2
0
1
5
A N N U A L R E P O R T
2015 Annual Report Shareholder Letter:
Dear Stockholders,
For Clearwater Paper, 2015 was a transformative year as we continued to build a solid foundation for our long-
term success. We started this journey with the sale of our specialty mills in December of 2014, and began
reinvesting the proceeds into strategic capital projects such as a new continuous digester at our Lewiston,
Idaho, pulp mill, and warehouse automation initiatives at three consumer products facilities. These projects as
well as others highlighted below, mark the beginning of a three-year business plan focused on improving our
operating efficiencies and cost effectiveness while reducing complexity in our operations through our
continuous improvement activities, better logistics planning and streamlining our organization.
We concluded 2015 with $1.8 billion in net sales and an adjusted EBITDA of $211 million, which are solid
results in a year that included planned major maintenance and no proceeds from the sold specialty mills.
Additional highlights from 2015:
•
Returned $100 million of cash to stockholders--$330 million returned in total and a corresponding 28
percent reduction in shares outstanding over the past four years as of December 2015
• Accomplished a return on invested capital of 10.6 percent, which is well above our cost of capital
• Consolidated management of both consumer products and pulp and paperboard businesses under Group
President Pat Burke
• Delivered significant cost savings through the successful completion of Six Sigma projects
•
Improved operational performance by completing 1,600 continuous improvement events that increased
employee engagement
• Announced a new $100 million stock repurchase program in December 2015
• Achieved a 65 percent reduction in solid waste at all facilities, surpassing our goal of 20 percent
These highlights represent some of the significant accomplishments achieved throughout the company.
Thanks is due to our team of talented, hard-working employees who are committed to our strategy.
For 2016, our priorities include a continued focus on operational efficiencies. While market conditions remain
challenging for both businesses, we believe we are well positioned to continue to create shareholder value by
growing our discretionary free cash flow and achieving returns on invested capital well above our weighted
average cost of capital.
From all of us at Clearwater Paper, we thank our stockholders, customers and all stakeholders for your
continued support.
Sincerely,
Linda K. Massman
President and CEO
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
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 of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
20-3594554
(IRS Employer Identification No.)
601 W. Riverside Avenue, Suite 1100
Spokane, Washington
(Address of principal executive offices)
99201
(Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Registrant’s telephone number, including area code: (509) 344-5900
TITLE OF EACH CLASS
Common Stock ($0.0001 par value per share)
NAME OF EACH EXCHANGE ON WHICH REGISTERED
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.
Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
No
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
No
As of June 30, 2015 (the last business day of the registrant’s most recently completed second quarter), the aggregate market value
of the common stock held by non-affiliates of the registrant was $1.08 billion. Shares of common stock beneficially held by each
officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other
purposes.
As of February 17, 2016, 17,447,155 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement to be filed on or about March 22, 2016, with the Securities and Exchange Commission in
connection with the registrant’s 2016 Annual Meeting of Stockholders are incorporated by reference in Part III hereof.
CLEARWATER PAPER CORPORATION
Index to 2015 Form 10-K
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Quantitative and Qualitative Disclosures About Market Risks
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
PART III
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART IV
ITEM 15.
Exhibits, Financial Statement Schedules
SIGNATURES
EXHIBIT INDEX
PAGE
NUMBER
2-7
8-15
15
16
17
17
18-19
19
20-38
38
39-83
84
84
84
85
85
86
86
86
87
88
89-94
Part I
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Our disclosure and analysis in this report contains, in addition to historical information, certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding
our strategy, raw materials and input usage and costs, including energy costs and usage, strategic capital projects
and related costs, energy conservation, cash flows, capital expenditures, return on investment from capital projects,
tax rates, operating costs, selling, general and administrative expenses, timing of and costs related to major
maintenance and repairs, liquidity, benefit plan funding levels, capitalized interest and interest expenses. Words such
as “anticipate,” “expect,” “intend,” “plan,” “target,” “project,” “believe,” “schedule,” “estimate,” “may,” and similar
expressions are intended to identify such forward-looking statements. These forward-looking statements are based
on management’s current expectations, estimates, assumptions and projections that are subject to change. Our actual
results of operations may differ materially from those expressed or implied by the forward-looking statements contained
in this report. Important factors that could cause or contribute to such differences in operating results include those
risks discussed in Item 1A of this report, as well as the following:
competitive pricing pressures for our products, including as a result of increased capacity as additional
manufacturing facilities are operated by our competitors in North America and abroad;
changes in the U.S. and international economies and in general economic conditions in the regions and
industries in which we operate;
customer acceptance, timing and quantity of purchases of our tissue products;
changes in customer product preferences and competitors' product offerings;
the loss of or changes in prices in regards to a significant customer;
announced price increases for our products may not be accepted in whole or part;
changes in transportation costs and disruptions in transportation services;
manufacturing or operating disruptions, including IT system and IT system implementation failures, equipment
malfunction and damage to our manufacturing facilities;
changes in the cost and availability of wood fiber and wood pulp;
cyclical industry conditions;
labor disruptions;
changes in the cost and availability of packaging supplies, chemicals, energy and maintenance and repairs;
environmental liabilities or expenditures;
changes in expenses and required contributions associated with our pension plans;
reliance on a limited number of third-party suppliers for raw materials;
inability to successfully implement our operational efficiencies and expansion strategies;
inability to fund our debt obligations;
restrictions on our business from debt covenants and terms; and
changes in laws, regulations or industry standards affecting our business.
Forward-looking statements contained in this report present management’s views only as of the date of this report.
Except as required under applicable law, we do not intend to issue updates concerning any future revisions of
management’s views to reflect events or circumstances occurring after the date of this report. You are advised, however,
to consult any further disclosures we make on related subjects in our quarterly reports on Form 10-Q and current
reports on Form 8-K filed with the Securities and Exchange Commission, or SEC.
1
ITEM 1.
Business
GENERAL
Clearwater Paper manufactures quality consumer tissue, away-from-home, or AFH, tissue, parent roll tissue, bleached
paperboard and pulp at manufacturing facilities across the nation. The company is a premier supplier of private label
tissue to major retailers and wholesale distributors, including grocery, drug, mass merchants and discount stores. In
addition, the company produces bleached paperboard used by quality-conscious printers and packaging converters.
Clearwater Paper's employees build shareholder value by developing strong customer partnerships through quality
and service.
On December 30, 2014, we sold our specialty business and mills to a private buyer. The specialty mill’s production
consisted predominantly of machine-glazed tissue and also included parent rolls and other specialty tissue products
such as absorbent materials and dark-hued napkins. The sale included five Clearwater Paper subsidiaries with facilities
located at East Hartford, Connecticut; Menominee, Michigan; Gouverneur, New York; St. Catharines, Ontario; and
Wiggins, Mississippi.
Company Strengths
Leading private label tissue manufacturer with a broad U.S. footprint. Our consumer products business is a premier
private label tissue manufacturer. We have production facilities, including through-air-dried, or TAD, tissue
manufacturing facilities in Shelby, North Carolina and Las Vegas, Nevada, and tissue manufacturing facilities in
Ladysmith, Wisconsin, Lewiston, Idaho, and Neenah, Wisconsin, as well as converting operations strategically located
across the United States. We believe we were the sixth largest manufacturer in the North American tissue market as
of December 31, 2015, based on tissue parent roll capacity. Our broad manufacturing footprint allows us to better and
more cost effectively service a diverse customer base, including major grocery store chains and retailers across the
entire U.S.
consumer
High quality brand-equivalent tissue and other products to meet retailers' private label strategies. Our
products business produces high-quality products that match the quality of the leading national brands. We focus on
high value tissue products across a wide variety of categories and retail channels. We also manufacture a broad range
of cost-competitive consumer products, as well as recycled tissue and tissue parent rolls.
High quality premium bleached paperboard products. Our pulp and paperboard business produces premium
paperboard products with ultra-smooth print surfaces, superior cleanliness, and excellent forming and sealing ability.
Products are available in several thicknesses to provide the rigidity and strength needed for a wide range of applications.
The high quality of our paperboard allows buyers to use our products for packaging where branding and quality are
critical, such as ice cream containers, health and beauty packaging, pharmaceutical packaging, and point of purchase
displays.
Long-standing customer relationships. Our consumer products business supplies private label tissue products to
several of the largest national retail chains. Our top 10 consumer products customers in 2015 accounted for
approximately 70% of our total consumer products net sales. The average tenure of these customers was approximately
13 years. In addition to these long-standing customer relationships, throughout the year we maintained a diverse base
of 108 customers across a broad geographic area. We also have long-standing customer relationships with our
paperboard customers. Our top 10 paperboard customers in 2015 accounted for approximately 50% of our total
paperboard net sales. The average tenure of these customers was approximately 31 years.
Strategically positioned pulp and paperboard facilities. Our pulp and paperboard mill in Lewiston, Idaho is one of only
two solid bleach sulfate, or SBS, paperboard mills, and the only coated SBS paperboard mill, in the Western U.S. to
offer a full range of specialized products to meet the needs of customers for traditional folding carton, plates, cup and
liquid packaging. This facility's geographic location reduces transportation costs to customers in the Western U.S. as
well as Asia, which allows us to compete on a cost-advantaged basis relative to East Coast competitors. Our Cypress
Bend, Arkansas mill is centrally located, which reduces transportation costs to the Midwestern and Eastern U.S. and
complements the Lewiston mill in shipping to customers nationwide.
Largely integrated pulp and tissue operations. Our consumer products business sources a significant portion of its
pulp supply internally from our pulp and paperboard operations in Idaho. This relationship provides our consumer
products business with a secure pulp supply as well as significant transportation and drying cost savings, provides
our pulp and paperboard business with a steady demand source and helps mitigate input cost volatility associated
with purchasing external pulp.
2
Strategy
Our long-term strategy is to grow the size and scope of our business and optimize the profitability of both our consumer
products business and our paperboard business. In the near-term, our focus is on optimizing the operating efficiencies
and cost effectiveness of both segments of our company.
ORGANIZATION
Our businesses are organized into two operating segments: Consumer Products and Pulp and Paperboard. Additional
information relating to the amounts of net sales, operating income, depreciation and amortization, identifiable assets
and capital expenditures attributable to each of our operating segments for 2013-2015, as well as geographic information
regarding our net sales, is set forth in Note 18 to our consolidated financial statements included under Part II, Item 8
of this report.
Consumer Products Segment
Our Consumer Products segment manufactures and sells a complete line of at-home tissue products as well as AFH
products. Our integrated manufacturing and converting operations and geographic footprint enable us to deliver a
broad range of cost-competitive products with brand equivalent quality to our customers. In 2015, our Consumer
Products segment had net sales of $959.9 million. A listing of our Consumer Products segment facilities is included
under Part I, Item 2 of this report.
Tissue Industry Overview
Consumer Tissue Products. The U.S. tissue market can be divided into two market segments: the at-home or consumer
retail purchase segment, which represents approximately two-thirds of U.S. tissue sales; and the AFH segment, which
represents the remaining one-third of U.S. tissue market sales and includes locations such as airports, restaurants,
hotels and office buildings.
The U.S. at-home tissue segment consists of bath, paper towels, facial and napkin products categories. Each category
is further distinguished according to quality segments: ultra, premium, value and economy. As a result of process
improvements and consumer preferences, the majority of at-home tissue sold in the U.S. is ultra and premium quality.
At-home tissue producers are comprised of companies that manufacture branded tissue products, private label tissue
products, or both. Branded tissue suppliers manufacture, market and sell tissue products under their own nationally
branded labels. Private label tissue producers sell tissue products to retailers to sell as their store brand.
In the U.S., at-home tissue is primarily sold through grocery stores, mass merchants, warehouse clubs, drug stores
and discount dollar stores. Tissue has historically been one of the strongest segments of the paper industry due to its
steady demand growth and the relative absence of severe supply imbalances that occur in a number of other paper
industry segments. In addition to economic and demographic drivers, tissue demand is affected by product innovations
and shifts in distribution channels.
Our Consumer Products Business
We believe that we are the only U.S. consumer tissue manufacturer that solely produces a full line of quality private
label tissue products for large retail trade channels. Most U.S. tissue producers manufacture only branded products,
or both branded and private label products, or in the case of certain smaller or midsize manufacturers, only produce
a limited range of tissue products or quality segments. Branded producers generally manufacture their private label
products at a quality grade or two below their branded products so as not to impair sales of the branded products.
Because we do not produce and market branded tissue products, we believe we are able to offer products that match
the quality of leading national brands, but generally at lower prices. We utilize independent companies to routinely test
our product quality.
In bathroom tissue, the majority of our sales are high quality two-ply ultra and premium products, including TAD tissue
products. In paper towels, we produce and sell ultra quality TAD towels as well as premium and value towels. In the
facial category, we sell ultra-lotion three-ply and a complete line of two-ply premium products as well as value facial
tissue. In napkins, we manufacture ultra two- and three-ply dinner napkins, as well as premium and value one-ply
luncheon napkins. Recycled fiber value grade products are also available to customers who wish to further diversify
their product portfolio. We compete primarily in the at-home portion of the U.S. tissue market, which made up
approximately 90% of our Consumer Products segment sales in 2015.
We manufacture and sell a line of AFH products to customers with commercial and industrial tissue needs. Products
include conventional one- and two-ply bath tissue, two-ply paper towels, hard wound towels and dispenser napkins.
3
During 2015, our consumer products were manufactured on 12 paper machines in facilities located throughout the
U.S. Parent rolls from our paper machines are then converted and packaged at our converting facilities located across
the U.S. Two of our paper machines, located in Nevada and North Carolina, produce TAD tissue that we convert into
national brand comparable, ultra quality towels and bath tissue.
In 2015 and 2014, through multi-outlet channels, which include grocery, drug, dollar, super and club stores, as well as
military purchasing, we sold approximately 26% and 25%, respectively, of the total private label tissue products in the
U.S.
We had one customer in the Consumer Products segment, the Kroger Company, that accounted for approximately
$215 million, or 12.3%, of our total company net sales in 2015 and approximately $204 million, or 10.8%, of our total
company net sales in 2013. In 2014, we did not have any single customer that accounted for 10% or more of our total
net sales.
We sell private label tissue products through our own sales force and compete based on product quality, customer
service and price. We deliver customer-focused business solutions by assisting in managing product assortment,
category management, and pricing and promotion optimization.
Pulp and Paperboard Segment
Our Pulp and Paperboard segment manufactures and markets bleached paperboard for the high-end segment of the
packaging industry and is a leading producer of SBS paperboard. This segment also produces hardwood and softwood
pulp, which is primarily used as the basis for our paperboard products, and slush pulp, which it supplies to our Consumer
Products segment. In 2015, our Pulp and Paperboard segment had net sales of $792.5 million. A listing of our Pulp
and Paperboard segment facilities is included under Part I, Item 2 of this report.
Pulp and Paperboard Industry Overview
SBS paperboard is a premium paperboard grade that is most frequently used to produce folding cartons, liquid
packaging, cups and plates as well as commercial printing items. SBS paperboard is used for such products because
it is manufactured using virgin fiber combined with the kraft bleaching process, which results in superior cleanliness,
brightness and consistency. SBS paperboard is often manufactured with a clay coating to provide superior surface
printing qualities. SBS paperboard can also be extrusion coated with a plastic film to provide a moisture barrier for
some uses.
In general, the process of making paperboard begins by chemically cooking wood fibers to make pulp. The pulp is
bleached to provide a white, bright pulp, which is formed into paperboard. Bleached pulp that is to be used as market
pulp is dried and baled on a pulp drying machine, bypassing the paperboard machines. The various grades of
paperboard are wound into rolls for shipment to customers for converting to final end uses. Liquid packaging and cup
stock grades are often coated with polyethylene, a plastic coating, in a separate operation to create a resistant and
durable liquid barrier.
Folding Carton Segment. Folding carton is the largest portion of the SBS category of the U.S. paperboard industry,
comprising approximately 39% of the category in 2015. Within the folding carton segment there are varying qualities
of SBS paperboard. The high end of the folding carton category in general requires a premium print surface and
includes uses such as packaging for pharmaceuticals, cosmetics and other premium retail goods. SBS paperboard is
also used in the packaging of frozen foods, beverages and baked goods.
Liquid Packaging and Cup Segment. SBS liquid packaging paperboard is primarily used in the U.S. for the packaging
of juices. In Japan and other Asian countries, SBS liquid packaging paperboard is primarily used for the packaging of
milk and other consumable liquids. The cup segment of the market consists primarily of hot and cold drink cups and
food packaging. The hot and cold cups are primarily used to serve beverages in quick-service restaurants, while round
food containers are often used for packaging premium ice-cream and dry food products.
Commercial Printing Segment. Commercial printing applications use bleached bristols, which are heavyweight paper
grades, to produce postcards, signage and sales literature. Bristols can be clay coated on one side or both sides for
applications such as brochures, presentation folders and paperback book covers. Customers in this segment are
accustomed to high-quality paper grades, which possess superior printability and brightness compared to most
paperboard packaging grades. Suppliers to this segment must be able to deliver small volumes, often within 24 hours.
Market Pulp. The majority of the pulp manufactured worldwide is used in paper and paperboard production, usually
at the same mill. In those cases where a paper mill does not produce its own pulp or requires pulp with different
production qualities, it must purchase pulp on the open market. Market pulp is defined as pulp produced for sale to
these customers and it excludes tonnage consumed by the producing mill or shipped to any of its affiliated mills within
the same company.
4
Our Pulp and Paperboard Business
Our Pulp and Paperboard segment operates facilities in Idaho, which has two paperboard machines, and Arkansas,
which has one paperboard machine. As of December 31, 2015, we were one of the five largest producers of bleached
paperboard in North America with approximately 11% of the available production capacity.
Our overall pulp and paperboard production consists primarily of folding carton, liquid packaging, cup, plate, commercial
printing grades and hardwood and softwood pulp.
Folding carton board used in pharmaceuticals, cosmetics and other premium packaging, such as those that incorporate
foil and holographic lamination, accounts for the largest portion of our total paperboard sales. We focus on high-end
folding carton applications where the heightened product quality requirements provide for differentiation among
suppliers, resulting in margins that are more attractive than less critical packaging applications.
Our liquid packaging paperboard is known for its cleanliness and printability, and is engineered for long-lived
performance due to its three-ply, softwood construction. Our reputation for producing liquid packaging meeting the
most demanding standards for paperboard quality and cleanliness has resulted in meaningful sales in Japan, where
consumers have a particular tendency to associate blemish-free, vibrant packaging with the cleanliness, quality and
freshness of the liquids contained inside.
We also sell cup stock and plate stock grades for use in food service products. A majority of our sales in this area
consist of premium clay coated cup stock grades used for high-end food packaging, such as premium ice cream.
We do not produce converted paperboard end-products, so we are not simultaneously a supplier of and a competitor
to our customers. Of the five largest SBS paperboard producers in the U.S., we are the only producer that does not
also convert SBS paperboard into end products. We believe our position as a non-integrated supplier has resulted in
a diverse group of loyal customers because when there is decreased market supply of paperboard, we do not divert
our production to internal uses.
At our Idaho facility we produce bleached softwood pulp primarily for internal use, including in our Consumer Products
segment.
Our pulp mills are currently capable of producing approximately 856,000 tons of pulp on an annual basis. In 2015, we
produced approximately 802,000 tons of pulp in the aggregate and utilized approximately 81% of that production, or
approximately 650,000 tons, to produce approximately 773,000 tons of paperboard. The increase in tonnage from
pulp to paperboard production is due to the addition of coatings and other manufacturing processes. We also used
approximately 19% of our pulp production, or approximately 150,000 tons, in our Consumer Products segment to
produce tissue products. The remaining pulp production of less than 1%, or approximately 2,000 tons, was sold
externally by our Consumer Products segment.
We utilize various methods for the sale and distribution of our paperboard and softwood pulp. The majority of our
paperboard is sold to packaging converters domestically through sales offices located throughout the U.S., with a
smaller percentage channeled through distribution to commercial printers. The majority of our international paperboard
sales are conducted through sales agents and are primarily denominated in U.S. dollars. Our principal methods of
competing are product quality, customer service and price.
RAW MATERIALS AND INPUT COSTS
For our manufacturing operations, the principal raw material used is wood fiber, which consists of purchased pulp and
chips, sawdust and logs. During 2015, our purchased pulp costs were 12.3% of our cost of sales, while chips, sawdust
and logs accounted for 9.7%. In 2015, our Consumer Products segment sourced approximately 44% of its total pulp
supply from our Pulp and Paperboard segment, with the remainder purchased from external suppliers. In 2016 we
expect that our Consumer Products segment will source approximately 44% of its total pulp supply from our Pulp and
Paperboard segment. We own and operate a wood chipping facility located in Clarkston, Washington, near our Lewiston,
Idaho, facility, which we believe bolsters our wood fiber position and provides short-term and long-term cost savings.
We utilize a significant amount of chemicals in the production of pulp and paper, including caustic, polyethylene, starch,
sodium chlorate, latex and specialty process paper chemicals. A portion of the chemicals used in our manufacturing
processes, particularly in the pulp-making process, are petroleum-based or are impacted by petroleum prices. During
2015, chemical costs accounted for 11.9% of our cost of sales.
Transportation is a significant cost input for our business. Fuel prices impact our transportation costs for delivery of
raw materials to our manufacturing facilities and delivery of our finished products to customers. Our total transportation
costs were 12.2% of our cost of sales in 2015.
5
We consume substantial amounts of energy, such as electricity, hog fuel, steam and natural gas. During 2015, energy
costs accounted for 7.0% of our cost of sales. We purchase a significant portion of our natural gas and electricity under
supply contracts, most of which are between a specific facility and a specific local provider. Under most of these
contracts, the providers have agreed to provide us with our requirements for a particular type of energy at a specific
facility. Most of these contracts have pricing mechanisms that adjust or set prices based on current market prices. In
addition, we use firm-price contracts to mitigate price risk for certain of our energy requirements.
As a significant producer of private label consumer tissue products, we also incur expenses related to packaging
supplies used for retail chains, wholesalers and cooperative buying organizations. Our total packaging costs for 2015
were 6.0% of our cost of sales.
Our maintenance and repairs represented 6.0% of our cost of sales for 2015 and are expensed as incurred. We perform
routine maintenance on our machines and equipment and periodically replace a variety of parts such as motors, pumps,
pipes and electrical parts.
We also record depreciation expense associated with our plant and equipment. Depreciation expense was 5.0% of
our cost of sales for 2015.
SEASONALITY
Our Consumer Products segment experiences a decrease in shipments during the fourth quarter generally as a result
of decreased consumer demand, retail brand holiday promotions, and end of year inventory management by non-
retail customers. In addition, customer buying patterns for our paperboard generally result in lower sales for our Pulp
and Paperboard segment during the first and fourth quarters, when compared to the second and third quarters of a
given year.
ENVIRONMENTAL
Information regarding environmental matters is included under Part II, Item 7 “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” of this report, and is incorporated herein by reference.
WEBSITE
Interested parties may access our periodic and current reports filed with the SEC, at no charge, by visiting our website,
www.clearwaterpaper.com. In the menu select “Investor Relations,” then select “Financial Information & SEC Filings.”
Information on our website is not part of this report.
EMPLOYEES
As of December 31, 2015, we had approximately 3,300 employees, of which approximately 2,040 were employed by
our Consumer Products segment, approximately 1,110 were employed by our Pulp and Paperboard segment and
approximately 150 were corporate administration employees. This workforce consisted of approximately 720 salaried
employees and approximately 2,580 hourly and fixed rate employees. As of December 31, 2015, approximately 52%
of our workforce was covered under collective bargaining agreements.
Unions represent hourly employees at three of our manufacturing sites. There are three hourly union labor contracts
that expire in 2016:
CONTRACT
EXPIRATION
DATE
May 31, 2016
May 31, 2016
July 31, 2016
DIVISION AND LOCATION
Pulp & Paperboard Division-Lewiston,
Idaho, No. 4 Power Boiler Unit
UNION
International Association of
Machinists (IAM)
Consumer Products Division-Neenah,
Wisconsin
United Steel Workers
(USW)
Pulp & Paperboard Division-Cypress
Bend, Arkansas
United Steel Workers
(USW)
APPROXIMATE
NUMBER OF HOURLY
EMPLOYEES
40
365
250
6
EXECUTIVE OFFICERS OF THE REGISTRANT
The following individuals are deemed our “executive officers” under the Securities Exchange Act of 1934 as of
December 31, 2015. Executive officers of the company are generally appointed as such at the annual meeting of our
board, and each officer holds office until the officer’s successor is duly elected and qualified or until the earlier of the
officer’s death, resignation, retirement, removal by the board or as otherwise provided in our bylaws. There are no
arrangements or understandings between any of our executive officers and any other persons pursuant to which they
were selected as officers. No family relationships exist among any of our executive officers.
Linda K. Massman (age 49), has served as President and Chief Executive Officer, as well as a director, since January
2013. Ms. Massman served as President and COO from November 2011 to December 2012. She served as CFO and
Senior Vice President, Finance from May 2011 to November 2011, and as CFO and Vice President, Finance from
December 2008 to May 2011. From September 2008 to December 2008, Ms. Massman served as Vice President of
Potlatch Corporation pending completion of the spin-off of Clearwater Paper Corporation. From May 2002 to August
2008, Ms. Massman was Group Vice President, Finance and Corporate Planning, for SUPERVALU Inc., a grocery
retail company. Ms. Massman also serves as a director of Black Hills Corporation, an energy company, and as a
member of Black Hills Corporation's Compensation Committee.
John D. Hertz (age 49) joined the company in June 2012 as Senior Vice President, and has served as Senior Vice
President, Finance and Chief Financial Officer since August 2012. From June 2010 to June 2012, Mr. Hertz was the
Vice President and Chief Financial Officer of Novellus Systems, Inc. From October 2007 to June 2010, he served as
Novellus' Vice President of Corporate Finance and Principal Accounting Officer and as Vice President and Corporate
Controller from June 2007 to October 2007. From 2000 to 2007, Mr. Hertz worked for Intel Corporation where he held
a number of positions, including Central Finance Controller of the Digital Enterprise Group, Finance Controller of the
Enterprise Platform Services Division and Accounting Policy Controller. Prior to that, Mr. Hertz was a Senior Manager
with KPMG.
Patrick T. Burke (age 55) has served as Senior Vice President, Group President since October 2015, and served as
Senior Vice President and President, Consumer Products Division from April 2015 to October 2015. From May 2014
to April 2015, he served as Vice President, Supply Chain. From March 2011 to April 2014, Mr. Burke served as the
Director of West for Pepsi Beverage Company, and from January 2008 to February 2011, as the Director of the Western
Region for Gatorade, for Pepsi America Beverages.
Michael S. Gadd (age 51) has served as Senior Vice President since May 2011 and General Counsel and Corporate
Secretary since December 2008. He served as Vice President from December 2008 to May 2011. From March 2006
to December 2008, Mr. Gadd served as Associate General Counsel of Potlatch Corporation, and served as Corporate
Secretary of Potlatch from July 2007 to December 2008. From January 2001 to January 2006, Mr. Gadd was an
attorney with Perkins Coie, LLP in Portland, Oregon.
Danny G. Johansen (age 65) has served as Senior Vice President since January 2013 and served as President of
Pulp and Paperboard from January 2013 to October 2015. From December 2008 through December 2012, he served
as Vice President, Sales and Marketing, for Pulp and Paperboard. Prior to December 2008, Mr. Johansen was employed
by Potlatch Corporation for nearly 36 years. From 2002 to December 2008, he served as the Director of Sales, Idaho
Pulp and Paperboard division, for Potlatch.
Kari G. Moyes (age 48) has served as Senior Vice President, Human Resources since February 2015, and served as
Vice President, Labor Relations from July 2013 through January 2015. From November 2010 through June 2013, Ms.
Moyes served as National Director of Human Resources for Nestlé, a food manufacturer. Prior to her tenure with
Nestle, Ms. Moyes spent 10 years with Pepsico in various capacities.
7
ITEM 1A.
Risk Factors
Our business, financial condition, results of operations and liquidity are subject to various risks and uncertainties,
including those described below, and as a result, the trading price of our common stock could decline.
Increases in tissue supply could adversely affect our operating results and financial condition.
Over the past few years, several new or refurbished TAD paper machines have been completed or announced by our
competitors, including private label competitors, that will result in a substantial increase in the supply of TAD tissue in
the North American market. Additionally, several new or refurbished conventional tissue machines have been installed
or announced, including as a result of foreign competitors increasing their presence and operations in North America.
The increase in supply of TAD products, as well as the effects of that increased supply in displacing existing conventional
tissue product sales, and the increase in conventional tissue production could each have a material adverse effect on
the price of TAD tissue products and on the market demand and price for conventional tissue products, which will
continue to represent a majority of our total production for the foreseeable future.
United States and global economic conditions could have adverse effects on the demand for our products
and financial results.
U.S. and global economic conditions have negatively affected and may continue to negatively affect our business and
financial results. Recessed global economic conditions and a strong U.S. dollar can affect our business in a number
of ways, including causing declines in global demand for consumer tissue and paperboard, which increases the
likelihood or the pace of foreign manufacturers entering into or increasing sales into the U.S. market.
Increased competition and supply from foreign manufacturers could have adverse effects on the demand for
our products and financial results.
Foreign manufacturers in Asia and Europe are currently increasing, and are expected to continue to increase, their
paper production capabilities, particularly with respect to paperboard. This, in turn, may result in increased competition
in the North American paper markets from direct sales by foreign competitors into these markets and/or increased
competition in the U.S. as domestic manufacturers seek increased U.S. sales to offset displaced overseas sales caused
by increased sales by foreign suppliers into Asia and European markets. An increased supply of foreign paper products
could cause us to lower our prices or lose sales to competitors, either of which could have a material adverse effect
on our business, financial condition, results of operations and cash flows.
Competitors' branded products and private label products could have an adverse effect on our financial results.
Our consumer products compete with well-known, branded products, as well as other private label products. Inherent
risks include new product offerings by competitors, the effects of consolidation within retailer and distribution channels
price competition from companies that may have greater financial resources than we do, and whether our products
will receive direct and retail customer acceptance. If we are unable to offer our existing customers, or new customers,
tissue products comparable to branded products or private label products in terms of quality and/or price, we may lose
business or we may not be able to grow our existing business and be forced to sell lower-margin products, all of which
could negatively affect our financial condition and results of operations.
The loss of, or a significant reduction in, orders from, or changes in prices in regards to, any of our large
customers could adversely affect our operating results and financial condition.
We derive a substantial amount of revenues from a concentrated group of customers. For example, our top 10 consumer
products customers in 2015 accounted for approximately 70% of our total consumer products net sales. Our top 10
paperboard customers in 2015 accounted for approximately 50% of our total paperboard net sales. If we lose any of
these customers or a substantial portion of their business or if the terms of our relationship with any of them becomes
less favorable to us, our net sales would decline, which would harm our business, results of operations and financial
condition. We have experienced increased price and promotion competition for our consumer products customers,
particularly in regards to TAD products, and this competition has decreased our gross margins and adversely affected
our financial condition. Some of our customers have the capability to produce the parent rolls or products that they
purchase from us. While our Pulp and Paperboard segment sells its products to a large number of customers, our top
10 paperboard customers have historically accounted for approximately half of our sales.
We do not have long-term contracts with many of our customers, including some of our largest customers, that ensure
a continuing level of business from them. In addition, our agreements with our customers are not exclusive and generally
do not contain minimum volume purchase commitments. Our relationship with our large customers will depend on our
8
ability to continue to meet their needs for quality products and services at competitive prices. If we lose one or more
of these customers or if we experience a significant decline in the level of purchases by any of them, we may not be
able to quickly replace the lost business volume and our operating results and business could be harmed. In addition,
our focus on these large accounts could affect our ability to serve our smaller accounts, particularly when product
supply is tight and we are not able to fully satisfy orders for these smaller accounts.
We have in the past announced and implemented price increases. These or other price increases may not be accepted
in whole or part and could result in a loss of customers or a reduction in sales.
Disruptions in our transportation services or increases in our transportation costs could have a material
adverse effect on our business.
Shipments of products and raw materials may be delayed or disrupted due to weather conditions, labor shortages or
strikes, regulatory actions or other events. If any transportation providers are unavailable or fail to deliver our products
in a timely manner, we may incur increased costs. If any transportation providers are unavailable or fail to deliver raw
materials to us in a timely manner, we may be unable to manufacture products on a timely basis.
Our business, particularly our consumer products business, is dependent on transportation services to deliver our
products to our customers and to deliver raw materials to us. In 2015, our transportation costs were 12.2% of our cost
of sales. The costs of these transportation services are influenced by the factors described above as well as fuel prices,
which are affected by geopolitical and economic events. We have not been in the past, and may not be in the future,
able to pass along part or all of any fuel price increases to customers. If we are unable to increase our prices as a
result of increased fuel or transportation costs, our gross margins may be materially adversely affected.
We incur significant expenses to maintain our manufacturing equipment and any interruption in the operations
of our facilities may harm our operating performance.
