other countries		279,063		38,907			2,119			320,089
Total revenues	$	876,567	$	144,558		$	3,820		$	1,024,945

Three Months Ended September 30, 2018

Pulp

Wood
Products

Corporate
and Other

Consolidated

Revenues from external customers

$
292,969

$
38,089

$
—

$
331,058

Operating income (loss)

$
68,794

$
(1,770
)

$
(3,678
)

$
63,346

Depreciation and amortization

$
20,802

$
2,395

$
113

$
23,310

Revenues by major products

Pulp

$
274,970

$
—

$
—

$
274,970

Lumber

—

34,270

—

34,270

Energy and chemicals

17,999

1,978

—

19,977

Wood residuals

—

1,841

—

1,841

Total revenues

$
292,969

$
38,089

$
—

$
331,058

Revenues by geographical markets

U.S.

$
7,148

$
10,857

$
—

$
18,005

Germany

132,233

14,771

—

147,004

China

44,981

—

—

44,981

Other countries

108,607

12,461

—

121,068

Total revenues

$
292,969

$
38,089

$
—

$
331,058

Nine Months Ended September 30, 2019	Pulp		Wood Products		Corporate and Other			Consolidated		Pulp		Wood Products		Corporate and Other			Consolidated
Revenues from external customers	$	1,166,333	$	120,349	$	6,557		$	1,293,239	$	1,166,333	$	120,349	$	6,557		$	1,293,239
Operating income (loss)	$	157,157	$	2,075	$	(9,123	)	$	150,109	$	157,157	$	2,075	$	(9,123	)	$	150,109
Depreciation and amortization	$	87,616	$	5,937	$	894		$	94,447	$	87,616	$	5,937	$	894		$	94,447
Total assets (a)	$	1,762,994	$	75,467	$	111,192		$	1,949,653
Revenues by major products
Pulp	$	1,095,225	$	—	$	—		$	1,095,225	$	1,095,225	$	0	$	0		$	1,095,225
Lumber		—		107,172		—			107,172		0		107,172		0			107,172
Energy and chemicals		71,108		7,075		6,557			84,740		71,108		7,075		6,557			84,740
Wood residuals		—		6,102		—			6,102		0		6,102		0			6,102
Total revenues	$	1,166,333	$	120,349	$	6,557		$	1,293,239	$	1,166,333	$	120,349	$	6,557		$	1,293,239
Revenues by geographical markets
Revenues by geographical markets (a)
U.S.	$	124,039	$	38,997	$	—		$	163,036	$	124,039	$	38,997	$	0		$	163,036
Germany		338,678		40,860		—			379,538		338,678		40,860		0			379,538
China		347,232		—		—			347,232		347,232		0		0			347,232
Other countries		356,384		40,492		6,557			403,433		356,384		40,492		6,557			403,433
Total revenues	$	1,166,333	$	120,349	$	6,557		$	1,293,239	$	1,166,333	$	120,349	$	6,557		$	1,293,239

Nine Months Ended September 30, 2018

Pulp

Wood
Products

Corporate
and Other

Consolidated

Revenues from external customers

$
898,836

$
146,657

$
—

$
1,045,493

Operating income (loss)

$
179,824

$
5,534

$
(8,488
)

$
176,870

Depreciation and amortization

$
63,452

$
5,860

$
331

$
69,643

Revenues by major products

Pulp

$
845,460

$
—

$
—

$
845,460

Lumber

—

131,429

—

131,429

Energy and chemicals

53,376

8,014

—

61,390

Wood residuals

—

7,214

—

7,214

Total revenues

$
898,836

$
146,657

$
—

$
1,045,493

Revenues by geographical markets

U.S.

$
18,451

$
42,511

$
—

$
60,962

Germany

373,176

58,631

—

431,807

China

204,818

—

—

204,818

Other countries

302,391

45,515

—

347,906

Total revenues

$
898,836

$
146,657

$
—

$
1,045,493

As atof December 31, ~~2018,~~2019, the Company had total assets of ~~$1,698,071~~$1,782,105 in the pulp segment, ~~$131,754~~$83,102 in the wood products segment and ~~$145,910~~$200,513 in corporate and other. Total assets for the pulp segment includes the Company's $53,122 investment in joint ventures, primarily for the Cariboo mill.

Revenues between segments are accounted for at prices that approximate fair value. These include revenues from the sale of residual fiber from the wood products segment to the pulp segment for use in the pulp production process and from the sale of residual fuel from the pulp segment to the wood products segment for use in energy production. For the three and nine month periods ended September 30, ~~2019,~~2020, the pulp segment sold ~~$59~~$42 and ~~$423,~~$388, respectively of residual fuel to the wood products segment ~~(2018~~(2019 – ~~$163~~$59 and ~~$1,073)~~$423) and the wood products segment sold ~~$2,360~~$2,246 and ~~$11,713,~~$9,676, respectively of residual fiber to the pulp segment ~~(2018~~(2019 – ~~$3,764~~$2,360 and ~~$13,809)~~$11,713).

~~Pulp purchases from theCompany’s 50% owned CPP mill, which are transacted at the CPP mill's cost, were $21,232~~FORM 10-Q

(In thousands of U.S. dollars, except share and $76,388 for the three and nine month periods ended September 30, 2019, respectively (2018 - $nil) and as at September 30, 2019 the Company had a receivable balance from the CPP mill of $4,514 (December 31, 2018 – a payable balance of $1,347). Logging services from its 50% owned logging operation, which are transacted at arm’s length negotiated prices were $3,074 and $11,923 for the three and nine month periods ended September 30, 2019, respectively (2018 - $nil) and as at September 30, 2019 the Company had a payable balance to the logging operation of $903 (December 31, 2018 - $2,343). per share data)

Due to their short-term maturity, the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable and other approximates their fair value.

The estimated fair values of the Company's outstanding debt under the fair value hierarchy as of September 30, 2020 and December 31, 2019 were as follows:

The carrying value of the revolving credit facilities classified as Level 2 approximates ~~their~~the fair value as the variable interest rates reflect current interest rates for financial instruments with similar characteristics and maturities.

The fair value of the Senior Notes classified as Level 2 was determined using quoted prices in a dealer market, or using recent market transactions.

The ~~following tables present a summary~~Company's Senior Notes are not carried at fair value on the Interim Consolidated Balance Sheets as of September 30, 2020 or December 31, 2019. However, fair value disclosure is required. The carrying value of the Company's ~~outstanding financial instruments~~Senior Notes, net of note issuance costs and ~~their estimated fair values under the fair value hierarchy:~~

premium is $1,089,717 as of September 30, 2020 (December 31, 2019 – $1,087,932).

~~FORM 10-Q~~For the three and nine month periods ended September 30, 2020, the Company recognized a realized gain of $15,443 on the sale of investments in “Other income” in the Interim Consolidated Statements of Operations.

The ~~Company's~~Company’s credit risk is primarily attributable to cash held in bank accounts and accounts receivable. The Company maintains cash balances in foreign financial institutions in excess of insured limits. The Company limits its 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. The ~~Company's~~Company’s credit risk associated with the sale of pulp, lumber and other wood residuals 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. The Company reviews new customers’ credit history before granting credit and conducts regular reviews of existing customers’ credit performance. Concentrations of credit risk on the sale of pulp, lumber and other wood residuals are with customers and agents based primarily in Germany, China, the U.S. and Italy.

The Company’s exposure to credit losses may increase if its customers are adversely affected by the COVID-19 pandemic. Although the Company has historically not experienced significant credit losses, it is possible that there could be a material adverse impact from potential adjustments of the carrying amount of trade receivables if the cash flows of the Company’s customers are adversely impacted by the COVID-19 pandemic.

The carrying amount of cash and cash equivalents of ~~$264,899~~$345,580 and accounts receivable of ~~$228,154~~$202,619 recorded in the Interim Consolidated Balance Sheet, net of any allowances for losses, represents the ~~Company's~~Company’s maximum exposure to credit risk.

The Company has finance leases primarily for rail cars and production equipment. The rail cars primarily have a remaining lease term of nine years with annual renewal options thereafter. The production equipment has a remaining lease term of eight years. The Company has operating leases primarily for land to support the sandalwood tree plantations and for offices. The land leases have remaining terms of six to 13 years with options to renew for up to six years. The office leases have remaining terms of four to eight years with options to renew primarily for an additional five years. A majority of the operating leases are subject to annual changes to the Consumer Price Index ("CPI"). Changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. A 100-basis-point increase in CPI would not have a material impact on lease costs.

The discount rates used to calculate the present value of the minimum lease payments is the incremental borrowing rate that the subsidiary entering into the lease would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

~~As at December 31, 2018, minimum lease payments under non-cancellable finance and operating leases were as follows:~~

As at September 30, 2019, the Company has additional finance leases for rail cars that have not yet commenced. The leases have a term of 12 years with annual renewal options thereafter. The total payments over the term of the leases will be approximately $19,600. The leases will commence in 2019.

This quarterly report on Form 10-Q contains ~~"non-GAAP~~“non-GAAP financial ~~measures"~~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"~~“GAAP”. Specifically, we make use of the non-GAAP measure ~~"Operating EBITDA"~~“Operating EBITDA”.

Operating EBITDA is defined as operating income ~~(loss)~~ plus depreciation and amortization and non-recurring capital asset impairment charges. We use Operating EBITDA as a benchmark measurement of our own operating results and as a benchmark relative to our competitors. We consider it to be a meaningful supplement to operating income as a performance measure 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.

