[Forward-Looking Statements](index=2&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section outlines the company's forward-looking statements, which are subject to various risks and may differ from actual results - The report contains forward-looking statements regarding **capital expenditures**, **product demand**, **COVID-19 impact**, **inventory levels**, **input costs**, **major maintenance**, and **other operational and financial expectations**. These statements are based on management's current expectations and are subject to change, with actual results potentially differing materially due to various **risk factors**[2](index=2&type=chunk) [PART I. Financial Information](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the company's unaudited consolidated financial statements and detailed notes [ITEM 1. Consolidated Financial Statements](index=4&type=section&id=ITEM%201.%20Consolidated%20Financial%20Statements) This section presents the company's unaudited consolidated financial statements and detailed notes for the specified periods [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) This section presents the company's consolidated balance sheets, detailing assets, liabilities, and equity at specific dates Consolidated Balance Sheet Summary | (In millions) | March 31, 2021 | December 31, 2020 | | :------------------------------------- | :------------- | :---------------- | | **ASSETS** | | | | Cash and cash equivalents | $57.1 | $35.9 | | Receivables, net | $134.9 | $160.6 | | Inventories | $293.1 | $263.3 | | Total current assets | $500.4 | $474.9 | | Property, plant and equipment, net | $1,173.2 | $1,191.5 | | TOTAL ASSETS | $1,803.9 | $1,800.4 | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Current portion of long-term debt | $1.7 | $1.7 | | Accounts payable and accrued liabilities | $233.5 | $243.1 | | Total current liabilities | $235.3 | $244.8 | | Long-term debt | $716.3 | $716.4 | | TOTAL LIABILITIES | $1,267.8 | $1,279.3 | | TOTAL STOCKHOLDERS' EQUITY | $536.1 | $521.1 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $1,803.9 | $1,800.4 | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) This section presents the company's consolidated statements of operations, detailing revenues, expenses, and net income Consolidated Statements of Operations Summary | (In millions, except per-share data) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net sales | $425.9 | $477.9 | | Cost of sales | $370.6 | $423.0 | | Selling, general and administrative expenses | $27.8 | $27.5 | | Total operating costs and expenses | $398.8 | $459.1 | | Income from operations | $27.1 | $18.8 | | Interest expense, net | $(9.3) | $(12.8) | | Income before income taxes | $15.3 | $4.1 | | Income tax provision (benefit) | $3.2 | $(6.2) | | Net income | $12.1 | $10.3 | | Net income per common share: | | | | Basic | $0.73 | $0.62 | | Diluted | $0.71 | $0.62 | [Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) This section presents the company's consolidated statements of comprehensive income (loss), including net income and other comprehensive income Consolidated Statements of Comprehensive Income (Loss) Summary | (In millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :---------------------------------------------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $12.1 | $10.3 | | Other comprehensive income, net of tax (Amortization of actuarial loss) | $1.9 | $1.8 | | Comprehensive income | $14.0 | $12.1 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's consolidated statements of cash flows, detailing cash movements from operating, investing, and financing activities Consolidated Statements of Cash Flows Summary | (In millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :---------------------------------------------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash flows provided by operating activities | $33.8 | $11.7 | | Net cash flows used in investing activities | $(11.1) | $(10.5) | | Net cash flows provided by (used in) financing activities | $(1.4) | $38.1 | | Increase in cash, cash equivalents and restricted cash | $21.2 | $39.3 | | Cash, cash equivalents and restricted cash at end of period | $58.2 | $61.8 | [Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity) This section presents the company's consolidated statements of stockholders' equity, detailing changes in equity components Consolidated Statements of Stockholders' Equity Summary | (In millions, except share amounts in thousands) | Balance at Dec 31, 2020 | Net Income | Stock-based Comp. Expense | Issuance of Shares | Stock Option Exercise | Amortization of Actuarial Loss | Balance at Mar 31, 2021 | | :----------------------------------------------- | :---------------------- | :--------- | :------------------------ | :----------------- | :-------------------- | :----------------------------- | :---------------------- | | Common Shares | 16,572 | — | — | 92 | 13 | — | 16,678 | | Additional Paid-In Capital | $16.6 | — | $2.0 | $(1.6) | $0.5 | — | $17.6 | | Retained Earnings | $558.8 | $12.1 | — | — | — | — | $570.9 | | Accumulated Other Comprehensive Loss | $(54.3) | — | — | — | — | $1.9 | $(52.4) | | Total Stockholders' Equity | $521.1 | $12.1 | $2.0 | $(1.6) | $0.5 | $1.9 | $536.1 | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed notes explaining the basis of presentation, accounting policies, and financial account breakdowns [NOTE 1 Basis of Presentation](index=10&type=section&id=NOTE%201%20BASIS%20OF%20PRESENTATION) This note provides detailed information on basis of presentation - The **unaudited consolidated financial statements** are prepared in accordance with **Form 10-Q instructions** and include **all necessary normal recurring adjustments**. **Interim results are not necessarily indicative of full-year results** and should be read in conjunction with the 2020 Form 10-K[24](index=24&type=chunk) [NOTE 2 Recently Adopted and New Accounting Standards](index=10&type=section&id=NOTE%202%20RECENTLY%20ADOPTED%20AND%20NEW%20ACCOUNTING%20STANDARDS) This note provides detailed information on recently adopted & new accounting standards - The company adopted **ASU 2019-12**, 'Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes,' effective January 1, 2021, which **did not have a material impact** on the consolidated financial