We regularly incur significant expenses to maintain our manufacturing equipment and facilities. The machines and
equipment that we use to produce our products are complex, have many parts and some are run on a continuous
basis. We must perform routine maintenance on our equipment and will have to periodically replace a variety of parts
such as motors, pumps, pipes and electrical parts. In addition, our pulp and paperboard facilities require periodic
shutdowns to perform major maintenance. These scheduled shutdowns of facilities result in decreased sales and
increased costs in the periods in which a shutdown occurs and could result in unexpected operational issues in future
periods as a result of changes to equipment and operational and mechanical processes made during the shutdown
period. We had two scheduled major maintenance shutdowns in 2015 - one during the first quarter at our Lewiston,
Idaho pulp and paperboard facility and one during the second quarter at our Cypress Bend, Arkansas facility.
Unexpected production disruptions could cause us to shut down or curtail operations at any of our facilities. For example,
we experienced ongoing operational issues through the first quarter of 2015 with the recovery furnace at our Cypress
Bend, Arkansas facility associated with a 2013 upgrade project and certain of our facilities have had to curtail operations
as the result of an electrical malfunction and a fire in previous years. Disruptions could occur due to any number of
circumstances, including prolonged power outages, mechanical or process failures, shortages of raw materials, natural
catastrophes, disruptions in the availability of transportation, labor disputes, terrorism, changes in or non-compliance
with environmental or safety laws and the lack of availability of services from any of our facilities' key suppliers. Any
facility shutdowns may be followed by prolonged startup periods, regardless of the reason for the shutdown. Those
startup periods could range from several days to several weeks, depending on the reason for the shutdown and other
factors. Any prolonged disruption in operations at any of our facilities could cause significant lost production, which
would have a material adverse effect on our business, financial condition, results of operations and cash flows.
We rely on information technology in critical areas of our operations, and a disruption relating to such
technology could harm our financial condition.
We use information technology, or IT, systems in various aspects of our operations, including enterprise resource
planning, or ERP, management of inventories and customer sales. Some of these systems have been in place for long
periods of time. We have different legacy IT systems that we are continuing to integrate, including the implementation
of a single company-wide ERP system. If one of these systems or the ERP implementation was to fail or cause
operational or reporting interruptions, or if we decide to change these systems or hire outside parties to provide these
systems, we may suffer disruptions, which could have a material adverse effect on our results of operations and
financial condition. In addition, we may underestimate the costs and expenses of developing and implementing new
systems.
9
We depend on external sources of wood pulp and wood fiber, which subjects our business and results of
operations to potentially significant fluctuations in the price of market pulp and wood fiber.
Our Consumer Products segment sources a significant portion of its wood pulp requirements from external suppliers,
which exposes us to price fluctuation. In 2015, it sourced approximately 56% of its pulp requirements externally,
comprising approximately 12.3% of our cost of sales.
Pulp prices can, and have, changed significantly from one period to the next. The volatility of pulp prices can adversely
affect our earnings if we are unable to pass cost increases on to our customers or if the timing of any price increases
for our products significantly trails the increases in pulp prices. We have not hedged these risks.
Wood fiber is the principal raw material used to create wood pulp, which in turn is used to manufacture our pulp and
paperboard products and consumer products. In 2015, our wood fiber costs were 9.7% of our cost of sales. Much of
the wood fiber we use in our pulp manufacturing process in Lewiston, Idaho, is the by-product of sawmill operations.
As a result, the price of these residual wood fibers is affected by operating levels in the lumber industry. The significant
reduction in home building over the past several years resulted in the closure or curtailment of operations at many
sawmills. The price of wood fiber is expected to remain volatile until the housing market recovers and sawmill operations
increase. Additionally, the supply and price of wood fiber can also be negatively affected by weather and other events.
For example, our Arkansas pulp and paperboard facility relies on whole log chips for a significant portion of its wood
fiber, and in 2015 this facility experienced increases in the costs for that wood fiber due to extremely wet weather
conditions in the Southeastern U.S. that limited accessibility and availability.
The effects on market prices for wood fiber resulting from various governmental programs involving tax credits or
payments related to biomass and other renewable energy projects are uncertain and could result in a reduction in the
supply of wood fiber available for our pulp and paperboard manufacturing operations. Additionally, wood pellet facilities
or fluff pulp facilities, such as a fluff pulp facility recently announced in Arkansas, can increase demand and prices for
wood fiber. If we and our pulp suppliers are unable to obtain wood fiber at favorable prices or at all, our costs will
increase and financial results, operations and cash flows may be materially adversely affected.
Cyclical industry conditions have in the past affected and may continue to adversely affect the operating
results and cash flows of our pulp and paperboard business.
Our pulp and paperboard business has historically been affected by cyclical market conditions. We may be unable to
sustain pricing in the face of weaker demand, and weaker demand may in turn cause us to take production downtime.
In addition to lost revenue from lower shipment volumes, production downtime causes unabsorbed fixed manufacturing
costs due to lower production levels. Our results of operations and cash flows may be materially adversely affected
in a period of prolonged and significant market weakness. We are not able to predict market conditions or our ability
to sustain pricing and production levels during periods of weak demand.
Our business and financial performance may be harmed by future labor disruptions.
As of December 31, 2015, 52% of our full-time employees are represented by unions under collective bargaining
agreements. As these agreements expire, we may not be able to negotiate extensions or replacement agreements
on terms acceptable to us. In 2016, three collective bargaining agreements are scheduled to expire and will be subject
to negotiation. Any failure to reach an agreement with one of the unions may result in strikes, lockouts, work slowdowns,
stoppages or other labor actions, any of which could have a material adverse effect on our operations and financial
results.
The cost of chemicals and energy needed for our manufacturing processes significantly affects our results
of operations and cash flows.
We use a variety of chemicals in our manufacturing processes, including petroleum-based polyethylene and certain
petroleum-based latex chemicals. In 2015, our chemical costs were 11.9% of our cost of sales. Prices for these
chemicals have been and are expected to remain volatile. In addition, chemical suppliers that use petroleum-based
products in the manufacture of their chemicals may, due to supply shortages and cost increases, ration the amount
of chemicals available to us, and therefore we may not be able to obtain at favorable prices the chemicals we need
to operate our business, if we are able to obtain them at all.
10
Our manufacturing operations utilize large amounts of electricity and natural gas and our energy requirements,
particularly natural gas, have increased significantly as a result of operations at our North Carolina facility. In 2015,
our energy costs were 7.0% of our cost of sales. Energy prices have fluctuated widely over the past decade, which in
turn affects our cost of sales. We purchase on the open market a substantial portion of the natural gas necessary to
produce our products, and, as a result, the price and other terms of those purchases are subject to change based on
factors such as worldwide supply and demand, geopolitical events, government regulation, and natural disasters. Our
energy costs in future periods will depend principally on our ability to produce a substantial portion of our electricity
needs internally, on changes in market prices for natural gas and on reducing energy usage.
Any significant energy shortage or significant increase in our energy costs in circumstances where we cannot raise
the price of our products could have a material adverse effect on our business, financial condition, results of operations
and cash flows. Any disruption in the supply of energy could also affect our ability to meet customer demand in a timely
manner and could harm our reputation.
We are subject to significant environmental regulation and environmental compliance expenditures, which
could increase our costs and subject us to liabilities.
We are subject to various federal, state and foreign environmental laws and regulations concerning, among other
things, water discharges, air emissions, hazardous material and waste management and environmental cleanup.
Environmental laws and regulations continue to evolve and we may become subject to increasingly stringent
environmental standards in the future, particularly under air quality and water quality laws and standards related to
climate change issues, such as reporting of greenhouse gas emissions. Increased regulatory activity at the state,
federal and international level is possible regarding climate change as well as other emerging environmental issues
associated with our manufacturing sites, such as water quality standards based on elevated fish consumption rates.
Compliance with regulations that implement new public policy in these areas might require significant expenditures
on our part or even the curtailment of certain of our manufacturing operations.
We are required to comply with environmental laws and the terms and conditions of multiple environmental permits.
In particular, the pulp and paper industry in the United States is subject to several performance based rules associated
with effluent and air emissions as a result of certain of its manufacturing processes. Federal, state and local laws and
regulations require us to routinely obtain authorizations from and comply with the evolving standards of the appropriate
governmental authorities, which have considerable discretion over the terms of permits. Failure to comply with
environmental laws and permit requirements could result in civil or criminal fines or penalties or enforcement actions,
including regulatory or judicial orders enjoining or curtailing our operations or requiring us to take corrective measures,
install pollution control equipment, or take other remedial actions, such as product recalls or labeling changes. We
also may be required to make additional expenditures, which could be significant, relating to environmental matters
on an ongoing basis.
We own properties, conduct or have conducted operations at properties, and have assumed indemnity obligations for
properties or operations where hazardous materials have been or were used for many years, including during periods
before careful management of these materials was required or generally believed to be necessary. Consequently, we
will continue to be subject to risks under environmental laws that impose liability for historical releases of hazardous
substances and to liability for other potential violations of environmental laws or permits at existing sites or ones for
which we have indemnity obligations.
There can be no assurance that future environmental permits will be granted or that we will be able to maintain and
renew existing permits, and the failure to do so could have a material adverse effect on our results of operations,
financial condition and cash flows.
Larger competitors have operational and other advantages over our operations.
The markets for our products are highly competitive, and companies that have substantially greater financial resources
compete with us in each market. Some of our competitors have advantages over us, including lower raw material and
labor costs and better access to the inputs of our products.
Our consumer products business faces competition from companies that produce the same type of products that we
produce or that produce alternative products that customers may use instead of our products. Our consumer products
business competes with the branded tissue products producers, such as Procter & Gamble, and branded label
producers who manufacture branded and private label products, such as Georgia-Pacific and Kimberly-Clark. These
companies are far larger than us, have more sales, marketing and research and development resources than we do,
and enjoy significant cost advantages due to economies of scale. For example, in 2015 the net sales of our Consumer
Products' segment was negatively impacted in part as a result of increased promotional activity for branded tissue
11
products. In addition, because of their size and resources, these companies may foresee market trends more accurately
than we do and develop new technologies that render our products less attractive or obsolete.
Our ability to successfully compete in the pulp and paperboard industry is influenced by a number of factors, including
manufacturing capacity, general economic conditions and the availability and demand for paperboard substitutes. Our
pulp and paperboard business competes with International Paper, WestRock, Georgia-Pacific, and international
producers, most of whom are much larger than us. Any increase in manufacturing capacity by any of these or other
producers could result in overcapacity in the pulp and paperboard industry, which could cause downward pressure on
pricing. For example, several newer facilities in China have large paperboard manufacturing capacities, the output of
which is expected to increase paperboard supplies on the international market. Also a large European manufacturer
is expected to begin paperboard production at a new facility with products intended for the North American market.
Furthermore, customers could choose to use types of paperboard that we do not produce or could rely on alternative
materials, such as plastic, for their products. An increased supply of any of these products could cause us to lower
our prices or lose sales to competitors, either of which could have a material adverse effect on our business, financial
condition, results of operations and cash flows.
The consolidation of paperboard converting businesses, including through the acquisition and integration of such
converting business by larger competitors of ours, could result in a loss of customers and sales on the part of our pulp
and paperboard business, which does not include paperboard converting facilities or capabilities. A loss of paperboard
customers or sales as a result of consolidations and integrations could have a material adverse effect on our business,
financial condition, results of operations and cash flows.
Our company-sponsored pension plans are currently underfunded, and we are required to make cash
payments to the plans, reducing cash available for our business.
We have company-sponsored pension plans covering certain of our salaried and hourly employees. The volatility in
the value of equity and fixed income investments held by these plans, coupled with a low interest rate environment
resulting in higher liability valuations, has caused these plans to be underfunded as the projected benefit obligation
has exceeded the aggregate fair value of plan assets by varying year-end amounts since 2008. At December 31, 2015,
and 2014, our company sponsored pension plans were underfunded in the aggregate by $24.4 million and $16.9
million, respectively. As a result of underfunding, we may be required to make contributions to our qualified pension
plans. In 2015, we contributed $3.2 million to these pension plans. We may be required to make increased annual
contributions to our pension plans in future years, which would reduce the cash available for business and other needs.
We may be required to pay material amounts under multiemployer pension plans.
We contribute to two multiemployer pension plans. The amount of our annual contributions to each of these plans is
negotiated with the plan and the bargaining unit representing our employees covered by the plan. In 2015, we contributed
approximately $6 million to these plans, and in future years we may be required to make increased annual contributions,
which would reduce the cash available for business and other needs. In addition, in the event of a partial or complete
withdrawal by us from any multiemployer plan that is underfunded, we would be liable for a proportionate share of
such multiemployer plan's unfunded vested benefits, referred to as a withdrawal liability. A withdrawal liability is
considered a contingent liability. In the event that any other contributing employer withdraws from any multiemployer
plan that is underfunded, and such employer cannot satisfy its obligations under the multiemployer plan at the time of
withdrawal, then the proportionate share of the plan’s unfunded vested benefits that would be allocable to us and to
the other remaining contributing employers, would increase and there could be an increase to our required annual
contributions. In renegotiations of collective bargaining agreements with labor unions that participate in these
multiemployer plans, we may decide to discontinue participation in these plans.
One of the multiemployer pension plans to which we contribute, the PACE Industry Union-Management Pension Fund,
or PIUMPF, was certified to be in “critical status” for the plan year beginning January 1, 2010, and continued to be in
critical status through the plan year beginning January 1, 2014. For the plan year beginning January 1, 2015, PIUMPF
was certified to be in "critical and declining status" under the Multiemployer Pension Plan Reform Act of 2014. In 2013,
two large employers withdrew from PIUMPF and subsequent to December 31, 2015, we learned that the largest
employer in PIUMPF has also withdrawn. Further withdrawals by contributing employers could cause a “mass
withdrawal” from, or effectively a termination of, PIUMPF or alternatively we could elect to withdraw. Although we have
no current intention to withdraw from PIUMPF, if we were to withdraw, either completely or partially, we would incur a
withdrawal liability based on our share of PIUMPF’s unfunded vested benefits. Based on information as of December
31, 2014 provided by PIUMPF and reviewed by our actuarial consultant, we estimate that, as of December 31, 2015,
the payments that we would be required to make to PIUMPF in the event of our complete withdrawal would be
approximately $5.7 million per year on a pre-tax basis. These payments would continue for 20 years, unless we were
deemed to be included in a “mass withdrawal” from PIUMPF, in which case these payments would continue in perpetuity.
12
However, we are not able to determine the exact amount of our withdrawal liability because the amount could be higher
or lower depending on the nature and timing of any triggering event, the funded status of the plan and our level of
contributions to the plan prior to the triggering event. These withdrawal liability payments would be in addition to pension
contributions to any new pension plan adopted or contributed to by us to replace PIUMPF, all of which would reduce
the cash available for business and other needs. Adverse changes to pension laws and regulations could increase
the likelihood and amount of our liabilities arising under PIUMPF.
Our pension and health care costs are subject to numerous factors that could cause these costs to change.
In addition to our pension plans, we provide health care benefits to certain of our current and former U.S. salaried and
hourly employees. There is a risk of increased costs due to the Affordable Care Act’s individual mandate and required
coverage. Our health care costs vary with changes in health care costs generally, which have significantly exceeded
general economic inflation rates for many years. Our pension costs are dependent upon numerous factors resulting
from actual plan experience and assumptions about future investment returns. Pension plan assets are primarily made
up of equity and fixed income investments. Fluctuations in actual equity market returns as well as changes in general
interest rates may result in increased pension costs in future periods. Likewise, changes in assumptions regarding
current discount rates, expected rates of return on plan assets and mortality rates could also increase pension costs.
Significant changes in any of these factors may adversely impact our cash flows, financial condition and results of
operations.
We face cyber-security risks.
Our business operations rely upon secure information technology systems for data capture, processing, storage and
reporting. Despite careful security and controls design, implementation and updating, our information technology
systems could become subject to cyber-attacks. Network, system, application and data breaches could result in
operational disruptions or information misappropriation, which could result in lost sales, business delays, negative
publicity and could have a material adverse effect on our business, results of operations and financial condition.
We rely on a limited number of third-party suppliers for certain raw materials required for the production of
our products.
Our dependence on a limited number of third-party suppliers, and the challenges we may face in obtaining adequate
supplies of raw materials, involve several risks, including limited control over pricing, availability, quality, and delivery
schedules. We cannot be certain that our current suppliers will continue to provide us with the quantities of these raw
materials that we require or will continue to satisfy our anticipated specifications and quality requirements. Any supply
interruption in limited raw materials could materially harm our ability to manufacture our products until a new source
of supply, if any, could be identified and qualified. Although we believe there are other suppliers of these raw materials,
we may be unable to find a sufficient alternative supply channel in a reasonable time or on commercially reasonable
terms. Any performance failure on the part of our suppliers could interrupt production of our products, which would
have a material adverse effect on our business.
Our efforts to increase operational efficiencies may not be fully achieved.
Our near term strategy of increasing operational efficiencies and cost effectiveness may not be fully achieved. The
capital projects we invest in may not achieve expected operational or financial results in the timeframes we anticipate,
or at all. Such delays or failures could materially affect our business, cash flows and financial condition.
Additional expansion of our business through construction of new facilities or acquisitions may not proceed
as anticipated.
In the future, we may build other converting and papermaking facilities, pursue acquisitions of existing facilities, or
both. We may be unable to identify future suitable building locations or acquisition targets. In addition, we may be
unable to achieve anticipated benefits or cost savings from construction projects or acquisitions in the timeframe we
anticipate, or at all. Any inability by us to integrate and manage any new or acquired facilities or businesses in a timely
and efficient manner, any inability to achieve anticipated cost savings or other anticipated benefits from these projects
or acquisitions in the time frame we anticipate or any unanticipated required increases in promotional or capital spending
could adversely affect our business, financial condition, results of operations or liquidity. Large construction projects
or acquisitions can result in a decrease in our cash and short-term investments, an increase in our indebtedness, or
both, and also may limit our ability to access additional capital when needed and divert management's attention from
other business concerns.
13
To service our substantial indebtedness, we must generate significant cash flows. Our ability to generate cash
depends on many factors beyond our control.
As of December 31, 2015, we had $569 million of outstanding indebtedness, and we could incur substantial additional
indebtedness in the future. Our ability to make payments on and to refinance our indebtedness, including our outstanding
notes, and to fund planned capital expenditures, will depend on our ability to generate cash in the future. This, to a
certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are
beyond our control.
We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings
will be available to us under our senior secured revolving credit facility in an amount sufficient to enable us to pay our
indebtedness, including the notes, or to fund our other liquidity needs. We cannot assure you that we will be able to
refinance any of our indebtedness, including our senior secured revolving credit facility and our existing notes, on
commercially reasonable terms or at all.
The indentures for our outstanding notes that we issued in 2013 and the credit agreement governing our
senior secured revolving credit facility, contain various covenants that limit our discretion in the operation of
our business.
The indentures governing our outstanding notes that we issued in 2013 and the credit agreement governing our senior
secured revolving credit facility, contain various provisions that limit our discretion in the operation of our business by
restricting our ability to:
undergo a change in control;
sell assets;
pay dividends and make other distributions;
make investments and other restricted payments;
redeem or repurchase our capital stock;
incur additional debt and issue preferred stock;
create liens;
consolidate, merge, or sell substantially all of our assets;
enter into certain transactions with our affiliates;
engage in new lines of business; and
enter into sale and lease-back transactions.
These restrictions on our ability to operate our business at our discretion could seriously harm our business by, among
other things, limiting our ability to take advantage of financing, merger and acquisition and other corporate opportunities.
In addition, our senior secured revolving credit facility requires, among other things, that we maintain a minimum fixed
charge coverage ratio of at least 1.0-to-1.0 when availability falls below $50 million or an event of default exists. Events
beyond our control could affect our ability to meet this financial test, and we cannot assure you that we will meet it.
Our failure to comply with the covenants contained in our senior secured revolving credit facility or the
indentures governing our outstanding notes, including as a result of events beyond our control, could result
in an event of default that could cause repayment of the debt to be accelerated.
If we are not able to comply with the covenants and other requirements contained in the indentures governing our
outstanding notes, our senior secured revolving credit facility or our other debt instruments, an event of default under
the relevant debt instrument could occur. If an event of default does occur, it could trigger a default under our other
debt instruments, prohibit us from accessing additional borrowings, and permit the holders of the defaulted debt to
declare amounts outstanding with respect to that debt to be immediately due and payable. Our assets and cash flow
may not be sufficient to fully repay borrowings under our outstanding debt instruments. In addition, we may not be
able to refinance or restructure the payments on the applicable debt. Even if we were able to secure additional financing,
it may not be available on favorable terms.
14
Certain provisions of our certificate of incorporation and bylaws and Delaware law may make it difficult for
stockholders to change the composition of our Board of Directors and may discourage hostile takeover
attempts that some of our stockholders may consider to be beneficial.
Certain provisions of our certificate of incorporation and bylaws and Delaware law may have the effect of delaying or
preventing changes in control if our Board of Directors determines that such changes in control are not in the best
interests of the company and our stockholders. The provisions in our certificate of incorporation and bylaws include,
among other things, the following:
a classified Board of Directors with three-year staggered terms;
the ability of our Board of Directors to issue shares of preferred stock and to determine the price and other
terms, including preferences and voting rights, of those shares without stockholder approval;
stockholder action can only be taken at a special or regular meeting and not by written consent;
advance notice procedures for nominating candidates to our Board of Directors or presenting matters at
stockholder meetings;
removal of directors only for cause;
allowing only our Board of Directors to fill vacancies on our Board of Directors; and
supermajority voting requirements to amend our bylaws and certain provisions of our certificate of incorporation.
While these provisions have the effect of encouraging persons seeking to acquire control of the company to negotiate
with our Board of Directors, they could enable the Board of Directors to hinder or frustrate a transaction that some, or
a majority, of the stockholders might believe to be in their best interests and, in that case, may prevent or discourage
attempts to remove and replace incumbent directors. We are also subject to Delaware laws that could have similar
effects. One of these laws prohibits us from engaging in a business combination with a significant stockholder unless
specific conditions are met.
ITEM 1B.
Unresolved Staff Comments
None.
15
ITEM 2.
Properties
FACILITIES
We own and operate facilities located throughout the United States. The following table lists each of our facilities
and its location, use, and 2015 capacity and production:
USE
LEASED OR OWNED CAPACITY
PRODUCTION1
CONSUMER PRODUCTS
Tissue manufacturing
facilities:
Ladysmith, Wisconsin
Las Vegas, Nevada
Lewiston, Idaho
Neenah, Wisconsin
Shelby, North Carolina2
Tissue
TAD tissue
Tissue
Tissue
TAD tissue
Tissue converting facilities:
Elwood, Illinois2
Las Vegas, Nevada
Lewiston, Idaho
Neenah, Wisconsin
Oklahoma City, Oklahoma2
Shelby, North Carolina2
Tissue converting
Tissue converting
Tissue converting
Tissue converting
Tissue converting
Tissue converting
PULP AND PAPERBOARD
Pulp Mills:
Cypress Bend, Arkansas
Lewiston, Idaho
Pulp
Pulp
Bleached Paperboard Mills:
Cypress Bend, Arkansas
Lewiston, Idaho
Paperboard
Paperboard
CORPORATE
Owned
Owned
Owned
Owned
Owned/Leased
Owned/Leased
Owned
Owned
Owned
Owned/Leased
Owned/Leased
56,000 tons
38,000 tons
185,000 tons
84,000 tons
75,000 tons
438,000 tons
76,000 tons
61,000 tons
90,000 tons
106,000 tons
29,000 tons
73,000 tons
435,000 tons
51,000 tons
35,000 tons
182,000 tons
80,000 tons
67,000 tons
415,000 tons
55,000 tons
52,000 tons
70,000 tons
63,000 tons
22,000 tons
63,000 tons
325,000 tons
Owned
Owned
Owned
Owned
316,000 tons
540,000 tons
856,000 tons
290,000 tons
512,000 tons
802,000 tons
353,000 tons
465,000 tons
818,000 tons
326,000 tons
447,000 tons
773,000 tons
Alpharetta, Georgia
Spokane, Washington
Operations and administration
Corporate headquarters
Owned/Leased
Leased
N/A
N/A
N/A
N/A
1
2
Production amounts are approximations for full year 2015.
The buildings located at these facilities are leased by Clearwater Paper or a subsidiary, and the operating equipment located within the building is owned by
Clearwater Paper or a subsidiary.
In addition to the manufacturing facilities listed in this table, we lease a chip shipment facility in Columbia City, Oregon
and own a wood chipping facility in Clarkston, Washington.
16
ITEM 3.
Legal Proceedings
On August 13, 2012, we were notified that the U.S. Environmental Protection Agency, or EPA, submitted a civil referral
to the U.S. Department of Justice, or DOJ, alleging violations of the Clean Air Act stemming from an EPA investigation
that included an inspection of our Lewiston, Idaho pulp facility in July 2009 and a subsequent information request
dated February 24, 2011. We reached an agreement with the DOJ and EPA in connection with this matter and paid a
fine in the amount of $0.3 million in the third quarter of 2015.
In addition to the matters discussed above, we may from time to time be involved in claims, proceedings and litigation
arising from our business and property ownership. We believe, based on currently available information, that the results
of such proceedings, in the aggregate, will not have a material adverse effect on our financial condition, results of
operations and cash flows.
ITEM 4.
Mine Safety Disclosures
Not applicable.
17
Part II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
MARKET FOR OUR COMMON STOCK
Our common stock is traded on the New York Stock Exchange. The following table sets forth, for each period indicated,
the high and low sales prices of our common stock during our two most recent years.
Year Ended December 31, 2015:
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
Year Ended December 31, 2014:
Fourth Quarter
Third Quarter
Second Quarter
First Quarter
HOLDERS
Common Stock Price
High
Low
$ 51.79 $ 42.63
42.64
55.93
58.43
59.70
67.99
75.69
$ 71.58 $ 60.20
59.48
59.07
49.88
72.94
67.20
68.30
On February 17, 2016, the last reported sale price for our common stock on the New York Stock Exchange was $37.49
per share. As of February 17, 2016, there were approximately 910 registered holders of our common stock.
DIVIDENDS
We have not paid any cash dividends and do not anticipate paying a cash dividend in 2016. We will continue to review
whether payment of a cash dividend on our common stock in the future best serves the company and our stockholders.
The declaration and amount of any dividends, however, would be determined by our Board of Directors and would
depend on our earnings, our compliance with the terms of our notes and revolving credit facility that contain certain
restrictions on our ability to pay dividends, and any other factors that our Board of Directors believes are relevant.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Please see Part III, Item 12 of this report for information relating to our equity compensation plans.
ISSUER PURCHASES OF EQUITY SECURITIES
On December 15, 2015, we announced that our Board of Directors had approved a new stock repurchase program
authorizing the repurchase of up to $100 million of our common stock. The repurchase program authorizes purchases
of our common stock from time to time through open market purchases, negotiated transactions or other means,
including accelerated stock repurchases and 10b5-1 trading plans in accordance with applicable securities laws and
other restrictions. We have no obligation to repurchase stock under this program and may suspend or terminate the
program at any time.
On December 15, 2014, we announced that our Board of Directors had approved a stock repurchase program
authorizing the repurchase of up to $100 million of our common stock. We completed this program in the fourth quarter
of 2015. In total, we repurchased 1,881,921 shares of our outstanding common stock at an average price of $53.13 per
share under this program.
On February 5, 2014, we announced that our Board of Directors had approved a stock repurchase program authorizing
the repurchase of up to $100 million of our common stock. We completed this program during the third quarter of 2014.
In total, we repurchased 1,574,748 shares of our outstanding common stock at an average price of $63.50 per share
under this program.
18
The following table provides information about share repurchases that we made during the three months ended
December 31, 2015 (in thousands, except share and per share amounts):
Total
Number of
Shares
Purchased
Average
Price Paid
per
Share
131,113 $
— $
— $
131,113 $
46.97
—
—
46.97
Total
Number of
Shares
Purchased as
Part of Publicly
Announced
Program
Approximate
Dollar Value of
Shares that May
Yet Be
Purchased
Under the
Program
131,113 $
— $
— $
131,113
10
10
10
Period
October 1, 2015 to October 31, 2015
November 1, 2015 to November 30, 2015
December 1, 2015 to December 31, 2015
Total
ITEM 6.
Selected Financial Data
All of the data listed below has been derived from our audited financial statements. Our historical financial and other
data is not necessarily indicative of our future performance. In addition, all amounts for 2011 forward are reflective of
the sale of our Lewiston, Idaho sawmill in November 2011. Amounts for 2014 forward reflect the sale of our specialty
business and mills on December 30, 2014.
(In thousands, except net
earnings (loss) per share amounts)
Net sales
Income from operations
Net earnings (loss)1
Working capital2,4
Long-term debt, net of current portion4
Stockholders’ equity
Capital expenditures3
Property, plant and equipment, net
Total assets4
Net earnings (loss) per basic common
share
Average basic common shares
outstanding
Net earnings (loss) per diluted common
share
Average diluted common shares
outstanding
2015
2014
2013
2012
2011
$
1,752,401
$
1,967,139
$
1,889,830
$
1,874,304
$
1,927,973
123,670
55,983
199,010
568,987
474,866
134,104
866,538
79,811
(2,315)
302,069
568,221
497,537
99,600
810,987
99,328
106,955
374,416
640,410
605,094
86,508
884,698
145,387
64,131
292,047
515,570
540,894
207,115
877,377
115,445
39,674
389,153
513,646
484,904
137,743
735,566
1,527,369
1,579,149
1,735,235
1,625,093
1,561,270
$
$
2.98
$
(0.11) $
4.84
$
2.75
$
1.73
18,762
20,130
22,081
23,299
22,914
2.97
$
(0.11) $
4.80
$
2.72
$
1.66
18,820
20,130
22,264
23,614
23,952
1
Income from operations for the year ended December 31, 2013, includes the reversal of uncertain tax positions. For additional discussion,
see Note 8, "Income Taxes," in the notes to the consolidated financial statements.
2 Working capital is defined as our current assets less our current liabilities, as presented on our Consolidated Balance Sheets.
3
Capital expenditures in 2012 and 2011 primarily include expenditures related to our through-air-dried tissue expansion project at our
Shelby, North Carolina and Las Vegas, Nevada manufacturing and converting facilities.
4
Certain 2011-2014 amounts were reclassified to conform with the 2015 presentation. See Note 3, "Recently Adopted and Prospective
Accounting Standards," in the notes to the consolidated financial statements.
19
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis should be read in conjunction with our audited consolidated financial statements
and notes thereto that appear elsewhere in this report. This discussion contains forward-looking statements reflecting
our current expectations that involve risks and uncertainties. Actual results may differ materially from those discussed
in these forward-looking statements due to a number of factors, including those set forth in the section entitled “Risk
Factors” and elsewhere in this report.
Unless the context otherwise requires or unless otherwise indicates, references in this report to “Clearwater Paper
Corporation,” “we,” “our,” “the company” and “us” refer to Clearwater Paper Corporation and its subsidiaries.
OVERVIEW
Recent Events
Strategic Capital Projects
As part of our focus on strategic capital spending on projects that we expect to provide a positive return on investments,
we announced on September 8, 2015, the construction of a continuous pulp digester project at our Lewiston, Idaho,
pulp and paperboard facility. We estimate that the total cost for this pulp optimization project will be approximately
$150-$160 million, excluding estimated capitalized interest. We spent $29.3 million on this project in 2015, and expect
to spend approximately $60 million in 2016 and the remaining balance thereafter. The project construction began in
2015, and is expected to be completed in the second half of 2017. We anticipate that this project will significantly
reduce air emissions, result in operational improvements through increased pulp quality and production, and lower
our costs through the more efficient utilization of wood chips.
Mill Divestitures and Facility Closures
On December 30, 2014, we sold our specialty business and mills to a private buyer for $113.5 million, before related
expenses and adjustments. The specialty business and mills sold consisted predominantly of machine-glazed tissue
and also included parent rolls and other specialty tissue products such as absorbent materials and dark-hued napkins.
The sale included five facilities located at East Hartford, Connecticut; Menominee, Michigan; Gouverneur, New York;
St. Catharines, Ontario; and Wiggins, Mississippi. Included in the sale related expenses and adjustments was the
impact of certain indemnity and working capital escrow clauses in the sales agreement. These escrowed amounts
totaled $3.8 million of restricted cash on our December 31, 2014 Consolidated Balance Sheet. During the second
quarter of 2015, the working capital escrow account established in connection with the sale of the specialty business
and mills was settled, resulting in the release of $1.5 million from the restricted cash escrow account and the recognition
of a corresponding gain recorded in "Gain (loss) on divested assets" within our Consolidated Statement of Operations.
On February 17, 2014, we announced the permanent and immediate closure of our Long Island, New York, tissue
converting and distribution facility. As of December 31, 2015, we have incurred $21.3 million of costs associated with
the closure and the relocation of related converting lines to other of our converting facilities, of which $2.5 million was
incurred in 2015 and was primarily related to a facility lease that expires in 2017.
On March 6, 2013, we announced the permanent closure of our Thomaston, Georgia converting and distribution facility.