Operating EBITDA does not reflect the impact of a number of items that affect our net income (loss), including financing costs and the effect of derivative instruments. Operating EBITDA is not a measure of financial performance under GAAP, and should not be considered as an alternative to net income (loss) or operating income ~~(loss) from operations~~ as a measure of performance, or as an alternative to net cash from (used in) operating activities as a measure of liquidity. Operating EBITDA is an internal measure and therefore may not be comparable to other 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: (i) 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 non-recurring impairment charges against our investments or 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.

In this document: (i) unless the context otherwise requires, references to ~~"we"~~“we”, ~~"our"~~“our”, ~~"us"~~“us”, the ~~"Company"~~“Company” or ~~"Mercer"~~“Mercer” mean Mercer International Inc. and its subsidiaries; (ii) references to ~~"Mercer~~“Mercer Inc."” mean the Company excluding its subsidiaries; (iii) information is provided as of September 30, ~~2019,~~2020, unless otherwise stated; (iv) our reporting currency is dollars and references to ~~"€"~~“€” mean euros and ~~"C$"~~“C$” mean Canadian dollars; (v) ~~"ADMTs"~~“ADMTs” refers to air-dried metric tonnes; (vi) ~~"NBSK"~~“NBSK” refers to northern bleached softwood kraft; (vii) ~~"NBHK"~~“NBHK” refers to northern bleached hardwood kraft; (viii) ~~"MW"~~“MW” refers to megawatts and ~~"MWh"~~“MWh” refers to megawatt hours; (ix) ~~"Mfbm"~~“Mfbm” refers to thousand board feet of lumber and ~~"MMfbm"~~“MMfbm” mean million board feet of lumber; and (x) our lumber metrics are converted from cubic meters to Mfbm using a conversion ratio of 1.6 cubic meters to 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 figure.

The following discussion and analysis of our results of operations and financial condition for the three and nine months ended September 30, ~~2019~~2020 should be read in conjunction with our ~~interim consolidated financial statements~~Interim Consolidated Financial Statements and related notes included in this quarterly report, as well as our most recent annual report on Form 10-K for the fiscal year ended December 31, ~~2018~~2019 filed with the Securities and Exchange Commission, referred to as the ~~"SEC"~~“SEC”.

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

On December 10, 2018 we acquired Mercer Peace River Pulp Ltd. ("MPR") which operates the Peace River mill in Alberta and has a 50% joint venture interest in the Cariboo NBSK mill in British Columbia. The Peace River mill is a swing mill that produces both NBSK and NBHK.

The COVID-19 pandemic continues to cause significant widespread global infections and fatalities. It has materially adversely affected global economic activity, caused significant market volatility and resulted in numerous governments declaring emergencies and implementing measures, such as travel bans, quarantines, business closures, shelter-in-place and other restrictions.

In mid-2020, many countries eased restrictions on economic and social activities to, among other things, reopen their economies by allowing businesses to restart and encourage economic recovery. The results of such economic measures and the reopening have varied from country to country.

Recently there has been a widespread increase or “second wave” in reported infections including in Europe and the United States. In response, various countries including in Europe have announced the re-imposition of some restrictions on social, business and other activities. Currently we are unable to predict the impact of the recent resurgence in infections, the extent of measures governments may take in response thereto, including imposing some or all prior or new restrictive measures, including business closures, or the overall impact on global economic activity, including the pace of any economic recovery. See “Part II. Other Information – Item 1A. Risk Factors – The COVID-19 pandemic could materially adversely affect our business, financial position and results of operations”.

We are continuing with important health and safety measures at our operations to protect our employees and to allow our mills to operate responsibly and efficiently including with respect to social distancing, sanitation and personal protection equipment. Further, we are constantly monitoring our operations and guidance from governmental and health organizations to ensure we take appropriate and necessary actions to protect our people.

During the third quarter of ~~2019, list pulp prices declined from the second quarter of 2019 due to high producer inventories.~~

~~Overall,~~2020, our average NBSK pulp sales realizations were approximately ~~13%~~2% lower ~~in the third quarter of 2019~~ compared to the second quarter of ~~2019.~~2020 as a result of market uncertainty.

At the end of the current quarter, NBSK list prices in Europe ~~China~~ and North America were approximately ~~$825, $585 and $1,135~~$840 per ADMT ~~respectively~~ and $1,130 per ADMT, respectively. Commencing in 2020 only net prices (which are net of discounts, allowances and rebates) are published for China. At the end of the current quarter, NBSK net prices in China were approximately $590 per ADMT. NBHK list prices in ~~China and~~ North America were approximately ~~$490 and $930~~$860 per ADMT ~~respectively.~~and NBHK net prices in China were approximately $445 per ADMT.

InAlthough there is continued economic uncertainty resulting from the COVID-19 pandemic, we are currently expecting generally stable pulp demand during the fourth quarter of ~~2019, our~~2020 with some modest price improvements due to improving global economic activity, particularly in China.

On the pulp supply side, to date various pulp mills globally have ~~53 days~~delayed their annual maintenance schedules due to the COVID-19 pandemic. As a result, we currently expect mills to curtail production to implement such delayed maintenance in the later part of ~~scheduled maintenance downtime,~~this year or the early part of next year.

In the third quarter of 2020, lumber sales realizations increased by approximately ~~83,000 ADMTs.~~31% from the second quarter of 2020 due to strong demand from the U.S. market. We currently expect continuing strong lumber demand and lumber prices in the U.S. market and steady demand and modestly improving sales realizations in the European lumber market in the upcoming quarter.

~~We currently expect pulp markets to stabilize and producer inventories to decline in the later part of the year as a result of producer downtime along with overall steady demand.~~

In the third quarter of 2019, lumber markets were generally stable but lumber sales realizations declined as a result of the supply of lumber processed from beetle damaged wood in Europe and high producer inventories in the U.S. market. We currently expect stable lumber markets and prices in the fourth quarter of 2019.

	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018				2020			2019			2020			2019
	(in thousands, other than per share amounts)													(in thousands, other than per share amounts)
Statement of Operations Data
Pulp segment revenues	$	345,060		$	292,969		$	1,166,333		$	898,836			$	274,916		$	345,060		$	876,567		$	1,166,333
Wood products segment revenues		36,458			38,089			120,349			146,657				57,053			36,458			144,558			120,349
Corporate and other revenues		2,018			—			6,557			—				1,182			2,018			3,820			6,557
Total revenues	$	383,536		$	331,058		$	1,293,239		$	1,045,493			$	333,151		$	383,536		$	1,024,945		$	1,293,239

Pulp segment operating income	$	21,386		$	68,794		$	157,157		$	179,824			$	3,753		$	21,386		$	33,302		$	157,157
Wood products segment operating income (loss)		544			(1,770	)		2,075			5,534
Wood products segment operating income															11,963			544			21,845			2,075
Corporate and other operating loss		(3,183	)		(3,678	)		(9,123	)		(8,488	)			(1,980	)		(3,183	)		(7,034	)		(9,123	)
Total operating income	$	18,747		$	63,346		$	150,109		$	176,870			$	13,736		$	18,747		$	48,113		$	150,109

Pulp segment depreciation and amortization	$	29,744		$	20,802		$	87,616		$	63,452			$	28,251		$	29,744		$	85,841		$	87,616
Wood products segment depreciation and amortization		2,016			2,395			5,937			5,860				3,446			2,016			8,627			5,937
Corporate and other depreciation and amortization		292			113			894			331				187			292			563			894
Total depreciation and amortization	$	32,052		$	23,310		$	94,447		$	69,643			$	31,884		$	32,052		$	95,031		$	94,447

Operating EBITDA ⁽¹⁾	$	50,799		$	86,656		$	244,556		$	246,513			$	45,620		$	50,799		$	143,144		$	244,556
Loss on settlement of debt	$	—		$	—		$	—		$	(21,515	)	⁽²⁾
Legal cost award	$	—		$	—		$	—		$	(6,951	)
Provision for income taxes	$	(244	)	$	(10,182	)	$	(35,101	)	$	(28,224	)
Net income	$	1,207		$	41,176		$	63,082		$	83,580
Net income per common share
Basic	$	0.02		$	0.63		$	0.96		$	1.28
Diluted	$	0.02		$	0.63		$	0.96		$	1.27
Income tax recovery (provision)														$	1,775		$	(244	)	$	(4,451	)	$	(35,101	)
Net income (loss)														$	7,545		$	1,207		$	(4,258	)	$	63,082
Net income (loss) per common share
Basic and diluted														$	0.11		$	0.02		$	(0.06	)	$	0.96
Common shares outstanding at period end		65,629			65,202			65,629			65,202				65,868			65,629			65,868			65,629

Three Months Ended
September 30,

Nine Months Ended
September 30,

2019

2018

2019

2018

(in thousands)

Net income

$
1,207

$
41,176

$
63,082

$
83,580

Provision for income taxes

244

10,182

35,101

28,224

Interest expense

18,183

11,729

55,103

35,972

Loss on settlement of debt

—

—

—

21,515

Legal cost award

—

—

—

6,951

Other (income) expenses

(887
)

259

(3,177
)

628

Operating income

18,747

63,346

150,109

176,870

Add: Depreciation and amortization

32,052

23,310

94,447

69,643

Operating EBITDA

$
50,799

$
86,656

$
244,556

$
246,513

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
	(in thousands)
Net income (loss)	$	7,545		$	1,207		$	(4,258	)	$	63,082
Income tax provision (recovery)		(1,775	)		244			4,451			35,101
Interest expense		19,864			18,183			60,056			55,103
Other income		(11,898	)		(887	)		(12,136	)		(3,177	)
Operating income		13,736			18,747			48,113			150,109
Add: Depreciation and amortization		31,884			32,052			95,031			94,447
Operating EBITDA	$	45,620		$	50,799		$	143,144		$	244,556