statements[25](index=25&type=chunk) [NOTE 3 Fair Value Measurements](index=10&type=section&id=NOTE%203%20FAIR%20VALUE%20MEASUREMENTS) This note provides detailed information on fair value measurements Fair Value of Debt Instruments | Debt Instrument | March 31, 2021 | December 31, 2020 | | :-------------------------------- | :------------- | :---------------- | | Term loan maturing 2026 (variable) | $129.0 | $129.6 | | 2014 Notes maturing 2025 (fixed) | $316.9 | $325.1 | | 2020 Notes maturing 2028 (fixed) | $276.0 | $285.3 | [NOTE 4 Receivables](index=10&type=section&id=NOTE%204%20RECEIVABLES) This note provides detailed information on receivables Receivables Breakdown | Receivables Component | March 31, 2021 | December 31, 2020 | | :------------------------------------- | :------------- | :---------------- | | Trade accounts receivable | $121.5 | $139.0 | | Allowance for current expected credit losses | $(1.6) | $(1.6) | | Unbilled receivables | $8.1 | $5.1 | | Taxes receivable | $4.8 | $16.0 | | Other | $2.1 | $2.1 | | **Total Receivables** | **$134.9** | **$160.6** | [NOTE 5 Inventories](index=11&type=section&id=NOTE%205%20INVENTORIES) This note provides detailed information on inventories Inventories Breakdown | Inventory Component | March 31, 2021 | December 31, 2020 | | :-------------------------------- | :------------- | :---------------- | | Logs, chips and sawdust | $14.9 | $17.2 | | Pulp | $20.1 | $11.5 | | Paperboard and tissue products | $159.7 | $137.0 | | Materials and supplies | $98.3 | $97.7 | | **Total Inventories** | **$293.1** | **$263.3** | [NOTE 6 Accounts Payable and Accrued Liabilities](index=11&type=section&id=NOTE%206%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20LIABILITIES) This note provides detailed information on accounts payable & accrued liabilities Accounts Payable and Accrued Liabilities Breakdown | Accounts Payable Component | March 31, 2021 | December 31, 2020 | | :------------------------------------- | :------------- | :---------------- | | Trade payables | $151.9 | $143.4 | | Accrued compensation | $30.3 | $41.7 | | Operating lease liabilities | $15.6 | $15.3 | | Accrued interest | $5.4 | $12.6 | | Accrued taxes other than income | $13.4 | $10.5 | | Other accrued liabilities | $16.9 | $19.6 | | **Total Accounts Payable and Accrued Liabilities** | **$233.5** | **$243.1** | - Included in accounts payable and accrued liabilities are **$8.5 million** and **$12.1 million** related to capital expenditures that had not yet been paid as of March 31, 2021 and December 31, 2020, respectively[30](index=30&type=chunk) [NOTE 7 Income Taxes](index=11&type=section&id=NOTE%207%20INCOME%20TAXES) This note provides detailed information on income taxes Income Tax Provision (Benefit) | Income Tax | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Income tax provision (benefit) | $3.2 | $(6.2) | | Effective tax rate (2020) | **Comparable to statutory** | **Varied from 21% due to $7.3M CARES Act benefit** | [NOTE 8 Other Operating Charges](index=11&type=section&id=NOTE%208%20OTHER%20OPERATING%20CHARGES) This note provides detailed information on other operating charges Other Operating Charges, Net | Other Operating Charges | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Reorganization expenses | — | $2.8 | | Union settlement | — | $6.6 | | Gain on divested assets | — | $(1.4) | | Directors' equity-based compensation expense | $0.4 | $0.2 | | Other | — | $0.4 | | **Total Other Operating Charges, net** | **$0.4** | **$8.6** | - The **significant decrease in other operating charges** from **$8.6 million** in Q1 2020 to **$0.4 million** in Q1 2021 was **primarily due to the absence of reorganization expenses and union settlement retroactive wage payments in 2021, which were present in 2020**[35](index=35&type=chunk) [NOTE 9 Non-Operating Income (Expense)](index=12&type=section&id=NOTE%209%20NON-OPERATING%20INCOME%20%28EXPENSE%29) This note provides detailed information on non-operating income (expense) Non-Operating Income (Expense) Details | Non-Operating Item | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------------------------- | :-------------------------------- | :-------------------------------- | | Interest expense | $(9.2) | $(12.2) | | Amortization of debt issuance costs | $(0.5) | $(0.6) | | Interest income | $0.3 | — | | **Interest expense, net** | **$(9.3)** | **$(12.8)** | | Non-operating pension and other postretirement employee benefits expense | $(2.5) | $(1.9) | | **Total non-operating expense** | **$(11.8)** | **$(14.7)** | [NOTE 10 Pension and Postretirement Employee Benefit Plans](index=12&type=section&id=NOTE%2010%20PENSION%20AND%20POSTRETIREMENT%20EMPLOYEE%20BENEFIT%20PLANS) This note provides detailed information on pension & postretirement employee benefit plans Net Periodic Pension and Postretirement Costs | Pension Benefit Plans | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Service cost | $0.5 | $0.6 | | Interest cost | $2.1 | $2.6 | | Expected return on plan assets | $(2.6) | $(3.7) | | Amortization of actuarial loss | $2.6 | $2.4 | | **Net periodic cost** | **$2.5** | **$1.9** | | Other Postretirement Employee Benefit Plans Net periodic cost | $0.5 | $0.6 | - The **service component of net periodic cost** is recorded in **'Cost of sales'** and **'Selling, general, and administrative expenses,'** while **non-service components** are recorded in **'Other non-operating expense.'