The shutdown occurred gradually as converting lines were relocated and installed at our other facilities, with all
operations at Thomaston ceasing at the end of 2013 and the closure being finalized in 2014. We incurred a total of
$7.2 million of costs in 2013 and 2014 associated with this closure.
Capital Allocation
On December 15, 2015, we announced that our Board of Directors had approved a new stock repurchase program
authorizing the repurchase of up to $100 million of our common stock. The repurchase program authorizes purchases
of our common stock from time to time through open market purchases, negotiated transactions or other means,
including accelerated stock repurchases and 10b5-1 trading plans in accordance with applicable securities laws and
other restrictions. We have no obligation to repurchase stock under this program and may suspend or terminate the
program at any time.
20
On December 15, 2014, we announced that our Board of Directors had approved a stock repurchase program
authorizing the repurchase of up to $100 million of our common stock. We completed this program during the fourth
quarter of 2015. In total, we repurchased 1,881,921 shares of our outstanding common stock at an average price
of $53.13 per share under this program.
On July 29, 2014, we issued $300 million of aggregate principal amount senior notes, which we refer to as the 2014
Notes. The 2014 Notes mature on February 1, 2025, have an interest rate of 5.375% and were issued at their face
value. All of the net proceeds from the issuance, as well as company funds and short-term borrowings from our senior
secured revolving credit facility, were used to redeem all of our $375 million aggregate principal amount of 7.125%
senior notes due 2018, which we refer to as the 2010 Notes.
On February 5, 2014, we announced that our Board of Directors had approved a stock repurchase program authorizing
the repurchase of up to $100 million of our common stock. We completed this program during the third quarter of 2014.
In total, we repurchased 1,574,748 shares of our outstanding common stock at an average price of $63.50 per share
under this program.
Business
We are a leading producer of private label tissue and premium bleached paperboard products. Our products are
primarily wood pulp based and manufactured in the U.S.
Our business is organized into two reporting segments:
• Our Consumer Products segment manufactures and sells a complete line of at-home tissue products in each
tissue category, including bathroom tissue, paper towels, napkins and facial tissue. We also manufacture
away-from-home tissue, or AFH, and parent rolls for external sales. Our integrated manufacturing and
converting operations and geographic footprint enable us to deliver a broad range of cost-competitive products
with brand equivalent quality to our consumer products customers. In 2015, our Consumer Products segment
had net sales of $959.9 million, representing approximately 55% of our total net sales.
• Our Pulp and Paperboard segment manufactures and markets bleached paperboard for the high-end segment
of the packaging industry and is a leading producer of solid bleach sulfate paperboard. This segment also
produces hardwood and softwood pulp, which is primarily used as the basis for our paperboard products,
and slush pulp, which it supplies to our Consumer Products segment. In 2015, our Pulp and Paperboard
segment had net sales of $792.5 million, representing approximately 45% of our total net sales.
Developments and Trends in our Business
Net Sales
Prices for our consumer tissue products are affected by competitive conditions and the prices of branded tissue
products. Tissue has historically been one of the strongest segments of the paper and forest products industry due to
its steady demand growth. In recent years, the industry has seen an increase in TAD tissue products as industry
participants have added or improved TAD production capacity. Our Consumer Products segment competes based on
product quality, customer service and price. We deliver customer-focused business solutions by assisting in managing
product assortment, category management, and pricing and promotion optimization.
Our pulp and paperboard business is affected by macro-economic conditions around the world and has historically
experienced cyclical market conditions. As a result, historical prices for our products and sales volumes have been
volatile. Product pricing is significantly affected by the relationship between supply and demand for our products.
Product supply in the industry is influenced primarily by fluctuations in available manufacturing production, which tends
to increase during periods when prices remain strong. In addition, currency exchange rates affect U.S. supplies of
paperboard, as non-U.S. manufacturers are attracted to the U.S. market when the dollar is relatively strong. Paperboard
pricing decreased in 2015 compared to 2014.
The markets for our products are highly competitive. Our business is capital intensive, which leads to high fixed costs
and large capital outlays and generally results in continued production as long as prices are sufficient to cover variable
costs. These conditions have contributed to substantial price competition, particularly during periods of reduced
demand. Some of our competitors have lower production costs and greater buying power and, as a result, may be
less adversely affected than we are by price decreases.
Net sales consist of sales of consumer tissue and paperboard, net of discounts, returns and allowances and any sales
taxes collected.
21
Operating Costs
Prices for our principal operating cost items are variable and directly affect our results of operations. For example, as
economic conditions improve, we normally would expect at least some upward pressure on these operating costs.
Competitive market conditions can limit our ability to pass cost increases through to our customers.
(Dollars in thousands)
Purchased pulp
Transportation1
Chemicals
Chips, sawdust and logs
Energy
Maintenance and repairs2
Packaging supplies
Depreciation
2015
Years Ended December 31,
2014 3
2013 3
Cost
$ 186,065
184,824
179,812
147,498
105,984
90,709
90,696
76,379
$1,061,967
Percentage of
Cost of Sales
Cost
Percentage of
Cost of Sales
Cost
12.3% $ 295,889
191,774
12.2
206,054
11.9
151,331
9.7
139,756
7.0
84,309
6.0
6.0
5.0
103,769
80,094
70.1% $1,252,976
17.3% $ 294,911
180,188
11.2
191,473
12.1
139,456
8.9
126,687
8.2
97,006
4.9
6.1
4.6
103,286
80,758
73.3% $1,213,765
Percentage of
Cost of Sales
17.6%
10.8
11.5
8.3
7.6
5.8
6.2
4.8
72.6%
1
2
3
Includes internal and external transportation costs.
Excluding related labor costs.
Results include the specialty business and mills, which were sold in December 2014.
Purchased pulp. We purchase a significant amount of the pulp needed to manufacture our consumer products, and
to a lesser extent our paperboard, from external suppliers. For 2015, total purchased pulp costs decreased by $109.8
million, compared to 2014, as a direct result of the sale of our former specialty business and mills in December 2014.
Excluding pulp costs associated with the specialty business and mills, purchased pulp costs increased $3.1 million
during 2015. The increase for 2015 was primarily due to an increase in pulp purchased during the first half of 2015
resulting from the scheduled major maintenance outages taken at our Idaho and Arkansas pulp and paperboard
facilities. This increase was partially offset by favorable external pulp pricing and a higher utilization of internally sourced
pulp compared to 2014.
Transportation. Fuel prices, mileage driven and line-haul rates largely impact transportation costs for the delivery of
raw materials to our manufacturing facilities, internal inventory transfers and delivery of our finished products to
customers. Changing fuel prices particularly affect our margins for consumer products because we supply customers
throughout the U.S. and transport unconverted parent rolls from our tissue mills to our tissue converting facilities. Our
transportation costs for 2015 decreased $7.0 million compared to 2014 primarily due to the sale of our specialty
business and mills, as discussed above. Excluding transportation costs associated with the specialty business and
mills, transportation costs during 2015 were slightly lower compared to 2014. In the first quarter of 2015, we improved
inventory levels and implemented network optimization measures, which resulted in fewer internal transfers and miles
per shipment and lower overall transportation costs. In addition, milder weather conditions in 2015 favorably affected
transportation costs as extreme cold weather conditions in the Midwest and Northeast negatively affected carrier costs
in the first quarter of 2014 by limiting vendor availability. These improvements more than offset higher line-haul rates
and increases in carrier costs during 2015 primarily attributable to tighter carrier supply.
Chemicals. We consume a substantial amount of chemicals in the production of pulp and paperboard, as well as in
the production of TAD tissue. The chemicals we use include polyethylene, caustic, starch, sodium chlorate, latex and
paper processing chemicals. A portion of the chemicals used in our manufacturing processes, particularly in the
paperboard extrusion process, are petroleum-based and are impacted by petroleum prices.
Our chemical costs decreased $26.2 million during 2015, primarily due to lower usage resulting from the sale of our
specialty business and mills. Excluding chemical costs associated with the specialty mills, chemical costs for 2015
decreased $9.9 million compared to 2014. This favorable comparison was primarily due to decreased pricing for
polyethylene and other paper making chemicals, as well as lower consumption for the year due to the scheduled major
maintenance downtime at our pulp and paperboard facilities in the first half of 2015. In addition, the comparable 2014
period had higher chemical costs due to operational issues at our Arkansas pulp and paperboard facility that caused
both the pulp mill and paper machine to consume elevated levels of chemicals.
22
Chips, sawdust and logs. We purchase chips, sawdust and logs that we use to manufacture pulp. We source residual
wood fibers under both long-term and short-term supply agreements, as well as in the spot market. Overall costs
decreased by $3.8 million for chips, sawdust and logs for 2015 compared to 2014. The decreases were due to lower
pulp and paperboard production as a result of major maintenance activities in 2015 that did not occur in 2014.
Energy. We use energy in the form of electricity, hog fuel, steam and natural gas to operate our mills. Energy prices
have fluctuated widely from period-to-period due primarily to volatility in weather and electricity and natural gas rates.
We generally strive to reduce our exposure to volatile energy prices through conservation. In addition, a cogeneration
facility that produces steam and electricity at our Lewiston, Idaho manufacturing site helps to lower our energy costs.
TAD tissue production involves increased natural gas usage compared to conventional tissue manufacturing and, as
a result, our natural gas requirements have increased in connection with the increase of production from our North
Carolina TAD paper machine.
Energy costs for 2015 were $33.8 million lower than those for 2014 due largely to lower usage resulting from the sale
of our specialty business and mills. Excluding costs associated with the specialty mills, energy costs decreased $8.4
million during 2015. The decrease for the year was primarily the result of lower natural gas pricing and lower usage
at many of our facilities due primarily to the absence of the extremely cold weather conditions in the Midwest and
Northeast that occurred in 2014, as well as the absence of operational issues at our Arkansas facility that occurred
during 2014.
To help mitigate our exposure to changes in natural gas prices, we use firm-price contracts to supply a portion of our
natural gas requirements. As of December 31, 2015, these contracts covered approximately 44% of our expected
average monthly natural gas requirements for 2016, which includes approximately 59% of the expected average
monthly requirements for the first quarter. Our energy costs in future periods will depend principally on our ability to
produce a substantial portion of our electricity needs internally, on changes in market prices for natural gas and on
our ability to reduce our energy usage through conservation.
Maintenance and repairs. We regularly incur significant costs to maintain our manufacturing equipment. We perform
routine maintenance on our machines and periodically replace a variety of parts such as motors, pumps, pipes and
electrical parts.
Major equipment maintenance and repairs in our Pulp and Paperboard segment also require maintenance shutdowns
approximately every 18 months to 24 months at both our Idaho and Arkansas facilities, which increase costs and may
reduce net sales in the quarters in which the major maintenance shutdowns occur. During the first quarter of 2015,
we had eleven days of paper machine downtime at our Idaho facility at a cost of approximately $15 million. During the
second quarter of 2015, we had four days of paper machine downtime at our Arkansas facility at a cost of approximately
$7 million. We did not have any major maintenance outages during the third and fourth quarters of 2015, nor did we
have any major maintenance outages during 2014. We expect our 2016 planned major maintenance costs to be
approximately $15 million at our Idaho facility during the third quarter of 2016. This planned major maintenance is
expected to result in five days of paper machine downtime.
In addition to ongoing maintenance and repair costs, we make capital expenditures to increase our operating capacity
and efficiency, improve safety at our facilities and comply with environmental laws. For example, in 2015 we initiated
a strategic capital spending project at our Lewiston, Idaho pulp and paperboard facility with an estimated $150-$160
million cost, excluding capitalized interest. During 2015, excluding capitalized interest, we spent $133.7 million on
capital expenditures, which includes $73.2 million of strategic capital spending on projects designed to reduce future
manufacturing costs and provide a positive return on investment. During 2014, we spent $99.6 million on capital
expenditures. We expect our total estimated capital expenditures to be approximately $155 million in 2016.
Packaging supplies. As a significant producer of private label consumer tissue products, we package to order for retail
chains, wholesalers and cooperative buying organizations. Under our agreements with those customers, we are
responsible for the expenses related to the unique packaging of our products for direct retail sale to their consumers.
For 2015, packaging costs decreased $13.1 million compared to 2014 due largely to lower production resulting from
the sale of our specialty business and mills. Excluding packaging costs associated with the specialty mills, packaging
costs for 2015 decreased $8.8 million compared to 2014 due to lower case sales and favorable pricing for packaging
supplies.
Depreciation. We record substantially all of our depreciation expense associated with our plant and equipment in "Cost
of sales" on our Consolidated Statements of Operations. Depreciation expense for 2015 decreased $3.7 million,
compared to 2014, primarily as a result of the sale of our specialty business and mills, partially offset by increased
depreciation related to capital spending during recent periods.
23
Other. Other costs not included in the above table primarily consist of wage and benefit expenses and miscellaneous
operating costs. Although period cut-offs can impact cost of sales amounts, we would expect this impact to be relatively
steady as a percentage of costs on a period-over-period basis. We experienced lower benefit expenses in 2015,
compared to 2014, due to the sale of our specialty business and mills and the closure of our Long Island facility, partially
offset by costs associated with a new collective bargaining agreement at our consumer products and pulp and
paperboard facilities in Lewiston, Idaho.
Selling, general and administrative expenses
Selling, general and administrative expenses primarily consist of compensation and associated costs for sales and
administrative personnel, as well as commission expenses related to sales of our products. Our total selling, general
and administrative expenses were $117.1 million in 2015, compared to $130.1 million in 2014. The lower expense was
primarily a result of a $4.1 million mark-to-market benefit in 2015 related to our directors' common stock units, which
will ultimately be settled in cash, compared to $4.6 million of mark-to-market expense in 2014, and reduced headcount
and administrative costs related to the sale of the specialty business and mills and the closure of our Long Island
facility. These were partially offset by $2.0 million of non-routine legal expenses and settlement costs, including those
related to a dispute involving one of our closed facilities, as well as $1.4 million of reorganization related expenses.
Interest expense
Interest expense is primarily comprised of interest on our 2013 Notes and 2014 Notes and short-term borrowings from
our revolving credit facility. In 2014, we also incurred interest expense through a portion of the third quarter on our
2010 notes that were paid off in that quarter. Interest expense also includes amortization of deferred issuance costs
associated with all of our notes and our revolving credit facility. As a result of the issuance of the 2014 Notes at an
interest rate lower than that of our 2010 Notes, interest expense was lower in 2015 than 2014.
Income taxes
Income taxes are based on reported earnings and tax rates in jurisdictions in which our operations occur and offices
are located, adjusted for available credits, changes in valuation allowances and differences in reported earnings and
taxable income using current law and enacted tax rates.
The following table details our tax provision and effective tax rates for the years ended December 31, 2015, 2014 and
2013:
(Dollars in thousands)
Income tax provision (benefit)
Effective tax rate
2015
2014
2013
$
36,505
$
18,556
$ (68,721)
39.5%
114.3%
(179.7)%
Our provision for income taxes for 2014 was unfavorably impacted primarily by a non-recurring tax provision of 65.0%
related to losses on divested assets recorded in our Consolidated Statement of Operations that did not have a
corresponding tax benefit. Additionally, the rate was unfavorably impacted by changes in valuation allowances of
14.4%. In 2013, our provision for income taxes was favorably impacted primarily by non-recurring tax benefits of
180.9% related to the release of an uncertain tax position and 32.7% related to federal credits and net operating losses.
The estimated annual effective tax rate for 2016 is expected to be approximately 37%.
24
RESULTS OF OPERATIONS
Our business is organized into two reporting segments: Consumer Products and Pulp and Paperboard. Intersegment
costs for pulp transferred from our Pulp and Paperboard segment to our Consumer Products segment are recorded
at cost, and thus no intersegment sales or cost of sales for these transfers are included in our segments' results. Our
financial and other data are not necessarily indicative of our future performance.
YEAR ENDED DECEMBER 31, 2015 COMPARED TO YEAR ENDED DECEMBER 31, 2014
The following table sets forth data included in our Consolidated Statements of Operations as a percentage of net sales.
(Dollars in thousands)
Net sales
Costs and expenses:
Cost of sales
Selling, general and administrative expenses
Gain (loss) on divested assets
Impairment of assets
Total operating costs and expenses
Income from operations
Interest expense, net
Debt retirement costs
Earnings before income taxes
Income tax provision
Net earnings (loss)
Years Ended December 31,
2015
2014
$ 1,752,401
100.0% $ 1,967,139
100.0%
(1,512,849)
(117,149)
1,267
—
(1,628,731)
123,670
(31,182)
—
92,488
(36,505)
55,983
$
86.3
6.7
0.1
—
92.9
7.1
1.8
—
5.3
2.1
3.2% $
(1,708,840)
(130,102)
(40,159)
(8,227)
(1,887,328)
79,811
(39,150)
(24,420)
16,241
(18,556)
(2,315)
86.9
6.6
2.0
0.4
95.9
4.1
2.0
1.2
0.8
0.9
0.1%
Net sales—Net sales for 2015 decreased by $214.7 million, or 10.9%, compared to 2014, primarily due to a decline
in non-retail tissue shipments as a result of the sale of our specialty business and mills in December 2014, as well as
decreases in tissue converted product cases sold and lower pricing for commodity grade paperboard. These items
are discussed below under “Discussion of Business Segments.”
Cost of sales—Cost of sales was 86.3% of net sales for 2015 and 86.9% of net sales for 2014. Our overall cost of
sales was 11.5% lower compared to 2014 primarily due to the absence of operating costs in 2015 associated with our
former specialty business and mills, incremental costs in the same period of 2014 associated with the extreme cold
weather conditions in the Midwest and Northeast and operational issues at our Arkansas pulp and paperboard facility.
In addition, cost of sales for 2014 included $14.8 million of costs related to the closure of our Thomaston, Georgia and
Long Island, New York facilities, compared to $2.5 million of Long Island closure costs in 2015. These favorable
comparisons were partially offset by approximately $22 million of planned major maintenance costs that were incurred
at our pulp and paperboard facilities in 2015.
Selling, general and administrative expenses—Selling, general and administrative expenses decreased $13.0 million
during 2015 compared to 2014, due primarily to a $4.1 million mark-to-market benefit in 2015, compared to $4.6 million
of mark-to-market expense in 2014, related to our directors' common stock units, which will ultimately be settled in
cash, as well as reduced headcount and administrative costs related to the sale of the specialty business and mills
and the closure of our Long Island facility. These were partially offset by $2.0 million of non-routine legal expenses
and settlement costs, including those related to a dispute involving one of our closed facilities, as well as $1.4 million
of reorganization related expenses.
Gain (loss) on divested assets— During 2015, we recognized a $1.3 million gain primarily related to the release of
restricted cash balances pertaining to the settlement of a working capital escrow account established in connection
with the December 30, 2014 sale of our specialty business and mills. We received approximately $108 million of net
proceeds in 2014 from the sale of the mills. In total, $40.2 million was recorded as a loss on divested assets in 2014,
which included losses on $105.7 million of net assets sold, write-offs of $20.4 million and $4.9 million, respectively, of
goodwill and intangible assets associated with the specialty business and mills, and other expenses related to the
sale, net of proceeds received.
Impairment of assets—During 2014, as a result of the permanent closure of our Long Island facility, we assessed both
our intangible and long-lived assets for recoverability. As a result of this assessment, we recorded non-cash impairment
25
losses during 2014 for intangible and long-lived assets in the amounts of $5.1 million. In addition, we determined during
the fourth quarter of 2014 that a customer relationship intangible asset associated with the Pulp and Paperboard
segment's wood chipping facility was fully impaired, and as a result we recorded an additional $3.1 million non-cash
impairment loss.
Interest expense—Interest expense decreased $8.0 million during 2015, compared to 2014. The decrease was largely
attributable to reduced interest rates on our debt as a result of the third quarter 2014 redemption of the 2010 Notes
and the issuance of the lower interest bearing 2014 Notes.
Debt retirement costs—Debt retirement costs for 2014 consist of a one-time $24.4 million charge in connection with
the redemption of the 2010 Notes on August 28, 2014. These costs were comprised of cash charges of $19.8 million,
which consisted of a "make-whole" premium of $17.6 million plus unpaid interest of $2.2 million, and a non-cash charge
of $4.6 million related to the write-off of deferred issuance costs.
Income tax provision—We recorded an income tax provision of $36.5 million in 2015, compared to $18.6 million in
2014. The effective tax rate determined under generally accepted accounting principles, or GAAP, for 2015 was
approximately 39.5%, compared to 114.3% for 2014. The higher rate in 2014 was primarily the result of adjustments
for losses on divested assets. During 2015 and 2014, there were a number of items that were included in the calculation
of our income tax provision that we do not believe were indicative of our core operating performance. Excluding these
items, the adjusted tax rate for 2015 would have been approximately 38%, compared to approximately 36% in 2014.
The following table details these items:
Non-GAAP Adjusted Income Tax Provision
(In thousands)
Income tax (provision) benefit
Special items, tax impact:
Debt retirement costs
Costs associated with Long Island facility closure
Gain (loss) associated with optimization and sale of the specialty mills
Directors' equity-based compensation benefit (expense)
Loss on impairment of Clearwater Fiber intangible asset
Discrete tax item related to state tax rate changes
Costs associated with Thomaston facility closure
Discrete tax items related to foreign tax credits
Legal expenses and settlement costs
Costs associated with labor agreement
Reorganization related expenses
Adjusted income tax provision
Years Ended December 31,
2015
2014
$ (36,505) $ (18,556)
—
(780)
395
1,288
—
—
—
1,309
(626)
(533)
(470)
(8,643)
(6,677)
(3,774)
(1,625)
(1,054)
1,388
(448)
—
—
—
—
$ (35,922) $ (39,389)
26
DISCUSSION OF BUSINESS SEGMENTS
Consumer Products
(Dollars in thousands - except per ton amounts)
Net sales
Operating income (loss)
Percent of net sales
Shipments (short tons)
Non-retail
Retail
Total tissue tons
Converted products cases (in thousands)
Sales price (per short ton)
Non-retail
Retail
Total tissue
Years Ended December 31,
$
2015
959,894
55,704
2014
$1,183,385
(6,028)
5.8%
(0.5)%
90,178
292,438
382,616
52,149
233,943
293,907
527,850
55,501
$
$
1,469
2,825
2,505
$
$
1,504
2,822
2,238
Net sales for our Consumer Products segment decreased by $223.5 million, or 18.9%, in 2015 compared to 2014,
due to a decline in non-retail shipments resulting from the sale of our specialty business and mills. The segment's net
sales were also lower due to a decrease of 2.3% in non-retail average net selling prices.
The segment reported $55.7 million in operating income for 2015, compared to an operating loss of $6.0 million in
2014. The increase was primarily driven by a $40.2 million loss on the sale of our specialty business and mills in 2014.
In addition, the segment incurred $2.5 million of costs related to the closure of our Long Island facility during 2015,
compared to $20.1 million of costs related to the closure of our Thomaston and Long Island facilities incurred during
the same period of 2014. Operating costs for 2014 also included incremental costs associated with the extreme cold
weather conditions in the Midwest and Northeast. The favorable comparisons in 2015 were partially offset by slightly
higher purchased pulp and the absence of income generated by our specialty business and mills.
Pulp and Paperboard
(Dollars in thousands - except per ton amounts)
Net sales
Operating income
Percent of net sales
Paperboard shipments (short tons)
Paperboard sales price (per short ton)
Years Ended December 31,
2015
$ 792,507
120,861
2014
$ 783,754
144,171
15.3%
18.4%
796,733
990
$
774,665
1,009
$
Net sales for our Pulp and Paperboard segment increased by $8.8 million for 2015 compared to 2014. This increase
was primarily attributable to a 2.8% increase in shipments, partially offset by a 1.9% decrease in average net selling
prices.
Operating income for the segment decreased $23.3 million, or 16.2%, during 2015 compared to 2014, primarily due
to approximately $22 million in planned major maintenance costs incurred at our Idaho and Arkansas facilities during
the first half of 2015. These unfavorable comparisons were partially offset by lower chemical consumption related to
the resolution of operational issues at our Arkansas facility experienced during 2014 and lower energy costs due
primarily to favorable natural gas pricing throughout the segment.
27
YEAR ENDED DECEMBER 31, 2014 COMPARED TO YEAR ENDED DECEMBER 31, 2013
The following table sets forth data included in our Consolidated Statements of Operations as a percentage of net sales.
(Dollars in thousands)
Net sales
Costs and expenses:
Cost of sales
Selling, general and administrative expenses
Loss on divested assets
Impairment of assets
Total operating costs and expenses
Income from operations
Interest expense, net
Debt retirement costs
Earnings before income taxes
Income tax (provision) benefit
Net (loss) earnings
Years Ended December 31,
2014
2013
$ 1,967,139
100.0% $ 1,889,830
100.0%
(1,708,840)
(130,102)
(40,159)
(8,227)
(1,887,328)
79,811
(39,150)
(24,420)
16,241
(18,556)
(2,315)
$
86.9
6.6
2.0
0.4
95.9
4.1
2.0
1.2
0.8
0.9
0.1% $
(1,671,371)
(119,131)
—
—
(1,790,502)
99,328
(44,036)
(17,058)
38,234
68,721
106,955
88.4
6.3
—
—
94.7
5.3
2.3
0.9
2.0
3.6
5.7%
Net sales—Net sales for 2014 increased by $77.3 million, or 4.1%, compared to 2013, due primarily to higher average
net selling prices and shipments for paperboard, increased sales of higher priced TAD tissue products and increased
average net selling prices and shipments for non-retail tissue. These items are discussed below under “Discussion of
Business Segments.”
Cost of sales—Cost of sales was 86.9% of net sales for 2014 and 88.4% of net sales for 2013. The decrease as a
percentage of net sales was primarily a result of higher net sales, including sales of higher margin products, during 2014.
Our overall cost of sales during 2014 increased $37.5 million, or 2.2%, when compared to 2013, due primarily to $14.8
million of costs recorded in 2014 related to the closure of our Thomaston and Long Island facilities, compared to $6.0
million of costs related to the closure of our Thomaston facility in 2013, higher incremental costs in 2014 associated
with the extreme cold weather conditions in the Midwest and Northeast during the first quarter, and higher costs related
to operational issues during 2014 at our Arkansas pulp and paperboard facility. These unfavorable comparisons were
partially offset by the absence of $22.5 million of total major maintenance costs that were incurred at our pulp and
paperboard facilities in 2013.
Selling, general and administrative expenses—Selling, general and administrative expenses increased $11.0 million
during 2014 compared to 2013, primarily due to higher information technology systems and incentive-based
compensation expenses in 2014.
Loss on divested assets—Due to the sale of our specialty business and mills in 2014, $40.2 million was recorded as
a loss on divested assets. This included losses on $105.7 million of net assets sold, write-offs of $20.4 million and
$4.9 million, respectively, of goodwill and intangible assets associated with the specialty business and mills, and other
expenses related to the sale, net of proceeds received.
Impairment of assets—During 2014, as a result of the permanent closure of our Long Island facility, based on our
recoverability assessment, we recorded non-cash impairment losses totaling $5.1 million for intangible and long-lived
assets. In addition, we determined during the fourth quarter of 2014 that a customer relationship intangible asset
associated with the Pulp and Paperboard segment's wood chipping facility was fully impaired, and as a result we
recorded an additional $3.1 million non-cash impairment loss.
Interest expense—Interest expense decreased $4.9 million during 2014, compared to 2013. The decrease was
primarily attributable to reduced interest rates on our debt as a result of the third quarter 2014 refinancing of the 2010
Notes and the issuance of the lower interest bearing 2014 Notes, partially offset by short-term borrowings from our
credit facility.
28
Debt retirement costs—Debt retirement costs for 2014 consist of the one-time $24.4 million charge in connection with
the redemption of the 2010 Notes on August 28, 2014. These costs were comprised of cash charges of $19.8 million,
which consisted of a "make-whole" premium of $17.6 million plus unpaid interest of $2.2 million, and a non-cash charge
of $4.6 million related to the write-off of deferred issuance costs. Debt retirement costs of $17.1 million for 2013 include
a one-time charge in connection with the redemption of the 2009 Notes on February 22, 2013, consisting of an
approximate $14 million “make whole” premium plus accrued and unpaid interest and a non-cash charge of
approximately $3 million related to the write-off of deferred issuance costs and unamortized discounts.
Income tax provision—We recorded an income tax provision of $18.6 million in 2014, compared to a benefit of $68.7
million in 2013. The effective tax rate determined under GAAP for 2014 was a provision of 114.3%, compared to a
benefit of 179.7% for 2013. The increase in the rate in 2014 was primarily the result of adjustments for losses on
divested assets. The lower rate in 2013 was the result of the net impact of reporting discrete items, primarily relating
to an additional benefit realized from a release of uncertain tax positions. During 2014 and 2013, there were a number
of items that were included in the calculation of our income tax provision that we do not believe were indicative of our
core operating performance. Excluding these items, the adjusted tax rate for 2014 would have been approximately
36%, compared to an adjusted approximately 33% in 2013. The following table details these items:
Non-GAAP Adjusted Income Tax Provision
(In thousands)
Income tax (provision) benefit
Special items, tax impact:
Debt retirement costs
Costs associated with Long Island facility closure
Loss associated with optimization and sale of the specialty mills
Directors' equity-based compensation expense
Loss on impairment of Clearwater Fiber intangible asset
Discrete tax item related to state tax rate changes
Costs associated with Thomaston facility closure
Discrete tax items related to settlement of uncertain tax positions
Discrete tax items related to tax credit conversions
Discrete tax items related to additional Cellulosic Biofuel Producer Credits
Years Ended December 31,
2014
2013
$ (18,556) $ 68,721
(8,643)
(6,677)
(3,774)
(1,625)
(1,054)
1,388
(448)
—
—
—
(6,277)
—
—
(1,399)
—
—
(2,033)
(67,457)
(9,832)
(3,495)
Adjusted income tax provision
$ (39,389) $ (21,772)
29
DISCUSSION OF BUSINESS SEGMENTS
Consumer Products
(Dollars in thousands - except per ton amounts)
Net sales
Operating (loss) income
Percent of net sales
Shipments (short tons)
Non-retail
Retail
Total tissue tons
Converted products cases (in thousands)
Sales price (per short ton)
Non-retail
Retail
Total tissue
Years Ended December 31,
2014
$1,183,385
(6,028)
2013
$ 1,149,692
52,799
(0.5)%
4.6%
233,943
293,907
527,850
55,501
231,243
295,529
526,772
55,135
$
$
1,504
2,822
2,238
$
$
1,470
2,740
2,183
Net sales for our Consumer Products segment increased by $33.7 million, or 2.9%, for 2014, compared to 2013. The
higher net sales were due to increases of 3.0% and 2.3%, respectively, in retail and non-retail average net selling
prices, as well as an increase in non-retail tissue shipments. The higher average net selling prices for retail tissue were
driven primarily by increased sales of higher-priced TAD tissue products. These increases were partially offset by a
decrease in conventional tissue shipments and lower pricing for conventional retail tissue.
The segment reported a $6.0 million operating loss for 2014, compared to operating income of $52.8 million in 2013.
The decline was primarily driven by a $40.2 million loss on the sale of our specialty business and mills. In addition,
the segment's operating income was impacted by $20.1 million of costs related to the closure of our Thomaston and
Long Island facilities, compared to $6.0 million of costs related to the closure of our Thomaston facility in 2013, as well
as other incremental costs associated with extreme cold weather conditions in the Midwest and Northeast during the
first quarter of 2014, which negatively impacted our energy and transportation costs. These impacts were partially
offset by lower depreciation and wage and benefit expenses due to the facility closures.
Pulp and Paperboard
(Dollars in thousands - except per ton amounts)
Net sales
Operating income
Percent of net sales
Paperboard shipments (short tons)
Paperboard sales price (per short ton)
Years Ended December 31,
2014
$ 783,754
144,171
2013
$ 740,138
95,781
18.4%
12.9%
774,665
1,009
$
765,052
958
$
Net sales for our Pulp and Paperboard segment increased by $43.6 million, or 5.9%, for 2014, compared to 2013. This
increase was primarily attributable to a 5.3% increase in average net selling prices for paperboard due to increased
demand resulting from positive market conditions and an improved sales mix. In addition, paperboard shipments
increased 1.3%, as a result of higher market demand and backlogs during 2014.
Operating income for the segment increased $48.4 million, or 50.5%, during 2014 compared to 2013, primarily due to
the improved paperboard pricing and volume, the absence of $22.5 million of major maintenance costs incurred in the
2013 period and lower overall benefit expenses. These improvements were partially offset by increased energy and
transportation costs associated with extreme cold weather conditions in the Midwest and Northeast during the first
quarter of 2014, as well as operational issues at our Arkansas facility that caused elevated levels of energy and
chemicals and lower throughputs.
30
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION (EBITDA) AND ADJUSTED EBITDA
We use earnings before interest (including debt retirement costs), tax, depreciation and amortization, or EBITDA, and
EBITDA adjusted for certain items, or Adjusted EBITDA, as supplemental performance measures that are not required
by, or presented in accordance with GAAP. EBITDA and Adjusted EBITDA should not be considered as alternatives
to net earnings, operating income or any other performance measure derived in accordance with GAAP, or as
alternatives to cash flows from operating activities or a measure of our liquidity or profitability. In addition, our calculation
of EBITDA and Adjusted EBITDA may or may not be comparable to similarly titled measures used by other companies.