	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
	2019			2018		2019			2018		2020		2019		2020		2019
Pulp Segment
Pulp production ('000 ADMTs)
Pulp production (‘000 ADMTs)
NBSK		441.7			363.5		1,355.1			1,037.7		400.2		441.7		1,279.1		1,355.1
NBHK		75.3					243.3					79.8		75.3		247.6		243.3
Annual maintenance downtime ('000 ADMTs)		14.1			14.4		21.6			69.9
Annual maintenance downtime (‘000 ADMTs)												15.0		14.1		28.6		21.6
Annual maintenance downtime (days)		13			14		28			51		10		13		27		28
Pulp sales ('000 ADMTs)
Pulp sales (‘000 ADMTs)
NBSK		451.2			319.9		1,356.6			1,025.2		369.9		451.2		1,230.8		1,356.6
NBHK		91.0					260.4					100.1		91.0		235.4		260.4
Average NBSK pulp list prices ($/ADMT)⁽¹⁾
Average NBSK pulp prices ($/ADMT)⁽¹⁾
Europe		860			1,230		987			1,176		840		860		841		987
China		585			887		649			902		572		555		572		628
North America		1,170			1,377		1,281			1,307		1,133		1,170		1,139		1,281
Average NBHK pulp list prices ($/ADMT)⁽¹⁾
Average NBHK pulp prices ($/ADMT)⁽¹⁾
China		507			800		609			799		443		477		456		593
North America		970			1,192		1,083			1,131		868		970		885		1,083
Average pulp sales realizations ($/ADMT)⁽²⁾
NBSK		609			852		689			817		562		609		565		689
NBHK		499					589					424		499		451		589
Energy production ('000 MWh)		572.5	⁽³⁾		388.0		1,708.3	⁽³⁾		1,120.7
Energy sales ('000 MWh)		224.7	⁽³⁾		141.0		668.4	⁽³⁾		401.3
Energy production (‘000 MWh)⁽³⁾												529.2		572.5		1,670.5		1,708.3
Energy sales (‘000 MWh)⁽³⁾												215.5		224.7		669.3		668.4
Average energy sales realizations ($/MWh)(3)		89			105		92			105		96		89		92		92

Wood Products Segment
Lumber production (MMfbm)		96.6			79.5		308.0			294.1		96.8		96.6		326.6		308.0
Lumber sales (MMfbm)		97.0			83.8		307.7			312.0		118.5		97.0		345.2		307.7
Average lumber sales realizations ($/Mfbm)		337			409		348			421		453		337		383		348
Energy production and sales ('000 MWh)		13.9			16.4		60.4			62.5
Energy production and sales (‘000 MWh)												17.8		13.9		63.3		60.4
Average energy sales realizations ($/MWh)		116			121		117			128		125		116		118		117

Average Spot Currency Exchange Rates
$ / €⁽⁴⁾		1.1120			1.1629		1.1234			1.1945		1.1698		1.1120		1.1248		1.1234
$ / C$⁽⁴⁾		0.7573			0.7651		0.7523			0.7767		0.7508		0.7573		0.7388		0.7523

Consolidated ‑– Three Months Ended September 30, ~~2019~~2020 Compared to Three Months Ended September 30, ~~2018~~2019

Total revenues for the three months ended September 30, ~~2019 increased~~2020 decreased by approximately ~~16%~~13% to ~~$383.5~~$333.2 million from ~~$331.1~~$383.5 million in the same quarter of ~~2018~~2019 primarily due to ~~the inclusion of MPR~~lower pulp sales volumes and ~~higher~~pulp sales ~~volumes~~realizations partially offset by ~~lower~~higher lumber sales ~~realizations.~~realizations and volumes.

Costs and expenses in the current quarter ~~increased~~decreased by approximately ~~36%~~12% to ~~$364.8~~$319.4 million from ~~$267.7~~$364.8 million in the third quarter of ~~2018~~2019 primarily due to ~~the inclusion of MPR~~lower pulp sales volumes, per unit fiber costs and ~~higher~~maintenance costs partially offset by the negative impact of a weaker dollar primarily on our euro denominated costs and expenses.

In the third quarter of 2020, cost of sales depreciation and amortization was flat at $31.9 million when compared to the same quarter of 2019.

Selling, general and administrative expenses decreased by approximately 14% to $15.4 million in the third quarter of 2020 from $18.0 million in the same quarter of 2019 primarily due to cost reduction initiatives.

In the third quarter of 2020, our operating income decreased by approximately 27% to $13.7 million from $18.7 million in the same quarter of 2019 primarily due to lower pulp sales realizations and ~~lumber sales volumes~~the negative impact of a weaker dollar primarily on our euro denominated costs and expenses partially offset by lower per unit fiber costs and ~~the positive impact of a stronger dollar on our euro and Canadian dollar denominated costs and expenses.~~

~~In the third quarter of 2019, cost of sales depreciation and amortization increased to $31.9 million from $23.2 million in the same quarter of 2018 primarily due to inclusion of MPR.~~

~~Selling, general and administrative expenses increased to $18.0 million in the third quarter of 2019 from $14.5 million in the same quarter of 2018 primarily due to the inclusion of MPR.~~

~~In the third quarter of 2019, our~~significantly higher wood products segment operating ~~income decreased by approximately 70% to $18.7 million from $63.3 million in the same quarter of 2018 due to lower pulp and lumber sales realizations.~~income.

Interest expense in the current quarter increased to ~~$18.2~~$19.9 million from ~~$11.7~~$18.2 million in the same quarter of ~~2018~~2019 primarily as a result of higher indebtedness.

In the ~~issuance~~third quarter of 2020, other income increased to $11.9 million from $0.9 million in ~~December 2018~~the same quarter of ~~$350.0~~2019 primarily as a result of $15.4 million of ~~our 7.375% senior notes due 2025 (“2025 Senior Notes”) to finance~~realized gains on the ~~acquisition~~sale of ~~MPR.~~investments in the current quarter.

During the third quarter of ~~2019,~~2020, we had a recovery for income taxes of $1.8 million primarily due to the income tax ~~expense decreased to $0.2 million from $10.2 million in~~recoveries for our Canadian operations only partially offset by the ~~same~~tax provision for our German operations. In the comparative quarter of ~~2018 due to lower income.~~2019, the provision for income taxes was $0.2 million.

For the third quarter of ~~2019,~~2020, our net income ~~decreased~~was $7.5 million, or $0.11 per share compared to $1.2 million, or $0.02 per share, ~~from $41.2 million, or $0.63 per share,~~ in the same quarter of ~~2018.~~2019.

In the third quarter of ~~2019,~~2020, Operating EBITDA decreased by approximately ~~41%~~10% to ~~$50.8~~$45.6 million from ~~$86.7~~$50.8 million in the same quarter of ~~2018~~2019 primarily due to lower pulp ~~and lumber~~ sales realizations and the negative impact of a weaker dollar primarily on our euro denominated costs and expenses partially offset by lower per unit fiber costs and higher lumber sales ~~volumes and the positive impact of a stronger dollar on our euro and Canadian dollar denominated costs and expenses.~~realizations.

None of the income or loss items following operating income in our Interim Consolidated ~~Statement~~Statements of Operations are allocated to our segments, since those items are reviewed separately by management.

Pulp Segment ‑– Three Months Ended September 30, ~~2019~~2020 Compared to Three Months Ended September 30, ~~2018~~2019

	Three Months Ended September 30,				Three Months Ended September 30,
	2019		2018		2020		2019
	(in thousands)				(in thousands)
Pulp revenues	$	322,707	$	274,970	$	253,056	$	322,707
Energy and chemical revenues	$	22,353	$	17,999	$	21,860	$	22,353
Depreciation and amortization	$	29,744	$	20,802	$	28,251	$	29,744
Operating income	$	21,386	$	68,794	$	3,753	$	21,386

Pulp revenues in the third quarter of ~~2019 increased~~2020 decreased by approximately ~~17%~~22% to ~~$322.7~~$253.1 million from ~~$275.0~~$322.7 million in the same quarter of ~~2018~~2019 due to ~~the inclusion of MPR and higher~~lower sales volumes ~~partially offset by lower~~and sales realizations.

Energy and chemical revenues ~~increased~~decreased by approximately ~~24%~~2% to ~~$22.4~~$21.9 million in the third quarter of ~~2019~~2020 from ~~$18.0~~$22.4 million in the same quarter of ~~2018 when one turbine~~2019 primarily due lower chemical production at ~~each~~our German mills. In September 2020, our Celgar mill finalized a new electricity purchase agreement with the local utility for the sale of ~~our Stendal~~electricity from the mill to replace its expiring agreement. The new agreement is for a ten-year term and ~~Celgar mills was taken offline~~provides for ~~scheduled maintenance.~~the sale of approximately 80% of the mill’s surplus power at about 80% of the previous price but provides us with greater flexibility and optionality to pursue and effect “market” sales and other strategic initiatives with respect to the mill’s surplus power.

NBSK pulp production ~~increased by~~declined approximately ~~21%~~9% to ~~441,672~~400,172 ADMTs in the current quarter from ~~363,543~~441,672 ADMTs in the same quarter of ~~2018,~~2019 primarily due to ~~the inclusion of MPR and steady production~~market related downtime at ~~all of~~ our ~~mills.~~Celgar mill. In the current quarter of

2020, our pulp mills had tendays of annual maintenance downtime (approximately 15,000 ADMTs) and in July 2020 our Celgar mill had 30 days of market related downtime. In the comparative quarter of 2019, our pulp mills had 13 days of scheduled maintenance downtime (approximately 14,100 ADMTs). ~~In the third quarter of 2018, we had 14 days (approximately 14,400 ADMTs) of annual maintenance downtime.~~

We estimate that annual maintenance downtime in the current quarter adversely impacted our operating income by approximately ~~$10.4~~$7.5 million, comprised ~~primarily~~ of approximately $4.4 million in direct out-of-pocket ~~expenses.~~expenses and the balance in reduced production.