**[39](index=39&type=chunk) [NOTE 11 Accumulated Other Comprehensive Loss](index=13&type=section&id=NOTE%2011%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20LOSS) This note provides detailed information on accumulated other comprehensive loss Accumulated Other Comprehensive Loss Adjustments | (In millions) | Pension Plan Adjustments | Other Postretirement Employee Benefit Plan Adjustments | Total | | :---------------------------------------------------------------------------------------------------- | :----------------------- | :----------------------------------------------------- | :------ | | Balance at December 31, 2020 | $(54.5) | $0.2 | $(54.3) | | Amounts reclassified from accumulated other comprehensive loss | $1.9 | — | $1.9 | | **Balance at March 31, 2021** | **$(52.6)** | **$0.2** | **$(52.4)** | [NOTE 12 Stockholders' Equity](index=13&type=section&id=NOTE%2012%20STOCKHOLDERS%27%20EQUITY) This note provides detailed information on stockholders' equity Stockholders' Equity Related Items | Stockholders' Equity Item | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :---------------------------------------------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Total stock-based compensation expense | $2.4 | $1.5 | | Income tax benefit related to stock-based compensation | $0.6 | $0.4 | | Impact on cash flow due to taxes paid related to net share settlement of equity awards and proceeds from sale of stock under employee awards | $1.1 | $0.7 | - As of March 31, 2021, **approximately 1.1 million shares** were available for future issuance under the current stock plan, and **$17.4 million** of compensation cost related to unvested restricted stock units and performance awards had not yet been recognized[41](index=41&type=chunk) [NOTE 13 Earnings Per Share](index=14&type=section&id=NOTE%2013%20EARNINGS%20PER%20SHARE) This note provides detailed information on earnings per share Earnings Per Share Calculation | (In thousands) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------------------------- | :-------------------------------- | :-------------------------------- | | Basic weighted-average common shares outstanding | 16,647 | 16,555 | | Incremental shares due to: | | | | Stock-based awards | 238 | 60 | | Performance shares | 94 | — | | **Diluted weighted-average common shares outstanding** | **16,979** | **16,615** | - Anti-dilutive shares excluded from the calculation were **0.2 million** and **0.9 million** for the three months ended March 31, 2021 and 2020, respectively[43](index=43&type=chunk) [NOTE 14 Segment Information](index=14&type=section&id=NOTE%2014%20SEGMENT%20INFORMATION) This note provides detailed information on segment information Segment Net Sales and Operating Income | (In millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | **Segment net sales:** | | | | Consumer Products | $208.4 | $262.5 | | Pulp and Paperboard | $219.7 | $223.1 | | Eliminations | $(2.2) | $(7.8) | | **Total segment net sales** | **$425.9** | **$477.9** | | **Operating income:** | | | | Consumer Products | $17.9 | $14.6 | | Pulp and Paperboard | $25.0 | $26.2 | | Corporate and eliminations | $(15.5) | $(13.4) | | Other operating charges, net | $(0.4) | $(8.6) | | **Income from operations** | **$27.1** | **$18.8** | Major Products Net Sales | Major Products Net Sales (In millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------------------------- | :-------------------------------- | :-------------------------------- | | Retail tissue | $195.1 | $248.0 | | Paperboard | $212.4 | $210.7 | | Non-retail tissue | $13.2 | $13.9 | | Pulp | $3.5 | $10.9 | | Other | $3.9 | $2.1 | | Eliminations | $(2.2) | $(7.8) | | **Total net sales** | **$425.9** | **$477.9** | [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of financial condition, operating results, future expectations, and liquidity for the period [Overview](index=16&type=section&id=OVERVIEW) This section provides an executive summary, outlines critical accounting policies, and defines non-GAAP measures [Executive Summary](index=16&type=section&id=Executive%20Summary) This section provides a high-level summary of the company's key financial performance metrics for the period Key Financial Metrics Summary | Financial Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Change (%) | | :----------------- | :-------------------------------- | :-------------------------------- | :--------- | | Net Sales | $425.9 million | $477.9 million | (11)% | | Net Income | $12.1 million | $10.3 million | 17.5% | | Diluted EPS | $0.71 | $0.62 | 14.5% | | Adjusted EBITDA | $54.3 million | $55.4 million | (2.0)% | [Critical Accounting Policies and Estimates](index=16&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section addresses the company's critical accounting policies and estimates, noting any significant changes - There have been **no significant changes** to the critical accounting policies and estimates disclosed in the Annual Report on Form 10-K for the year ended December 31, 2020[50](index=50&type=chunk) [Non-GAAP Measures](index=16&type=section&id=Non-GAAP%20Measures) This section defines and reconciles non-GAAP financial measures used by management to assess performance - **Adjusted EBITDA** is used as a supplemental measure of performance, defined as earnings (loss) from operations before interest expense, net, non-operating pension and other postretirement benefit costs, taxes, depreciation and amortization, and other operating charges, net[51](index=51&type=chunk) Adjusted EBITDA Reconciliation | (In millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :---------------------------------------------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $12.1 | $10.3 | | Income tax provision (benefit) | $3.2 | $(6.2) | | Interest expense, net | $9.3 | $12.8 | | Depreciation and amortization | $26.8 | $28.0 | | Other operating charges, net | $0.4 | $8.6 | | Other non-operating expense | $2.5 | $1.9 | | **Adjusted EBITDA** | **$54.3** | **$55.4** | | Adjusted EBITDA Consumer Products segment | $34.7 | $31.9 | | Adjusted EBITDA Pulp and Paperboard segment | $34.0 | $35.5 | | Adjusted EBITDA Corporate and other | $(14.4) | $(11.9) | [Our Operating Results](index=18&type=section&id=OUR%20OPERATING%20RESULTS) This section details the operating performance and financial results of the company's business segments [Consumer Products Segment](index=18&type=section&id=Consumer%20Products%20Segment) This section analyzes the financial performance of the Consumer Products segment, including sales, operating income, and Adjusted EBITDA Consumer Products Segment Performance | (Dollars in millions, except per unit) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Increase (decrease) (%) | | :------------------------------------- | :-------------------------------- | :-------------------------------- | :---------------------- | | Sales | $208.4 | $262.5 | (20.6)% | | Operating income | $17.9 | $14.6 | 22.6% | | Operating margin | 8.6% | 5.6% | | | Adjusted EBITDA | $34.7 | $31.9 | 8.8% | | Adjusted EBITDA margin | 16.6% | 12.1% | | | Shipments (short tons) | 80,185 | 99,793 | (19.6)% | | Retail sales price (per short ton) | $2,758 | $2,732 | 1.0% | | Non-retail sales price (per short