EBITDA and Adjusted EBITDA have important limitations as analytical tools, and should not be considered in isolation,
or as a substitute for any of our results as reported under GAAP. Some of these limitations are:
EBITDA and Adjusted EBITDA do not reflect our cash expenditures for capital assets;
EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital
requirements;
EBITDA and Adjusted EBITDA do not include cash pension payments;
EBITDA and Adjusted EBITDA exclude certain tax payments that may represent a reduction in cash available
to us;
EBITDA and Adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to
service interest or principal payments on our debt;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized
will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements
for such replacements; and
other companies, including other companies in our industry, may calculate these measures differently than
we do, limiting their usefulness as a comparative measure.
We present EBITDA, Adjusted EBITDA and Adjusted income tax provisions because we believe they assist investors
and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we
do not believe are indicative of our core operating performance. In addition, we use EBITDA and Adjusted EBITDA:
(i) as factors in evaluating management’s performance when determining incentive compensation, (ii) to evaluate the
effectiveness of our business strategies and (iii) because our credit agreement and the indentures governing the 2013
Notes and 2014 Notes use metrics similar to EBITDA to measure our compliance with certain covenants.
The following table provides our EBITDA and Adjusted EBITDA for the periods presented, as well as a reconciliation
to net earnings:
Years Ended December 31,
(In thousands)
Net earnings (loss)
Interest expense, net 1
Income tax provision (benefit)
Depreciation and amortization expense
EBITDA
Directors' equity-based compensation (benefit) expense
Legal expenses and settlement costs
Reorganization related expenses
Costs associated with Long Island facility closure
(Gain) loss associated with optimization and sale of the specialty mills
Costs associated with labor agreement
Loss on impairment of Clearwater Fiber intangible asset
Costs associated with Thomaston facility closure
Adjusted EBITDA
2015
2013
$ 55,983 $
31,182
36,505
84,732
2014
(2,315) $ 106,955
61,094
63,570
(68,721)
18,556
90,272
90,145
$ 208,402 $ 169,956 $ 189,600
4,084
—
—
—
—
—
—
5,977
$ 210,697 $ 238,511 $ 199,661
(4,073)
1,972
1,470
2,463
(1,267)
1,730
—
—
4,606
—
—
18,813
40,801
—
3,078
1,257
1
Interest expense, net for the years ended December 31, 2014 and 2013 includes debt retirement costs of $24.4 million and $17.1 million,
respectively.
31
LIQUIDITY AND CAPITAL RESOURCES
The following table presents information regarding our cash flows for the years ended December 31, 2015, 2014 and
2013.
Cash Flows Summary
(In thousands)
Net cash flows from operating activities
Net cash flows from investing activities
Net cash flows from financing activities
Years Ended December 31,
$
2015
159,675 $
(78,548)
(102,848)
2014
139,100 $
35,687
(171,131)
2013
136,357
(140,593)
15,332
Operating Activities—Net cash flows from operating activities for 2015 increased by $20.6 million compared to 2014.
The increase in operating cash flows was largely due to a $27.1 million increase in cash flows generated from working
capital and a $13.8 million decrease in contributions to our qualified pension plans compared to 2014, partially offset
by a net $13.6 million increase in taxes receivable in 2015 compared to $9.2 million of cash from taxes receivable in
2014. The cash flows generated from working capital were primarily the result of a decrease in inventories and higher
accounts payable and accrued liabilities, partially offset by higher accounts receivable, and prepaid expense balances
in 2015 compared to 2014.
Net cash flows from operating activities for 2014 increased by $2.7 million compared to 2013. The slight improvement
was largely due to higher earnings, after adjusting for noncash related items, which increased $5.9 million compared
to 2013, as well as a $2.8 million decrease in cash flows used for working capital. The decrease in cash flows used
for working capital were driven primarily by a year-end increase in inventories beyond our normal cyclical amounts,
which resulted from labor slowdowns at West Coast shipping ports, partially offset by a decrease in accounts receivable
due primarily to the timing of sales collections, and slightly higher accounts payable and accrued liabilities driven by
process improvements to our capital management. These improvements were partially offset by a $1.9 million increase
in contributions to our qualified pension plans in 2014 compared to 2013.
Investing Activities—Net cash flows from investing activities decreased $114.2 million in 2015, compared to 2014. The
decrease in cash flows from investing activities was largely due to $107.7 million of net cash proceeds received in
2014 from divested assets, which related to the sale of our specialty business and mills. In addition, cash spent for
plant and equipment increased $35.9 million compared to 2014. These decreases were partially offset by a $29.8
million increase in cash provided by the conversion of short-term investments into cash during 2015 compared to 2014.
Net cash flows from investing activities increased $176.3 million in 2014, compared to 2013. The primary increase in
cash flows from investing activities was largely due to the $107.7 million of net cash proceeds from divested assets.
Investing cash flows also increased due to $20.0 million of cash provided by the conversion of short-term investments
into cash during 2014, as compared to $50.0 million of cash converted into short-term investments in 2013. Cash spent
for plant and equipment was $93.0 million in 2014, compared to $90.6 million in 2013.
Financing Activities—Net cash flows used for financing activities were $102.8 million for 2015, and were largely driven
by the completion of our 2015 $100 million stock repurchase program.
Net cash flows used for financing activities were $171.1 million for 2014, and were largely driven by the completion of
our 2014 $100 million stock repurchase program, as well as a $75.0 million decrease in long-term debt associated
with the issuance of the 2014 Notes and retirement of the 2010 Notes.
Capital Resources
Due to the competitive and cyclical nature of the markets in which we operate, there is uncertainty regarding the amount
of cash flows we will generate during the next twelve months. However, we believe that our cash flows from operations,
cash on hand, short-term investments and available borrowing capacity under our credit facility will be adequate to
fund debt service requirements and provide cash required to support our ongoing operations, capital expenditures,
stock repurchase program and working capital needs for the next twelve months.
We may choose to refinance all or a portion of our indebtedness on or before maturity. We cannot be certain that we
will be able to refinance any of our indebtedness on commercially reasonable terms or at all. As of December 31, 2015,
our short-term investments were not restricted and were largely invested in demand deposits.
At December 31, 2015 and 2014, our financial position included gross debt of $575.0 million. Stockholders’ equity at
December 31, 2015 was $474.9 million, compared to the December 31, 2014 balance of $497.5 million. Our total debt
32
to total capitalization, excluding accumulated other comprehensive loss, was 52.0% at December 31, 2015, compared
to 50.3% at December 31, 2014.
Debt Arrangements
$300 Million Senior Notes Due 2025
On July 29, 2014, we issued the 2014 Notes, which mature on February 1, 2025, have an interest rate of 5.375% and
were issued at their face value. The issuance of these notes generated net proceeds of approximately $298 million
after deducting offering expenses. We redeemed all of our 2010 Notes using the net proceeds from the 2014 Notes
along with company funds and a draw from our senior secured revolving credit facility during the third quarter of 2014.
The 2010 Notes had a maturity date of November 1, 2018, and an interest rate of 7.125%. On August 28, 2014, we
redeemed all of the 2010 Notes at a redemption price equal to 100% of the principal amount of $375 million and a
“make whole” premium of $17.6 million plus accrued and unpaid interest of $8.7 million, for an aggregate amount of
$401.3 million.
The 2014 Notes are guaranteed by all of our direct and indirect domestic subsidiaries. The 2014 Notes will also be
guaranteed by each of our future direct and indirect domestic subsidiaries that do not constitute an immaterial subsidiary
under the indenture governing the 2014 Notes. The 2014 Notes are equal in right of payment with all other existing
and future unsecured senior indebtedness and are senior in right of payment to any future subordinated indebtedness.
The 2014 Notes are effectively subordinated to all of our existing and future secured indebtedness, including borrowings
under our secured revolving credit facility, which is secured by certain of our accounts receivable, inventory and cash.
The terms of the 2014 Notes limit our ability and the ability of any restricted subsidiaries to incur certain liens, engage
in sale and leaseback transactions and consolidate, merge with, or convey, transfer or lease substantially all of our or
their assets to another person.
We may, on any one or more occasions, redeem all or a part of the 2014 Notes, upon not less than 30 days nor more
than 60 days notice, at a redemption price equal to 100% of the principal amount of the 2014 Notes redeemed, plus
the applicable premium as of, and accrued and unpaid interest, if any, to the date of redemption. Unless we default in
the payment of the redemption price, interest will cease to accrue on the 2014 Notes or portions thereof called for
redemption on the applicable redemption date. In addition, we may be required to make an offer to purchase the 2014
Notes upon the sale of certain assets and upon a change of control.
Our 2016 expected debt service obligation related to the 2014 Notes, consisting of cash payments for interest, is $16.1
million.
$275 Million Senior Notes Due 2023
In June 2009, we issued the 2009 Notes, in the aggregate principal amount of $150 million. The 2009 Notes, which
were due on June 15, 2016 and had an interest rate of 10.625%, were issued at a price equal to 98.792% of their face
value.
On February 22, 2013, we exercised our option to redeem all of the 2009 Notes at a redemption price equal to
approximately $166 million, which consisted of 100% of the principal amount, plus an approximate $13 million “make
whole” premium and accrued and unpaid interest of approximately $3 million. Proceeds to fund the redemption of our
2009 Notes were made available through the sale of the 2013 Notes. The 2013 Notes mature on February 1, 2023,
have an interest rate of 4.5% and were issued at their face value.
The 2013 Notes are guaranteed by our existing and future direct and indirect domestic subsidiaries, are equal in right
of payment with all other existing and future unsecured senior indebtedness, and are senior in right of payment to any
future subordinated indebtedness. The 2013 Notes are effectively subordinated to all of our existing and future secured
indebtedness, including borrowings under our secured revolving credit facility, which is secured by certain of our
accounts receivable, inventory and cash. The terms of the 2013 Notes limit our ability and the ability of any restricted
subsidiaries to borrow money; pay dividends; redeem or repurchase capital stock; make investments; sell assets;
create restrictions on the payment of dividends or other amounts to us from any restricted subsidiaries; enter into
transactions with affiliates; enter into sale and lease back transactions; create liens; and consolidate, merge or sell all
or substantially all of our assets.
At any time prior to February 1, 2018, we may on any one or more occasions redeem all or a part of the 2013 Notes,
upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount,
plus the applicable premium as of, and accrued and unpaid interest and special interest, if any, to the date of redemption.
In addition, we may be required to make an offer to purchase the 2013 Notes upon the sale of certain assets and upon
a change of control.
33
On or after February 1, 2018, we may redeem all or a portion of the 2013 Notes at specified redemption prices plus
accrued and unpaid interest. In addition, we may be required to make an offer to purchase the 2013 Notes upon the
sale of certain assets and upon a change of control.
Our 2016 expected debt service obligation related to the 2013 Notes, consisting of cash payments for interest, is $12.4
million.
Revolving Credit Facility
In November 2008, we entered into a $125 million senior secured revolving credit facility with certain financial
institutions. The amount available to us under the revolving credit facility is based on the lesser of 85% of our eligible
accounts receivable plus approximately 65% of our eligible inventory, or $125 million. The revolving credit facility, which
was subsequently amended on September 28, 2015, expires on September 30, 2020.
As of December 31, 2015, there were no borrowings outstanding under the credit facility, but $6.1 million of the credit
facility was being used to support outstanding standby letters of credit. Loans under the credit facility bear interest (i)
for LIBOR loans, LIBOR plus between 1.25% and 1.75% and (ii) for base rate loans, a per annum rate equal to the
greater of the following rates plus between 0.25% and 0.75%: (a) the rate of interest announced by Bank of America
from time to time as its prime rate for such day; (b) the weighted average of interest rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal funds brokers for such day, plus 0.50%;
or (c) LIBOR for a 30-day interest period as determined on such day, plus 1.00%. The percentage margin on all loans
is based on our fixed charge coverage ratio for the most recent four quarters. As of December 31, 2015, we would
have been permitted to draw an additional $118.9 million under the credit facility at LIBOR plus 1.25%, or base rate
plus 0.25%.
A minimum fixed charge coverage ratio is the only financial covenant requirement under our credit facility and is
triggered when there are any commitments or obligations outstanding and availability falls below 12.5% or an event
of default exists, at which time the minimum fixed charge coverage ratio must be at least 1.0-to-1.0. As of December 31,
2015, the fixed charge coverage ratio for the most recent four quarters was 1.3-to-1.0.
Our obligations under the revolving credit facility are secured by certain of our accounts receivable, inventory and
cash. The terms of the credit facility contain various provisions that limit our discretion in the operations of our business
by restricting our ability to, among other things, pay dividends; redeem or repurchase capital stock; create, incur or
guarantee certain debt; incur liens on certain properties; make capital expenditures; enter into certain affiliate
transactions; enter into certain hedging arrangements; and consolidate with or merge with another entity. The revolving
credit facility contains usual and customary affirmative and negative covenants and usual and customary events of
default.
34
CONTRACTUAL OBLIGATIONS
The following table summarizes our contractual obligations as of December 31, 2015. Portions of the amounts shown
are reflected in our financial statements and accompanying notes, as required by GAAP. See the footnotes following
the table for information regarding the amounts presented and for references to relevant financial statement notes that
include a detailed discussion of the item.
Payments Due by Period
(In thousands)
Long-term debt1
Interest on long-term debt1
Capital leases2
Operating leases2
Purchase obligations3
Other obligations4,5
Total
$
Total
575,000 $
246,001
42,759
39,946
285,304
183,875
$ 1,372,885 $
Less
Than 1 Year
1-3 Years
3-5 Years
— $
— $
— $
28,500
2,576
12,990
262,174
106,610
412,850 $
57,000
5,293
15,187
20,757
15,114
113,351 $
57,000
5,358
5,669
2,373
13,888
84,288 $
More Than
5 Years
575,000
103,501
29,532
6,100
—
48,263
762,396
1
2
3
4
5
Included above are the principal and interest payments that were due on our 2013 and 2014 Notes, which were outstanding as of December
31, 2015. For more information regarding specific terms of our long-term debt, see the discussion under the heading “Debt Arrangements,”
and Note 10, “Debt,” in the notes to the consolidated financial statements.
These amounts represent our minimum capital lease payments, including amounts representing interest, and our minimum operating lease
payments. See Note 17, “Commitments and Contingencies,” in the notes to the consolidated financial statements.
Purchase obligations consist primarily of contracts for the purchase of raw materials (primarily pulp) from third parties, trade accounts payable
as of December 31, 2015, and contracts with natural gas and electricity providers.
Included in other obligations are accrued liabilities and accounts payable (other than trade accounts payable) as of December 31, 2015,
liabilities associated with supplemental pension and deferred compensation arrangements, and estimated payments on postretirement
employee benefit plans.
Total excludes $1.7 million of unrecognized tax benefits due to the uncertainty of timing of payment. See Note 8, “Income Taxes,” in the notes
to the consolidated financial statements.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or
future effect on our financial conditions or consolidated financial statements.
ENVIRONMENTAL
Our operating facilities are subject to rigorous federal and state environmental regulation governing air emissions,
wastewater discharges, and solid and hazardous waste management. Our goal is continuous compliance with all
environmental regulations and we regularly monitor our activities to ensure compliance with all pertinent rules and
requirements. Compliance with environmental regulations is a significant factor in our business and requires periodic
capital expenditures as well as additional operating costs as rules change.
The new federal standard for hazardous air pollutants from boiler and process heaters was finalized by the U.S.
Environmental Protection Agency, or EPA, and became effective in 2013 with a compliance date of January 2016. Our
Lewiston, Idaho facility was granted a compliance extension and will be in compliance by January 2017. This project
will require a significant capital expenditure to comply with this rule. Total cost estimates for the required compliance
expenditure is expected to be approximately $6 million, with approximately $1 million spent in 2015 and the remainder
expected to be spent in 2016. We expect no technical issues with meeting the new rule.
Concern over climate change, including the impact of global warming, may lead to future regulations. We believe there
are no U.S. rules currently proposed that would have a material impact on our operations.
In 2012, we received notification of alleged Clean Air Act violations at our Lewiston facility. We reached an agreement
with the U.S. Department of Justice and EPA in connection with this matter and paid a fine in the amount of $0.3 million
in the third quarter of 2015.
Our facilities are currently in substantial compliance with applicable environmental laws and regulations. We cannot
be certain, however, that situations that may give rise to material environmental liabilities will not be discovered or that
the enactment of new environmental laws or regulations or changes in existing laws or regulations will not require
significant expenditures by us.
35
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in accordance with GAAP requires our management to select and apply
accounting policies that best provide the framework to report the results of operations and financial position. The
selection and application of those policies requires management to make difficult, subjective and complex judgments
concerning reported amounts of revenue and expenses during the reporting period and the reported amounts of assets
and liabilities at the date of the financial statements. As a result, it is possible that materially different amounts would
be reported under different conditions or using different assumptions.
See Note 3, “Recently Adopted and Prospective Accounting Standards” to the consolidated financial statements
included in Item 8 of this Annual Report on Form 10-K for additional information regarding recently adopted and new
accounting pronouncements.
Goodwill. Our acquisitions are accounted for using the purchase method of accounting as prescribed by applicable
accounting guidance. In accordance with the accounting guidance, we revalued the assets and liabilities acquired at
their respective fair values on the acquisition date. Changes in assumptions and estimates during the allocation period
affecting the acquisition date fair value of acquired assets and liabilities would result in changes to the recorded values,
resulting in an offsetting change to the goodwill balance associated with the business acquired. Significant changes
in assumptions and estimates subsequent to completing the allocation of purchase price to the assets and liabilities
acquired, as well as differences in actual results versus estimates, could have a material impact on our earnings.
Goodwill from an acquisition represents the excess of the cost of a business acquired over the net of the amounts
assigned to assets acquired, including identifiable intangible assets and liabilities assumed. As a result of our acquisition
of Cellu Tissue Holdings, Inc., or Cellu Tissue, on December 27, 2010, we recorded $229.5 million of goodwill on our
Consolidated Balance Sheet as of December 31, 2010, which was all assigned to our Consumer Products reporting
unit. As a result of our December 30, 2014 sale of our specialty business and mills, a portion of goodwill was allocated
to the divested mills and included in our loss on divested assets on our Consolidated Statement of Operations. As of
December 31, 2015, we had $209.1 million of goodwill included on our Consolidated Balance Sheet. Goodwill is not
amortized but tested for impairment annually each November 1st and at any time when events suggest impairment
may have occurred. When required, our goodwill impairment test is performed by comparing the fair value of the
Consumer Products reporting unit to its carrying value. We incorporate assumptions involving future growth rates,
discount rates and tax rates in projecting the future cash flows. In the event the carrying value exceeds the fair value
of the reporting unit, an impairment loss would be recognized to the extent the carrying amount of the reporting unit’s
goodwill exceeds its implied fair value.
Long-lived assets. A significant portion of our total assets are invested in our manufacturing facilities. Also, the cyclical
patterns of our businesses cause cash flows to fluctuate by varying degrees from period to period. As a result, long-
lived assets are a material component of our financial position, with the potential for material change in valuation if
assets are determined to be impaired. Accounting guidance requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not
be recoverable, as measured by its undiscounted estimated future cash flows.
We use our operational budgets to estimate future cash flows. Budgets are inherently uncertain estimates of future
performance due to the fact that all inputs, including net sales, costs and capital spending, are subject to frequent
change for many different reasons. Because of the number of variables involved, the interrelationship between the
variables and the long-term nature of the impairment measurement, sensitivity analysis of individual variables is not
practical. Budget estimates are adjusted periodically to reflect changing business conditions, and operations are
reviewed, as appropriate, for impairment using the most current data available.
We believe we have adequate support for the carrying value of all of our long-lived assets based on anticipated cash
flows that will result from our estimates of future demand, pricing, and production costs, assuming certain levels of
capital expenditures.
Pension and postretirement employee benefits. The determination of pension plan expense and the requirements
for funding our pension plans are based on a number of actuarial assumptions. Three critical assumptions are the
discount rate applied to pension plan obligations, the rate of return on plan assets and mortality rates. For other
postretirement employee benefit, or OPEB, plans, which provide certain health care and life insurance benefits to
qualified retired employees, critical assumptions in determining OPEB expense are the discount rate applied to benefit
obligations, the assumed health care cost trend rates used in the calculation of benefit obligations and mortality rates.
Note 13, "Savings, Pension and Other Postretirement Employee Benefit Plans," to our consolidated financial statements
includes information for the three years ended December 31, 2015, 2014 and 2013, on the components of pension
36
and OPEB expense and the underlying actuarial assumptions used to calculate periodic expense, as well as the funded
status for our pension and OPEB plans as of December 31, 2015 and 2014.
The discount rate used in the determination of pension benefit obligations and pension expense is determined based
on a review of long-term high-grade bonds and management’s expectations. At December 31, 2015, we calculated
obligations using a 4.70% discount rate. The discount rates used at December 31, 2014 and 2013 were 4.25% and
5.20%, respectively. To determine the expected long-term rate of return on pension assets, we employ a process that
analyzes historical long-term returns for various investment categories, as measured by appropriate indices. These
indices are weighted based upon the extent to which plan assets are invested in the particular categories in arriving
at our determination of a composite expected return. The long-term rates of return used for the years ended
December 31, 2015, 2014 and 2013 were 7.00%, 7.50% and 7.50%, respectively.
Total periodic pension plan expense in 2015 was $7.8 million. An increase in the discount rate or the rate of expected
return on plan assets, all other assumptions remaining the same, would decrease pension plan expense, and
conversely, a decrease in either of these measures would increase plan expense. As an indication of the sensitivity
that pension expense has to the discount rate assumption, a 25 basis point change in the discount rate would affect
annual plan expense by approximately $0.7 million. A 25 basis point change in the assumption for expected return on
plan assets would affect annual plan expense by approximately $0.7 million. The actual rates of return on plan assets
may vary significantly from the assumptions used because of unanticipated changes in financial markets.
Our company-sponsored pension plans were underfunded by a net $24.4 million at December 31, 2015 and $16.9
million at December 31, 2014. As a result of being underfunded, we may be required to make contributions to our
qualified pension plans. In 2015, we contributed $3.2 million to these pension plans. We also contributed $0.4 million
to our non-qualified pension plan in 2015. We do not expect to make any cash contribution to our qualified pension
plans in 2016.
For our OPEB plans, expense for 2015 was $2.1 million. We do not anticipate funding our OPEB plans in 2016 except
to pay benefit costs as incurred during the year by plan participants. The discount rates used to calculate OPEB
obligations, which was determined using the same methodology we used for our pension plans, were 4.50%, 4.15%
and 5.05% at December 31, 2015, 2014 and 2013, respectively. The assumed health care cost trend rate used to
calculate 2015 OPEB expense was 7.60%, grading to a range of 4.30% to 4.50% over approximately 70 years. The
health care cost trend rate used to calculate December 31, 2015 OPEB obligations was 7.00% in 2016, grading to
4.50% over approximately 70 years, for participants whose benefits are not provided through Health Reimbursement
Accounts (HRAs), and 2.50% annually for participants whose benefits are provided through HRAs.
As an indication of the sensitivity that OPEB expense has to the discount rate assumption, a 25 basis point change
in the discount rate would affect plan expense by approximately $0.4 million. A 1% change in the assumption for health
care cost trend rates would have affected 2015 plan expense by approximately $0.3 million to $0.4 million and the
total postretirement employee obligation by approximately $4.3 million to $4.9 million. The actual rates of health care
cost increases may vary significantly from the assumption used because of unanticipated changes in health care costs.
Periodic pension and OPEB expenses are included in “Cost of sales” and “Selling, general and administrative expenses”
in the Consolidated Statements of Operations. The expense is allocated to all business segments. In accordance with
current accounting guidance governing defined benefit pension and other postretirement plans, at December 31, 2015
and 2014, long-term assets are recorded for overfunded plans and liabilities are recorded for underfunded plans. The
funded status of a benefit plan is measured as the difference between plan assets at fair value and the projected
benefit obligation. For underfunded plans, the estimated liability to be payable in the next twelve months is recorded
as a current liability, with the remaining portion recorded as a long-term liability.
Effective December 15, 2010, the salaried pension plan was closed to new entrants and after December 31, 2011, it
was frozen and ceased accruing further benefits.
Income taxes. The conclusion that deferred tax assets are realizable is subject to certain assessments, projections
and judgments made by management. In assessing whether deferred tax assets are realizable, the standard we use
is whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary
differences are deductible. We consider the scheduled reversal of deferred tax liabilities (including the impact of
available carryforward periods), projected taxable income, and amounts of taxable income we would have generated
historically. In order to fully realize the deferred tax asset, we will need to generate future taxable income before the
expiration of the deferred tax assets governed by the tax code.
Based on existing deferred tax liabilities and projected taxable income over the periods for which the deferred tax
assets are deductible, we believe that it is more likely than not that we will realize the benefits of these future deductible
37
differences, excluding items for which we have already recorded a valuation allowance. The amount of the deferred
tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income
during the carryforward period are reduced.
We operate in tax jurisdictions located in many areas of the United States and are subject to audit in these jurisdictions.
Tax audits by their nature are often complex and can require several years to resolve. In the preparation of our
consolidated financial statements, management exercises judgment in estimating the potential exposure to unresolved
tax matters and applies the guidance pursuant to uncertain tax positions which employs a more likely than not criteria
approach for recording tax benefits related to uncertain tax positions. While actual results could vary, in management's
judgment, we have adequate tax accruals with respect to the ultimate outcome of such unresolved tax matters.
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risks
Interest Rate Risk
Our exposure to market risks on financial instruments includes interest rate risk on our secured revolving credit facility.
As of December 31, 2015, there were no borrowings outstanding under our revolving credit facility. The interest rates
applied to borrowings under the credit facility are adjusted often and therefore react quickly to any movement in the
general trend of market interest rates. For example, a one percentage point increase or decrease in interest rates,
based on assumed outstanding credit facility borrowings of $10.0 million, would have a $0.1 million annual effect on
interest expense. We currently do not attempt to mitigate the effects of short-term interest rate fluctuations on our
credit facility borrowings through the use of derivative financial instruments.
Commodity Risk
We are exposed to market risk for changes in natural gas commodity pricing, which we partially mitigate through the
use of firm price contracts for a portion of the natural gas requirements of our manufacturing facilities. As of December 31,
2015, these contracts covered approximately 44% of the expected average monthly requirements for 2016, including
approximately 59% of the expected average monthly requirements for the first quarter.
Foreign Currency Risk
We have minimal foreign currency exchange risk. Virtually all of our international sales are denominated in U.S. dollars.
Quantitative Information about Market Risks
(Dollars in thousands)
Long-term debt:
Fixed rate
Average interest rate
Fair value at December 31,
2015
2016
2017
2018
2019
2020
Thereafter
Total
Expected Maturity Date
$ — $ — $ — $ — $
—%
—%
—%
—%
— $ 575,000
—%
4.957%
$ 575,000
4.957%
$ 558,250
38
ITEM 8.
Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015,
2014 and 2013
Consolidated Balance Sheets at December 31, 2015 and 2014
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2015, 2014
and 2013
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Financial Statement Schedules:
All schedules have been omitted because the required information is not present or is not present in
amounts sufficient to require submission of the schedule, or because the information required is included
in the consolidated financial statements, including the notes thereto.
PAGE
NUMBER
40
41
42
43
44
45-81
82-83
39
CLEARWATER PAPER CORPORATION
Consolidated Statements of Operations
(Dollars in thousands – except per-share amounts)
Net sales
Costs and expenses:
Cost of sales
Selling, general and administrative expenses
Gain (loss) on divested assets
Impairment of assets
Total operating costs and expenses
Income from operations
Interest expense, net
Debt retirement costs
Earnings before income taxes
Income tax (provision) benefit
Net earnings (loss)
Net earnings (loss) per common share:
Basic
Diluted
The accompanying notes are an integral part of these consolidated financial statements.
For The Years Ended December 31,
2015
2014
2013
$ 1,752,401 $ 1,967,139 $ 1,889,830
(1,512,849)
(1,708,840)
(1,671,371)
(117,149)
(130,102)
(119,131)
1,267
—
(40,159)
(8,227)
—
—
(1,628,731)
(1,887,328)
(1,790,502)
123,670
(31,182)
—
92,488
(36,505)
79,811
(39,150)
(24,420)
16,241
(18,556)
99,328
(44,036)
(17,058)
38,234
68,721
55,983 $
(2,315) $
106,955
2.98 $
(0.11) $
2.97
(0.11)
4.84
4.80
$
$
40
CLEARWATER PAPER CORPORATION
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
For The Years Ended December 31,
2015
2014
2013
$
55,983 $
(2,315) $
106,955
8,944
(23,523)
51,262
471
—
5,106
(3,130)
—
—
7,647
5,975
9,098
(1,276)
(1,202)
(101)
—
874
—
15,315
(12,770)
57,600
$
71,298 $
(15,085) $
164,555
Net earnings (loss)
Other comprehensive income (loss), net of tax:
Defined benefit pension and other postretirement employee benefits:
Net gain (loss) arising during the period, net of tax
of $5,814, $(15,103), and $32,346
Curtailments, net of tax of $ -, $ - , and $298
Prior service credit (cost) arising during the period, net of
tax of $ -, $3,278, and $(1,976)
Amortization of actuarial loss included in net periodic cost,
net of tax of $4,972, $3,836, and $5,742
Amortization of prior service credit included in net
periodic cost, net of tax of $(829), $(772), and $(64)
Foreign currency translation amounts reclassified from accumulated
other comprehensive loss
Other comprehensive income (loss), net of tax
Comprehensive income (loss)
The accompanying notes are an integral part of these consolidated financial statements.
41
CLEARWATER PAPER CORPORATION
Consolidated Balance Sheets
(Dollars in thousands – except share data)
ASSETS
Current assets:
Cash
Restricted cash
Short-term investments
Receivables, net
Taxes receivable
Inventories
Deferred tax assets1
Other current assets2
Total current assets
Property, plant and equipment, net
Goodwill
Intangible assets, net
Pension assets
Other assets, net2
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities
Current liability for pensions and other postretirement employee benefits
Total current liabilities
Long-term debt2
Liability for pensions and other postretirement employee benefits
Other long-term obligations
Accrued taxes
Deferred tax liabilities
Stockholders’ equity:
Preferred stock, par value $0.0001 per share, 5,000,000 authorized shares,
no shares issued
Common stock, par value $0.0001 per share, 100,000,000 authorized
shares-24,193,098 and 24,056,057 shares issued
Additional paid-in capital
Retained earnings
Treasury stock, at cost, common shares–6,380,309 and 4,498,388
shares repurchased
Accumulated other comprehensive loss, net of tax
Total stockholders’ equity
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
At December 31,
2015
2014
$
5,610
2,270
250
139,052
14,851
255,573
—
9,331
426,937
866,538
209,087
19,990
596
4,221
$ 1,527,369
$
27,331
1,500
50,000
133,914
1,255
286,626
21,760
3,424
525,810
810,987
209,087
24,956
4,738
3,571
$ 1,579,149
$
$
220,368
7,559
227,927
568,987
89,057
46,738
1,676
118,118
215,826
7,915
223,741
568,221
118,464
56,856
2,696
111,634
—
—
2
340,095
520,307
2
334,074
464,324
(329,990)
(55,548)
474,866
$ 1,527,369
(230,000)
(70,863)
497,537
$ 1,579,149
The accompanying notes are an integral part of these consolidated financial statements.
1 Current deferred tax assets were classified as non-current in 2015 due to the prospective adoption of ASU 2015-17. See Note 3, "Recently
Adopted and Prospective Accounting Standards."
2 Due to the retrospective adoption of ASU 2015-03, debt issuance costs in 2014 were reclassified to conform with the 2015 presentation.
See Note 3, "Recently Adopted and Prospective Accounting Standards."
42
CLEARWATER PAPER CORPORATION
Consolidated Statements of Cash Flows
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)
Adjustments to reconcile net earnings (loss) to net cash flows from
operating activities:
Depreciation and amortization
Equity-based compensation expense
Impairment of assets
Deferred tax provision
Employee benefit plans
Deferred issuance costs and discounts on long-term debt
Loss on divestiture of assets
Disposal of plant and equipment, net
Non-cash adjustments to unrecognized taxes
Changes in working capital, net
Change in taxes receivable, net
Excess tax benefits from equity-based payment arrangements
Funding of qualified pension plans
Other, net
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Change in short-term investments, net
Additions to plant and equipment
Net proceeds from divested assets
Proceeds from sale of assets
Net cash flows from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt
Repayment of long-term debt
Purchase of treasury stock
Payments for long-term debt issuance costs
Payment of tax withholdings on equity-based payment arrangements
Excess tax benefits from equity-based payment arrangements
Other, net
Net cash flows from financing activities
(Decrease) increase in cash
Cash at beginning of period
Cash at end of period
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized
Cash paid for income taxes
Cash received from income tax refunds
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
Changes in accrued plant and equipment
Property acquired under capital lease
The accompanying notes are an integral part of these consolidated financial statements.