In the fourth quarter of ~~2019,~~2020, our pulp mills currently have 5317 days of ~~scheduled~~planned annual maintenance downtime ~~or approximately 83,000 ADMTs.~~(approximately 19,600 ADMTs).

NBSK pulp sales volumes ~~increased~~decreased by approximately ~~41%~~18% to ~~451,171~~369,913 ADMTs in the current quarter from ~~319,850~~451,171 ADMTs in the same quarter of ~~2018~~2019 primarily due to ~~the inclusion~~lower production and modestly lower sales for all of ~~MPR and strong sales volumes to China.~~our mills.

In the current quarter of ~~2019, list~~2020, overall prices for NBSK pulp ~~decreased~~were generally flat from the same quarter of ~~2018, largely as a result of high producer inventory levels.~~2019. Average list prices for NBSK pulp in Europe and North America were approximately ~~$860~~$840 per ADMT and $1,133 per ADMT, respectively in the third quarter of ~~2019~~2020 compared to approximately ~~$1,230 per ADMT in the same quarter of 2018. Average list prices for NBSK pulp in China and North America were approximately $585~~$860 per ADMT and $1,170 per ADMT, respectively, in the same quarter of 2019. Average NBSK net prices in China were approximately $572 per ADMT in the current quarter compared to approximately ~~$887~~$555 per ADMT ~~and $1,377 per ADMT, respectively,~~ in the same quarter of ~~2018.~~2019.

Average NBSK pulp sales realizations decreased by approximately ~~29%~~8% to ~~$609~~$562 per ADMT in the third quarter of ~~2019~~2020 from approximately ~~$852~~$609 per ADMT in the same quarter of ~~2018 primarily due to lower list prices.~~2019.

~~As a result of a decline in pulp sales realizations in~~In the current quarter of ~~2019, we~~2020 our Canadian mills recorded a non-cash write down of our inventory carrying values atof $8.0 million as a result of low pulp sales realizations and high per unit fiber costs. In the same quarter of the prior year our Canadian mills recorded a non-cash write down of our inventory carrying values of $6.9 million.

In the current quarter of ~~2019~~2020 primarily as a result of the effect of the ~~strengthening of the dollar against the euro and Canadian~~weaker dollar on our ~~dollar denominated cash and receivables at our mills and our~~ euro ~~and Canadian dollar~~ denominated costs and expenses, we recorded a ~~net positive~~negative impact of approximately ~~$14.6~~$15.8 million onin operating income due to foreign exchange compared to the same quarter of ~~2018.~~2019.

Costs and expenses ~~for our pulp segment~~ in the current quarter ~~increased~~decreased by approximately ~~44%~~16% to ~~$323.7~~$271.2 million from ~~$224.3~~$323.7 million in the third quarter of ~~2018~~2019 primarily due to ~~the inclusion of MPR costs and higher~~lower pulp sales volumes, ~~partially offset by lower~~ per unit fiber costs and maintenance costs partially offset by the ~~positive~~negative impact of a ~~stronger~~weaker dollar. In the current quarter of ~~2019,~~2020 we received ~~German regulatory approval to reverse~~approximately $3.5 million of wage assistance under a ~~wastewater fee accrual of $7.2 million as a result of certain capital projects.~~Canadian government wage subsidy program.

In the third quarter of ~~2019, pulp segment~~2020, depreciation and amortization ~~increased~~decreased to ~~$29.7~~$28.3 million from ~~$20.8~~$29.7 million in the same quarter of ~~2018 primarily due the inclusion of MPR.~~2019.

~~On average, in~~In the current quarter ~~overall~~ per unit fiber costs decreased by approximately ~~14%~~12% from the same quarter of ~~2018 primarily~~2019 due to lower per unit fiber costs for all of our ~~German mills and the positive impact of a stronger dollar on our euro and Canadian dollar denominated fiber costs.~~mills. In the current quarter, per unit fiber costs for our German mills declined due to the continued availability of beetle damaged wood. For our Canadian mills, per unit fiber costs ~~modestly~~ declined due to increased sawmill activity but ~~remain~~remained at historically high levels due to strong demand for fiber in ~~Celgar’s~~the mills’ fiber procurement ~~area.~~areas. We currently expect stable per unit fiber costs in the fourth quarter of ~~2019.~~2020.

Transportation costs for our pulp segment ~~increased~~decreased to ~~$37.2~~$32.6 million in the current quarter from ~~$15.8~~$37.2 million in the same quarter of ~~2018~~2019 primarily as a result of ~~the inclusion of MPR and higher~~lower sales volumes.

In the third quarter of ~~2019,~~2020, pulp segment operating income decreased to ~~$21.4~~$3.8 million from ~~$68.8~~$21.4 million in the same quarter of ~~2018~~2019 as lower pulp sales realizations and the negative impact of a weaker dollar were only partially offset by ~~higher sales volumes and~~the positive impact of lower per unit fiber costs and lower maintenance costs.

Wood Products Segment – Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019

In the third quarter of 2020, lumber revenues increased by approximately 64% to $53.6 million from $32.7 million in the same quarter of 2019 due to higher sales realizations and sales volumes. In the current quarter, U.S. markets were particularly robust with approximately 59% of our lumber revenues and 39% of lumber sales volumes to such market. The majority of the balance of our lumber sales were to Europe.

Energy and wood residual revenues in the third quarter of 2020 decreased by approximately 11% to $3.4 million from $3.8 million in the same quarter of 2019 primarily due to a lower realized sales price for wood residuals.

Lumber production was flat at 96.8 MMfbm in the current quarter of 2020 from 96.6 MMfbm in the same quarter of 2019. In the current quarter of 2020, our mill had approximately ten days of planned downtime for our sawmill upgrade project.

Average lumber sales realizations increased by approximately 34% to $453 per Mfbm in the third quarter of 2020 from approximately $337 per Mfbm in the same quarter of 2019 primarily due to higher pricing in the U.S. market. U.S. lumber pricing increased due to strong demand during the current quarter. European lumber pricing modestly decreased due to the supply of lumber processed from beetle damaged wood which generally obtains a lower price.

Fiber costs were approximately 70% of our lumber cash production costs in the current quarter. In the third quarter of 2020 per unit fiber costs decreased by approximately 6% from the same period of 2019 primarily due to the availability of lower cost beetle damaged wood. We currently expect stable per unit fiber costs in the fourth quarter of 2020 due to the continuing availability of beetle damaged wood.

In the third quarter of 2020, depreciation and amortization increased to $3.4 million from $2.0 million in the same quarter of 2019 primarily due to the completion of capital projects.

Transportation costs for our wood products segment in the third quarter of 2020 increased by approximately 43% to $8.0 million from $5.6 million in the same quarter of 2019 primarily due to higher sales volumes to the U.S.

In the third quarter of 2020, our wood products segment had record operating income of $12.0 million compared to $0.5 million in the same quarter of 2019 primarily due to a higher lumber realized sales price.

Consolidated – Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Total revenues for the nine months ended September 30, 2020 decreased by approximately 21% to $1,024.9 million from $1,293.2 million in the nine months ended September 30, 2019 primarily due to lower pulp sales realizations and pulp sales volumes partially offset by higher lumber sales volumes and realizations.

Costs and expenses in the nine months ended September 30, 2020 decreased by approximately 15% to $976.8 million from $1,143.1 million in the nine months ended September 30, 2019 primarily due to lower pulp sales volumes, per unit fiber costs and maintenance costs.

In the nine months ended September 30, 2020, cost of sales depreciation and amortization increased to $95.0 million from $94.1 million in the same period of 2019.

Selling, general and administrative expenses decreased to $49.3 million in the nine months ended September 30, 2020 from $54.7 million in the same period of 2019 primarily due to cost reduction initiatives and lower stock based compensation expense.

In the nine months ended September 30, 2020, operating income decreased by approximately 68% to $48.1 million from $150.1 million in the same period of 2019 primarily due to lower pulp sales realizations and pulp sales volumes partially offset by lower per unit fiber costs, lower maintenance costs and significantly higher wood products segment operating income.

Interest expense in the nine months ended September 30, 2020 increased to $60.1 million from $55.1 million in the same period of 2019 primarily as a result of higher indebtedness resulting from our issuance of an additional $100.0 million of senior notes in October 2019.

Other income in the nine months ended September 30, 2020 increased to $12.1 million from $3.2 million in the same period of 2019 primarily due to $15.4 million of realized gains on the sale of investments.

During the nine months ended September 30, 2020, the provision for income taxes was $4.5 million primarily due to income before tax for our German operations only partially offset by tax recoveries for our Canadian operations. In the same period of 2019, the provision for income taxes was $35.1 million due to higher income.

For the nine months ended September 30, 2020, our net loss was $4.3 million, or $0.06 per share compared to net income of $63.1 million, or $0.96 per share, in the same period of 2019.

In the nine months ended September 30, 2020, Operating EBITDA decreased by approximately 41% to $143.1 million from $244.6 million in the same period of 2019 primarily due to lower pulp sales realizations and pulp sales volumes partially offset by lower per unit fiber costs, lower maintenance costs and higher lumber sales realizations.

Pulp Segment – Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Pulp revenues in the nine months ended September 30, 2020 decreased by approximately 26% to $808.9 million from $1,095.2 million in the same period of 2019 due to lower sales realizations and sales volumes.

Energy and chemical revenues decreased by approximately 5% to $67.6 million in the nine months ended September 30, 2020 from $71.1 million in the same period of 2019 primarily due to lower chemical production caused by our German mills processing dry beetle damaged wood.