ton) | $1,404 | $1,548 | (9.3)% | - **Sales volumes decreased** due to **slowing consumer demand and customer inventory rebalancing** following COVID-19 panic buying in 2020. **Operating income and Adjusted EBITDA increased** due to **lower input costs (packaging, chemical) and improved operating efficiencies**, despite **lower sales volume**[56](index=56&type=chunk) [Pulp and Paperboard Segment](index=19&type=section&id=Pulp%20and%20Paperboard%20Segment) This section analyzes the financial performance of the Pulp and Paperboard segment, including sales, operating income, and Adjusted EBITDA Pulp and Paperboard Segment Performance | (Dollars in millions, except per ton amounts) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Increase (decrease) (%) | | :-------------------------------------------- | :-------------------------------- | :-------------------------------- | :---------------------- | | Sales | $219.7 | $223.1 | (1.5)% | | Operating income | $25.0 | $26.2 | (4.4)% | | Operating margin | 11.4% | 11.7% | | | Adjusted EBITDA | $34.0 | $35.5 | (4.1)% | | Adjusted EBITDA margin | 15.5% | 15.9% | | | Shipments (short tons) | 206,712 | 207,916 | (0.6)% | | Sales price (per short ton) | $1,028 | $1,013 | 1.5% | - **Sales volumes decreased slightly** due to **product availability issues from weather-related production interruptions**. **Sales prices increased due to changes in product mix and initial impacts of a recently announced price increase**. **Operating income and Adjusted EBITDA decreased due to significant cost increases from a major winter storm**, including **higher natural gas and raw material costs**, **partially offset by higher sales prices**[58](index=58&type=chunk) [Corporate expenses](index=19&type=section&id=Corporate%20expenses) This section details the company's corporate overhead expenses not directly attributable to business segments Corporate Expenses Summary | Corporate Expenses (In millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------------------- | :-------------------------------- | :-------------------------------- | | Corporate expenses | $15.5 | $13.4 | - Corporate expenses primarily consist of **overhead costs** such as wages, benefits, professional fees, insurance, and other expenses for corporate functions not directly associated with business operations[59](index=59&type=chunk) [Other operating charges](index=19&type=section&id=Other%20operating%20charges) This section provides details on other operating charges, including non-recurring or unusual expenses - Refer to Note 8 for detailed information on other operating charges, which were significantly lower in Q1 2021 compared to Q1 2020[60](index=60&type=chunk) [Interest expense](index=19&type=section&id=Interest%20expense) This section details the company's interest expense, net, and its impact on financial results - Interest expense for the three months ended March 31, 2021, was **$3.5 million lower** than the prior year period, **primarily due to lower debt outstanding**[61](index=61&type=chunk) [Potential impairments](index=19&type=section&id=Potential%20impairments) This section discusses the company's policy and considerations regarding potential asset impairment charges - The company periodically reviews possible dispositions or reorganizations of assets, which may require recording **impairment charges** if **estimated net sales proceeds are less than previous estimates of undiscounted future net cash flows**[62](index=62&type=chunk)[63](index=63&type=chunk) [Expectations for the Second Quarter of 2021](index=20&type=section&id=Expectations%20for%20the%20Second%20Quarter%20of%202021) This section outlines management's financial and operational expectations for the upcoming second quarter of 2021 - In the Consumer Products segment, **significant declines in customer order patterns are expected to continue** in Q2 2021 due to **high customer and consumer inventory levels** from 2020's COVID-19 panic buying, leading to **reduced production**[64](index=64&type=chunk) - Both segments are expected to face **significant cost inflation**, particularly in **pulp prices**, as well as **chemicals, packaging, and freight**[64](index=64&type=chunk) - A **major planned maintenance outage** in Q2 2021 is anticipated to **impact Adjusted EBITDA by approximately $21 million to $24 million**[64](index=64&type=chunk) [Liquidity and Capital Resources](index=21&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section analyzes the company's liquidity position, cash flow generation, and capital resources [Operating Activities](index=21&type=section&id=Operating%20Activities) This section details cash flows generated from the company's primary operating activities Cash Flow from Operating Activities | Cash Flow from Operating Activities (In millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net cash flows provided by operating activities | $33.8 | $11.7 | - The increase in net cash flows from operating activities was **primarily driven by a net reduction in working capital**[67](index=67&type=chunk) [Investing Activities](index=21&type=section&id=Investing%20Activities) This section details cash flows used in the company's investing activities, primarily capital expenditures Cash Flow from Investing Activities | Cash Flow from Investing Activities (In millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net cash flows used in investing activities | $11.1 | $10.5 | - Cash paid for capital expenditures is expected to be **approximately $55 million to $60 million** for the full year 2021[68](index=68&type=chunk) [Financing Activities](index=21&type=section&id=Financing%20Activities) This section details cash flows provided by or used in the company's financing activities, including debt and equity transactions Cash Flow from Financing Activities | Cash Flow from Financing Activities (In millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net cash flows provided by (used in) financing activities | $(1.4) | $38.1 | - The shift from cash provided to cash used in financing activities was **primarily due to the absence of borrowings in the first three months of 2021 compared to the corresponding period in 2020**[69](index=69&type=chunk) [Credit Agreements](index=21&type=section&id=Credit%20Agreements) This section provides an overview of the company's