43
For The Years Ended December 31,
2015
2014
2013
$
55,983
$
(2,315) $
106,955
84,732
4,557
—
16,081
3,011
928
—
1,492
(1,020)
14,841
(13,596)
(1,433)
(3,179)
(2,722)
159,675
49,750
(128,902)
—
604
(78,548)
—
—
(99,990)
—
(4,152)
1,433
(139)
(102,848)
(21,721)
27,331
5,610
28,195
35,849
2,533
5,202
—
$
$
$
90,145
12,790
8,227
13,813
2,115
6,141
29,059
959
328
(12,248)
9,248
(864)
(16,955)
(1,343)
139,100
20,000
(93,028)
107,740
975
35,687
300,000
(375,000)
(100,000)
(3,002)
(1,523)
864
7,530
(171,131)
3,656
23,675
27,331
34,418
6,851
11,867
6,187
385
$
$
$
90,272
10,960
—
5,629
10,131
4,964
—
1,493
(74,739)
(15,022)
10,325
—
(15,050)
439
136,357
(50,000)
(90,593)
—
—
(140,593)
275,000
(150,000)
(100,000)
(4,837)
(4,831)
—
—
15,332
11,096
12,579
23,675
36,147
3,256
1,577
(4,085)
—
$
$
$
CLEARWATER PAPER CORPORATION
Consolidated Statements of Stockholders’ Equity
(In thousands)
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Retained
Earnings
Treasury Stock
Shares
Amount
Accumulated
Other
Comprehensive
(Loss) Income
Total
Stockholders'
Equity
Balance at December
31, 2012
23,841
$
Net earnings
Performance share and
restricted stock unit
awards
Pension and OPEB, net
of tax of $36,346
Purchase of treasury
stock
Balance at December
31, 2013
Net loss
Performance share and
restricted stock unit
awards
Pension and OPEB, net
of tax of $(8,761)
Purchase of treasury
stock
Foreign currency
translation amounts
reclassified from
accumulated other
comprehensive loss
Balance at December
31, 2014
Net earnings
Performance share and
restricted stock unit
awards
Pension and OPEB, net
of tax of $9,957
Purchase of treasury
stock
Balance at December
31, 2015
—
167
—
—
24,008
$
—
48
—
—
—
24,056
$
—
137
—
—
2
—
—
—
—
2
—
—
—
—
—
2
—
—
—
—
$ 326,901
$
359,684
(853) $
(30,000) $
(115,693) $
540,894
—
106,955
(355)
—
—
—
—
—
—
—
—
—
—
—
—
—
106,955
(355)
57,600
57,600
(2,071)
(100,000)
—
(100,000)
$ 326,546
$
466,639
(2,924) $ (130,000) $
(58,093) $
605,094
—
(2,315)
—
—
—
—
—
—
—
—
(2,315)
7,528
(13,644)
(13,644)
(1,574)
(100,000)
—
(100,000)
—
—
—
—
—
—
874
874
$ 334,074
$
464,324
(4,498) $ (230,000) $
(70,863) $
497,537
—
55,983
6,021
—
—
—
—
—
—
—
—
—
—
—
—
—
55,983
6,021
15,315
15,315
(1,882)
(99,990)
—
(99,990)
7,528
—
—
—
24,193
$
2
$ 340,095
$
520,307
(6,380) $ (329,990) $
(55,548) $
474,866
The accompanying notes are an integral part of these consolidated financial statements.
44
CLEARWATER PAPER CORPORATION
Notes to Consolidated Financial Statements
NOTE 1 Nature of Operations and Basis of Presentation
Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, parent roll tissue, bleached
paperboard and pulp at manufacturing facilities across the nation. The company is a premier supplier of private label
tissue to major retailers and wholesale distributors, including grocery, drug, mass merchants and discount stores. In
addition, the company produces bleached paperboard used by quality-conscious printers and packaging converters.
Clearwater Paper's employees build shareholder value by developing strong customer partnerships through quality
and service.
Unless the context otherwise requires or unless otherwise indicated, references in this report to “Clearwater Paper
Corporation,” “we,” “our,” “the company” and “us” refer to Clearwater Paper Corporation and its subsidiaries.
On March 6, 2013, we announced the planned permanent closure of our Thomaston, Georgia converting and distribution
facility. The shutdown occurred gradually as converting lines were relocated and installed at our other facilities, with
all operations at Thomaston having ceased as of the end of 2013. We incurred $7.2 million of costs associated with
the closure, of which $1.3 million was incurred in 2014 and $5.9 million was incurred in 2013.
On February 17, 2014, we announced the permanent and immediate closure of our Long Island, New York, tissue
converting and distribution facility. We have incurred $21.3 million of costs associated with the closure, of which $2.5
million was incurred in 2015 primarily related to a facility lease that expires in 2017.
On December 30, 2014, we sold our specialty business and mills to a private buyer for $108 million in cash, net of
sale related expenses and adjustments. The specialty business and mills' production consisted predominantly of
machine-glazed tissue and also included parent rolls and other specialty tissue products such as absorbent materials
and dark-hued napkins. The sale included five of our former subsidiaries with facilities located at East Hartford,
Connecticut; Menominee, Michigan; Gouverneur, New York; St. Catharines, Ontario; and Wiggins, Mississippi.
These consolidated financial statements include the financial condition and results of operations of Clearwater Paper
Corporation and its wholly-owned subsidiaries. All intercompany transactions and balances between operations within
the company have been eliminated.
NOTE 2 Summary of Significant Accounting Policies
SIGNIFICANT ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S., which
we refer to in this report as GAAP, requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of net sales and expenses during the reporting period. Significant areas requiring the use
of estimates and measurement of uncertainty include determination of valuation for deferred tax assets, uncertain
income tax positions, assessment of impairment of long-lived assets and goodwill, assessment of environmental
matters, allocation of purchase price and fair value estimates for business combinations, equity-based compensation
and pension and postretirement obligation assumptions. Actual results could differ from those estimates and
assumptions.
SHORT-TERM INVESTMENTS AND RESTRICTED CASH
Our short-term investments are invested primarily in demand deposits, which have very short maturity periods, and
therefore earn an interest rate commensurate with low-risk instruments. We do not attempt to hedge our exposure to
interest rate risk for our short-term investments. Our restricted cash in which the underlying instrument has a term of
greater than twelve months from the balance sheet date is classified as non-current and is included in “Other assets,
net” on our Consolidated Balance Sheet. As of December 31, 2015, we had $2.3 million of restricted cash classified
as current on our Consolidated Balance Sheet. As of December 31, 2014, we had $1.5 million of restricted cash
classified as current and $2.3 million of restricted cash classified as non-current on our Consolidated Balance Sheet.
45
TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable are stated at the amount we expect to collect. Trade accounts receivable do not bear
interest. The allowance for doubtful accounts is our best estimate of the losses we expect will result from the inability
of our customers to make required payments. We generally determine the allowance based on a combination of actual
historical write-off experience and an analysis of specific customer accounts. As of both December 31, 2015 and 2014,
we had allowances for doubtful accounts of $1.4 million. Bad debt expense, net, charged to selling, general and
administrative expenses during 2015, 2014 and 2013 was $0.2 million, $0.1 million and $1.5 million, respectively. All
other activity impacting the allowance for doubtful accounts was immaterial for all periods.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, including assets acquired under capital lease obligations and any
interest costs capitalized, less accumulated depreciation. Depreciation of buildings, equipment and other depreciable
assets is determined using the straight-line method. Estimated useful lives generally range from 10 to 40 years for
land improvements; 10 to 40 years for buildings and improvements; 5 to 25 years for machinery and equipment; and
2 to 15 years for office and other equipment. Assets we acquire through business combinations have estimated lives
that are typically shorter than the assets we construct or buy new.
We review the carrying value of our property, plant and equipment for impairment when events or changes in
circumstances indicate that the carrying amount of those assets may not be recoverable. An impairment of property,
plant and equipment exists when the carrying value is not considered to be recoverable through future undiscounted
cash flows from operations and the carrying value of the assets exceeds the estimated fair value. During the first
quarter of 2014, we permanently closed our Consumer Products segment's Long Island converting and distribution
facility, the Long Island Closure. As a result of this closure, we impaired certain plant and equipment. In addition, as
a result of the December 30, 2014, sale of our specialty business and mills, the Specialty Business Sale, certain
property, plant and equipment associated with the divested mills were written off and included in our loss on divested
assets. See Note 4, "Asset Divestiture" and Note 6, "Property, Plant and Equipment" for further discussion.
INTANGIBLE ASSETS
We use estimates in determining and assigning the fair value of the useful lives of intangible assets, the amount and
timing of related future cash flows and fair values of the related operations. Our intangible assets have definite lives
and are amortized over their estimated useful lives. We assess our intangible assets for impairment annually and when
events or changes in circumstances indicate that the carrying amount may not be recoverable.
We recorded intangible assets as a result of our acquisition of Cellu Tissue Holdings, Inc., or Cellu Tissue, on December
27, 2010. We also recorded intangible assets as a result of our December 2012 acquisition of a wood chipping facility.
As a result of the Long Island Closure, we impaired certain intangible assets. In addition, during the fourth quarter of
2014 we determined that a customer relationship intangible asset related to our Pulp and Paperboard segment's wood
chipping facility was fully impaired. Finally, as a result of the Specialty Business Sale, certain intangible assets
associated with the divested mills were written off and included in our loss on divested assets. See Note 4, "Asset
Divestiture" and Note 7, "Goodwill and Intangible Assets" for further discussion.
GOODWILL
Goodwill from an acquisition represents the excess of the cost of a business acquired over the net of the amounts
assigned to assets acquired, including identifiable intangible assets and liabilities assumed. We use estimates in
determining and assigning the fair value of goodwill, including the amount and timing of related future cash flows and
fair values of the related operations. Goodwill is not amortized but is tested for impairment annually as of November 1,
as well as any time when events suggest impairment may have occurred. In the event the carrying value of the reporting
unit in which our goodwill is assigned exceeds the estimated fair value of that reporting unit, an impairment loss would
be recognized to the extent the carrying amount of the reporting unit exceeds its implied fair value.
We recorded $229.5 million of goodwill in connection with our acquisition of Cellu Tissue in December 2010. All of the
recorded goodwill was assigned to our Consumer Products segment and reporting unit. As a result of the Specialty
Business Sale, a portion of goodwill was allocated to the divested mills and included in our loss on divested assets,
see Note 4, "Asset Divestiture" and Note 7, "Goodwill and Intangible Assets" for further discussion. As of December 31,
2015 and 2014, we had $209.1 million of goodwill included on our Consolidated Balance Sheet.
46
PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS
The determination of pension plan expense and the requirements for funding our pension plans are based on a number
of actuarial assumptions. Three critical assumptions are the discount rate applied to pension plan obligations, the rate
of return on plan assets and mortality rates. For other postretirement employee benefit, or OPEB, plans, which provide
certain health care and life insurance benefits to qualified retired employees, critical assumptions in determining OPEB
expense are the discount rate applied to benefit obligations, the assumed health care cost trend rates used in the
calculation of benefit obligations and mortality rates. We also participate in multiemployer defined benefit pension
plans. We make contributions to these multiemployer plans, as well as make contributions to a trust fund established
to provide retiree medical benefits for a portion of these employees.
The discount rate used in the determination of pension benefit obligations and pension expense is determined based
on a review of long-term high-grade bonds and management's expectations. To determine the expected long-term
rate of return on pension assets, we employ a process that analyzes historical long-term returns for various investment
categories, as measured by appropriate indices. These indices are weighted based upon the extent to which plan
assets are invested in the particular categories in arriving at our determination of a composite expected return.
An increase in the discount rate or the rate of expected return on plan assets, all other assumptions remaining the
same, would decrease pension plan expense, and conversely, a decrease in either of these measures would increase
plan expense. The actual rates of return on plan assets may vary significantly from the assumptions used because of
unanticipated changes in financial markets.
The estimated net loss and prior service cost (credit) for the defined benefit pension and OPEB plans is amortized
from accumulated other comprehensive loss into net periodic cost (benefit) in accordance with current accounting
guidance.
Periodic pension and OPEB expenses are included in “Cost of sales” and “Selling, general and administrative expenses”
in the Consolidated Statements of Operations. The expense is allocated to all business segments. In accordance with
current accounting guidance governing defined benefit pension and other postretirement plans, at December 31, 2015
and 2014, long-term assets are recorded for overfunded single-employer plans and liabilities are recorded for
underfunded single-employer plans. The funded status of a benefit plan is measured as the difference between plan
assets at fair value and the projected benefit obligation. For underfunded single-employer plans, the estimated liability
to be payable in the next twelve months is recorded as a current liability, with the remaining portion recorded as a long-
term liability.
INCOME TAXES
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the consolidated financial statement carrying
amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The determination of our provision for income taxes requires significant judgment, the use of estimates, and the
interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts
of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax
positions are recorded in our consolidated financial statements only after determining a more-likely-than-not probability
that the uncertain tax positions will withstand challenge, if any, from tax authorities. When facts and circumstances
change, we reassess these probabilities and record any changes in the consolidated financial statements as
appropriate.
REVENUE RECOGNITION
We recognize net sales when there is persuasive evidence of a sales agreement, the price to the customer is fixed
and determinable, collection is reasonably assured, and title and the risk of loss passes to the customer. Shipping
terms generally indicate when title and the risk of loss have passed. Revenue is recognized at shipment for sales when
shipping terms are free on board, or FOB, shipping point. For sales where shipping terms are FOB destination, revenue
is recognized when the goods are received by the customer. Revenue from both domestic and foreign sales of our
products can involve shipping terms of either FOB shipping point or FOB destination or other shipping terms, depending
upon the sales agreement with the customer.
We had one customer in the Consumer Products segment, the Kroger Company, that accounted for approximately
$215 million, or 12.3%, of our total company net sales in 2015 and approximately $204 million, or 10.8%, of our total
47
company net sales in 2013. In 2014, we did not have any single customer that accounted for 10% or more of our total
net sales.
We provide for trade promotions, customer cash discounts, customer returns and other deductions as reductions to
net sales in the same period as the related revenues are recognized. Provisions for these items are determined based
on historical experience or specific customer arrangements.
Revenue is recognized net of any sales taxes collected. Sales taxes, when collected, are recorded as a current liability
and remitted to the appropriate governmental entities.
ENVIRONMENTAL
As part of our corporate policy, we have an ongoing process to monitor, report on and comply with environmental
requirements. Based on this ongoing process, accruals for environmental liabilities that are not within the scope of
specific authoritative guidance related to accounting for asset retirement obligations or conditional asset retirement
obligations are established in accordance with guidance related to accounting for contingencies. We estimate our
environmental liabilities based on various assumptions and judgments, the specific nature of which varies in light of
the particular facts and circumstances surrounding each environmental liability. These estimates typically reflect
assumptions and judgments as to the probable nature, magnitude and timing of required investigation, remediation
and monitoring activities and the probable cost of these activities. Currently, we are not aware of any material
environmental liabilities and have accrued only for specific costs related to environmental matters that we have
determined are probable and for which an amount can be reasonably estimated. Fees for professional services
associated with environmental and legal issues are expensed as incurred.
STOCKHOLDERS’ EQUITY
On December 15, 2015, we announced that our Board of Directors had approved a new stock repurchase program
authorizing the repurchase of up to $100 million of our common stock. The repurchase program authorizes purchases
of our common stock from time to time through open market purchases, negotiated transactions or other means,
including accelerated stock repurchases and 10b5-1 trading plans in accordance with applicable securities laws and
other restrictions. We have no obligation to repurchase stock under this program and may suspend or terminate the
program at any time.
On December 15, 2014, we announced that our Board of Directors had approved a stock repurchase program
authorizing the repurchase of up to $100 million of our common stock. We completed this program during the fourth
quarter of 2015. In total, we repurchased 1,881,921 shares of our outstanding common stock at an average price of
$53.13 per share under this program.
On February 5, 2014, we announced that our Board of Directors had approved a stock repurchase program authorizing
the repurchase of up to $100 million of our common stock. We completed this program during the third quarter of 2014.
In total, we repurchased 1,574,748 shares of our outstanding common stock at an average price of $63.50 per share
under this program.
On January 17, 2013, we announced that our Board of Directors had approved a stock repurchase program authorizing
the repurchase of up to $100 million of our common stock, which was completed in 2013. Under this program, we
repurchased 1,039,513 shares of our outstanding common stock under an accelerated stock buyback agreement with
a major financial institution at an average price of $48.10 per share. We also made repurchases of 1,030,657 shares
of our outstanding common stock on the open market at a total cost of $50 million, representing an average price of
$48.51 per share, under this program.
DERIVATIVES
We had no activity during the years ended December 31, 2015, 2014 and 2013 that required hedge or derivative
accounting treatment. However, to partially mitigate our exposure to market risk for changes in utility commodity pricing,
we use firm price contracts to supply a portion of the natural gas requirements for our manufacturing facilities. As of
December 31, 2015, these contracts covered approximately 44% of the expected average monthly requirements for
2016, including approximately 59% of the expected average monthly requirements for the first quarter. For the years
ended December 31, 2015, 2014 and 2013, approximately 57%, 58% and 16%, respectively, of our natural gas volumes
were supplied through firm price contracts. These contracts qualify for treatment as “normal purchases or normal sales”
under authoritative guidance and thus require no mark-to-market adjustment.
48
NOTE 3 Recently Adopted and Prospective Accounting Standards
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The core principle of the new
standard is for companies to recognize revenue in a manner that depicts the transfer of goods or services to customers
in amounts that reflect the consideration, or payment, to which the company expects to be entitled in exchange for
those goods or services. The standard will also result in enhanced disclosures about revenue, provide guidance for
transactions that were not previously addressed comprehensively, such as service revenue and contract modifications,
and clarify guidance for multiple-element arrangements. This standard was originally issued as effective for fiscal years
and interim periods within those years beginning after December 15, 2016, with early adoption prohibited. However,
in July 2015, the FASB approved deferring the effective date by one year to December 15, 2017 for annual reporting
periods beginning after that date. In its approval, the FASB also permitted the early adoption of the standard, but not
before the original effective date of fiscal years beginning after December 15, 2016. The standard may be applied
under either a retrospective or cumulative effect adoption method. We plan on adopting the standard under the deferred
effective date and are still evaluating the impact this guidance will have on our consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. This standard
amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from
the carrying amount of the related debt liability instead of a deferred asset. In August 2015, the FASB issued ASU
2015-15, Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarified that debt issuance costs
related to line-of-credit arrangements can be presented in the balance sheet as an asset and amortized over the term
of the line-of-credit arrangement. These standards are effective for annual reporting periods beginning after December
15, 2015, with early adoption permitted. We adopted these standards retrospectively at December 31, 2015. As a
result, debt issuance costs totaling $6.8 million at December 31, 2014 have been reclassified from "Other current
assets" and "Other assets, net" to "Long-term debt" on our Consolidated Balance Sheet.
In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset
Value per Share (or Its Equivalent), in which investments measured at fair value using the net asset value per share
method (or its equivalent) as a practical expedient are not required to be categorized in the fair value hierarchy and
are separately presented to permit reconciliation of total pension plan assets. See Note 13, "Savings, Pension and
Other Postretirement Employee Benefit Plans." Certain prior year amounts were reclassified to conform to our current
year presentation. This guidance did not affect our consolidated financial statements.
In July 2015, the FASB, issued ASU, 2015-11, Simplifying the Measurement of Inventory. This standard is part of the
FASB’s simplification initiative and applies to entities that measure inventory using a method other than last-in, first-
out (LIFO) or a retail inventory method (e.g., first-in, first-out (FIFO) or average cost). Under this ASU, entities that
utilize FIFO and average cost must switch from the lower of cost or market to the lower of cost and net realizable value.
This ASU requires prospective adoption for inventory measurements for fiscal years beginning after December 15,
2016, and interim periods within those years for public business entities. Early adoption is permitted. We do not expect
the adoption of this guidance to have a material effect on our consolidated financial statements.
In November 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU,
2015-17, Balance sheet Classification of Deferred Taxes, which simplifies the presentation of deferred tax assets and
liabilities by jurisdiction, along with any related valuation allowance. The new guidance requires companies to classify
all deferred tax assets and liabilities as non-current on the balance sheet and is effective for fiscal years, and interim
periods within those years, beginning after December 15, 2016. Companies may early adopt the new standard at the
beginning of an interim or annual period, either prospectively or retrospectively. We adopted this guidance prospectively
at December 31, 2015. Our December 31, 2014 Consolidated Balance Sheet was not adjusted as a result of this
guidance.
We reviewed all other new accounting pronouncements issued in the period and concluded that they are not applicable
to our business.
49
NOTE 4 Asset Divestiture
Specialty Business and Mills Divestiture
On December 30, 2014, we sold our specialty business and mills, which includes our former Menominee, Michigan;
St. Catharines, Ontario; East Hartford, Connecticut; Gouverneur, New York; and Wiggins, Mississippi manufacturing,
converting and distribution sites from our Consumer Products reporting segment for net proceeds of approximately
$108 million. We assessed the sale of our specialty business and mills under the relevant authoritative accounting
guidance related to discontinued operations reporting and concluded that this divestiture of assets did not qualify for
discontinued operations reporting as the divestiture did not constitute a disposal of a component of our Consumer
Products reporting segment. Furthermore, we concluded during our assessment that the sale of our specialty business
and mills did not represent either a strategic shift in the Consumer Products segment, nor did it represent a major
impact on our operations and financial results. Rather, consistent with our long-term corporate strategy, the sale of
the specialty business and mills was intended to sharpen our Consumer Products segment's focus on its core retail
businesses by investing net proceeds from the sale into capital projects within our Consumer Products segment.
In total, $40.2 million was recorded as "Loss on divested assets" and included as a component of operating income
within our Consolidated Statement of Operations, as well as a component of our Consumer Products segment's
operating income as disclosed in Note 18, “Segment Information.” Among other charges, the loss on divested assets
included a $20.4 million write-off of goodwill, which was originally recorded in connection with the Cellu Tissue acquisition
and was allocated to the sale of the specialty business and mills. Consistent with authoritative guidance, the goodwill
was allocated to our divested assets by estimating the fair value of the specialty business compared to the estimated
fair value of the Consumer Products reporting unit, which was then used to estimate the percentage of goodwill to
allocate to the sale of this business. In addition, "Loss on divested assets" within our Consolidated Statement of
Operations included a $4.9 million intangible asset write-off related to certain identifiable customer relationship and
trade name and trademark intangibles associated with the divested mills. Both the goodwill and intangible asset charges
are discussed further in Note 7, “Goodwill and Intangible Assets."
In total, $105.7 million of assets were sold, consisting primarily of $86.7 million of property, plant and equipment and
$18.0 million of inventory. As part of the sales transaction, we also agreed to certain brokerage and service arrangements
totaling approximately $6.0 million to be recognized over a five-year period. Furthermore, as a result of this sale we
recorded restricted cash balances totaling $3.8 million on our December 31, 2014 Consolidated Balance Sheet, which
included contingencies related to certain indemnity and working capital guarantees. During the second quarter of 2015,
the working capital escrow account established in connection with the sale of the specialty business and mills was
settled, resulting in the release of $1.5 million from the restricted cash escrow account and the recognition of a
corresponding gain recorded in "Gain (loss) on divested assets" within our Consolidated Statement of Operations.
NOTE 5 Inventories
(In thousands)
Pulp, paperboard and tissue products
Materials and supplies
Logs, pulpwood, chips and sawdust
December 31,
2015
156,055 $
$
80,020
19,498
$
255,573 $
December 31,
2014
188,760
74,916
22,950
286,626
At December 31, 2015, our inventories are stated at the lower of market or current average cost using the average
cost method.
50
NOTE 6 Property, Plant and Equipment
(In thousands)
Machinery and equipment
Buildings and improvements
Land improvements
Office and other equipment
Land
Construction in progress
Less accumulated depreciation and amortization
December 31,
2015
December 31,
2014
320,808
46,843
34,903
7,266
88,964
$ 1,879,890 $ 1,830,245
311,468
46,652
21,832
7,221
43,668
$ 2,378,674 $ 2,261,086
(1,450,099)
810,987
866,538 $
(1,512,136)
$
The December 31, 2015 and 2014 buildings and improvements and machinery and equipment combined balances
include $24.4 million and $24.6 million, respectively, associated with capital leases.
Depreciation expense, including amounts associated with capital leases, totaled $79.8 million, $83.6 million and $83.3
million in 2015, 2014 and 2013, respectively. For 2015, we capitalized $0.4 million of interest expense associated with
the construction of a continuous pulp digester project at our Lewiston, Idaho pulp and paperboard mill. We did not
capitalize any interest during 2014 and 2013.
Consistent with authoritative guidance, we assess the carrying amount of long-lived assets with definite lives that are
held-for-use and evaluate them for recoverability whenever events or changes in circumstances indicate that we may
be unable to recover the carrying amount of the assets. As a result of the Long Island Closure, we considered an
outside third party's appraisal in assessing the recoverability of the facility's long-lived plant and equipment based on
available market data for comparable assets sold through private party transactions. Based on this assessment, we
determined the carrying amounts of certain long-lived plant and equipment related to the Long Island facility exceeded
their fair value. As a result, we recorded $3.8 million of non-cash impairment charges to our accompanying Consolidated
Statement of Operations in the year ended December 31, 2014. In addition, on December 30, 2014 we completed the
sale of our specialty business and mills, which included $86.7 million of net property, plant and equipment. This event
did not impact the recoverability of our remaining long-lived assets. For additional discussion regarding the sale of our
specialty business and mills, see Note 4, "Asset Divestiture." There were no other such events or changes in
circumstances that impacted our remaining long-lived assets.
NOTE 7 Goodwill and Intangible Assets
The carrying amount of goodwill is reviewed at least annually for impairment as of November 1. The first step of the
goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying
amount, including goodwill. If the carrying amount of a reporting unit is greater than zero and its estimated fair value
exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. For the purpose of goodwill
impairment testing, we identify two reporting units, Consumer Products and Pulp and Paperboard, the same as our two
reportable operating segments (see Note 18, "Segment Information"). All of the recorded goodwill is assigned to our
Consumer Products reporting unit.
As of November 1, 2015 and 2014, we performed calculations of both a discounted cash flow and market-based valuation
model for our Consumer Products reporting unit. The assumptions used in these models allowed us to evaluate the
estimated fair value of our reporting unit. The determination of these assumptions required significant estimates on our
part. Due to the inherent uncertainty involved in making such estimates, actual results could differ from those assumptions.
However, we evaluated the merits of each significant assumption, both individually and in the aggregate, used to determine
the estimated fair value of our reporting unit for reasonableness. Upon completion of this exercise, we concluded that the
estimated fair value of the Consumer Products reporting unit exceeded its carrying amount. We determined that no further
testing was necessary and did not record any impairment loss on our goodwill for the years ended December 31, 2015
and 2014.
51
On December 30, 2014, we sold our Consumer Products reporting unit's specialty business and mills. We considered
the sale to be highly probable during our 2014 annual goodwill review and as such included its impact in estimating
the fair value of the Consumer Products reporting unit, concluding that this event did not require additional impairment
testing. However, consistent with authoritative guidance we allocated a portion of our goodwill to the specialty business
and mills sold. As a result, we recorded a $20.4 million write-off of goodwill, which was originally recorded in connection
with the Cellu Tissue acquisition and was allocated to the sale of the specialty mills business. In addition, certain of
our customer relationships and trade name and trademarks intangible assets were associated with our divested
specialty business and mills, and as a result we recorded a $4.9 million write-off of these assets. These charges are
included in "Gain (loss) on divested assets" within our accompanying Consolidated Statement of Operations. For
additional discussion regarding the sale of our specialty business and mills, see Note 4, "Asset Divestiture."
Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair
values of the intangible assets were determined by using the income approach, discounting projected future cash flows
based on management’s expectations of the current and future operating environment. The rates used to discount projected
future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums
including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their
useful lives, which have historically ranged from 5 to 10 years. Authoritative guidance requires that the carrying amount
of a long-lived asset with a definite life that is held-for-use be evaluated for recoverability whenever events or changes
in circumstances indicate that the entity may be unable to recover the asset’s carrying amount.
As a result of the Long Island Closure, we performed an assessment of the recoverability of our intangible assets
associated with this facility. It was determined that the carrying amounts of certain trade names and trademarks related
to the Long Island facility were exceeding their fair value. As a result, we recorded a $1.3 million non-cash impairment
charge in our accompanying Consolidated Statement of Operations. Fully amortized non-compete agreements related
to the Long Island facility were also disposed of during the facility closure.
During the fourth quarter of 2014, we evaluated the recoverability of our remaining intangible assets under the income
approach and noted that a customer relationship intangible asset relating to our Pulp and Paperboard segment's wood
chipping facility was fully impaired. As a result, we recorded an additional non-cash impairment charge of $3.1 million
in our accompanying Consolidated Statement of Operations.
There were no other such events or changes in circumstances that required us to assess whether our definite-lived
intangible assets were impaired for the years ended December 31, 2015 and 2014. We do not have any indefinite-lived
intangible assets recorded from acquisitions.
Intangible assets at the balance sheet dates are comprised of the following:
(Dollars in thousands, lives in years)
Customer relationships
Trade names and trademarks
Non-compete agreements
Total intangible assets
(Dollars in thousands, lives in years)
Customer relationships
Trade names and trademarks
Non-compete agreements
Total intangible assets
December 31, 2015
Useful
Life
Historical
Cost
Accumulated
Amortization
Net
Balance
9.0
$
41,001
$
(22,778) $
10.0
5.0
3,286
574
(1,643)
(450)
$
44,861
$
(24,871) $
18,223
1,643
124
19,990
December 31, 2014
Useful
Life
Historical
Cost
Accumulated
Amortization
Net
Balance
9.0
$
41,001
$
(18,223) $
10.0
5.0
3,286
1,189
(1,314)
(983)
$
45,476
$
(20,520) $
22,778
1,972
206
24,956
52
As of December 31, 2015, estimated future amortization expense related to intangible assets is as follows (in thousands):
Years ending December 31,
2016
2017
2018
2019
2020
Total
NOTE 8 Income Taxes
$
Amount
4,946
4,946
4,884
4,884
330
$
19,990
Earnings (loss) before income taxes is comprised of the following amounts in each tax jurisdiction:
2015
2014
2013
$
$
92,488 $
—
92,488 $
16,253 $
(12)
16,241 $
38,900
(666)
38,234
2015
2014
2013
$
15,579 $
4,855
(10)
20,424
13,006
3,075
—
16,081
36,505 $
2,355 $
1,872
516
4,743
11,432
2,381
—
13,813
18,556 $
(75,119)
506
263
(74,350)
10,177
(4,423)
(125)
5,629
(68,721)
(In thousands)
United States
Canada
Earnings before income taxes
The income tax provision (benefit) is comprised of the following:
(In thousands)
Current
Federal
State
Foreign
Deferred
Federal
State
Foreign
Income tax provision (benefit)
$
53
The income tax provision or benefit differs from the amount computed by applying the statutory federal income tax
rate of 35.0% to earnings before income taxes due to the following:
(In thousands)
Computed expected tax provision
State and local taxes, net of federal income tax impact
Adjustment for state deferred tax rate
State investment tax credits
Federal credits and net operating losses
Federal manufacturing deduction
Uncertain tax positions
Loss on divested assets
State attribute true up
New York state attribute true up
Change in valuation allowances
U.S. tax provision on foreign operations
Other, net
Income tax provision (benefit)
Effective tax rate
2015
2014
2013
$
32,371
$
4,175
104
1,146
4,010
(1,873)
(1,020)
—
1,167
—
(3,986)
—
411
5,685
1,543
1,546
(1,039)
(485)
(674)
355
10,554
(2,874)
1,654
2,346
—
(55)
$
13,381
1,279
(762)
(2,263)
(10,234)
—
(69,144)
—
—
—
(1,334)
67
289
$
36,505
$
18,556
$ (68,721)
39.5%
114.3%
(179.7)%
During 2015, the valuation allowance for deferred tax assets decreased by $4.0 million. During 2014, the valuation
allowance for deferred tax assets increased by $2.4 million. Our provision for income taxes for 2014 was unfavorably
impacted primarily by a non-recurring tax provision of 65.0% related to losses on divested assets recorded in our
Consolidated Statement of Operations that did not have a corresponding tax benefit. Additionally, the rate was
unfavorably impacted by changes in valuation allowances of 14.4%. In 2013, our provision for income taxes was
favorably impacted primarily by non-recurring tax benefits of 180.9% related to the release of an uncertain tax position
and 32.7% related to federal credits and net operating losses.
During the year ended December 31, 2014, we recorded discrete expense for a reduction in our blended state tax rate
as well as adjustments to New York state specific deferred items. These changes were due to amendments we made
to our New York state return filings as a result of changes in New York state tax laws. In reviewing the changes in the
tax laws, we identified that, in prior years, we had not applied the proper apportionment factor when certain New York
state net operating loss carryforwards were generated, which resulted in a $2.9 million overstatement. We corrected
this in the second quarter of 2014 by including the overstatement as a discrete item within state rate adjustments due
to immateriality.