NBSK pulp production declined approximately 6% to 1,279,137 ADMTs in the nine months ended September 30, 2020 from 1,355,120 ADMTs in the same period of 2019. In the current period, we had annual maintenance downtime of 27 days (approximately 28,600 ADMTs) and planned market related downtime of 30 days at our Celgar mill and four weeks at our 50% joint venture Cariboo mill compared to 28 days (approximately 21,600 ADMTs) of scheduled maintenance downtime in the same period of 2019. We estimate that annual maintenance downtime in the nine months ended September 30, 2020 adversely impacted our operating income by approximately

~~Wood Products Segment ‑ Three Months Ended~~$13.1 million, comprised of approximately $6.8 million in direct out-of-pocket expenses and the balance in reduced production.

NBSK pulp sales volumes decreasedby approximately 9% to 1,230,825 ADMTs in the nine months ended September 30, ~~2019 Compared to Three Months Ended September 30, 2018~~

~~In the third quarter of 2019, lumber revenues decreased 5% to $32.7 million~~2020 from ~~$34.3 million~~1,356,584 ADMTs in the same ~~quarter~~period of ~~2018~~2019 primarily due to lower ~~sales realizations partially offset by higher sales volumes.~~ production.

In the ~~current quarter~~nine months ended September 30, 2020, prices for NBSK pulp decreased from the same period of 2019, largely as a result of high producer inventory levels and market uncertainty due to the COVID-19 pandemic. Average list prices for NBSK pulp in Europe and North America were approximately ~~31% of sales volumes were~~$841 per ADMT and $1,139 per ADMT, respectively in the ~~U.S. market and the majority of remaining sales were to Europe.~~

~~Energy and wood residual revenues in the third quarter of 2019 were flat at $3.8 million~~nine months ended September 30, 2020 compared to ~~the same quarter of 2018.~~

~~Production increased by~~ approximately ~~22% to 96.6 MMfbm of lumber in the current quarter of 2019 from 79.5 MMfbm~~$987 per ADMT and $1,281 per ADMT, respectively, in the same ~~quarter~~period of ~~2018 primarily due to planned downtime for capital projects~~2019. Average NBSK net prices in China were approximately $572 per ADMT in the ~~prior quarter of 2018.~~ nine months ended September 30, 2020 compared to approximately $628 per ADMT in the nine months ended September 30, 2019.

Average ~~lumber~~NBSK pulp sales realizations decreased by approximately 18% to ~~$337~~$565 per ADMT in the nine months ended September 30, 2020 from approximately $689 per ADMT in the same period of 2019.

In the nine months ended September 30, 2020, our Canadian mills recorded non-cash write downs of our inventory carrying values of $26.0 million as a result of lower pulp sales realizations and high fiber costs. In the same period of 2019 our Canadian mills recorded a non-cash write down of our inventory carrying values of $13.8 million.

In the nine months ended September 30, 2020, primarily as a result of the effect of the strengthening dollar on our Canadian dollar denominated costs and expenses, we recorded a positive impact of approximately $5.8 million in operating income due to foreign exchange compared to the same period of 2019.

Costs and expenses in the nine months ended September 30, 2020 decreased by approximately 16% to $843.7 million from $1,009.6 million in the nine months ended September 30, 2019 primarily due to lower pulp sales volumes, per unit fiber costs and maintenance costs. In the nine months ended September 30, 2020 we have received approximately $8.0 million of wage assistance under a Canadian government wage subsidy program.

In the nine months ended September 30, 2020, depreciation and amortization decreased to $85.8 million from $87.6 million in the same period of 2019.

On average, in the nine months ended September 30, 2020 overall per unit fiber costs decreased by approximately 13% from the same period of 2019 due to lower per unit fiber costs at all of our mills. In the nine months ended September 30, 2020, per unit fiber costs for our German mills declined due to the continued availability of beetle damaged wood. For our Canadian mills, per unit fiber costs declined due to increased sawmill activity but remained at historically high levels due to strong demand for fiber in the mills’ fiber procurement areas.

Transportation costs for our pulp segment decreased to $102.8 million in the nine months ended September 30, 2020 from $111.4 million in the same period of 2019 primarily as a result of lower sales volumes.

In the nine months ended September 30, 2020, pulp segment operating income decreased to $33.3 million from $157.2 million in the same period of 2019 as lower pulp sales realizations and pulp sales volumes were only partially offset by the positive impact of lower per unit fiber costs and lower maintenance costs.

Wood Products Segment – Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

In the nine months ended September 30, 2020, lumber revenues increased approximately 23% to $132.2 million from $107.2 million in the same period of 2019 due to higher sales volumes and a higher realized sales price. Overall, in the nine months ended September 30, 2020, U.S. markets were strong with approximately 50% of our lumber revenues and 36% of sales volumes to such market. The majority of the balance of our lumber sales were to Europe.

Energy and wood residual revenues decreased approximately 7% to $12.3 million in the nine months ended September 30, 2020 from $13.2 million in the same period of 2019 primarily due to lower sales realizations for wood residuals.

Lumber production increased by approximately 6% to 326.6 MMfbm in the nine months ended September 30, 2020 from 308.0 MMfbm in the same period of 2019 primarily due to capital improvements. In the nine months ended September 30, 2020, our mill had approximately ten days of planned downtime for our sawmill upgrade project.

Average lumber sales realizations increased by approximately 10% to $383 per Mfbm in the ~~third quarter of 2019~~nine months ended September 30, 2020 from approximately ~~$409~~$348 per Mfbm in the same ~~quarter~~period of ~~2018 primarily~~2019 due to higher pricing in the U.S. market resulting from strong demand only partially offset by lower pricing in ~~both the U.S. and~~ Europe. ~~U.S. lumber pricing declined as record pricing in 2018 resulted in increased supply and high producer inventory levels.~~ European lumber pricing ~~also~~ declined due to an increase in the supply of lumber processed from beetle damaged wood which generally obtains lower prices.

Fiber costs were approximately ~~75%~~70% of our lumber cash production costs in the ~~current quarter.~~nine months ended September 30, 2020. In the ~~current quarter~~nine months ended September 30, 2020 per unit fiber costs decreased by approximately ~~34%~~21% from the same ~~quarter~~period of ~~2018~~2019 primarily due to the availability of lower cost beetle damaged wood. We currently expect stable per unit fiber costs in the fourth quarter of ~~2019 because of~~2020 due to the continuing availability of beetle damaged wood.

In the ~~third quarter of 2019, lumber segment~~nine months ended September 30, 2020, depreciation and amortization ~~decreased~~increased to ~~$2.0~~$8.6 million from ~~$2.4~~$5.9 million in the same ~~quarter~~period of ~~2018~~2019 primarily due to ~~higher depreciation in~~ the ~~third quarter~~completion of ~~2018 for assets being replaced and the positive impact of a stronger dollar on our euro denominated depreciation expense.~~capital projects.

Transportation costs for our wood products segment in the ~~third quarter of 2019~~nine months ended September 30, 2020 increased by approximately ~~22%~~24% to ~~$5.6~~$22.0 million from ~~$4.6~~$17.7 million in the same ~~quarter~~period of ~~2018~~2019 primarily due to higher ~~lumber~~ sales volumes ~~and shipments~~ to the U.S. ~~market.~~

In the ~~third quarter of 2019,~~nine months ended September 30, 2020, our wood products segment had operating income of ~~$0.5~~$21.8 million compared to ~~an operating loss of $1.8 million in the same quarter of 2018 primarily due to lower per unit fiber costs partially offset by lower sales realizations.~~

~~Consolidated ‑ Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018~~

Total revenues for the nine months ended September 30, 2019 increased by approximately 24% to $1,293.2 million from $1,045.5 million in the nine months ended September 30, 2018 primarily due to the inclusion of the results of MPR and higher pulp and energy sales volumes partially offset by lower sales realizations.

Costs and expenses in the nine months ended September 30, 2019 increased by approximately 32% to $1,143.1 million from $868.6 million in the nine months ended September 30, 2018 primarily due to the inclusion of MPR

~~costs and higher pulp sales volumes partially offset by lower per unit fiber costs, the positive impact of a stronger dollar on our euro denominated costs and expenses and lower maintenance costs.~~

~~In the nine months ended September 30, 2019, cost of sales depreciation and amortization increased to $94.1 million from $69.3~~$2.1 million in the same period of ~~2018~~2019 primarily due to ~~the inclusion of MPR.~~

~~Selling, general and administrative expenses increased to $54.7 million in the nine months ended September 30, 2019 from $43.9 million in the same period of 2018 primarily due to the inclusion of MPR.~~

~~In the nine months ended September 30, 2019, operating income decreased by approximately 15% to $150.1 million from $176.9 million in the same period of 2018 due to lower pulp and~~a higher lumber realized sales ~~realizations.~~

~~In January 2018, we redeemed $300.0 million of our 2022 Senior Notes at a cost, including premium, of $317.4 million and recorded a loss on such redemption of $21.5 million (being $0.33 per share).~~

Interest expense in the nine months ended September 30, 2019 increased to $55.1 million from $36.0 million in the same period of 2018 primarily as a result of the issuance in December 2018 of $350.0 million of our 2025 Senior Notes to finance the acquisition of MPR.

In the nine months ended September 30, 2018, we recognized an expense of $7.0 million, or $0.11 per share, in connection with the legal cost award against us in our prior claim under the North American Free Trade Agreement ("NAFTA").