credit agreements and compliance with financial covenants - The ABL Credit Agreement, maturing on July 26, 2024, includes a **$250 million** revolving loan commitment. As of March 31, 2021, **$229.2 million** was available under the line, with no outstanding borrowings and **$3.6 million** utilized for letters of credit[70](index=70&type=chunk) - The company's consolidated fixed charge coverage ratio was approximately **5.46x** as of March 31, 2021, well above the covenant requirement of **1.10 to 1.00**[70](index=70&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the company's exposure to market risks, specifically focusing on interest rate risk associated with its financial instruments [Interest Rate Risk](index=22&type=section&id=Interest%20Rate%20Risk) This section details the company's exposure to interest rate fluctuations and their potential impact on financial results - As of March 31, 2021, the company had **$129.3 million** in borrowings outstanding under its credit agreements. A **one percentage point** increase or decrease in interest rates would result in an approximate **$1.3 million** annual effect on interest expense[72](index=72&type=chunk) [ITEM 4. Controls and Procedures](index=23&type=section&id=ITEM%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting [Disclosure Controls and Procedures](index=23&type=section&id=Disclosure%20Controls%20and%20Procedures) This section reports on the effectiveness of the company's disclosure controls and procedures - As of March 31, 2021, the CEO and CFO concluded that the company's disclosure controls and procedures were **effective** in providing reasonable assurance that material information is recorded, processed, summarized, and reported in a timely manner[74](index=74&type=chunk) [Changes in Internal Control Over Financial Reporting](index=23&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section reports on any material changes in the company's internal control over financial reporting - There were **no changes** in internal control over financial reporting during the three months ended March 31, 2021, that materially affected, or are likely to materially affect, the company's internal control over financial reporting[75](index=75&type=chunk) [PART II. Other Information](index=24&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part presents other required information not included in the financial statements, such as legal proceedings and risk factors [ITEM 1. Legal Proceedings](index=24&type=section&id=ITEM%201.%20Legal%20Proceedings) This section addresses the company's involvement in legal claims, proceedings, and litigation - The company believes that the results of current legal proceedings, in the aggregate, will **not have a material adverse effect** on its financial condition[77](index=77&type=chunk) [ITEM 1A. Risk Factors](index=24&type=section&id=ITEM%201A.%20Risk%20Factors) This section refers to the risk factors that could affect the company's business and financial results - There are **no material changes** from the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2020[78](index=78&type=chunk) [ITEM 6. Exhibits](index=25&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q - Exhibits include Rule 13a-14(a)/15d-14(a) Certifications, furnished statements of the CEO and CFO under 18 U.S.C Section 1350, and various XBRL Taxonomy Extension documents[80](index=80&type=chunk) [Signatures](index=26&type=section&id=SIGNATURES) This section contains the required signatures for the Form 10-Q, certifying its accuracy and completeness - The report is duly signed on behalf of Clearwater Paper Corporation by **Arsen S. Kitch**, **President, Chief Executive Officer and Director**, and **Michael J. Murphy**, **Senior Vice President, Finance and Chief Financial Officer**, on **May 5, 2021**[82](index=82&type=chunk)[83](index=83&type=chunk)

Financial Data and Key Metrics Changes - Clearwater Paper reported net sales of $453 million for Q4 2020, representing a growth of approximately 4% year-over-year, and adjusted EBITDA of $72 million, which is a 38% increase compared to the same quarter last year [4][16] - Diluted net income per share for Q4 was $1.34, with full year diluted net income per share at $4.61, both showing significant increases over prior periods [16] Business Line Data and Key Metrics Changes - The tissue business experienced higher sales and production volumes year-over-year, shipping 13.9 million cases in Q4 2020, up 5.3% compared to Q4 2019, but down 4.2% from Q3 2020 [11][24] - The paperboard business also performed strongly, with robust backlogs leading to a price increase announcement of $50 per ton across the SBS portfolio effective February 2 [5][14] Market Data and Key Metrics Changes - The U.S. tissue market traditionally consists of two-thirds at-home and one-third away-from-home consumption, with a shift towards at-home consumption due to COVID-19 [9] - The company anticipates a potential shift back to away-from-home consumption as vaccination rates increase, which may negatively impact the at-home market [9] Company Strategy and Development Direction - Clearwater Paper is focused on debt reduction and operational improvements, having reduced net debt by $200 million in 2020 and targeting a net debt to adjusted EBITDA ratio of 2.5x [31][36] - The company is exploring both internal investments to improve competitiveness and external opportunities that provide synergies [37] Management's Comments on Operating Environment and Future Outlook - Management noted that the first quarter of 2021 is expected to see lower tissue shipments compared to both the prior year and the previous quarter, with January shipments at 4.6 million cases and February trending below 4 million cases [26][47] - The company expects inflationary pressures of $40 million to $50 million for the year, primarily driven by pulp costs, with a modest impact expected in Q1 [39][53] Other Important Information - A one-time discretionary bonus of $1,000 was paid to over 2,800 employees in November 2020 as recognition for their efforts during the pandemic [7][42] - The company experienced a weather-related outage that could impact Q1 results by approximately $6 million to $8 million [14][27] Q&A Session Summary Question: Impact of higher pulp costs in Q1 and throughout the year - Management