54
The tax effects of significant temporary differences creating deferred tax assets and liabilities at December 31 were:
(In thousands)
Deferred tax assets:
Employee benefits
Postretirement employee benefits
Incentive compensation
Inventories
Pensions
Federal and state credit carryforwards
Net operating losses
Other
Total deferred tax assets
Valuation allowance
Deferred tax assets, net of valuation allowance
Deferred tax liabilities:
Plant and equipment
Intangible assets
Total deferred tax liabilities
Net deferred tax liabilities
Net deferred tax assets (liabilities) consist of:
(In thousands)
Current deferred tax assets
Current deferred tax liabilities
Net current deferred tax assets
Non-current deferred tax assets2
Non-current deferred tax liabilities
Net non-current deferred tax liabilities
Net deferred tax liabilities
2015
2014
$
8,611 $
28,125
8,334
7,557
10,460
16,154
1,578
6,220
8,270
40,940
9,354
6,716
7,238
23,759
3,192
9,384
$
$
$
87,039 $
108,853
(11,983)
(15,969)
75,056 $
92,884
(186,203) $
(178,531)
(4,656)
(190,859)
$
(115,803) $
(4,227)
(182,758)
(89,874)
2015 1
2014
$
— $
21,760
—
—
2,315
(118,118)
(115,803)
—
21,760
71,124
(182,758)
(111,634)
$
(115,803) $
(89,874)
1 We adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Adoption of this ASU resulted in a reclassification of our net
current deferred tax asset to the net non-current deferred tax assets and liabilities. No prior periods were retrospectively adjusted.
2
Included in "Other assets, net" on our accompanying December 31, 2015 Consolidated Balance Sheet.
We have tax benefits relating to equity-based compensation that are being utilized to reduce our U.S. taxable income.
Our Consolidated Balance Sheets reflect net operating losses and tax credit carryforwards excluding amounts resulting
from equity-based compensation. We have made an accounting policy election to follow the “with-and-without” or
“incremental” method for ordering tax benefits derived from employee equity-based compensation awards. Excess
tax benefits from equity based compensation awards that are determined to reduce U.S. taxable income following this
method are recognized when realized as increases to additional paid-in capital as a component of stockholders' equity.
As of December 31, 2015, we had no excess tax benefits that were not recognized on our Consolidated Balance Sheet
as we recorded a $2.8 million increase to additional paid-in capital relating to the cash tax benefit of prior year items.
During the year ended December 31, 2015, we recognized a $1.4 million increase to additional paid-in capital from
excess tax benefits relating to the payout of performance shares. Additionally, we had a tax effected $2.7 million
reduction to additional paid-in capital relating to performance shares that will not be paid or issued because the requisite
market condition performance measure was not met.
We have net attributes associated with state jurisdictions totaling $5.7 million which expire between 2016 and 2033.
55
The following presents a roll forward of our unrecognized tax benefits and associated interest and penalties, $1.7
million of which is included in "Accrued taxes" in our December 31, 2015 Consolidated Balance Sheet. The remaining
$2.7 million consists of unrecorded receivables and certain tax attributes that are uncertain.
Gross
Unrecognized
Tax Benefits,
Excluding
Interest and
Penalties
Interest
and
Penalties
$
$
2,132 $
(157)
431
2,406 $
2,479
226
Total Gross
Unrecognized
Tax Benefits
2,658
(458)
496
2,696
526 $
(301)
65
290 $
45
—
2,524
226
(998)
4,448
(In thousands)
Balance at January 1, 2014
Decrease in prior year tax positions
Increase in current year tax positions
Balance at December 31, 2014
Increase in prior year tax positions
Increase in current year tax positions
Reductions as a result of a lapse of the applicable statute of
limitations
Balance at December 31, 2015
(884)
(114)
$
4,227 $
221 $
Unrecognized tax benefits net of related deferred tax assets at December 31, 2015, if recognized, would favorably
impact our effective tax rate by decreasing our tax provision by $4.4 million. For each of the years ended December
31, 2014 and 2013, if recognized, the balance of unrecognized tax benefits would favorably impact our effective tax
rate by $2.7 million. We reflect accrued interest related to tax obligations, as well as penalties, in our provision for
income taxes. For the years ended December 31, 2015, 2014, and 2013 we accrued interest of less than $0.1 million,
$0.1 million and $2.0 million and no penalties, respectively, in our income tax provision.
The company has certain state benefits related to filing positions taken which have not been recognized on the balance
sheet. Although the uncertain tax position was not reflected in the balance sheet as a recorded liability, it is disclosed
in the tabular roll forward for unrecognized tax benefits.
We have operations in many states within the U.S. and are subject, at times, to tax audits in these jurisdictions. With
a few exceptions, we are no longer subject to U.S. federal, state and local, or foreign income tax examinations by tax
authorities for years prior to 2012. We expect that the outcome of any examination will not have a material effect on
our consolidated financial statements. Although the timing of resolution of audits is not certain, we evaluate all audit
issues in the aggregate, along with the expiration of applicable statutes of limitations, and estimate that it is reasonably
possible the total gross unrecognized tax benefits could decrease by approximately $0.3 million within the next 12
months.
NOTE 9 Accounts Payable and Accrued Liabilities
(In thousands)
Trade accounts payable
Accrued wages, salaries and employee benefits
Accrued interest
Accrued discounts and allowances
Accrued utilities
Accrued taxes other than income taxes payable
Other
December 31,
2015
December 31,
2014
$
128,045 $
122,856
43,997
11,981
8,954
7,536
5,112
14,743
$
220,368 $
41,880
12,173
10,026
6,959
5,622
16,310
215,826
56
NOTE 10 Debt
We adopted ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, and ASU 2015-15 Debt Issuance
Costs Associated with Line-of-Credit Arrangements, retrospectively at December 31, 2015. These standards require
the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related
debt liability instead of a deferred asset and are amortized to interest expense over the term of the debt; debt issuance
costs related to line-of-credit arrangements can be presented in the balance sheet as an asset and amortized over
the term of the line-of-credit arrangement. As such, our long-term debt balances are shown net of deferred issuance
costs of $6.0 million and $6.8 million, respectively on our December 31, 2015 and 2014 Consolidated Balance Sheets.
$300 MILLION SENIOR NOTES DUE 2025
On July 29, 2014 we issued $300 million aggregate principal amount of senior notes, which we refer to as the 2014
Notes. The 2014 Notes mature on February 1, 2025, have an interest rate of 5.375% and were issued at their face
value. The issuance of these notes generated net proceeds of approximately $298 million after deducting offering
expenses. We redeemed our entire $375 million aggregate principal amount of senior notes issued on October 22,
2010, which we refer to as the 2010 Notes, using the net proceeds from the 2014 Notes along with company funds
and a $37 million draw from our senior secured revolving credit facility during the third quarter of 2014.
The 2010 Notes had a maturity date of November 1, 2018, and an interest rate of 7.125%. On August 28, 2014, we
redeemed all of the 2010 Notes at a redemption price equal to 100% of the principal amount of $375 million and a
“make whole” premium of $17.6 million plus accrued and unpaid interest of $8.7 million, for an aggregate amount of
$401.3 million. The make whole premium and a portion of the unpaid interest, as well as a $4.6 million non-cash charge
relating to the unamortized deferred issuance costs associated with the 2010 Notes, were recorded as components
of "Debt retirement costs" and included in our Consolidated Statement of Operations.
The 2014 Notes are guaranteed by all of our direct and indirect domestic subsidiaries. The 2014 Notes will also be
guaranteed by each of our future direct and indirect domestic subsidiaries that do not constitute an immaterial subsidiary
under the indenture governing the 2014 Notes. The 2014 Notes are equal in right of payment with all other existing
and future unsecured senior indebtedness and are senior in right of payment to any future subordinated indebtedness.
The 2014 Notes are effectively subordinated to all of our existing and future secured indebtedness, including borrowings
under our secured revolving credit facility, which is secured by certain of our accounts receivable, inventory and cash.
The terms of the 2014 Notes limit our ability and the ability of any restricted subsidiaries to incur certain liens, engage
in sale and leaseback transactions and consolidate, merge with, or convey, transfer or lease substantially all of our or
their assets to another person.
We may, on any one or more occasions, redeem all or a part of the 2014 Notes, upon not less than 30 days nor more
than 60 days' notice, at a redemption price equal to 100% of the principal amount of the 2014 Notes redeemed, plus
the applicable premium as of, and accrued and unpaid interest, if any, to the date of redemption. Unless we default in
the payment of the redemption price, interest will cease to accrue on the 2014 Notes or portions thereof called for
redemption on the applicable redemption date. In addition, we may be required to make an offer to purchase the 2014
Notes upon the sale of certain assets and upon a change of control.
$275 MILLION SENIOR NOTES DUE 2023
In June 2009, we issued senior unsecured notes, which we refer to as the 2009 Notes, in the aggregate principal
amount of $150 million. The 2009 Notes were due on June 15, 2016 and had an interest rate of 10.625%. The 2009
Notes were issued at a price equal to 98.792% of their face value.
We had the option to redeem all or a portion of the 2009 Notes at any time prior to June 15, 2013 at a redemption
price equal to 100% of the principal amount thereof plus a “make whole” premium and accrued and unpaid interest.
On February 22, 2013, we exercised our option to redeem all of the 2009 Notes at a redemption price equal to
approximately $166 million, which consisted of 100% of the principal amount, plus a $12.6 million “make whole”
premium and accrued and unpaid interest of approximately $3.0 million. The make whole premium and a portion of
the unpaid interest, as well as an unamortized discount and deferred issuance costs associated with the 2009 Notes,
were recorded as components of "Debt retirement costs" totaling $17.1 million in the first quarter of 2013, as included
in the accompanying Consolidated Statement of Operations. Proceeds to fund the redemption of the 2009 Notes were
made available through the sale of $275 million aggregate principal amount of senior notes on January 23, 2013, which
we refer to as the 2013 Notes. The 2013 Notes mature on February 1, 2023, have an interest rate of 4.5% and were
issued at their face value. The issuance of these notes generated net proceeds of approximately $271 million after
deducting offering expenses.
57
The 2013 Notes are guaranteed by all of our direct and indirect domestic subsidiaries. The 2013 Notes will also be
guaranteed by each of our future direct and indirect domestic subsidiaries that we do not designate as an unrestricted
subsidiary under the indenture governing the 2013 Notes. The 2013 Notes are equal in right of payment with all other
existing and future unsecured senior indebtedness and are senior in right of payment to any future subordinated
indebtedness. The 2013 Notes are effectively subordinated to all of our existing and future secured indebtedness,
including borrowings under our secured revolving credit facility, which is secured by certain of our accounts receivable,
inventory and cash. The terms of the 2013 Notes limit our ability and the ability of any restricted subsidiaries to borrow
money; pay dividends; redeem or repurchase capital stock; make investments; sell assets; create restrictions on the
payment of dividends or other amounts to us from any restricted subsidiaries; enter into transactions with affiliates;
enter into sale and lease back transactions; create liens; and consolidate, merge or sell all or substantially all of our
assets.
At any time prior to February 1, 2018, we may on any one or more occasions redeem all or a part of the 2013 Notes,
upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount,
plus the applicable premium as of, and accrued and unpaid interest and special interest, if any, to the date of redemption.
In addition, we may be required to make an offer to purchase the 2013 Notes upon the sale of certain assets and upon
a change of control.
REVOLVING CREDIT FACILITY
On November 26, 2008, we entered into a $125 million senior secured revolving credit facility with certain financial
institutions. The amount available to us under the revolving credit facility is based on the lesser of 85% of our eligible
accounts receivable plus approximately 65% of our eligible inventory, or $125 million. The revolving credit facility has
been subsequently amended and expires on September 30, 2020.
As of December 31, 2015, there were no borrowings outstanding under the credit facility, but $6.1 million of the credit
facility was being used to support outstanding standby letters of credit. Loans under the credit facility bear interest (i)
for LIBOR loans, LIBOR plus between 1.25% and 1.75% and (ii) for base rate loans, a per annum rate equal to the
greater of the following rates plus between 0.25% and 0.75%: (a) a rate of interest announced by Bank of America
from time to time as its prime rate for such day; (b) the weighted average of interest rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal funds brokers for such day, plus 0.50%;
or (c) LIBOR for a 30-day interest period as determined on such day, plus 1.00%. The percentage margin on all loans
is based on our fixed charge coverage ratio for the most recent four quarters. As of December 31, 2015, we would
have been permitted to draw $118.9 million under the credit facility at LIBOR plus 1.25%, or base rate plus 0.25%.
A minimum fixed charge coverage ratio is the only financial covenant requirement under our credit facility and is
triggered when there are any commitments or obligations outstanding and availability falls below 12.5% or an event
of default exists, at which time the minimum fixed charge coverage ratio must be at least 1.0-to-1.0. As of December 31,
2015, the fixed charge coverage ratio for the most recent four quarters was 1.3-to-1.0.
Our obligations under the revolving credit facility are secured by certain of our accounts receivable, inventory and
cash. The terms of the credit facility contain various provisions that limit our discretion in the operations of our business
by restricting our ability to, among other things, pay dividends; redeem or repurchase capital stock; create, incur or
guarantee certain debt; incur liens on certain properties; make capital expenditures; enter into certain affiliate
transactions; enter into certain hedging arrangements; and consolidate with or merge with another entity. The revolving
credit facility contains usual and customary affirmative and negative covenants and usual and customary events of
default.
NOTE 11 Other Long-Term Obligations
(In thousands)
Long-term lease obligations, net of current portion
Deferred compensation
Deferred proceeds
Other
$
December 31,
2015
24,054 $
10,755
9,386
2,543
46,738 $
December 31,
2014
24,805
14,609
12,360
5,082
56,856
$
58
NOTE 12 Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss at the balance sheet dates is comprised of the following:
(In thousands)
Balance at December 31, 2013
Other comprehensive income before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Other comprehensive income (loss), net of tax2
Balance at December 31, 2014
Other comprehensive income before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Other comprehensive income, net of tax2
Balance at December 31, 2015
Foreign
Currency
Translation
Adjustments1
Pension and
Other Post
Retirement
Employee
Benefit Plan
Adjustments
Total
$
(874) $
(57,219) $
(58,093)
—
874
874
4,773
(18,417)
(13,644)
4,773
(17,543)
(12,770)
— $
(70,863) $
(70,863)
—
—
—
6,371
8,944
15,315
6,371
8,944
15,315
— $
(55,548) $
(55,548)
$
$
1
2
This balance consists of unrealized foreign currency translation adjustments related to the operations of our former Canadian subsidiary before
its functional currency was changed from Canadian dollars to U.S. dollars in 2012. As a result of the divestiture of our specialty business and
mills, this balance was written-off and included in our net loss on divested assets.
For the year ended December 31, 2015, net periodic costs associated with our pension and other postretirement employee benefit, or OPEB,
plans included in other comprehensive loss and reclassified from accumulated other comprehensive loss, or AOCL, included $14.8 million of
net gain on plan assets, $12.6 million of actuarial loss amortization and $2.1 million of prior service credit amortization, less total tax of $10.0
million. For the year ended December 31, 2014, net periodic costs associated with our pension and OPEB plans included in other comprehensive
income and reclassified from AOCL included $38.6 million of net loss on plan assets, $9.8 million of actuarial loss amortization, $8.4 million
of prior service credit arising during the period and $2.0 million of prior service credit amortization, less total tax of $8.8 million. These accumulated
other comprehensive loss components are included in the computation of net periodic pension and OPEB costs in Note 13, “Savings, Pension
and Other Postretirement Employee Benefit Plans.”
59
NOTE 13 Savings, Pension and Other Postretirement Employee Benefit Plans
Certain of our employees are eligible to participate in defined contribution savings and defined benefit postretirement
plans. These include 401(k) savings plans, defined benefit pension plans including company-sponsored and
multiemployer plans, and other postretirement employee benefit, or OPEB, plans, each of which is discussed below.
401(k) Savings Plans
Substantially all of our employees are eligible to participate in 401(k) savings plans, which include a company match
component. In 2015, 2014 and 2013, we made 401(k) contributions on behalf of employees of $16.9 million, $17.4
million and $16.8 million, respectively.
Company-Sponsored Defined Benefit Pension Plans
A majority of our salaried employees and a portion of our hourly employees are covered by company-sponsored
noncontributory defined benefit pension plans.
During the second quarter of 2013, we recorded a curtailment loss of $0.8 million in net periodic cost, and a
corresponding change in Other Comprehensive Income, net of tax, due to the freezing of pension benefits for certain
employees at our Lewiston, Idaho pulp and paperboard facility, effective June 30, 2013.
Company-Sponsored OPEB Plans
We also provide retiree health care and life insurance plans, which cover certain salaried and hourly employees.
Retiree health care benefits for Medicare eligible participants over the age of 65 are provided through Health
Reimbursement Accounts, or HRA's. Benefits for retirees under the age of 65 are provided under our company-
sponsored health care plans, which require retiree contributions and contain other cost-sharing features. The retiree
life insurance plans are primarily noncontributory.
Funded Status of Company-Sponsored Plans
As required by current standards governing the accounting for defined benefit pension and other postretirement benefit
plans, we recognized the funded status of our company-sponsored plans on our Consolidated Balance Sheets at
December 31, 2015 and 2014. The funded status is measured as the difference between plan assets at fair value (with
limited exceptions) and the benefit obligation. For a pension plan, the benefit obligation is the projected benefit obligation;
for any other postretirement employee benefit plan, such as a retiree health care plan, the benefit obligation is the
accumulated postretirement employee benefit obligation. We use a December 31 measurement date for our benefit
plans.
The changes in benefit obligation, plan assets and funded status for company-sponsored benefit plans as of
December 31 are as follows:
(In thousands)
Benefit obligation at beginning of year
Service cost
Interest cost
Plan changes
Actuarial (gains) losses
Medicare Part D subsidies received
Benefits paid
Benefit obligation at end of year
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contribution
Benefits paid
Fair value of plan assets at end of year
Funded status at end of year
Pension Benefit Plans
Other Postretirement
Employee Benefit Plans
2015
338,001 $
1,244
13,931
—
(15,295)
—
(19,437)
318,444
321,055
(11,120)
3,578
(19,437)
294,076
(24,368) $
2014
293,388 $
1,390
14,825
—
47,548
—
(19,150)
338,001
286,598
36,157
17,450
(19,150)
321,055
(16,946) $
2015
104,715 $
363
3,881
—
(30,701)
—
(6,586)
71,672
20
—
—
—
20
2014
107,327
454
4,565
(8,384)
7,039
123
(6,409)
104,715
20
—
—
—
20
(71,652) $ (104,695)
$
$
60
The December 31, 2015 pension funded status was affected by unfavorable asset returns, partially offset by an increase
in the discount rate. The December 31, 2015 OPEB benefit obligation was favorably impacted by changes in the
assumed health care cost trend rate, as well as an increase in the discount rate.The December 31, 2014 pension and
OPEB benefit obligations were unfavorably affected by lower discount rates and the adoption of new mortality tables.
Amounts recognized in the Consolidated Balance Sheets:
(In thousands)
Non-current assets
Current liabilities
Non-current liabilities
Net amount recognized
Pension Benefit Plans
Other Postretirement
Employee Benefit Plans
2015
2014
2015
2014
$
$
596 $
(414)
(24,550)
(24,368) $
4,738 $
(438)
(21,246)
(16,946) $
— $
—
(7,477)
(7,145)
(64,507)
(97,218)
(71,652) $ (104,695)
Pre-tax amounts recognized in Accumulated Other Comprehensive Loss as of December 31 consist of:
(In thousands)
Net loss (gain)
Prior service cost (credit)
Net amount recognized
Pension Benefit Plans
Other Postretirement
Employee Benefit Plans
2015
134,031 $
30
134,061 $
2014
130,708 $
103
130,811 $
2015
(29,290) $
(4,923)
(34,213) $
2014
1,410
(7,101)
(5,691)
$
$
Information as of December 31 for certain pension plans included above with accumulated benefit obligations in excess
of plan assets were as follows:
(In thousands)
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
2015
2014
$ 181,744 $ 192,989
192,989
171,305
181,744
156,780
Pre-tax components of net periodic cost and other amounts recognized in Other Comprehensive Income (Loss) for
the years ended December 31 were as follows:
Net Periodic Cost:
(In thousands)
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost (credit)
Pension Benefit Plans
Other Postretirement
Employee Benefit Plans
2015
1,244 $
$
13,931
(20,117)
73
2014
2013
2015
2014
2013
1,390 $
1,738 $
363 $
454 $
552
14,825
(20,196)
13,375
(18,352)
3,881
(1)
4,565
—
205
337
(2,178)
(2,179)
—
769
—
—
(286)
—
4,730
—
(502)
—
—
6,321 $ 12,707 $
2,065 $
2,554 $
4,780
Amortization of actuarial loss (gain)
12,619
10,097
14,840
Curtailments
Net periodic cost
—
7,750 $
$
61
Other amounts recognized in Other Comprehensive Income (Loss):
Pension Benefit Plans
Other Postretirement
Employee Benefit Plans
(In thousands)
2015
2014
2013
2015
2014
2013
Net loss (gain)
Curtailments
Prior service (credit) cost
Amortization of prior service (cost) credit
Amortization of actuarial (loss) gain
Total recognized in other comprehensive
loss (income)
Total recognized in net periodic cost and
other comprehensive loss (income)
$ 15,942 $ 31,587 $ (53,285) $ (30,700) $
—
—
(73)
(12,619)
—
—
(205)
(769)
—
(337)
(10,097)
(14,840)
—
—
2,178
—
7,039 $ (30,323)
—
5,106
502
—
(8,384)
2,179
286
—
$
3,250 $ 21,285 $ (69,231) $ (28,522) $
1,120 $ (24,715)
$ 11,000 $ 27,606 $ (56,524) $ (26,457) $
3,674 $ (19,935)
The estimated net loss and prior service cost for the defined benefit pension plans that will be amortized from
accumulated other comprehensive loss into net periodic cost (benefit) over the next fiscal year are $11.5 million and
less than $0.1 million, respectively. The estimated net gain and prior service credit for the OPEB plans that will be
amortized from accumulated other comprehensive loss into net periodic cost (benefit) over the next fiscal year are
$5.5 million and $1.7 million respectively.
During 2015, $6.8 million of net periodic pension and OPEB costs were charged to "Cost of sales," and $3.0 million
were charged to "Selling, general and administrative expenses" in the accompanying Consolidated Statements of
Operations, as compared to $6.6 million and $2.3 million, respectively, during 2014.
Weighted average assumptions used to determine the benefit obligation as of December 31 were:
Discount rate
Pension Benefit Plans
Other Postretirement
Employee Benefit Plans
2015
2014
2013
2015
2014
2013
4.70%
4.25%
5.20%
4.50%
4.15%
5.05%
Weighted average assumptions used to determine the net periodic cost for the years ended December 31 were:
Discount rate
Expected return on plan assets
Pension Benefit Plans
Other Postretirement
Employee Benefit Plans
2015
2014
2013
2015
2014
2013
4.25%
7.00
5.20%
7.50
4.15%
7.50
4.15%
—
5.05%
—
4.05%
—
The discount rate used in the determination of pension benefit obligations and pension expense was determined based
on a review of long-term high-grade bonds as well as management’s expectations. The discount rate used to calculate
OPEB obligations was determined using the same methodology we used for our pension plans.
The expected return on plan assets assumption is based upon an analysis of historical long-term returns for various
investment categories, as measured by appropriate indices. These indices are weighted based upon the extent to
which plan assets are invested in the particular categories in arriving at our determination of a composite expected
return.
62
The assumed health care cost trend rate used to calculate 2015 OPEB expense was 7.60% in 2015, grading to a
range of 4.30% to 4.50% over approximately 70 years. The health care cost trend rate used to calculate December
31, 2015 OPEB obligations was 7.00% in 2016, grading to 4.50% over approximately 70 years, for participants whose
benefits are not provided through HRAs, and 2.50% annually for participants whose benefits are provided through
HRAs. This assumption has a significant effect on the amounts reported. A one percentage point change in the health
care cost trend rates would have the following effects:
(In thousands)
Effect on total of service and interest cost components
Effect on postretirement employee benefit obligation
1% Increase
$
407 $
4,914
1% Decrease
(341)
(4,277)
The investments of our defined benefit pension plans are held in a Master Trust. The assets of our OPEB plans are
held within an Internal Revenue Code section 401(h) account for the payment of retiree medical benefits within the
Master Trust.
As of December 31, 2014, the Master Trust no longer has a securities lending agreement.
Current accounting rules governing fair value measurement establish a framework for measuring fair value, which
provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1
measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair
value hierarchy are described below:
Level 1
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or
liabilities in active markets that the plans have the ability to access.
Level 2
Inputs to the valuation methodology include:
Quoted prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets or liabilities in inactive markets;
Inputs other than quoted prices that are observable for the asset or liability; and
Inputs that are derived principally from or corroborated by observable market data by
correlation or other means
If the asset or liability has a specified (contractual) term, the Level 2 input must be
observable for substantially the full term of the asset or liability.
Level 3
Inputs to the valuation methodology are unobservable and significant to the fair value
measurement.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any
input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable
inputs and minimize the use of unobservable inputs.
There have been no changes in the methodologies used during 2015 and 2014. In 2014, a majority of our investments
were transferred into a common and collective trust. Investments in common and collective trust funds, hedge funds
and liquidating trusts that maintain investments in mortgage-backed securities are generally valued based on their
respective net asset value, or NAV, (or its equivalent), as a practical expedient to estimate fair value due to the absence
of readily available market prices. Investments that may be fully redeemed at NAV in the near-term are disclosed in
the table below as "Investments measured at net asset value" in accordance with ASU 2015-07.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value
or reflective of future fair values. Furthermore, while management believes the valuation methods are appropriate and
consistent with other market participants, the use of different methodologies or assumptions to determine the fair value
of certain financial instruments could result in a different fair value measurement at the reporting date.
63
The following tables set forth by level, within the fair value hierarchy, the investments at fair value for our company-
sponsored pension benefit plans:
(In thousands)
Cash and cash equivalents
Common and collective trust:
Collective investment funds
Total investments at fair value
(In thousands)
Cash and cash equivalents
Common and collective trusts:
Collective investment funds
Total investments at fair value
December 31, 2015
Investments
measured at net
asset value1
Total
Level 1
2,004 $
— $
2,004
—
2,004 $
292,072
292,072 $
292,072
294,076
December 31, 2014
Investments
measured at net
asset value1
Total
Level 1
2,023 $
— $
2,023
—
2,023 $
319,032
319,032 $
319,032
321,055
$
$
$
$
1
Due to the retrospective adoption of ASU 2015-07, pension investments measured at fair value using the net asset value per share method
as a practical expedient were reclassified to conform with the 2015 presentation. See Note 3, "Recently Adopted and Prospective Accounting
Standards."
Our OPEB plan had approximately $20,000 held in cash and cash equivalents at December 31, 2015 and 2014, which
were categorized as level 1.
We have formal investment policy guidelines for our company-sponsored plans. These guidelines were set by our
Benefits Committee, which is comprised of members of our management and has been assigned its fiduciary authority
over management of the plan assets by our Board of Directors. The Committee’s duties include periodically reviewing
and modifying those investment policy guidelines as necessary and insuring that the policy is adhered to and the
investment objectives are met.
The investment policy includes guidelines for specific categories of equity and fixed income securities. Assets are
managed by professional investment managers who are expected to achieve a reasonable rate of return over a market
cycle. Long-term performance is a fundamental tenet of the policy.
The general policy states that plan assets would be invested to seek the greatest return consistent with the fiduciary
character of the pension funds and to allow the plans to meet the need for timely pension benefit payments. The
specific investment guidelines stipulate that management is to maintain adequate liquidity for meeting expected benefit
payments by reviewing, on a timely basis, contribution and benefit payment levels and appropriately revising long-
term and short-term asset allocations. Management takes reasonable and prudent steps to preserve the value of
pension fund assets, avoid the risk of large losses and also attempt to preserve the funded status of the plans. Major
steps taken to provide this protection included:
Assets are diversified among various asset classes, such as domestic equities, international equities, fixed
income and cash. The long-term asset allocation ranges are as follows:
Domestic equities
International equities, including emerging markets
Corporate bonds
Liquid reserves
14%-22%
13%-22%
50%-70%
0%-5%
64
Periodically, reviews of allocations within these ranges are made to determine what adjustments should be made
based on changing economic and market conditions and specific liquidity requirements.
Assets were managed by professional investment managers and could be invested in separately managed
accounts or commingled funds.
Assets were not invested in securities rated below BBB- by S&P or Baa3 by Moody’s.
The investment guidelines also required that the individual investment managers were expected to achieve a reasonable
rate of return over a market cycle. Emphasis was placed on long-term performance versus short-term market
aberrations. Factors considered in determining reasonable rates of return included performance achieved by a diverse
cross section of other investment managers, performance of commonly used benchmarks (e.g., Russell 3000 Index,
MSCI World ex-U.S. Index, Barclays Capital Long Credit Index), actuarial assumptions for return on plan investments
and specific performance guidelines given to individual investment managers.
As of December 31, 2015, ten active investment managers managed substantially all of the pension funds, each of
whom had responsibility for managing a specific portion of these assets. Plan assets were diversified among the
various asset classes within the allocation ranges approved by the Benefits Committee.
In 2015, we contributed $3.2 million to our qualified pension plans. We do not anticipate making any cash contributions
to those plans in 2016. We also contributed $0.4 million to our non-qualified pension plan in 2015. We do not anticipate
funding our OPEB plans in 2016 except to pay benefit costs as incurred during the year by plan participants.
Estimated future benefit payments are as follows for the years indicated:
(In thousands)
2016
2017
2018
2019
2020
2021-2025
Pension Benefit
Plans
$
Other
Postretirement
Employee
Benefit Plans
7,165
7,038
7,013
6,614
6,271
22,711
19,428 $
19,789
20,080
20,601
20,746
105,569
Multiemployer Defined Benefit Pension Plans
Hourly employees at two of our manufacturing facilities participate in multiemployer defined benefit pension plans: the
PACE Industry Union-Management Pension Fund, or PIUMPF, which is managed by United Steelworkers, or USW,
Benefits; and the International Association of Machinist & Aerospace Workers National Pension Fund, or IAM NPF.
We make contributions to these plans, as well as make contributions to a trust fund established to provide retiree
medical benefits for a portion of these employees, which is also managed by USW Benefits. The risks of participating
in these multiemployer plans are different from single-employer plans in the following respects:
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees
of other participating employers.
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne
by the remaining participating employers. In 2013, two large employers withdrew from PIUMPF and subsequent
to December 31, 2015, we learned that the largest employer in PIUMPF has also withdrawn. Further withdrawals
by contributing employers could cause a “mass withdrawal” from, or effectively a termination of, PIUMPF or
alternatively we could elect to withdraw.
Under applicable federal law, any employer contributing to a multiemployer pension plan that completely
ceases participating in the plan while it is underfunded is subject to an assessment of such employer's allocable
share of the aggregate unfunded vested benefits of the plan. In certain circumstances, an employer can also
be assessed a withdrawal liability for a partial withdrawal from a multiemployer pension plan. Based on
information as of December 31, 2014 provided by PIUMPF and reviewed by our actuarial consultant, we
estimate the aggregate pre-tax liability that we would have incurred if we had completely withdrawn from
PIUMPF in 2015 would have been in excess of $72 million. However, the exact amount of potential exposure
could be higher or lower than the estimate, depending on, among other things, the nature and timing of any
triggering events and the funded status of PIUMPF at that time. A withdrawal liability is recorded for accounting
purposes when withdrawal is probable and the amount of the withdrawal obligation is reasonably estimable.
65
Our participation in these plans for the annual period ended December 31, 2015, is outlined in the table below. The
“EIN" and "Plan Number” columns provide the Employee Identification Number, or EIN, and the three-digit plan number.
The most recent Pension Protection Act, or PPA, zone status available in 2015 and 2014 is for a plan’s year-end as
of December 31, 2015 and December 31, 2014, respectively. The zone status is set under the provisions of the
Multiemployer Pension Plan Reform Act of 2014 and is based on information we received from the plans and is certified
by each plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans
in the yellow zone are less than 80 percent but more than 65 percent funded, and plans in the green zone are at least
80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a Funding Improvement
Plan, or FIP, or a Rehabilitation Plan, or RP, is either pending or has been implemented as required by the PPA as a
measure to correct its underfunded status. The last column lists the expiration date(s) of the collective-bargaining
agreement(s) to which the plans are subject.
In 2013, the contribution rates for the IAM NFP plan increased to $4.00 an hour, up from $3.25 an hour in 2012. In
2011, contribution rates for PIUMPF were increased as part of the RP in lieu of the legally required surcharge, paid
by the employers, to assist the fund’s financial status. We were listed in PIUMPF’s Form 5500 report as providing more
than five percent of the total contributions for the years 2014 and 2013. At the date of issuance of our consolidated
financial statements, Form 5500 reports for these plans were not available for the 2015 plan year.