~~During the nine months ended September 30, 2019, income tax expense increased to $35.1 million from $28.2 million in the same period of 2018.~~ ~~The annual effective tax rate was 36% in the current period.~~

For the nine months ended September 30, 2019, our net income decreased to $63.1 million, or $0.96 per share from $83.6 million, or $1.28 per basic and $1.27 per diluted share in the same period of 2018, after giving effect to costs of $28.5 million, or $0.44 per basic and $0.43 per diluted share, for the redemption of senior notes and the NAFTA legal cost award.

In the nine months ended September 30, 2019, Operating EBITDA modestly declined to $244.6 million from $246.5 million in the same period of 2018 primarily due to lower pulp and lumber sales realizations partially offset by higher pulp and energy sales volumes,price, lower per unit fiber costs ~~the inclusion of MPR, lower maintenance costs~~ and ~~the positive impact of a stronger dollar on our euro denominated costs and expenses.~~

~~Pulp Segment – Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018~~

Pulp revenues in the nine months ended September 30, 2019 increased by approximately 30% to $1,095.2 million from $845.5 million in the same period of 2018 due to the inclusion of MPR and higher sales volumes partially offset by lower sales realizations.

Energy and chemical revenues increased by approximately 33% to $71.1 million in the nine months ended September 30, 2019 from $53.4 million in the same period of 2018 when one turbine at each of our Stendal and Celgar mills was taken offline for scheduled maintenance.strong production.

NBSK pulp production increased by approximately 31% to 1,355,120 ADMTs in the nine months ended September 30, 2019 from 1,037,697 ADMTs in the same period of 2018. We had annual maintenance downtime of 28 days (approximately 21,600 ADMTs) in the nine months ended September 30, 2019, compared to 51 days (approximately 69,900 ADMTs) in the nine months ended September 30, 2018.

We estimate that annual maintenance downtime in the nine months ended September 30, 2019 adversely impacted our operating income by approximately $21.1 million, comprised primarily of direct out-of-pocket expenses.

~~NBSK pulp sales volumes increasedby approximately 32% to 1,356,584 ADMTs in the nine months ended September 30, 2019 compared to 1,025,232 ADMTs in the same period of 2018 primarily due to the inclusion of MPR and higher production.~~

In the nine months ended September 30, 2019, pulp pricing decreased from the same period of 2018, largely as a result of high producer inventory levels. Average list prices for NBSK pulp in Europe were approximately $987 per ADMT in the nine months ended September 30, 2019, compared to approximately $1,176 per ADMT in the same period of 2018. Average list prices for NBSK pulp in China and North America were approximately $649 per ADMT and $1,281 per ADMT, respectively, in the nine months ended September 30, 2019, compared to approximately $902 per ADMT and $1,307 per ADMT, respectively, in the nine months ended September 30, 2018.

Average NBSK pulp sales realizations decreased by approximately 16% to $689 per ADMT in the nine months ended September 30, 2019 from approximately $817 per ADMT in the same period of 2018 primarily due to lower list prices.

As a result of the decline in pulp prices in China, during the nine months ended September 30, 2019, we recorded a net write down of our inventory carrying values at our Canadian mills of $6.9 million.

In the nine months ended September 30, 2019, foreign exchange had a net positive impact of $25.7 million on operating income compared to the same period of 2018 primarily due to the strengthening of the dollar against the euro which decreased the dollar cost of our euro denominated costs and expenses.

Costs and expenses in the nine months ended September 30, 2019 increased by approximately 40% to $1,009.6 million from $720.1 million in the nine months ended September 30, 2018 primarily due to the inclusion of MPR and higher pulp sales volumes partially offset by lower maintenance and per unit fiber costs and the positive impact of a stronger dollar on our euro denominated costs and expenses. In the nine months ended September 30, 2019, we reversed a wastewater fee accrual of $7.2 million.

~~In the nine months ended September 30, 2019, depreciation and amortization increased to $87.6 million from $63.5 million in the same period of 2018 primarily due the inclusion of MPR.~~

On average, in the nine months ended September 30, 2019 overall per unit fiber costs decreased by approximately 10% from the same period of 2018 primarily due to lower per unit fiber costs for our German mills and the positive impact of a stronger dollar on our euro denominated fiber costs. In the nine months ended September 30, 2019, the per unit fiber costs for our German mills declined due to the continued availability of storm and beetle damaged wood. For our Canadian mills, per unit fiber costs remained high due to strong demand for fiber in Celgar’s fiber procurement area.

Transportation costs for our pulp segment increased to $111.4 million in the nine months ended September 30, 2019 from $53.2 million in the same period of 2018 primarily as a result of the inclusion of MPR.

In the nine months ended September 30, 2019, pulp segment operating income decreased by approximately 13% to $157.2 million from $179.8 million in the same period of 2018 primarily due to lower pulp sales realizations partially offset by higher pulp and energy sales volumes, lower maintenance and per unit fiber costs and the positive impact of a stronger dollar.

~~Wood Products Segment ‑ Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018~~

In the nine months ended September 30, 2019, lumber revenues decreased to $107.2 million from $131.4 million, primarily due to lower sales realizations. In the nine months ended September 30, 2019 approximately 29% of sales volumes were in the U.S. market and the majority of remaining sales were to Europe.

~~Energy and wood residual revenues decreased to $13.2 million in the nine months ended September 30, 2019 from $15.2 million in the same period of 2018 primarily due to lower sales realizations.~~

Production increased to 308.0 MMfbm of lumber in the nine months ended September 30, 2019 from 294.1 MMfbm in the same period of 2018 primarily due to planned downtime for capital projects in the prior year period.

Average lumber sales realizations decreased by approximately 17% to $348 per Mfbm in the nine months ended September 30, 2019 from approximately $421 per Mfbm in the same period of 2018 primarily due to lower pricing in both the U.S. and Europe. U.S. lumber pricing declined as record pricing in 2018 resulted in increased supply and high producer inventory levels. European lumber pricing also declined due to an increase in the supply of lumber processed from beetle and storm damaged wood which generally obtains lower prices.

Fiber costs were approximately 75% of our lumber cash production costs in the nine months ended September 30, 2019. In the nine months ended September 30, 2019 per unit fiber costs decreased by approximately 26% from the same period of 2018 primarily due to the availability of lower cost storm and beetle damaged wood.

~~In the nine months ended September 30, 2019, lumber segment depreciation and amortization was flat at $5.9 million compared to the same period of 2018.~~

~~Transportation costs increased to $17.7 million in the nine months ended September 30, 2019 from $16.4 million in the same period of 2018 due to a higher proportion of sales to the U.S. market.~~

In the nine months ended September 30, 2019, our wood products segment operating income decreased to $2.1 million from $5.5 million in the same period of 2018 primarily due to lower sales realizations partially offset by lower per unit fiber costs.

We operate in a cyclical industry and our operating cash flows vary accordingly. Our principal operating cash expenditures are for fiber, labor and chemicals. Working capital levels fluctuate throughout the year and are affected by maintenance downtime, changing sales patterns, seasonality and the timing of receivables and sales and the payment of payables and expenses.

Cash Flows from Operating Activities. Cash provided by operating activities ~~increased to $187.8~~was $22.8 million in the nine months ended September 30, ~~2019 from $172.9~~2020 compared to $187.8 million in the comparative period of ~~2018.~~2019. A decrease in accounts receivable provided cash of ~~$17.2~~$11.2 million in the nine months ended September 30, ~~2019~~2020 compared to ~~$8.2~~$17.2 million in the same period of ~~2018. A decrease~~2019. An increase in inventories ~~provided~~used cash of ~~$22.6~~$20.4 million in the nine months ended September 30, ~~2019~~2020 compared to ~~an increase~~a decrease in inventories ~~using~~providing cash of ~~$60.1~~$15.7 million in the same period of ~~2018.~~2019. A decrease in accounts payable and accrued expenses ~~excluding non-cash items,~~ used cash of ~~$12.7~~$54.0 million in the nine months ended September 30, ~~2019~~2020 compared to ~~an increase in accounts payable and accrued expenses providing cash of $44.1~~$12.7 million in the same period of ~~2018.~~2019.

Cash Flows from Investing Activities. Investing activities in the nine months ended September 30, 2020~~2019~~ used cash of $46.3 million primarily related to capital expenditures of $59.2 million and $9.4 million for other investments partially offset by proceeds of $21.5 million from the sale of such investments. In the nine months ended September 30, 2020, capital expenditures included the Phase II expansion and optimization project at our Friesau sawmill, additional land for fiber storage at the Stendal mill and other smaller maintenance and optimization projects. In the nine months ended September 30, 2019, investing activities used cash of $82.3 million primarily related to capital expenditures of $81.4 million. In the nine months ended September 30, 2019,, capital expenditures included improvements to the bale line and a turpentine extraction project at our Celgar mill, the planer line replacement project at our Friesau sawmill and wastewater improvement projects at our German pulp mills. In the nine months ended September 30, 2018, investing activities used cash of $71.8 million primarily related to capital expenditures of $71.6 million. In the nine months ended September 30, 2018, capital expenditures included spending on large maintenance projects at our pulp mills, improvements to the digester performance at our Celgar mill, wastewater improvement projects at our German pulp mills and upgrades to our planer mill and large saw line and the replacement of mobile equipment at our Friesau sawmill.

Cash Flows from Financing Activities. In the nine months ended September 30, 2020, financing activities provided cash of $18.4 million primarily from $34.4 million of borrowings under our revolving credit facilities. In the nine months ended September 30, 2020 we paid dividends of $13.3 million and used $0.2 million to repurchase common shares. In the nine months ended September 30, 2019, financing activities used cash of $79.7 million primarily to repay $58.4 million ofunder our revolving credit facilities. In the nine months ended September 30, 2019, we received $6.5 million of government grants ~~primarily~~related to ~~finance greenhouse gas reduction capital projects at the~~our Peace River ~~mill. We~~mill, paid dividends of $17.2 million and used $0.8 million to repurchase common shares. In the nine months ended September 30, 2018, financing activities used cash of $311.5 million primarily in connection with the redemption of $300.0 million of 2022 Senior Notes, which used cash of $317.4 million. In the nine months ended September 30, 2018, advances of $34.3 million on our revolving credit facilities were used primarily to finance capital projects at the Friesau sawmill and wood procurement activities. In the nine months ended September 30, 2018, we paid dividends of $24.4 million and $1.4 million of debt issuance costs related to our 5.5% senior notes due 2026 (“2026 Senior Notes”).