indicated that pulp prices have increased over $100 a ton, with modest impacts expected in Q1 but more significant effects anticipated in Q2 through Q4 [39] Question: Implementation of price increases in the paperboard market - The implementation of the announced price increase is expected to take a couple of quarters, with a mix of spot and contract-based pricing [41] Question: Details on the one-time bonus distribution - The $2.8 million bonus was aimed at most employees, with accruals made in Q3 [42][43] Question: Updates on multi-employer pension programs - Proposed legislation could provide substantial financial relief for multi-employer pension plans, which would positively impact Clearwater [44] Question: Tissue production and shipment expectations - January shipments were 4.6 million cases, with February trending below 4 million cases, and expectations for a high single to low double-digit decline in tissue volumes for the full year [47][49] Question: Guidance on inflation and its components - Inflation is expected to be driven by pulp, freight, and energy costs, with most impacts anticipated in Q2 through Q4 [53][54] Question: Clarification on capital allocation strategies - The focus remains on debt reduction, with potential for small to medium-sized internal projects and external opportunities being explored [69]

`UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34146 | --- | --- | |----------------------------------------------------------------------------|--------------------------------- ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited consolidated financial statements and management's discussion and analysis for the company [ITEM 1. Consolidated Financial Statements](index=4&type=section&id=ITEM%201.%20Consolidated%20Financial%20Statements) This section presents Clearwater Paper Corporation's unaudited consolidated financial statements, including balance sheets, income statements, cash flows, and detailed notes [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The Consolidated Balance Sheet shows a decrease in total assets to **$1,826.9 million** from **$1,877.7 million** at year-end 2019, primarily due to lower property, plant, and equipment, while total liabilities decreased to **$1,330.8 million** and total stockholders' equity increased to **$496.2 million** Consolidated Balance Sheet Highlights (in millions) | Account | Sep 30, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$1,826.9** | **$1,877.7** | | Total Current Assets | $492.0 | $465.8 | | Property, plant and equipment, net | $1,200.9 | $1,257.7 | | **Total Liabilities** | **$1,330.8** | **$1,445.7** | | Long-term debt | $785.5 | $884.5 | | **Total Stockholders' Equity** | **$496.2** | **$432.0** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a significant turnaround in profitability, with net income of **$21.4 million** in Q3 2020 and **$54.5 million** for the nine months ended September 30, 2020, driven by increased net sales Key Operating Results (in millions, except per-share data) | Metric | Q3 2020 | Q3 2019 | 9 Months 2020 | 9 Months 2019 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $457.4 | $445.2 | $1,415.8 | $1,326.0 | | Income (loss) from operations | $49.2 | $(2.4) | $116.2 | $27.2 | | Net income (loss) | $21.4 | $(11.0) | $54.5 | $(7.6) | | Diluted EPS | $1.28 | $(0.66) | $3.27 | $(0.46) | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities significantly improved to **$176.1 million** for the nine months ended September 30, 2020, while cash used in investing activities decreased due to the completion of the Shelby expansion, and financing activities primarily focused on debt repayments Cash Flow Summary for Nine Months Ended Sep 30 (in millions) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash from Operating Activities | $176.1 | $(16.2) | | Net cash used in Investing Activities | $(27.5) | $(125.8) | | Net cash (used in) from Financing Activities | $(122.5) | $127.4 | | **Increase (decrease) in cash** | **$26.1** | **$(14.7)** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed information supporting the financial statements, covering accounting standards, fair value, debt, leases, and segment performance, including the issuance of new senior notes and changes in the effective income tax rate - The company issued **$275 million** of 4.75% senior notes due 2028 and used the proceeds to redeem its 4.50% notes due 2023, resulting in a **$3.2 million** loss on early debt extinguishment[37](index=37&type=chunk)[42](index=42&type=chunk) - The effective income tax rate for the first nine months of 2020 was **21%**, down from **38%** in the same period of 2019, benefiting from a **$7.0 million** provision from the CARES Act[44](index=44&type=chunk) Segment Net Sales and Operating Income (in millions) | Segment | Q3 2020 Sales | Q3 2019 Sales | Q3 2020 Op. Income | Q3 2019 Op. Income | | :--- | :--- | :--- | :--- | :--- | | Consumer Products | $248.3 | $228.5 | $31.3 | $(4.4) | | Paperboard | $209.1 | $216.6 | $32.8 | $17.1 | [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the financial impact of the COVID-19 pandemic, segment operating results, and the company's liquidity and capital resources - The COVID-19 pandemic led to a significant increase in demand for 'at home' tissue products in the first nine months of 2020, while paperboard demand saw increases in food packaging but decreases in food service[62](index=62&type=chunk) Financial Performance Summary (in millions) | Metric | Q3 2020 | Q3 2019 | 9 Months 2020 | 9 Months 2019 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $457.4 | $445.2 | $1,415.8 | $1,326.0 | | Net Income (Loss) | $21.4 | $(11.0) | $54.5 | $(7.6) | | Adjusted EBITDA | $77.2 | $31.5 | $211.6 | $115.6 | [Our Operating Results](index=22&type=section&id=Our%20Operating%20Results) The Consumer Products segment experienced an **8.7%** sales increase and significant operating income growth due to COVID-19-driven retail tissue demand, while the Paperboard segment's sales decreased but operating income grew **92.1%** due to lower input costs Consumer Products Segment Performance (Q3 2020 vs Q3 2019) | Metric | Q3 2020 | Q3 2019 | % Change | | :--- | :--- | :--- | :--- | | Sales | $248.3M | $228.5M | +8.7% | | Operating Income (Loss) | $31.3M | $(4.4)M | n.m. | | Adjusted EBITDA | $48.3M | $14.6M | +230.8% | | Retail Shipments (tons) | 86,292 | 79,526 | +8.5% | Paperboard Segment Performance (Q3 2020 vs Q3 2019) | Metric | Q3 2020 | Q3 2019 | % Change | | :--- | :--- | :--- | :--- | | Sales | $209.1M | $216.6M | -3.5% | | Operating Income | $32.8M | $17.1M | +92.1% | | Adjusted EBITDA | $42.0M | $28.3M | +48.6% | | Shipments (tons) | 211,820 | 214,537 | -1.3% | [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity significantly improved with **$176.1 million** in operating cash flow for the first nine months of 2020, enabling substantial debt repayments and a sharp decrease in capital expenditures - Net cash from operating activities increased to **$176.1 million** in the first nine months of 2020 from a use of **$16.2 million** in 2019, driven by higher net income and lower inventories[82](index=82&type=chunk) - Cash used for investing activities fell to **$27.5 million** from **$125.8 million** year-over-year, primarily due to the completion of the Shelby expansion in late 2019[83](index=83&type=chunk) - Improved operating results and lower capital spending allowed for significant debt repayments, resulting in a net cash use of **$122.5 million** in financing activities for the first nine months of 2020[84](index=84&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk exposure is to interest rate fluctuations on its variable-rate debt, specifically the Term Loan and ABL Credit Agreements, with **$199.3 million** in borrowings subject to this risk as of September 30, 2020 - A one percentage point change in interest rates would have an approximate **$2.0 million** annual effect on interest expense, based on the **$199.3 million** of variable-rate debt outstanding at the end of Q3 2020[87](index=87&type=chunk) [ITEM 4. Controls and Procedures](index=26&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of September 30, 2020, with no material changes to internal control over financial reporting during the third quarter - The CEO and CFO concluded that the company's disclosure controls and procedures are effective in ensuring that material information is recorded, processed, and reported in a timely manner[89](index=89&type=chunk) - No changes occurred during the third quarter of 2020 that materially affected, or are likely to materially affect, the company's internal control over financial reporting[90](index=90&type=chunk) [PART II. OTHER INFORMATION](index=27&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, key risk factors, and a list of exhibits filed with the report [ITEM 1. Legal Proceedings](index=27&type=section&id=ITEM%201.%20Legal%20Proceedings) The company may be involved in various claims and litigation arising from its business operations, but management believes the outcomes will not have a material adverse effect on its financial condition - The company does not expect any ongoing legal proceedings to have a material adverse effect on its financial condition[92](index=92&type=chunk) [ITEM 1A. Risk Factors](index=27&type=section&id=ITEM%201A.%20Risk%20Factors) The COVID-19 pandemic is identified as a significant risk factor, potentially impacting operations, supply chains, demand, and financial markets despite short-term tissue demand increases - The primary risk factor discussed is the COVID-19 pandemic, which could materially and adversely affect the business through various channels despite the initial surge in tissue demand[93](index=93&type=chunk) - Specific pandemic-related risks include: facility closures, supply chain disruptions (e.g., eucalyptus pulp from Brazil), decreased paperboard demand in a recession, interruptions to distribution, and volatility in pension plan assets[93](index=93&type=chunk) - The company notes that the initial stocking up of tissue products by consumers will likely lead to a future drop in purchasing as the pandemic subsides, with demand expected to normalize[93](index=93&type=chunk) [ITEM 6. Exhibits](index=30&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the indenture for the 2028 Senior Notes, an amendment to the ABL Credit Agreement, CEO/CFO certifications, and XBRL data files

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Consolidated Financial Statements](index=4&type=section&id=ITEM%201.%20Consolidated%20Financial%20Statements) This section presents Clearwater Paper Corporation's unaudited consolidated financial statements, highlighting increased net income and operating cash flow [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets slightly decreased to **$1,841.5 million**, while liabilities reduced and stockholders' equity increased to **$470.8 million** Consolidated Balance Sheet Highlights (in millions) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$1,841.5** | **$1,877.7** | | Cash and cash equivalents | $48.2 | $20.0 | | Inventories | $235.3 | $281.4 | | Property, plant and equipment, net | $1,219.7 | $1,257.7 | | **Total Liabilities** | **$1,370.7** | **$1,445.7** | | Long-term debt | $827.9 | $884.5 | | **Total Stockholders' Equity** | **$470.8** | **$432.0** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Net sales increased to **$480.5 million** for Q2 2020, with net income significantly improving to **$22.8 million** from a prior-year loss Statement of Operations Highlights (in millions, except per-share data) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $480.5 | $452.0 | $958.4 | $880.8 | | Income from operations | $48.1 | $15.3 | $67.0 | $29.7 | | Net income (loss) | $22.8 | $(0.4) | $33.1 | $3.4 | | Diluted EPS | $1.36 | $(0.03) | $1.99 | $0.21 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow significantly increased to **$121.1 million**, with reduced investing outflows and net cash used in financing for debt repayment Cash Flow Summary for Six Months Ended June 30 (in millions) | Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $121.1 | $14.7 | | Net cash used in investing activities | $(17.8) | $(108.4) | | Net cash provided by (used in) financing activities | $(76.5) | $113.0 | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail financial statements, including debt structure, tax calculations, and segment performance, highlighting a **$60 million** debt prepayment and **11%** effective tax rate - The company made a voluntary prepayment of **$60 million** on its Term Loan during the second