PPA Zone
Status
Contributions
(in thousands)
Pension
Fund
IAM NPF
PIUMPF
EIN
Plan
Number
20151
2014
FIP/
RP Status Pending/
Implemented
2015
2014
2013
51-6031295
11-6166763
002
001
Green Green
N/A
$
329
$
343
$
343
Red
Red
Implemented
5,631
5,665
5,718
Total Contributions:
$ 5,960
$ 6,008
$ 6,061
Expiration
Date
of Collective
Bargaining
Agreement
5/31/2016
8/31/2017
Surcharge
Imposed
No
No
1
PIUMPF has been certified as in "Critical and Declining Status" for 2015, under the provisions of the Multiemployer Pension Plan Reform Act
of 2014.
66
NOTE 14 Earnings Per Share
Basic earnings (loss) per share are based on the weighted average number of shares of common stock outstanding.
Diluted earnings per share are based upon the weighted average number of shares of common stock outstanding plus
all potentially dilutive securities that were assumed to be converted into common shares at the beginning of the period
under the treasury stock method. This method requires that the effect of potentially dilutive common stock equivalents
be excluded from the calculation of diluted earnings per share for the periods in which net losses are reported because
the effect is anti-dilutive. For the year ended December 31, 2014, our incremental shares related to restricted stock
units, performance shares, and stock options excluded 566,041 shares from our earnings per share calculation due
to their anti-dilutive effect as a result of our net loss during the period.
The following table reconciles the number of common shares used in calculating the basic and diluted net earnings
per share:
Basic average common shares outstanding1
Incremental shares due to:
Restricted stock units
Performance shares
Stock options
Diluted average common shares outstanding
Basic net earnings (loss) per common share
Diluted net earnings (loss) per common share
Anti-dilutive shares excluded from calculation
2015
18,762,451
2014
20,129,557
2013
22,081,026
33,128
24,717
—
18,820,296
$
—
—
—
20,129,557
2.98 $
2.97
331,168
(0.11) $
(0.11)
566,041
53,803
129,003
—
22,263,832
4.84
4.80
41,337
1
Basic average common shares outstanding include restricted stock awards that are fully vested, but are deferred for future issuance. See
Note 15, "Equity-Based Compensation Plans" for further discussion.
NOTE 15 Equity-Based Compensation Plans
The Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan, or Stock Plan, which has been
approved by our stockholders, provides for equity-based awards in the form of restricted shares, restricted stock units,
or RSUs, performance shares, stock options, or stock appreciation rights to selected employees, outside directors,
and consultants of the company. The Stock Plan became effective on December 16, 2008, and was amended and
restated effective as of January 1, 2015. Under the Stock Plan, as amended and restated, we are authorized to issue
up to approximately 4.1 million shares, which includes approximately 0.7 million additional shares authorized in
connection with our acquisition of Cellu Tissue that are available for issuance as equity-based awards only to any
employees, outside directors, or consultants who were not employed on December 26, 2010 by Clearwater Paper
Corporation or any of its subsidiaries. At December 31, 2015, approximately 2.1 million shares were available for future
issuance under the Stock Plan.
We recognize equity-based compensation expense for all equity-based payment awards made to employees and
directors, including RSUs, performance shares and stock options, based on estimated fair values and net of estimates
of future forfeitures. The expense is classified in "Selling, general and administrative expense" in our Consolidated
Statements of Operations and is recognized on a straight-line basis over the requisite service periods of each award.
Based on the terms of the Stock Plan, retirement-eligible employees become fully vested in outstanding awards on
the later of that date they reach retirement eligibility or at the end of the first calendar year of each respective grant.
We account for this feature when determining the service period over which to recognize expense for each grant of
RSUs, performance shares, and stock options.
67
Employee equity-based compensation expense was recognized as follows:
(In thousands)
Restricted stock units
Performance shares
Stock options
Total employee equity-based compensation
Related tax benefit
RESTRICTED STOCK UNITS
2015
2014
2013
$
$
$
2,116 $
4,408
2,106
8,630 $
3,193 $
1,966 $
4,964
1,254
8,184 $
2,955 $
1,801
5,075
—
6,876
2,049
RSUs granted under our Stock Plan are generally subject to a vesting period of one to three years. RSU awards will
accrue dividend equivalents based on dividends paid, if any, during the RSU vesting period. The dividend equivalents
will be converted into additional RSUs that will vest in the same manner as the underlying RSUs to which they relate.
RSUs granted under our Stock Plan do not represent common stock, and therefore the holders do not have voting
rights unless and until shares are issued upon settlement.
A summary of the status of outstanding unvested RSU awards as of December 31, 2015, 2014 and 2013, and changes
during those years, is presented below:
Unvested shares outstanding at
January 1
Granted
Vested
Forfeited
Unvested shares outstanding at
December 31
Aggregate intrinsic value (in
thousands)
2015
2014
2013
Weighted
Average
Grant Date
Fair Value
Shares
Weighted
Average
Grant Date
Fair Value
Shares
Weighted
Average
Grant Date
Fair Value
Shares
93,254 $
23,148
(65,217)
(5,156)
47.95
62.02
43.86
58.58
102,658 $
31,567
(32,117)
(8,854)
39.85
66.33
38.94
52.28
63,727 $
72,702
(30,190)
(3,581)
35.57
43.44
39.21
42.03
46,029
60.17
93,254
47.95
102,658
39.85
$
2,096
$
6,393
$
5,390
During 2015, 61,592 RSU shares were settled and distributed in the fourth quarter. After adjusting for minimum tax
withholdings, a net 39,120 shares were issued during 2015. The minimum tax withholdings payment made in 2015 in
connection with issued shares was $1.1 million.
During 2014, 75,400 RSU shares were settled and distributed. Of these shares, 27,933 were RSU shares that were
settled and distributed in the fourth quarter of 2014. The remaining 47,467 shares were RSU shares that were settled
in prior years but distribution had been deferred to preserve tax deductibility for the company in the respective years
because distribution of these shares would have resulted in certain executive compensation being above the Internal
Revenue Code section 162(m) threshold for those years. After adjusting for minimum tax withholdings and deferred
shares, a net 48,476 shares were issued during 2014. The minimum tax withholdings payment made in 2014 in
connection with issued shares was $1.5 million.
As of December 31, 2015 a total of 37,135 shares remain deferred under Internal Revenue Code section 162(m).
The fair value of each RSU share award granted during 2015 was estimated on the date of grant using the grant date
market price of our common stock. The total fair value of share awards that vested during 2015 was $2.9 million.
As of December 31, 2015, there was $1.3 million of total unrecognized compensation cost related to outstanding RSU
awards. The cost is expected to be recognized over a weighted average period of 1.4 years.
68
PERFORMANCE SHARES
Performance share awards granted under our Stock Plan have a three-year performance period, with generally the
same service period, and shares are issued after the end of the period if the employee provides the requisite service
and the performance measure is met. The performance measure is a comparison of the percentile ranking of our total
stockholder return compared to the total stockholder return performance of a selected peer group or index. The
performance measure is considered to represent a “market condition” under authoritative accounting guidance, and
thus, the market condition is considered when determining the estimate of the fair value of the performance share
awards. The number of shares actually issued, as a percentage of the amount subject to the performance share award,
could range from 0%-200%.
Performance share awards granted under our Stock Plan do not represent common stock, and therefore the holders
do not have voting rights unless and until shares are issued upon settlement. During the performance period, dividend
equivalents accrue based on dividends paid, if any, and are converted into additional performance shares, which vest
or are forfeited in the same manner as the underlying performance shares to which they relate. Generally, if an employee
terminates prior to completing the requisite service period, all or a portion of their awards are forfeited and the previously
recognized compensation cost is reversed. If an employee provides the requisite service through the end of the
performance period, but the performance measure is not met, following authoritative guidance for awards with a market
condition, previously recognized compensation cost is not reversed.
The fair value of performance share awards is estimated using a Monte Carlo simulation model. For performance
shares granted in 2015, the following assumptions were used in our Monte Carlo model:
Closing price of stock on date of grant
Risk free rate
Measurement period
Volatility
$
61.75
0.99%
3 years
28%
In addition to the above assumptions, the dividend yields for all companies were assumed to be zero since dividends
are included in the definition of total shareholder return.
A summary of the status of outstanding performance share awards as of December 31, 2015, 2014 and 2013, and
changes during those years, is presented below:
Outstanding share awards at
January 1
Granted
Settled
Forfeited
Outstanding share awards at
December 31
Aggregate intrinsic value (in
thousands)
2015
2014
2013
Weighted
Average
Grant Date
Fair Value
Shares
Weighted
Average
Grant Date
Fair Value
Shares
Weighted
Average
Grant Date
Fair Value
Shares
300,864 $
47,513
(245,525)
(10,289)
59.77
62.05
50.43
73.61
259,841 $
54,379
—
50.87
105.08
392,655 $
124,513
— (246,592)
(13,356)
71.03
(10,735)
44.67
63.46
47.19
54.87
92,563
84.18
300,864
59.77
259,841
50.87
$
4,214
$
20,624
$
13,642
On December 31, 2015, the three-year performance period for 107,750 performance shares granted in 2013 ended.
The requisite market condition performance measure was not met, and as such no shares were paid or issued under
these awards. On December 31, 2014, the performance period for 137,775 outstanding performance shares granted
in 2012 ended. Those performance shares were settled and distributed in the first quarter of 2015. The number of
shares actually settled, as a percentage of the outstanding amount, was 106.9%. After adjusting for the related minimum
tax withholdings, a net 97,921 shares were issued in the first quarter of 2015. The related minimum tax withholdings
payment made during 2015 in connection with issued shares was $3.1 million.
As of December 31, 2015, there was $3.1 million of unrecognized compensation cost related to outstanding
performance share awards. The cost is expected to be recognized over a weighted average period of 1.3 years.
69
STOCK OPTIONS
Beginning in 2014, stock options were granted to certain employees under our Stock Plan. The stock options are
generally subject to a vesting period of one to three years, with generally the same service period. Upon vesting, the
holder is entitled to purchase a specified number of shares of Clearwater Paper common stock at a price per share
equal to the closing market price of Clearwater Paper common stock on the date of grant. The options are exercisable
for ten years from the date of grant.
Stock options granted under our Stock Plan do not represent common stock, and therefore the holders do not have
voting rights unless and until shares have been issued to the employee.
The fair value of stock option awards was determined using a Black-Scholes option-pricing model. The Black-Scholes
model utilizes a range of assumptions related to dividend yield, volatility, risk-free interest rate and employee exercise
behavior. Expected volatility is based on Clearwater Paper's historical stock prices. The risk-free interest rate is based
on constant maturity treasury rates with maturities matching the options' expected life on the grant date. The expected
life, estimated in accordance with Securities and Exchange Commission Staff Accounting Bulletin 110, is the
approximate mid-point between the expected vesting time and the remaining contractual life. The weighted-average
fair value of stock options granted in 2015 on the grant date was estimated at $20.82 per option based on the following
assumptions:
Volatility
Risk-free interest rate
Expected life-years
30%
1.79%
6.4
A summary of the status of outstanding stock option awards as of December 31, 2015, and changes during the year,
is presented below:
Outstanding options at January 1
Granted
Forfeited
Outstanding options at December 31
Aggregate intrinsic value (in thousands)
2015
2014
Weighted
Average
Grant Date
Fair Value
Shares
Weighted
Average
Grant Date
Fair Value
Shares
150,580 $
142,542
(15,429)
277,693
$
66.84
61.93
64.12
64.47
—
— $
163,137
(12,557)
150,580
$
—
66.85
66.97
66.84
258
As of December 31, 2015, there was $2.6 million of unrecognized compensation cost related to nonvested stock
options. The cost is expected to be recognized over a weighted average period of 1.3 years.
DIRECTOR AWARDS
In connection with joining our Board of Directors, in January 2009 our outside directors at that time were granted an
award of phantom common stock units, which were credited to an account established on behalf of each director and
vested ratably over a three-year period with the final vesting in January 2012. Subsequent equity awards have been
granted annually in May, or on a pro-rata basis as applicable, to our outside directors in the form of phantom common
stock units as part of their annual compensation, which are credited to their accounts. These awards vest ratably over
a one-year period. These accounts will be credited with additional phantom common stock units equal in value to
dividends paid, if any, on the same amount of common stock. Upon separation from service as a director, the vested
portion of the phantom common stock units held by the director in a stock unit account are converted to cash based
upon the then market price of the common stock and paid to the director.
70
Due to its cash-settlement feature, we account for these awards as liabilities rather than equity and recognize the
equity-based compensation expense or income at the end of each reporting period based on the portion of the award
that is vested and the increase or decrease in the value of our common stock. We recorded director equity-based
compensation benefit totaling $4.1 million for the year ended December 31, 2015, and director equity-based
compensation expense totaling $4.6 million and $4.1 million for the years ended December 31, 2014 and 2013,
respectively. At December 31, 2015, the liability amounts associated with director equity-based compensation were
all included in "Other long-term obligations" on our Consolidated Balance Sheet and totaled $9.4 million. At December
31, 2014, the liability amounts associated with director equity-based compensation included in "Other long-term
obligations" and "Accounts payable and accrued liabilities" on our Consolidated Balance Sheet were $13.5 million and
$1.4 million, respectively.
NOTE 16 Fair Value Measurements
The estimated fair values of our financial instruments as of our balance sheet dates are presented below:
(In thousands)
Carrying
Amount
Fair
Value
Carrying
Amount
Cash, short-term investments and restricted cash (Level 1)
Long-term debt (Level 1)
$
8,130 $
8,130 $
81,101 $
575,000
558,250
575,000
Fair
Value
81,101
558,000
December 31, 2015
December 31, 2014
Accounting guidance establishes a framework for measuring the fair value of financial instruments, providing a hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities, or “Level 1” measurements, followed
by quoted prices of similar assets or observable market data, or “Level 2” measurements, and the lowest priority to
unobservable inputs, or “Level 3” measurements.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any
input that is significant to the fair value measurement. Valuation techniques used should seek to maximize the use of
observable inputs and minimize the use of unobservable inputs.
Cash, short-term investments, restricted cash and long-term debt are the only items measured at fair value on a
recurring basis. The carrying amount of our short-term investments approximates fair value due to their very short
maturity periods, and such investments are at or near market yields.
We do not have any financial assets measured at fair value on a nonrecurring basis. Nonfinancial assets measured
at fair value on a nonrecurring basis include items such as long-lived assets held and used that are measured at fair
value resulting from impairment, if deemed necessary.
71
NOTE 17 Commitments and Contingencies
LEASE COMMITMENTS
Our operating leases cover manufacturing, office, warehouse and distribution space, equipment and vehicles, which
expire at various dates through 2028. Additionally, we have capital leases related to our North Carolina converting and
manufacturing facilities. As leases expire, it can be expected that, in the normal course of business, certain leases will
be renewed or replaced.
As of December 31, 2015, under current operating and capital lease contracts, we had future minimum lease payments
as follows:
(In thousands)
2016
2017
2018
2019
2020
Thereafter
Total future minimum lease payments
Less interest portion
Present value of future minimum lease payments
Capital
Operating
$
$
$
2,576 $
2,623
2,670
2,697
2,661
29,532
42,759 $
(19,258)
23,501
12,990
8,490
6,697
3,474
2,195
6,100
39,946
Rent expense for operating leases was $14.8 million, $18.6 million and $19.4 million for the years ended December 31,
2015, 2014 and 2013, respectively.
72
NOTE 18 Segment Information
We are organized in two reportable operating segments: Consumer Products and Pulp and Paperboard. The following
is a tabular presentation of business segment information for each of the past three years. Corporate information is
included to reconcile segment data to the financial statements.
(In thousands)
Segment net sales1:
Consumer Products
Pulp and Paperboard
Total segment net sales
Operating income:
Consumer Products
Gain (loss) on divested assets2
Pulp and Paperboard
Corporate
Income from operations
Depreciation and amortization:
Consumer Products
Pulp and Paperboard
Corporate
Total depreciation and amortization
Assets:
Consumer Products
Pulp and Paperboard
Corporate (3)
Total assets
Capital expenditures:
Consumer Products
Pulp and Paperboard
Corporate
Total capital expenditures
$
$
$
2015
2014
2013
$
959,894 $ 1,183,385 $ 1,149,692
740,138
783,754
792,507
$ 1,752,401 $ 1,967,139 $ 1,889,830
$
54,437 $
1,267
120,861
176,565
(52,895)
123,670 $
34,131 $
(40,159)
144,171
138,143
(58,332)
79,811 $
52,799
—
95,781
148,580
(49,252)
99,328
54,595 $
27,204
2,933
84,732 $
61,504 $
25,452
3,189
90,145 $
65,197
23,266
1,809
90,272
$ 1,046,170 $ 1,037,912 $ 1,215,919
359,735
1,575,654
159,581
$ 1,527,369 $ 1,579,149 $ 1,735,235
413,143
1,451,055
128,094
423,694
1,469,864
57,505
$
55,594 $
67,929
123,523
10,581
$
134,104 $
43,562 $
45,146
88,708
10,892
99,600 $
46,647
30,846
77,493
9,015
86,508
1
2
3
In 2013, pulp not utilized internally was sold by the Pulp and Paperboard segment to external customers resulting in net sales of $5.8 million.
Commencing in 2014, the majority of excess pulp is sold by the Consumer Products segment and during 2015 and 2014 totaled $1.4 million
and $2.1 million, respectively.
These costs relate to the sale of our Consumer Products segment’s specialty business and mills. For additional discussion, see Note 4,
“Divested Assets”.
Certain 2014 and 2013 Corporate assets were reclassified to conform with the 2015 presentation. See Note 3, "Recently Adopted and
Prospective Accounting Standards."
73
Our manufacturing facilities and all other assets are located within the continental United States. We sell and ship our
products to customers in many foreign countries. Geographic information regarding our net sales is summarized as
follows:
(In thousands)
United States
Japan
Korea
Canada
Australia
China
Other foreign countries
Total net sales
2013
2015
2014
$ 1,653,208 $ 1,840,726 $ 1,751,001
67,728
10,899
26,161
7,924
5,404
20,713
$ 1,752,401 $ 1,967,139 $ 1,889,830
59,463
10,016
6,896
5,578
843
16,397
63,831
11,105
25,411
7,219
1,876
16,971
NOTE 19 Financial Results by Quarter (Unaudited)
(In thousands—
except per-share
amounts)
Net sales
Costs and
expenses:
Cost of sales
Selling, general and
administrative
expenses
Gain (loss) on
divested
assets
Impairment of
assets
Total operating
costs and
expenses
Income (loss) from
operations
Net earnings (loss)
Net earnings (loss)
per common share
Basic
Diluted
March 31
June 30
September 30
December 31
2015
2014
2015
2014
2015
2014
2015
2014
$ 434,026
$ 484,920
$ 444,558
$ 498,759
$ 442,222
$ 511,142
$ 431,595
$ 472,318
Three Months Ended
(389,832)
(426,629)
(384,347)
(434,111)
(373,892)
(434,457)
(364,778)
(413,643)
(29,088)
(33,514)
(29,469)
(31,565)
(28,284)
(31,817)
(30,308)
(33,206)
131
—
1,331
—
(4,259)
—
—
—
—
—
—
(195)
(40,159)
(890)
—
(3,078)
(418,789)
(464,402)
(412,485)
(465,676)
(402,176)
(467,164)
(395,281)
(490,086)
15,237
20,518
32,073
33,083
40,046
43,978
36,314
(17,768)
$
5,757
$
6,226
$
15,597
$
12,453
$
23,064
$
6,253
$
11,565
$ (27,247)
$
$
0.30
0.30
$
0.30
0.29
$
0.82
0.81
$
0.61
0.61
$
1.22
1.21
$
0.32
0.31
$
0.65
0.65
(1.39)
(1.39)
74
NOTE 20 Supplemental Guarantor Financial Information
All of our directly and indirectly owned, domestic subsidiaries guarantee the 2014 Notes and the 2013 Notes on a joint
and several basis. There are no significant restrictions on the ability of the guarantor subsidiaries to make distributions
to Clearwater Paper, the issuer of the 2014 Notes and 2013 Notes. The following tables present the results of operations,
financial position and cash flows of Clearwater Paper and its subsidiaries, the guarantor and non-guarantor entities,
and the eliminations necessary to arrive at the information for Clearwater Paper on a consolidated basis.
Clearwater Paper Corporation
Consolidating Statement of Operations and Comprehensive Income (Loss)
Twelve Months Ended December 31, 2015
Guarantor
Non-
Guarantor
Subsidiaries Subsidiaries Eliminations
Total
Issuer
$ 1,683,890
$
291,270
$
— $
(222,759) $ 1,752,401
—
—
—
—
—
—
—
—
—
222,759
(1,512,849)
—
—
(117,149)
1,267
222,759
(1,628,731)
—
—
—
(410)
(2,476)
123,670
(31,182)
92,488
(36,505)
—
(In thousands)
Net sales
Cost and expenses:
Cost of sales
Selling, general and administrative expenses
(108,414)
Gain on divested assets
—
(8,735)
1,267
Total operating costs and expenses
(1,566,535)
(284,955)
(1,458,121)
(277,487)
Income from operations
Interest expense, net
Earnings before income taxes
Income tax provision
Equity in earnings of subsidiary
Net earnings
Other comprehensive income, net of tax
Comprehensive income
117,355
(31,067)
86,288
(32,371)
2,476
6,315
(115)
6,200
(3,724)
—
$
$
56,393
$
2,476
$
— $
(2,886) $
55,983
15,315
—
—
—
71,708
$
2,476
$
— $
(2,886) $
15,315
71,298
Clearwater Paper Corporation
Consolidating Statement of Operations and Comprehensive Income (Loss)
Twelve Months Ended December 31, 2014
(In thousands)
Net sales
Cost and expenses:
Cost of sales
Guarantor
Non-
Guarantor
Subsidiaries Subsidiaries Eliminations
Total
Issuer
$ 1,573,912
$
531,520
$
43,929
$
(182,222) $ 1,967,139
(1,321,143)
(526,192)
(43,727)
182,222
(1,708,840)
Selling, general and administrative expenses
(107,141)
Loss on divested assets
Impairment of assets
—
—
(22,747)
(40,159)
(8,227)
(214)
—
—
—
—
—
(130,102)
(40,159)
(8,227)
Total operating costs and expenses
(1,428,284)
(597,325)
(43,941)
182,222
(1,887,328)
Income (loss) from operations
145,628
(65,805)
Interest expense, net
Debt retirement costs
Earnings (loss) before income taxes
Income tax (provision) benefit
Equity in loss of subsidiary
Net loss
Other comprehensive loss, net of tax
Comprehensive loss
(39,091)
(24,420)
82,117
(47,694)
(58,953)
(59)
—
(65,864)
7,439
(528)
(12)
—
—
(12)
(516)
—
—
—
—
—
22,215
59,481
79,811
(39,150)
(24,420)
16,241
(18,556)
—
$
$
(24,530) $
(58,953) $
(528) $
81,696
$
(2,315)
(12,770)
—
—
—
(12,770)
(37,300) $
(58,953) $
(528) $
81,696
$
(15,085)
75
Clearwater Paper Corporation
Consolidating Statement of Operations and Comprehensive Income (Loss)
Twelve Months Ended December 31, 2013
Selling, general and administrative expenses
(94,861)
(22,918)
Total operating costs and expenses
(1,363,968)
(575,924)
(1,269,107)
(553,006)
(In thousands)
Net sales
Cost and expenses:
Cost of sales
Income (loss) from operations
Interest expense, net
Debt retirement costs
Earnings (loss) before income taxes
Income tax benefit (provision)
Equity in loss of subsidiary
Net earnings (loss)
Guarantor
Non-
Guarantor
Subsidiaries Subsidiaries Eliminations
Total
Issuer
$ 1,474,103
$
565,783
$
54,978
$
(205,034) $ 1,889,830
110,135
(44,031)
(17,058)
49,046
61,778
(15,370)
(10,141)
(5)
—
(10,146)
(4,420)
(804)
(54,292)
(1,352)
(55,644)
(666)
—
—
(666)
(138)
—
205,034
(1,671,371)
—
(119,131)
205,034
(1,790,502)
—
—
—
—
11,501
16,174
99,328
(44,036)
(17,058)
38,234
68,721
—
$
95,454
$
(15,370) $
(804) $
27,675
$
106,955
Other comprehensive income, net of tax
Comprehensive income (loss)
57,600
—
—
—
57,600
$
153,054
$
(15,370) $
(804) $
27,675
$
164,555
76
Clearwater Paper Corporation
Consolidating Balance Sheet
At December 31, 2015
(In thousands)
ASSETS
Current assets:
Cash
Restricted cash
Short-term investments
Receivables, net
Taxes receivable
Inventories
Other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Intangible assets, net
Intercompany receivable (payable)
Investment in subsidiary
Pension assets
Other assets, net1
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’
EQUITY
Current liabilities:
Accounts payable and accrued
liabilities
Current liability for pensions and
other postretirement employee
benefits
Total current liabilities
Long-term debt
Liability for pensions and other
postretirement employee benefits
Other long-term obligations
Accrued taxes
Deferred tax liabilities
Issuer
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries Eliminations
Total
$
5,610 $
2,270
— $
—
— $
—
— $
—
250
123,131
16,221
219,130
8,838
375,450
719,436
209,087
4,180
14,013
139,758
596
4,142
$1,466,662 $
—
15,921
(1,370)
36,443
493
51,487
147,102
—
15,810
(15,151)
—
—
79
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,138
(139,758)
—
—
5,610
2,270
250
139,052
14,851
255,573
9,331
426,937
866,538
209,087
19,990
—
—
596
4,221
199,327 $
— $ (138,620) $1,527,369
$ 196,891 $
23,477 $
— $
— $ 220,368
7,559
204,450
568,987
89,057
46,182
874
82,246
—
23,477
—
—
556
802
34,734
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
7,559
227,927
568,987
89,057
46,738
1,676
1,138
118,118
—
(55,548)
(139,758)
530,414
Accumulated other comprehensive loss,
net of tax
Stockholders' equity excluding accumulated
other comprehensive loss
(55,548)
—
530,414
139,758
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
$1,466,662 $
199,327 $
— $ (138,620) $1,527,369
1 Current deferred tax assets were classified as non-current in 2015 due to the prospective adoption of ASU 2015-17. See Note 3, "Recently
Adopted and Prospective Accounting Standards."
77
Clearwater Paper Corporation
Consolidating Balance Sheet
At December 31, 2014
(In thousands)
ASSETS
Current assets:
Cash
Restricted cash
Short-term investments
Receivables, net
Taxes receivable
Inventories
Deferred tax assets
Other current assets1
Total current assets
Property, plant and equipment, net
Goodwill
Intangible assets, net
Intercompany receivable (payable)
Investment in subsidiary
Pension assets
Other assets, net1
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’
EQUITY
Current liabilities:
Accounts payable and accrued
liabilities
Current liability for pensions and
other postretirement employee
benefits
Total current liabilities
Long-term debt1
Liability for pensions and other
postretirement employee benefits
Other long-term obligations
Accrued taxes
Deferred tax liabilities
Accumulated other comprehensive loss,
net of tax
Stockholders’ equity excluding
accumulated other comprehensive loss
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
Issuer
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries Eliminations
Total
$
27,331 $
1,500
50,000
117,970
6,760
246,210
14,733
2,967
467,471
657,369
209,087
5,224
33,703
137,282
4,738
2,484
$1,517,358 $
— $
—
—
16,557
(15,758)
40,416
5,206
457
46,878
153,618
—
19,732
(21,629)
—
—
1,087
— $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
—
—
(613)
10,253
—
1,821
—
11,461
—
—
—
(12,074)
(137,282)
—
—
27,331
1,500
50,000
133,914
1,255
286,626
21,760
3,424
525,810
810,987
209,087
24,956
—
—
4,738
3,571
199,686 $
— $ (137,895) $1,579,149
$ 193,326 $
23,113 $
— $
(613) $ 215,826
7,915
201,241
568,221
118,464
56,029
1,902
73,964
—
23,113
—
—
827
794
37,670
(70,863)
—
568,400
137,282
—
—
—
—
—
—
—
—
—
—
(613)
—
—
—
—
—
—
7,915
223,741
568,221
118,464
56,856
2,696
111,634
(70,863)
(137,282)
568,400
$1,517,358 $
199,686 $
— $ (137,895) $1,579,149
1 Due to the retrospective adoption of ASU 2015-03, debt issuance costs in 2014 were reclassified to conform with the 2015 presentation.
See Note 3, "Recently Adopted and Prospective Accounting Standards."
78
Clearwater Paper Corporation
Consolidating Statement of Cash Flows
Twelve Months Ended December 31, 2015
(In thousands)
CASH FLOWS FROM OPERATING
ACTIVITIES
Net earnings
Adjustments to reconcile net earnings to
net cash flows from operating activities:
Depreciation and amortization
Equity-based compensation expense
Deferred tax provision
Employee benefit plans
Deferred issuance costs and discounts
on long-term debt
Disposal of plant and equipment, net
Non-cash adjustments to unrecognized
taxes
Changes in working capital, net
Change in taxes receivable, net
Excess tax benefits from equity-based
payment arrangements
Funding of qualified pension plans
Other, net
Net cash flows from operating activities
CASH FLOWS FROM INVESTING
ACTIVITIES
Change in short-term investments, net
Additions to plant and equipment
Proceeds from the sale of assets
Net cash flows from investing activities
CASH FLOWS FROM FINANCING
ACTIVITIES
Purchase of treasury stock
Investment from (to) parent
Payment of tax withholdings on equity-
based payment arrangements
Excess tax benefits from equity-based
payment arrangements
Other, net
Net cash flows from financing activities
Decrease in cash
Cash at beginning of period
Cash at end of period
Issuer
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries Eliminations
Total
$
56,393
$
2,476
$
— $
(2,886) $
55,983
65,078
4,557
9,944
3,011
928
1,587
(1,028)
11,809
(9,461)
(1,433)
(3,179)
(1,591)
136,615
49,750
(121,720)
—
(71,970)
(99,990)
16,482
(4,152)
1,433
(139)
(86,366)
(21,721)
27,331
19,654
—
3,178
—
—
(95)
8
3,032
(14,388)
—
—
(1,131)
12,734
—
(7,182)
604
(6,578)
—
(6,156)
—
—
—
(6,156)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,959
—
—
—
—
—
10,253
—
—
—
84,732
4,557
16,081
3,011
928
1,492
(1,020)
14,841
(13,596)
(1,433)
(3,179)
(2,722)
10,326
159,675
—
—
—
—
—
(10,326)
—
—
—
49,750
(128,902)
604
(78,548)
(99,990)
—
(4,152)
1,433
(139)
(10,326)
(102,848)
—
—
(21,721)
27,331
5,610
$
5,610
$
— $
— $
— $
79
Clearwater Paper Corporation
Consolidating Statement of Cash Flows
Twelve Months Ended December 31, 2014
(In thousands)
CASH FLOWS FROM OPERATING
ACTIVITIES
Issuer
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries Eliminations
Total
Net loss
$
(24,530) $
(58,953) $
(528) $
81,696
$
(2,315)
Adjustments to reconcile net loss to net cash
flows from operating activities:
Depreciation and amortization
Equity-based compensation expense
Impairment of assets
Deferred tax provision (benefit)
Employee benefit plans
Deferred issuance costs and discounts
on long-term debt
Loss on divestiture of assets
Disposal of plant and equipment, net
Non-cash adjustments to unrecognized
taxes
Changes in working capital, net
Change in taxes receivable, net
Excess tax benefits from equity-based
payment arrangements
Funding of qualified pension plans
Other, net
Net cash flows from operating activities
CASH FLOWS FROM INVESTING
ACTIVITIES
Change in short-term investments, net
Additions to plant and equipment
Net proceeds from divested assets
Proceeds from the sale of assets
Net cash flows from investing activities
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from long-term debt
Repayment of long-term debt
Purchase of treasury stock
Investment from (to) parent
Payments for long-term debt issuance costs
Payment of tax withholdings on
equity-based payment arrangements
Excess tax benefits from equity-based
payment arrangements
Other, net
59,373
12,790
—
50,943
2,115
6,141
—
471
472
(8,162)
(3,051)
(864)
(16,955)
(636)
78,107
20,000
(73,223)
107,740
38
54,555
300,000
(375,000)
(100,000)
47,527
(3,002)
(1,523)
864
7,530
Increase (decrease) in cash
Cash at beginning of period
Cash at end of period
28,468
—
8,227
2,304
—
—
—
—
—
(21,921)
(2,538)
(12,671)
—
—
29,059
488
173
(4,711)
79
—
—
(707)
(19,798)
—
(19,450)
—
937
(18,513)
—
—
—
—
—
—
—
(317)
625
121
—
—
—
—
—
—
—
—
—
12,099
—
—
—
(333)
81,124
—
(355)
—
—
(355)
—
—
—
—
—
—
—
—
—
—
—
38,311
(4,714)
(81,124)
—
—
—
—
—
—
—
—
(4,714)
(5,402)
5,402
—
—
—
—
—
—
90,145
12,790
8,227
13,813
2,115
6,141
29,059
959
328
(12,248)
9,248
(864)
(16,955)
(1,343)
139,100
20,000
(93,028)
107,740
975
35,687
300,000
(375,000)
(100,000)
—
(3,002)
(1,523)
864
7,530
3,656
23,675
27,331
Net cash flows from financing activities
(123,604)
38,311
(81,124)
(171,131)
9,058
18,273
—
—
$
27,331
$
— $
— $
— $
80
Clearwater Paper Corporation
Consolidating Statement of Cash Flows
Twelve Months Ended December 31, 2013
(In thousands)
CASH FLOWS FROM OPERATING
ACTIVITIES
Issuer
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries Eliminations
Total
Net earnings (loss)
$
95,454
$
(15,370) $
(804) $
27,675
$
106,955
Adjustments to reconcile net earnings (loss) to
net cash flows from operating activities:
Depreciation and amortization
Equity-based compensation expense
Deferred tax provision (benefit)
Employee benefit plans
Deferred issuance costs and discounts
on long-term debt
Disposal of plant and equipment, net
Non-cash adjustments to unrecognized
taxes
Changes in working capital, net
Change in taxes receivable, net
Funding of qualified pension plans
Other, net
Net cash flows from operating activities
CASH FLOWS FROM INVESTING
ACTIVITIES
Change in short-term investments, net
Additions to plant and equipment
Net cash flows from investing activities
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from long-term debt
Repayment of long-term debt
Purchase of treasury stock
Investment from (to) parent
Payments for long-term debt issuance costs
Payment of tax withholdings on
equity-based payment arrangements
Net cash flows from financing activities
Increase (decrease) in cash
Cash at beginning of period
Cash at end of period
54,291
10,960
3,185
10,131
4,964
201
(73,885)
(31,256)
17,003
(15,050)
(452)
75,546
33,712
—
(9,072)
—
—
1,291
(860)
11,747
15,998
—
891
2,269
—
(125)
—
—
11,641
—
—
1
6
4,487
(324)
—
—
—
—
—
—
—
(22,352)
—
—
90,272
10,960
5,629
10,131
4,964
1,493
(74,739)
(15,022)
10,325
(15,050)
439
38,337
5,510
16,964
136,357
(50,000)
(65,708)
(115,708)
—
(22,562)
(22,562)
—
(2,323)
(2,323)
275,000
(150,000)
(100,000)
31,998
(4,837)
(4,831)
47,330
7,168
11,105
—
—
—
(15,780)
—
—
(15,780)
(5)
5
—
—
—
746
—
—
746
3,933
1,469
—
—
—
—
—
—
(16,964)
—
—
(16,964)
—
—
$
18,273
$
— $
5,402
$
— $
(50,000)
(90,593)
(140,593)
275,000
(150,000)
(100,000)
—
(4,837)
(4,831)
15,332
11,096
12,579
23,675
81
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Board of Directors and Stockholders
Clearwater Paper Corporation:
We have audited the accompanying consolidated balance sheets of Clearwater Paper Corporation (the Company)
and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations,
period ended
comprehensive income (loss), cash flows, and stockholders’ equity for each of the years in the
December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Clearwater Paper Corporation and subsidiaries as of December 31, 2015 and 2014, and the results
period ended December 31, 2015, in
of their operations and their cash flows for each of the years in the
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), Clearwater Paper Corporation’s internal control over financial reporting as of December 31, 2015, based on
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report dated February 19, 2016 expressed an unqualified
opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP
Seattle, Washington
February 19, 2016
82
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Board of Directors and Stockholders
Clearwater Paper Corporation:
We have audited Clearwater Paper Corporation’s (the Company’s) internal control over financial reporting as of
December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Clearwater Paper Corporation’s
management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management Report on
Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit
also included performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, Clearwater Paper Corporation maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of Clearwater Paper Corporation and subsidiaries as of
December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income
(loss), cash flows, and stockholders’ equity for each of the years in the
period ended December 31,
2015, and our report dated February 19, 2016 expressed an unqualified opinion on those consolidated financial
statements.