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

	September 30,		December 31,		September 30,		December 31,
	2019		2018		2020		2019
Financial Position	(in thousands)
					(in thousands)
Cash and cash equivalents	$	264,899	$	240,491	$	345,580	$	351,085
Working capital	$	578,951	$	615,311	$	633,764	$	588,385
Total assets	$	1,949,653	$	1,975,735	$	2,044,735	$	2,065,720
Long-term liabilities	$	1,154,209	$	1,198,918	$	1,293,312	$	1,259,005
Total equity	$	591,387	$	581,429	$	550,707	$	550,403

Primarily as a result of the strengthening of the dollar versus the euro as at September 30, 2019, we recorded a net non-cash decrease in the carrying value of our net assets, consisting primarily of our fixed assets denominated in euros. This net non-cash decrease of approximately $28.3 million does not affect our net income, Operating EBITDA or cash flows but is reflected in our other comprehensive loss and as a decrease to our total equity.

Our principal sources of funds are cash flows from operations and cash and cash equivalents on hand. Our principal ~~operating~~ uses of funds consist of operating ~~expenses,~~expenditures, capital expenditures and ~~semi-annual~~ interest payments on our ~~outstanding~~ senior notes.

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

	Nine Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2020		2019
	(in thousands)				(in thousands)
Capital expenditures	$	81,417	$	71,583	$	59,201	$	81,417
Cash paid for interest expense⁽¹⁾	$	55,742	$	35,287	$	76,257	$	55,742
Interest expense⁽²⁾	$	55,103	$	35,972	$	60,056	$	55,103

As atof September 30, ~~2019 our~~2020 we had cash and cash equivalents ~~increased to $264.9~~of $345.6 million ~~from $240.5~~and approximately $255.0 million ~~at the end of 2018. As at September 30, 2019, we had approximately $279.1 million~~available under our revolving credit ~~facilities.~~facilities and as a result aggregate liquidity of about $600.6 million.

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 October 2019, we issued $200.0 million aggregate principal amount of additional 2025 Senior Notes at 102.75% of their principal amount for a yield to worst of 6.435%. The net proceeds of the issue were used, in part, to redeem $100.0 million in principal amount of our 2022 Senior Notes and the balance will be used for general corporate purposes.

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.

Certain of our long-term obligations contain various financial tests and covenants customary to these types of arrangements. See our annual report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019.

As atof September 30, ~~2019,~~2020, we were in full compliance with all of the covenants of our indebtedness.

At September 30, ~~2019,~~2020, we did not have any off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K).

There were no material changes outside the ordinary course to any of our material contractual obligations during the nine months ended September 30, ~~2019.~~2020.

As a majority of our assets, liabilities and expenditures are held or denominated in euros or Canadian dollars, 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 recorded in other comprehensive income (loss) and do not affect our net earnings.

As a result of the ~~strengthening~~weakening of the dollar versus the euro as atof September 30, ~~2019,~~2020, we recorded a ~~net~~ non-cash ~~decrease~~increase of ~~$28.3~~$21.5 million in the carrying value of our net assets, consisting primarily of our fixed assets denominated in euros. This non-cash increase does not affect our net income (loss), Operating EBITDA or cash but is reflected in our other comprehensive income (loss) and as an increase to our total equity. As a result, our accumulated other comprehensive loss ~~increased~~decreased to ~~$156.3~~$95.0 million.

Based upon the exchange rate as atof September 30, ~~2019,~~2020, the dollar has ~~strengthened~~weakened by approximately 5%4% against the euro and ~~weakened~~has strengthened by approximately 3% against the Canadian dollar since December 31, ~~2018.~~2019. See "Quantitative and Qualitative Disclosures about Market Risk".

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".

In July 2020 Moody's confirmed its rating on our Senior Notes is Ba3 and its outlook is stable. In April 2020, S&P reduced its rating on our Senior Notes to B+ from BB- and its outlook to negative from stable. Its recovery rating remained unchanged at "3". 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.

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 the 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 increases, these judgments become even more subjective and complex.

Our significant accounting policies are disclosed in Note 1 to our audited annual financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019. 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, pension and other post-retirement benefit obligations, deferred income taxes (valuation allowance and permanent reinvestment), depreciation and amortization, future cash flows associated with impairment testing for ~~inventory and~~ long-lived assets, the allocation

of the purchase price in a business combination to the assets acquired and liabilities assumed, legal liabilities and contingencies. Actual results could differ materially from these estimates, and changes in these estimates are recorded when known.

We have identified certain accounting policies that are the most important to the portrayal of our current financial condition and results of operations.

For information about both our significant and critical accounting policies, see our annual report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019.

The statements in this report that are not reported financial results or other historical information are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.

Generally, 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 "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", or words of similar meaning, or future or conditional verbs, such as "will", "should", "could", or "may", although not all forward-looking statements contain these identifying words. Forward-looking statements are based on expectations, forecasts and assumptions by our management and involve a number of risks, uncertainties and other factors, many of which are beyond our control, that could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. These factors include, but are not limited to, the following:

Given these uncertainties, you should not place undue reliance on our forward-looking statements. The foregoing review of important factors is not exhaustive or necessarily in order of importance and should be read in conjunction with the risks and assumptions including those set forth under "Part II. Other Information – Item 1A. Risk Factors" and in reports and other documents we have filed with or furnished to the SEC, including in our annual report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019. We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Unless required by law, we do not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. However, you should carefully review the reports and other documents we file from time to time with the SEC.

The pulp and lumber businesses are highly cyclical in nature and markets are characterized by periods of supply and demand imbalance, which in turn can materially affect prices. Pulp and lumber markets 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 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 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 ~~NBSK~~ pulp production on the market, if market conditions, prices and trends warrant such actions.

Demand for each of pulp and lumber has historically been determined primarily by general global macro-economic conditions and has been closely tied to overall business activity. Pulp prices have been and are likely to continue to be volatile and can fluctuate widely over time. Between ~~2009~~2010 and 2019, European list prices for NBSK pulp have fluctuated between a low of approximately ~~$575~~$760 per ADMT in ~~2009~~2012 to a high of $1,230 per ADMT in 2018. In the same period, the average North American NBHK price has fluctuated between a low of ~~$520~~$700 per ADMT in ~~2009~~2012 to a high of ~~$1,215~~$1,235 per ADMT in 2018.

Our mills and operations voluntarily subject themselves to third-party certification as to compliance with internationally recognized, sustainable management standards because end use paper and lumber customers have shown an increased interest in understanding the origin of products they purchase. Demand for our products could be adversely affected if we, or our suppliers, are unable to achieve compliance, or are perceived by the public as failing to comply, with these standards or if our customers require compliance with alternate standards for which our operations are not certified.

A pulp producer's actual sales price realizations are ~~list prices~~ net of customer discounts, rebates and other selling concessions. ~~Over the last three years, these types of selling concessions have increased as producers compete for customers and sales.~~

Accordingly, prices for pulp and lumber are driven by many factors outside our control, and we have little influence over the timing and extent of price changes, which are often volatile. 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 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.

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 and sawlogs. Wood 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 prices could affect producer profit margins if they are unable to pass along price increases to pulp and lumber customers or purchasers of surplus energy.

We have manufacturing operations in Germany and Canada. 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.

We are exposed to market risks from changes in interest rates and foreign currency exchange rates, particularly the exchange rates between the dollar and the euro and Canadian dollar. Changes in these rates may affect our results of operations and financial condition and, consequently, our fair value. We seek to manage these risks through internal risk management policies as well as the periodic use of derivatives.

For additional information, please refer to Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk included in our annual report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019.

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 Securities Exchange Act of 1934, as amended, referred to as the "Exchange Act"), as of the end of the period covered by this report. 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.

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 covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are subject to routine litigation incidental to our business, including that which is described in our latest annual report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019. We do not believe that the outcome of such litigation will have a material adverse effect on our business or financial condition.

~~There~~Other than as set out below, there have been no material changes to the factors disclosed in Item 1A. Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019.

The COVID-19 pandemic could materially adversely affect our business, financial position and results of operations.

The outbreak of COVID-19 in late 2019 initially in China and its subsequent spread globally through 2020 has resulted in significant and widespread global infections and fatalities. In March 2020, the World Health Organization declared the spread of the COVID-19 virus a pandemic. The rapid spread of the virus has resulted in various federal, state and provincial governments declaring emergency measures and the implementation of numerous measures to attempt to contain the virus, including travel bans and restrictions, quarantines, business closures, shelter in place orders and other shutdowns and restrictions.

The impact of the pandemic and the global response thereto has, among other things, significantly disrupted global economic activity, negatively impacted gross domestic product and caused significant volatility in financial markets, with various countries already reporting significant declines in gross domestic product and business activity and material increases in unemployment. While various countries, including the United States, Germany, Canada and China have implemented stimulus packages and other fiscal measures to attempt to reduce the impact of the pandemic on their economies, the impact of the pandemic on global economic activity and markets both in the short and longer term is uncertain at this time.

As demand for our products has principally historically been determined by general global macro-economic activities, demand and prices for our products have historically decreased substantially during economic slowdowns. A significant economic downturn may adversely affect our sales and profitability and may also adversely affect our customers and suppliers. Additionally, significant disruptions and volatility in financial markets could have a negative impact on our ability to access capital in the future.