quarter of 2020[39](index=39&type=chunk) - The effective income tax rate for the first six months of 2020 was **11%**, significantly lower than **54%** in 2019, primarily due to tax credits and a **$7.1 million** CARES Act benefit[43](index=43&type=chunk) Segment Operating Income (in millions) | Segment | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Consumer Products | $50.9 | $(3.9) | | Paperboard | $58.7 | $63.0 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses COVID-19's impact, boosting Consumer Products sales and profitability, while Paperboard sales declined, and the company improved liquidity - The company experienced a significant increase in demand for 'at home' tissue products in H1 2020 due to COVID-19, while paperboard demand was mixed[59](index=59&type=chunk) Key Financial Metrics Comparison (in millions) | Metric | Q2 2020 | Q2 2019 | H1 2020 | H1 2019 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $480.5 | $452.0 | $958.4 | $880.8 | | Net Income (Loss) | $22.8 | $(0.4) | $33.1 | $3.4 | | Adjusted EBITDA | $79.0 | $44.3 | $134.3 | $84.1 | [Operating Results by Segment](index=22&type=section&id=Our%20Operating%20Results) Consumer Products sales increased **22.6%** due to COVID-19 demand, boosting operating income, while Paperboard sales decreased **9.8%** Consumer Products Segment Performance - Q2 2020 vs Q2 2019 (in millions) | Metric | Q2 2020 | Q2 2019 | % Change | | :--- | :--- | :--- | :--- | | Sales | $275.1M | $224.3M | +22.6% | | Operating Income (Loss) | $36.6M | $(5.1)M | n.m. | | Adjusted EBITDA | $53.7M | $12.3M | +337.8% | | Retail Shipments (tons) | 95,432 | 76,175 | +25.3% | Paperboard Segment Performance - Q2 2020 vs Q2 2019 (in millions) | Metric | Q2 2020 | Q2 2019 | % Change | | :--- | :--- | :--- | :--- | | Sales | $205.4M | $227.7M | -9.8% | | Operating Income | $32.2M | $33.6M | -4.2% | | Adjusted EBITDA | $41.4M | $43.1M | -3.8% | | Shipments (tons) | 207,410 | 225,188 | -7.9% | [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity significantly improved in H1 2020, with operating cash flow increasing to **$121.1 million**, enabling a **$60 million** debt prepayment and covenant compliance - Net cash from operating activities increased to **$121.1 million** for H1 2020, compared to **$14.7 million** in H1 2019, due to higher net income and lower inventories[79](index=79&type=chunk) - Capital expenditures are expected to be approximately **$45 million to $50 million** for full year 2020, a significant decrease from the prior year[80](index=80&type=chunk) - The company was in compliance with all debt covenants as of June 30, 2020, with a first lien secured leverage ratio of **0.97x**, below the **2.00x** threshold[39](index=39&type=chunk)[82](index=82&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations on its **$239.3 million** variable-rate debt, with a **1%** change impacting interest expense by **$2.4 million** annually - The company is exposed to interest rate risk on **$239.3 million** of variable-rate debt outstanding as of June 30, 2020[84](index=84&type=chunk) - A one percentage point change in interest rates would have an approximate **$2.4 million** annual impact on interest expense[84](index=84&type=chunk) [Controls and Procedures](index=26&type=section&id=ITEM%204.%20Controls%20and%20Procedures) CEO and CFO concluded disclosure controls and procedures were effective as of June 30, 2020, with no material changes to internal controls - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2020[86](index=86&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the second quarter of 2020[87](index=87&type=chunk) [PART II. OTHER INFORMATION](index=27&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=27&type=section&id=ITEM%201.%20Legal%20Proceedings) Management does not expect ongoing legal proceedings to have a material adverse effect on the company's financial condition - The company does not expect any ongoing legal proceedings to have a material adverse effect on its financial condition[89](index=89&type=chunk) [Risk Factors](index=27&type=section&id=ITEM%201A.%20Risk%20Factors) The COVID-19 pandemic is a significant risk, potentially causing facility closures, supply chain disruptions, and demand volatility, with its full impact highly uncertain - The COVID-19 pandemic is identified as a significant risk factor with a highly uncertain and difficult-to-predict impact on the business[90](index=90&type=chunk)[92](index=92&type=chunk) - Specific risks heightened by the pandemic include facility closures, supply chain disruptions, volatility in consumer demand, and potential inability to collect on accounts receivable[90](index=90&type=chunk) - The initial surge in tissue product demand due to consumer stocking will likely lead to a drop in purchasing as the pandemic subsides, with demand expected to normalize[90](index=90&type=chunk) [Exhibits](index=30&type=section&id=ITEM%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including amendments to stock and compensation plans, and CEO/CFO certifications - Filed exhibits include amendments to the 2017 Stock Incentive Plan and other compensation plans, as well as required CEO and CFO certifications[96](index=96&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) Title of each class Trading Symbol(s) Name of each exchange on which registered ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-34146 CLEARWATER PAPER CORPORATION (Exact name ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Delaware 20-3594554 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 601 W. Riverside Avenue, Suite 1100 Spokane ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | --- | --- | |-------------------------------------------------------------------------------|------------------------------------------| | For the transition period from | to | | Comm ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | --- | --- | |-------------------------------------------------------------------------------|------------------------------------------| | For the transition period from | to | | Commissio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | --- | --- | |-------------------------------------------------------------------------------|------------------------------------------| | For the transition period from | to | | Commissi ...