/s/ KPMG LLP
Seattle, Washington
February 19, 2016
83
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
ITEM 9A.
Controls and Procedures
Evaluation of Controls and Procedures
We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, or the Exchange Act, that are designed to ensure that information required to be disclosed by
us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to
our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate,
to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and
procedures, management recognized that disclosure controls and procedures, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and
procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.
The design of disclosure controls and procedures is also based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all
potential future conditions.
Subject to the limitations noted above, our management, with the participation of our CEO and CFO, has evaluated
the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal year
covered by this annual report on Form 10-K. Based on that evaluation, the CEO and CFO have concluded that, as of
such date, our disclosure controls and procedures are effective to meet the objective for which they were designed
and operate at the reasonable assurance level.
Changes in Internal Controls
There was no change in our internal control over financial reporting during our most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rules 13a-15(f) of the Exchange Act).
Under the supervision of and with the participation of our CEO and our CFO, our management conducted an assessment
of the effectiveness of our internal control over financial reporting based on the framework and criteria established in
in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 Framework). Based on our evaluation under the 2013 Framework, our management has concluded
that as of December 31, 2015 our internal control over financial reporting was effective. The effectiveness of our internal
control over financial reporting as of December 31, 2015 has been audited by KPMG LLP, our independent registered
public accounting firm, as stated in its report which is included in this Annual Report on Form 10-K.
ITEM 9B.
Other Information
None.
84
Part III
ITEM 10.
Directors, Executive Officers and Corporate Governance
Information regarding our directors is set forth under the heading “Board of Directors” in our definitive proxy statement,
to be filed on or about March 22, 2016, for the 2016 Annual Meeting of Stockholders, referred to in this report as the
2016 Proxy Statement, which information is incorporated herein by reference. Information concerning Executive
Officers is included in Part I of this report in Item 1. Information regarding reporting compliance with Section 16(a) for
directors, officers or other parties is set forth under the heading “Section 16(a) Beneficial Ownership Reporting
Compliance” in the 2016 Proxy Statement and is incorporated herein by reference.
We have adopted a Code of Business Conduct and Ethics that applies to all directors and employees and a Code of
Ethics for Senior Financial Officers that applies to our CEO, CFO, the President, the Controller and other Senior
Financial Officers identified by our Board of Directors. You can find each code on our website by going to the following
address: www.clearwaterpaper.com, selecting “Investor Relations” and “Corporate Governance,” then selecting the
link for “Code of Business Conduct and Ethics" or "Code of Ethics for Senior Financial Officers.” We will post any
amendments, as well as any waivers that are required to be disclosed by the rules of either the SEC or the New York
Stock Exchange, on our website. To date, no waivers of the Code of Ethics for Senior Financial Officers have been
considered or granted.
Our Board of Directors has adopted corporate governance guidelines and charters for the Board of Directors’ Audit
Committee, Compensation Committee, and Nominating and Governance Committee. You can find these documents
on our website by going to the following address: www.clearwaterpaper.com, selecting “Investor Relations” and
“Corporate Governance,” then selecting the appropriate link.
The Audit Committee of our Board of Directors is an “audit committee” for purposes of Section 3(a)(58) of the Exchange
Act. As of December 31, 2015, the members of that committee were Boh A. Dickey (Chair), Beth E. Ford, and William
D. Larsson. The Board of Directors has determined that Messrs. Dickey and Larsson are each an “audit committee
financial expert” and that all of the members of the Audit Committee are “independent” as defined under the applicable
rules and regulations of the SEC and the listing standards of the New York Stock Exchange.
ITEM 11.
Executive Compensation
Information required by Item 11 of Part III is included under the heading “Executive Compensation Discussion and
Analysis” in our 2016 Proxy Statement, to be filed on or about March 22, 2016, relating to our 2016 Annual Meeting
of Stockholders and is incorporated herein by reference.
85
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Information required by Item 12 of Part III is included in our 2016 Proxy Statement, to be filed on or about March 22,
2016, relating to our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
The following table provides certain information as of December 31, 2015, with respect to our equity compensation
plans:
Plan Category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
Number Of Securities
To Be Issued Upon
Exercise Of
Outstanding Options,
Warrants And Rights1
Weighted Average
Exercise Price Of
Outstanding Options,
Warrants And Rights2
Number of Securities
Remaining Available
For Future Issuance
Under Equity
Compensation Plans
570,951
—
570,951
—
—
—
2,068,095
—
2,068,095
1
Includes 185,126 performance shares, 277,693 stock options, and 108,132 restricted stock units, or RSUs, which are the maximum number
of shares that could be awarded under the performance share, stock option, and RSU programs, not including future dividend equivalents, if
any are paid.
2 Performance shares and RSUs do not have exercise prices, and since there are no stock options that are vested, they do not have exercise
prices. As such there are no shares to include in the weighted average exercise price calculation.
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
Information required by Item 13 of Part III is included under the heading “Transactions with Related Persons” in our
2016 Proxy Statement, to be filed on or about March 22, 2016, relating to our 2016 Annual Meeting of Stockholders
and is incorporated herein by reference.
ITEM 14.
Principal Accounting Fees and Services
Information required by Item 14 of Part III is included under the heading “Fees Paid to Independent Registered Public
Accounting Firm” in our 2016 Proxy Statement, to be filed on or about March 22, 2016, relating to our 2016 Annual
Meeting of Stockholders and is incorporated herein by reference.
86
PART IV
ITEM 15.
Exhibits, Financial Statement Schedules
FINANCIAL STATEMENTS
Our consolidated financial statements are listed in the Index to Consolidated Financial Statements on page 40 of this
report.
FINANCIAL STATEMENT SCHEDULES
All schedules have been omitted because the required information is not present or is not present in amounts sufficient
to require submission of the schedule, or because the information required is included in the consolidated financial
statements, including the notes thereto.
EXHIBITS
Exhibits are listed in the Exhibit Index on pages 89-94 of this report.
87
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CLEARWATER PAPER CORPORATION
(Registrant)
By
/S/ Linda K. Massman
Linda K. Massman
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: February 19, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
By
By
By
/S/ Linda K. Massman
Linda K. Massman
/S/ John D. Hertz
John D. Hertz
/S/ Robert N. Dammarell
Robert N. Dammarell
President, Chief Executive Officer
and Director (Principal Executive
Officer)
Senior Vice President, Finance
and Chief Financial Officer (Duly
Authorized Officer; Principal
Financial Officer)
Vice President, Corporate
Controller (Duly Authorized
Officer; Principal Accounting
Officer)
Date
February 19, 2016
February 19, 2016
February 19, 2016
*
Boh A. Dickey
*
Frederic W. Corrigan
*
Beth E. Ford
*
Kevin J. Hunt
*
William D. Larsson
*
Michael T. Riordan
Director and Chair of the Board
February 19, 2016
February 19, 2016
February 19, 2016
February 19, 2016
February 19, 2016
February 19, 2016
*By
/S/ Michael S. Gadd
Michael S. Gadd
(Attorney-in-fact)
Director
Director
Director
Director
Director
88
Exhibit Index
EXHIBIT
NUMBER
2.1*
3.1*
3.2*
4.1*
4.2*
4.3*
4.4*
4.5*
10.1*
10.1(i)*
10.1(ii)*
10.1(iii)*
DESCRIPTION
Separation and Distribution Agreement, dated December 15, 2008, between Clearwater
Paper Corporation (the “Company”) and Potlatch Corporation (incorporated by reference to
Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission (the “Commission”) on December 18, 2008).
Restated Certificate of Incorporation of the Company, effective as of December 16, 2008, as
filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December
18, 2008).
Amended and Restated Bylaws of the Company, effective as of December 16, 2008
(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed
with the Commission on December 18, 2008).
Indenture, dated as of January 23, 2013, by and among Clearwater Paper Corporation (the
“Registrant”), the Guarantors (as defined therein) and U.S. Bank National Association, as
trustee, (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form
8-K filed with the Commission on January 24, 2013).
Form of 4.500% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed with the Commission on January 24, 2013).
Registration Rights Agreement, dated as of January 23, 2013, by and among the Registrant,
the Guarantors (as defined therein), Goldman Sachs & Co. and Merrill Lynch, Pierce Fenner
& Smith Incorporated, as the initial purchasers, (incorporated by reference to Exhibit 4.3 to
the Company's Current Report on Form 8-K filed with the Commission on January 24, 2013).
Indenture, dated as of July 29, 2014, by and among Clearwater Paper Corporation (the
“Registrant”), the Guarantors (as defined therein) and U.S. Bank National Association, as
trustee, (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form
8-K filed with the Commission on July 29, 2014).
Form of 5.375% Senior Notes due 2025 (incorporated by reference as Exhibit A to the
Indenture filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the
Commission on July 29, 2014).
Loan and Security Agreement, dated as of November 26, 2008, by and among the Company
and Bank of America, N.A., as administrative agent, and the lenders party thereto
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the Commission on December 3, 2008).
First Amendment to Loan and Security Agreement, dated as of September 15, 2010, by and
among the financial institutions signatory thereto, Bank of America, N.A. and the Company
(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed
with the Commission on September 21, 2010).
Second Amendment to Loan and Security Agreement, dated as of October 22, 2010, by and
among the financial institutions signatory thereto, Bank of America, N.A. and the Company
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the Commission on October 27, 2010).
Third Amendment to Loan and Security Agreement, dated as of February 7, 2011, by and
among the financial institutions signatory thereto, Bank of America, N.A. and the Company
(incorporated by reference to Exhibit 10.3(iii) to the Company’s Annual Report on Form 10-
K filed with the Commission on March 11, 2011).
89
10.1(iv)*
10.1(v)*
10.1(vi)*
10.1(vii)*
10.1(viii)*
10.1(ix)*
10.1(x)*
10.1(xi)*
10.2*1
10.3*1
10.3(i)*1
10.3(ii)*1
10.41
Fourth Amendment to Loan and Security Agreement, dated as of March 2, 2011, by and
among the financial institutions signatory thereto, Bank of America, N.A. and the Company
(incorporated by reference to Exhibit 10.3(iv) to the Company’s Annual Report on Form 10-
K filed with the Commission on March 11, 2011).
Fifth Amendment to Loan and Security Agreement, dated as of August 17, 2011, by and
among the financial institutions signatory thereto, Bank of America, N.A. and the Company
(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q
filed with the Commission for the quarter ended September 30, 2011).
Sixth Amendment to Loan and Security Agreement, dated as of September 28, 2011, by and
among the financial institutions signatory thereto, Bank of America, N.A. and the Company
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the Commission on September 30, 2011).
Seventh Amendment to Loan and Security Agreement, dated as of September 27, 2012, by
and among the financial institutions signatory thereto, Bank of America, N.A. and the Company
(incorporated by reference to Exhibit 10.3(vii) to the Company's Annual Report on Form 10-
K filed with the Commission on February 25, 2013).
Eighth Amendment to Loan and Security Agreement, dated as of January 17, 2013, by and
among the financial institutions signatory thereto, Bank of America, N.A. and the Company
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the Commission on January 24, 2013).
Ninth Amendment to Loan and Security Agreement, dated as of July 24, 2014, by and among
the financial institutions signatory thereto, Bank of America, N.A. and the Company
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the Commission on July 29, 2014).
Tenth Amendment to Loan and Security Agreement, dated as of December 30, 2014, by and
among the financial institutions signatory thereto, Bank of America, N.A. and the Company
(incorporated by reference to Exhibit 10.1(x) to the Company's Annual Report on Form 10-
K filed with the Commission on February 26, 2015).
Eleventh Amendment to Loan and Security Agreement, dated as of September 28, 2015, by
and among the financial institutions signatory thereto, Bank of America, N.A. and the Company
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
filed with the Commission for the quarter ended September 30, 2015).
Form of Indemnification Agreement entered into between the Company and each of its
directors and executive officers (incorporated by reference to Exhibit 10.15 to Amendment
No. 4 to the Company’s Registration Statement on Form 10 filed with the Commission on
November 19, 2008).
Employment Agreement between Linda K. Massman and the Company, dated effective
January 1, 2013 (incorporated by reference to Exhibit 10.7 to the Company's Annual Report
on Form 10-K filed with the Commission on February 25, 2013).
Clearwater Paper Corporation 2008 Stock Incentive Plan-Restricted Stock Unit Agreement,
dated as of January 1, 2013, with Linda K. Massman (incorporated by reference to Exhibit
10.7(i) to the Company's Annual Report on Form 10-K filed with the Commission on February
25, 2013).
Clearwater Paper Corporation 2008 Stock Incentive Plan - Amendment to Restricted Stock
Unit Agreement dated as of January 1, 2015 with Linda K. Massman (incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the
Commission for the quarter ended June 30, 2015).
Employment Agreement between Linda K. Massman and the Company, dated effective
January 1, 2016.
90
10.5*1
10.6*1
10.6(i)*1
10.6(ii)*1
10.6(iii)*1
10.6(iv)1
10.7*1
10.7(i)*1
10.7(ii)*1
10.7(iii)*1
10.7(iv)*1
10.7(v)*1
Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the Commission on May 8, 2015).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Performance Share
Agreement, to be used for annual performance share awards approved subsequent to
December 31, 2011 (incorporated by reference to Exhibit 10.6 to the Company’s Current
Report on Form 8-K filed with the Commission December 14, 2011).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Performance Share
Agreement as amended and restated February 11, 2014, to be used for annual performance
share awards approved subsequent to December 31, 2013, (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission February
18, 2014).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Amendment of
Performance Share Agreement, effective as of January 1, 2015 (incorporated by reference
to Exhibit 10.5(ii) to the Company's Annual Report on Form 10-K filed with the Commission
on February 26, 2015).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Performance Share
Agreement to be used for annual performance share awards approved subsequent to
December 31, 2014 (incorporated by reference to Exhibit 10.5(iii) to the Company's Annual
Report on Form 10-K filed with the Commission on February 26, 2015).
Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan—Form of
Performance Share Agreement to be used for annual performance share awards approved
subsequent to December 31, 2015.
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit
Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on
Form 8-K filed with the Commission on December 19, 2008).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit
Agreement, as amended and restated May 12, 2009, to be used for restricted stock unit
awards approved subsequent to May 12, 2009 (incorporated by reference to Exhibit 10.12(i)
to the Company’s Quarterly Report on Form 10-Q filed with the Commission for the quarter
ended June 30, 2009).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit
Agreement, as amended and restated December 1, 2009, to be used for annual restricted
stock unit awards approved subsequent to December 31, 2009, (incorporated by reference
to Exhibit 10.12(ii) to the Company's Current Report on Form 8-K filed with the Commission
on December 4, 2009).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of RSU Deferral Agreement
for Founders Grant RSUs (incorporated by reference to Exhibit 10.4 to the Company’s Current
Report on Form 8-K filed with the Commission on December 14, 2011).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit
Agreement, to be used for annual restricted stock unit awards approved subsequent to
December 31, 2011 (incorporated by reference to Exhibit 10.5 to the Company’s Current
Report on Form 8-K filed with the Commission on December 14, 2011).
Clearwater Paper Corporation 2008 Stock Incentive Plan-Form of Restricted Stock Unit
Agreement, to be used for special restricted stock unit awards (incorporated by reference to
Exhibit 10.10(vii) to the Company's Quarterly Report on Form 10-Q filed with the Commission
for the quarter ended September 30, 2012).
91
10.7(vi)*1
10.7(vii)*1
10.7(viii)*1
10.7(ix)*1
10.7(x)*1
10.7(xi)*1
10.7(xii)1
10.8*1
10.8(i)*1
10.8(ii)*1
10.8(iii)1
10.9*1
10.10*1
Clearwater Paper Corporation 2008 Stock Incentive Plan-Form of RSU Deferral Agreement
for Annual LTIP RSUs (incorporated by reference to Exhibit 10.10(viii) to the Company's
Quarterly Report on Form 10-Q filed with the Commission for the quarter ended September
30, 2012).
Clearwater Paper Corporation 2008 Stock Incentive Plan-Form of Restricted Stock Unit
Agreement, to be used for annual restricted stock unit awards approved subsequent to
December 31, 2013 (incorporated by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K filed with the Commission on February 18, 2014).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit
Agreement, to be used for special restricted stock unit awards (incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Commission for
the quarter ended June 30, 2014).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Amendment of Restricted
Stock Unit Agreement, effective as of January 1, 2015 (incorporated by reference to Exhibit
10.6(ix) to the Company's Annual Report on Form 10-K filed with the Commission on February
26, 2015).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit
Agreement, to be used for annual restricted stock unit awards approved subsequent to
December 31, 2014 (incorporated by reference to Exhibit 10.6(x) to the Company's Annual
Report on Form 10-K filed with the Commission on February 26, 2015).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit
Agreement, to be used for special restricted stock unit awards approved subsequent to
December 31, 2014 (incorporated by reference to Exhibit 10.6(xi) to the Company's Annual
Report on Form 10-K filed with the Commission on February 26, 2015).
Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan—Form of
Restricted Stock Unit Agreement, to be used for restricted stock unit awards approved
subsequent to December 31, 2015.
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Stock Option Agreement
(incorporated by reference to Exhibit 10.3 to the Company’s current Report on Form 8-K filed
with the Commission on February 18, 2014).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Amendment of Stock
Option Agreement, effective as of January 1, 2015 (incorporated by reference to Exhibit 10.7
(i) to the Company's Annual Report on Form 10-K filed with the Commission on February 26,
2015).
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Stock Option Agreement,
to be used for annual restricted stock unit awards approved subsequent to December 31,
2014 (incorporated by reference to Exhibit 10.7(ii) to the Company's Annual Report on Form
10-K filed with the Commission on February 26, 2015).
Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan—Form of
Stock Option Agreement, to be used for annual restricted stock unit awards approved
subsequent to December 31, 2015.
Clearwater Paper Corporation Annual Incentive Plan (incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 9,
2014).
Amended and Restated Clearwater Paper Corporation Management Deferred Compensation
Plan (incorporated by reference to Exhibit 10.15(i) to the Company’s Quarterly Report on
Form 10-Q filed with the Commission for the quarter ended March 31, 2010).
92
10.10(i)*1
10.11*1
10.12*1
10.12(i)*1
10.13*1
10.13(i)*1
10.14*1
10.15*1
10.16*1
10.16(i)*1
10.17*1
(12)
(21)
(23)
(24)
(31)
(32)
Amendment to Clearwater Paper Corporation Management Deferred Compensation Plan,
dated December 17, 2013 (incorporated by reference to Exhibit 10.11(i) to the Company’s
Annual Report on Form 10-K filed with the Commission on February 20, 2014).
Clearwater Paper Executive Severance Plan (incorporated by reference to Exhibit 10.12 to
the Company’s Annual Report on Form 10-K filed with the Commission on February 20, 2014).
Amended and Restated Clearwater Paper Corporation Salaried Supplemental Benefit Plan
(incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K
filed with the Commission for the year ended December 31, 2011).
Amendment to Clearwater Paper Corporation Salaried Supplemental Benefit Plan, dated
December 17, 2013 (incorporated by reference to Exhibit 10.13(i) to the Company’s Annual
Report on Form 10-K filed with the Commission on February 20, 2014).
Clearwater Paper Corporation Benefits Protection Trust Agreement (incorporated by
reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the
Commission for the year ended December 31, 2008).
Amendment to the Clearwater Paper Corporation Benefits Protection Agreement, dated
August 8, 2013 (incorporated by reference to Exhibit 10.16(i) to the Company's Quarterly
Report on Form 10-Q filed with the Commission for the quarter ended September 30, 2013).
Clearwater Paper Corporation Deferred Compensation Plan for Directors (incorporated by
reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the
Commission on December 19, 2008).
Clearwater Paper Change of Control Plan (incorporated by reference to Exhibit 10.16 to the
Company’s Annual Report on Form 10-K filed with the Commission on February 20, 2014).
Offer Letter, dated June 25, 2012, with John D. Hertz, (incorporated by reference to Exhibit
10.10(vi) to the Company's Quarterly Report on Form 10-Q filed with the Commission for the
quarter ended June 30, 2012).
Clearwater Paper Corporation 2008 Stock Incentive Plan-Restricted Stock Unit Award, dated
July 3, 2012, with John D. Hertz (incorporated by reference to Exhibit 10.18 to the Company's
Quarterly Report on Form 10-Q filed with the Commission for the quarter ended June 30,
2012).
Separation and General Release Agreement entered into by Clearwater Paper Corporation
and Thomas A. Colgrove, dated July 17, 2015 (incorporated by reference to Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q filed with the Commission for the quarter
ended June 30, 2015).
Computation of Ratio of Earnings to Fixed Charges.
Clearwater Paper Corporation Subsidiaries.
Consent of Independent Registered Public Accounting Firm.
Powers of Attorney.
Rule 13a-14(a)/15d-14(a) Certifications.
Furnished statements of the Chief Executive Officer and Chief Financial Officer under 18
U.S.C. Section 1350.
93
101
*
1
Pursuant to Rule 405 of Regulation S-T, the following financial information from the
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, is formatted
in XBRL interactive data files: (i) Consolidated Statements of Operations for the years ended
December 31, 2015, 2014 and 2013; (ii) Consolidated Statements of Comprehensive Income
for the years ended December 31, 2015, 2014 and 2013; (iii) Consolidated Balance Sheets
at December 31, 2015 and 2014, (iv) Consolidated Statements of Cash Flows for the years
ended December 31, 2015, 2014 and 2013, (v) Consolidated Statements of Stockholders’
Equity for the years ended December 31, 2015, 2014 and 2013 and (vi) Notes to Consolidated
Financial Statements.
Incorporated by reference.
Management contract or compensatory plan, contract or arrangement.
94
Performance Graph
The below graph compares the cumulative total stockholder return of our common stock for the period beginning
December 31, 2010 and ending December 31, 2015, with the cumulative total return during such period of the
Russell 2000® Index and the S&P MidCap 400® Index (excluding those companies classified as members of
the GICS® Financials sector). The comparison assumes $100 was invested on December 31, 2010, in our
common stock and in the indices and assumes dividends were reinvested. The stock performance shown on
the below graph represents historical stock performance and is not necessarily indicative of future stock price
performance.
We measure our relative corporate performance for purposes of performance-based equity awards issued to our
executive officers against either a peer group of companies or a specific index. Each year, a peer group or
index is established to apply to performance-based equity awards issued in that year. We currently measure
our relative performance, for purposes of performance-based equity awards, against a specific index, the S&P
MidCap 400® Index (excluding those companies classified as members of the GICS® Financials sector). The
cumulative return for that index is listed below.
Comparison of Cumulative Five Year Total Return*
$200
$150
$100
$50
$0
12/31/10
12/31/11
12/31/12
12/31/13
12/31/14
12/31/15
Clearwater Paper Corporation
Russell 2000(cid:138) Index
S&P MidCap 400® Index (excluding members of the GICS® Financials sector)
*This comparison assumes $100 was invested on December 31, 2010, in our common stock and in the indices
and assumes dividends were reinvested.
Corporate Information
MANAGEMENT
Linda K. Massman
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)
John D. Hertz
(cid:54)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)(cid:3)
Patrick T. Burke
Senior Vice President, Group President - Consumer Products
and Pulp and Paperboard Divisions
Danny G. Johansen
Senior Vice President
Michael S. Gadd
Senior Vice President, General Counsel and Corporate Secretary
Kari G. Moyes
Senior Vice President, Human Resources
BOARD OF DIRECTORS
Boh A. Dickey
Chair of the Board, Director since 2008
Fredric W. Corrigan
Director since 2009
Beth E. Ford
Director since 2013
Kevin J. Hunt
Director since 2013
William D. Larsson
Director since 2008
Linda K. Massman
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:191)(cid:70)(cid:72)(cid:85)(cid:15)(cid:3)(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:3)(cid:86)(cid:76)(cid:81)(cid:70)(cid:72)(cid:3)2013
Michael T. Riordan
Director since 2008
EXECUTIVE OFFICES
601 West Riverside Avenue
Suite 1100
Spokane, WA 99201
Phone: 509.344.5900
FORWARD-LOOKING STATEMENTS
STOCK LISTING
Clearwater Paper common stock is listed under the
symbol CLW on the New York Stock Exchange.
ANNUAL MEETING
The 2016 Annual Meeting of Stockholders will be held on Monday,
May 2, 2016, at 9:00(cid:3)(cid:68)(cid:17)(cid:80)(cid:17)(cid:3)(cid:11)(cid:51)(cid:68)(cid:70)(cid:76)(cid:191)(cid:70)(cid:3)(cid:55)(cid:76)(cid:80)(cid:72)(cid:12)(cid:17)(cid:3)(cid:55)(cid:75)(cid:72)(cid:3)(cid:80)(cid:72)(cid:72)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:90)(cid:76)(cid:79)(cid:79)(cid:3)(cid:69)(cid:72)(cid:3)(cid:75)(cid:72)(cid:79)(cid:71)(cid:3)(cid:68)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)
Grand Hyatt, 721 Pine Street, Seattle, Washington, 98101.
TRANSFER AGENT
MAILING ADDRESSES
Shareholder correspondence should be mailed to:
Computershare
P.O. BOX 30170
College Station, TX 77842-3170
Overnight correspondence should be sent to:
Computershare
211 Quality Circle, Suite 210
College Station, TX 77845
SHAREHOLDER WEBSITE
www.computershare.com/investor
Shareholder online inquiries
https://www-us.computershare.com/investor/Contact
Toll Free Number
Outside the U.S.
Hearing Impaired
TDD International Shareholders
ADDITIONAL INFORMATION
866-205-6799
201-680-6578
800-490-1493
781-575-2694
(cid:38)(cid:82)(cid:83)(cid:76)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:182)(cid:86)(cid:3)(cid:191)(cid:79)(cid:76)(cid:81)(cid:74)(cid:86)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:54)(cid:72)(cid:70)(cid:88)(cid:85)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:40)(cid:91)(cid:70)(cid:75)(cid:68)(cid:81)(cid:74)(cid:72)(cid:3)
Commission, the company’s Corporate Governance Guidelines, Code
of Business Conduct and Ethics, and Charters of the Committees of
the Board of Directors are available free of charge at the company’s
website, www.clearwaterpaper.com.
This report contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995(cid:15)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:85)(cid:72)(cid:74)(cid:68)(cid:85)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:76)(cid:70)(cid:3)(cid:70)(cid:68)(cid:83)(cid:76)(cid:87)(cid:68)(cid:79)(cid:3)(cid:83)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:86)(cid:15)(cid:3)(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:83)(cid:79)(cid:68)(cid:81)(cid:15)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3)(cid:72)(cid:73)(cid:191)(cid:70)(cid:76)(cid:72)(cid:81)(cid:70)(cid:76)(cid:72)(cid:86)(cid:15)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:3)(cid:72)(cid:73)(cid:73)(cid:72)(cid:70)(cid:87)(cid:76)(cid:89)(cid:72)(cid:81)(cid:72)(cid:86)(cid:86)(cid:15)(cid:3)(cid:85)(cid:72)(cid:71)(cid:88)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:76)(cid:81)(cid:3)
operational complexity, market conditions, shareholder value, cash generation and return on invested capital. These forward-looking statements are
based on management’s current expectations, estimates, assumptions and projections that are subject to change. Our actual results of operations
may differ materially from those expressed or implied by the forward-looking statements contained in this report. Important factors that could cause or
contribute to such differences include those discussed in the “Risk Factors” and “Developments and Trends in Our Business” sections contained in
our Annual Report on Form 10-K for the year ended December 31, 2015, which is in this report. Forward-looking statements contained in this report
present management’s views only as of the date of this report. We undertake no obligation to publicly update forward-looking statements, whether as
a result of new information, future events or otherwise.
FSC®-CERTIFIED PAPER
(cid:38)(cid:79)(cid:72)(cid:68)(cid:85)(cid:90)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)(cid:51)(cid:68)(cid:83)(cid:72)(cid:85)(cid:3)(cid:38)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:182)(cid:86)(cid:3)(cid:36)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:3)(cid:53)(cid:72)(cid:83)(cid:82)(cid:85)(cid:87)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:83)(cid:85)(cid:76)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:53)(cid:53)(cid:3)(cid:39)(cid:82)(cid:81)(cid:81)(cid:72)(cid:79)(cid:79)(cid:72)(cid:92)(cid:3)(cid:72)(cid:81)(cid:87)(cid:76)(cid:85)(cid:72)(cid:79)(cid:92)(cid:3)(cid:82)(cid:81)(cid:3)(cid:41)(cid:54)(cid:38)(cid:16)(cid:70)(cid:72)(cid:85)(cid:87)(cid:76)(cid:191)(cid:72)(cid:71)(cid:3)(cid:83)(cid:68)(cid:83)(cid:72)(cid:85)(cid:17)(cid:3)(cid:38)(cid:75)(cid:68)(cid:76)(cid:81)(cid:16)(cid:82)(cid:73)(cid:16)(cid:38)(cid:88)(cid:86)(cid:87)(cid:82)(cid:71)(cid:92)(cid:3)(cid:70)(cid:72)(cid:85)(cid:87)(cid:76)(cid:191)(cid:70)(cid:68)(cid:87)(cid:72)(cid:3)
TT-COC-004624. The Annual Report was printed on Domtar Financial Opaque Text manufactured from FSC-recycled content.
Clearwater Paper Corporation
601 West Riverside Avenue, Suite 1100
Spokane, WA 99201
www.clearwaterpaper.com