Recently there has been a widespread increase or "second wave" in reported infections including in Europe and the United States. In response, various countries including in Europe have announced the re-imposition of some restrictions on social, business and other activities. Currently we are unable to predict the impact of the recent resurgence in infections, the extent of measures governments may take in response thereto, including imposing some or all prior or new restrictive measures, including business closures. Further, we are currently unable to predict the overall impact of such resurgence on global economic activity or the pace of any economic recovery.

Our products are an important constituent of many pandemic related high demand goods such as tissue and cleaning products and certain personal protective equipment. However, our mills could experience disruptions, downtime and closures in the future as a result of changes to existing government response measures, outbreaks of the virus among our employees or operations or disruptions to raw material supplies or access to logistics networks.

The magnitude and duration of the disruption and resulting decline in business activity resulting from the COVID-19 pandemic is currently uncertain. The extent to which the COVID-19pandemic impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including:

The effect of the pandemic, including remote working arrangements for employees, has also increased the risk of cyberattacks on, and other material breaches of, our and our third party service providers' information technology systems.

Any of these events could cause or contribute to the risks and uncertainties enumerated in our annual report on Form 10-K for the year ended December 31, 2019 and could materially adversely affect our business, financial position and results of operations.

In May 2019, our board of directors authorized a common stock repurchase program, under which we may purchase up to $50 million of our shares, ~~until~~which expired in May 2020. Repurchases may be made from time to time under the program through open market or in privately negotiated transactions, through block trades or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Exchange Act. The repurchase program iswas subject to market conditions, applicable legal requirements and other factors. ~~The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time.~~

~~Share repurchase activity during the nine month period ended September 30, 2019 was as follows:~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

	Purchase Price Allocation
Current assets	$	134,748
Property, plant and equipment		214,260
Investment in joint ventures		55,325
Amortizable intangible assets, timber cutting rights (a)		37,634
Other long term-assets		392
Total assets acquired		442,359
Current liabilities		35,578
Pension obligations		9,747
Deferred income tax		49,907
Other long-term liabilities		3,097
Total liabilities assumed		98,329
Net assets acquired	$	344,030

	September 30,		December 31,
	2019		2018
Raw materials	$	78,996	$	103,983
Finished goods		95,090		114,304
Spare parts and other		95,357		85,526
	$	269,443	$	303,813

	September 30,		December 31,
	2020		2019
Raw materials	$	64,104	$	99,754
Finished goods		102,570		77,815
Spare parts and other		103,190		95,030
	$	269,864	$	272,599

	September 30,		December 31,
	2019		2018
2022 Senior Notes, principal amount $100,000 (a)	$	99,125	$	98,918
2024 Senior Notes, principal amount $250,000 (a)		246,722		246,154
2025 Senior Notes, principal amount $350,000 (a)		343,076		342,761
2026 Senior Notes, principal amount $300,000 (a)		295,164		294,588
Credit arrangements
€200 million joint revolving credit facility (b)		—		58,968
C$60 million revolving credit facility (c)		—
C$40 million revolving credit facility (d)		—		—
€2.6 million demand loan (e)		—		—
	$	984,087	$	1,041,389


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


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

Large ~~Accelerated Filer~~accelerated filer	☒	Accelerated ~~Filer~~filer	☐
~~Emerging Growth Company~~Non-accelerated filer	☐	Smaller ~~Reporting Company~~reporting company	☐
~~Non-Accelerated Filer~~	☐		Emerging growth company	☐

2019	$	—
2020		—
2021		—
2022		100,000
2023		—
Thereafter		900,000
	$	1,000,000

2024 Senior Notes				2025 Senior Notes				2026 Senior Notes
12 Month Period Beginning	Percentage			12 Month Period Beginning	Percentage			12 Month Period Beginning	Percentage
February 1, 2020		103.250	%	January 15, 2021		103.688	%	January 15, 2021		102.750	%
February 1, 2021		101.625	%	January 15, 2022		101.844	%	January 15, 2022		101.375	%
February 1, 2022 and thereafter		100.000	%	January 15, 2023 and thereafter		100.000	%	January 15, 2023 and thereafter		100.000	%

Date Declared	Dividend Per Common Share		Amount
February 13, 2020	$	0.1375	$	9,047
April 30, 2020		0.0650		4,282
July 30, 2020		0.0650		4,281
	$	0.2675	$	17,610

	Number of PSUs
Outstanding as atof January 1, ~~2019~~2020		~~2,036,008~~1,764,976
Granted		~~641,206~~1,140,834
Vested and issued		(~~449,395~~194,948	)
Forfeited		(~~462,843~~319,780	)
Outstanding as atof September 30, ~~2019~~2020		~~1,764,976~~2,391,082

	Number of Restricted Shares
Outstanding as atof January 1, ~~2019~~2020		~~31,130~~31,405
Granted		~~31,405~~68,140
Vested		(~~31,130~~31,405	)
Outstanding as atof September 30, ~~2019~~2020		~~31,405~~68,140

	Foreign Currency Translation Adjustment			Defined Benefit Pension and Other Post- Retirement Benefit Items			Total
Balance as at January 1, 2019	$	(127,000	)	$	(1,170	)	$	(128,170	)
Other comprehensive loss before reclassifications		(28,285	)		(20	)		(28,305	)
Amounts reclassified from accumulated other comprehensive loss		—			154			154
Other comprehensive income (loss), net of taxes		(28,285	)		134			(28,151	)
Balance as at September 30, 2019	$	(155,285	)	$	(1,036	)	$	(156,321	)

Three Months Ended September 30, 2018	Pulp		Wood Products			Corporate and Other			Consolidated
Revenues from external customers	$	292,969	$	38,089		$	—		$	331,058
Operating income (loss)	$	68,794	$	(1,770	)	$	(3,678	)	$	63,346
Depreciation and amortization	$	20,802	$	2,395		$	113		$	23,310
Revenues by major products
Pulp	$	274,970	$	—		$	—		$	274,970
Lumber		—		34,270			—			34,270
Energy and chemicals		17,999		1,978			—			19,977
Wood residuals		—		1,841			—			1,841
Total revenues	$	292,969	$	38,089		$	—		$	331,058
Revenues by geographical markets
U.S.	$	7,148	$	10,857		$	—		$	18,005
Germany		132,233		14,771			—			147,004
China		44,981		—			—			44,981
Other countries		108,607		12,461			—			121,068
Total revenues	$	292,969	$	38,089		$	—		$	331,058

Nine Months Ended September 30, 2018	Pulp		Wood Products		Corporate and Other			Consolidated
Revenues from external customers	$	898,836	$	146,657	$	—		$	1,045,493
Operating income (loss)	$	179,824	$	5,534	$	(8,488	)	$	176,870
Depreciation and amortization	$	63,452	$	5,860	$	331		$	69,643
Revenues by major products
Pulp	$	845,460	$	—	$	—		$	845,460
Lumber		—		131,429		—			131,429
Energy and chemicals		53,376		8,014		—			61,390
Wood residuals		—		7,214		—			7,214
Total revenues	$	898,836	$	146,657	$	—		$	1,045,493
Revenues by geographical markets
U.S.	$	18,451	$	42,511	$	—		$	60,962
Germany		373,176		58,631		—			431,807
China		204,818		—		—			204,818
Other countries		302,391		45,515		—			347,906
Total revenues	$	898,836	$	146,657	$	—		$	1,045,493

	Fair value measurements as of September 30, 2020 using:
Description	Level 1		Level 2		Level 3		Total
Revolving credit facilities	$	0	$	34,485	$	0	$	34,485
Senior Notes		0		1,095,500		0		1,095,500
	$	0	$	1,129,985	$	0	$	1,129,985

	Fair value measurements at December 31, 2018 using:
Description	Level 1		Level 2		Level 3		Total
Revolving credit facility	$	—	$	58,968	$	—	$	58,968
Senior notes		—		965,000		—		965,000
	$	—	$	1,023,968	$	—	$	1,023,968

	Finance Leases			Operating Leases
2019	$	1,731		$	819
2020		3,405			3,084
2021		3,280			2,941
2022		3,109			2,694
2023		3,233			2,004
Thereafter		16,147			4,617
Total lease payments		30,905			16,159
Less: imputed interest		(6,050	)		(3,105	)
Total lease liability	$	24,855		$	13,054

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program
May 1 - May 31, 2019		23,630	$	14.30		23,630
June 1 - June 30, 2019		29,249	$	14.21		29,249
		52,879					$	49,246,566

Exhibit No.		Description


31.1		Section 302 Certification of Chief Executive Officer

31.2		Section 302 Certification of Chief Financial Officer

32.1*		Section 906 Certification of Chief Executive Officer

32.2*		Section 906 Certification of Chief Financial Officer

101		The following financial information from the Quarterly Report on Form 10-Q for the fiscal period ended September 30, ~~2019~~2020 of Mercer International Inc., formatted in ~~inline~~Inline Extensible Business Reporting Language (iXBRL): (i) Interim Consolidated Statements of Operations; (ii) Interim Consolidated Statements of Comprehensive Income (Loss); (iii) Interim Consolidated Balance Sheets; (iv) Interim Consolidated Statements of Changes in Shareholders' Equity; (v) Interim Consolidated Statements of Cash Flows; and (vi) Notes to the Interim Consolidated Financial Statements.
104		The cover page from the ~~Company’s~~Company's Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2019,~~2020 has been formatted in Inline XBRL.

	MERCER INTERNATIONAL INC.

	By:		/s/ David M. Gandossi
			David M. Gandossi
			Chief Executive Officer and President