Clearwater Paper Corporation

2
0
2
4
A N N U A L
R E P O R T


1
KEY
PERFORMANCE,
CSR AND
ENVIRONMENTAL
HIGHLIGHTS
2
CORPORATE
R
GOVERNANCE AND
BOARD OF
DIRECTORS
3
CORPORATE
R
RESPONSIBILITY 4
EXECUTIVE
COMPENSATION
DISCUSSION AND
TABLES
5
AUDIT
COMMITTEE
REPORT
6
ANNUAL MEETING
INFORMATION 7
PROPOSALS
Clearwa
r
ter Paper Corporation 2025
Letter from our CEO
Dear Clearwater Paper stockholders and stakeholders,
2024 was a transformational year for Clearwater Paper. We took significant strategic steps to become a
premier independent paperboard packaging supplier focused on servicing North American converters.
The first step was the acquisition in May of the Augusta, Georgia, paperboard manufacturing facility from
Graphic Packaging. Augusta is a great fit for our network, and we are continuing our effo
f
rts to
successfully integrate the mill into our operations. We now have a national geographic footprint with our
Lewiston, Idaho, mill covering the western part of the U.S., our Cypress Bend, Arkansas, mill FRYHULQJ
the central part and our Augusta, Georgia mill covering the East. 7KHVH PLOOV KDYH DQ DQQXDO FDSDFLW\
of approximately 1.4 million tons of SBS and can produce around 1.4 million tons of pulp per year. Consumer preferences for
fiber-based packaging are creating significant growth potential, which will require us to continue to innovate and invest. We are
partnering with our converter customers to develop new products and deliver innovative solutions that consumers are looking
for – and to do this in the near teUm.
The second step was the sale of the tissue business in November. Thanks to the effo
f
rts of our team, the tissue business delivered
excellent financial and operational results over the past couple of years. This outstanding perfo
f rmance enabled a $1.06 billion sale of
Clearwater Paper for future growth.
While we remain optimistic about the long-term prospect of paperboard packaging, the SBS industry was in a down-cycle in 2024,
with supply exceeding demand, resulting in operating rates at around 85%. Under normal conditions based on historical results, our
industry operating rates would be between 90 and 95%. Since we can’t predict the timing of an industry recovery, we have made
tough but necessary decisions to reduce our fixed cost structure in 2025. This involved eliminating 10% of all positions across the
company along with other cost reduction actions. We are aiming to reduce our fixed cost structure by approximately 10% in 2025,
which is expected to deliver $40 to $50 million in annual run rate savings by the end of the year.
After taking the significant strategic steps to transform our business, and making the difficult decisions to reduce costs, we remain
fully committed to our core values and to operating in sustainable ways. I want to point out a few 2024 highlights that demonstrate
this commitment:

We had one significant injury in 2024, a 75% reduction from 2023; however, our goal is always zero.

We reduced identified safety risks by more than 20% through our Aspects and Impacts process.

We were recognized by the Pulp & Paper Safety Association (PPSA) with The Safety Innovator and Safety Committee awards
at the Annual PPSA Conference.

We received the Leadership in Sustainability award from the American Forest and Paper Association for our work driving
transformative change in SBS sustainability, specifically tied to our NuVo® and ReMagine® products.

We partnered with The Water Council to improve our water stewardship perfor
f
mance and reporting.
With our strong balance sheet and strategic clarity – and guided by our values – we believe that we are well positioned to weather the
current SBS down-cycle and grow and diversify our business and products in partnership with our customers.
Thank you for the trust that you place in all of us at Clearwater Paper.
Sincerely,
Arsen S. Kitch
President and Chief Executive Officer
1
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1
KEY
PERFORMANCE,
CSR AND
ENVIRONMENTAL
HIGHLIGHTS
2
CORPORATE
R
GOVERNANCE AND
BOARD OF
DIRECTORS
3
CORPORATE
R
RESPONSIBILITY 4
EXECUTIVE
COMPENSATION
DISCUSSION AND
TABLES
5
AUDIT
COMMITTEE
REPORT
6
ANNUAL MEETING
INFORMATION 7
PROPOSALS
Clearwa
r
ter Paper Corporation 2025
2024 PERFORMANCE HIGHLIGHTS
Net Income
$196M
Adjusted EBITDA*
$182M
STRATEGIC
•
Transformed our business into a focused and premier supplier of paperboard to North America converters.
AUGUSTA
T
PAPERBOARD MILL
I
•
$700 million purchase effe
f
ctive May 1, 2024.
•
Increased SBS capacity to 1.4 million tons and was a critical factor in growing net sales of continuing
operations by 22% year-over-year.
SALE OF CONSUMER PRODUCTS
T
DIVISION
•
$1.06 billion sale effe
f
ctive November 1, 2024 which generated $992.5 million in net proceeds.
CAPITAL STRUCTURE
•
Continued to maintain strong financial flexibility.
•
Reduced net debt by $19 million and eliminated all but $275 million of 2028 notes with 4.75% interest
rate.
•
Repurchased $10 million of stock and launched new repurchase program with a $100 million repurchase
authorization.
*In addition to disclosing financial results from continuing and discontinued operations calculated in accordance with U.S.
generally accepted accounting principles (“GAAP”), we disclose Adjusted EBITDA from total operations which includes
both continuing and discontinued operations. The company discloses Adjusted EBITDA from total operations because
management believes this assists investors and analysts in comparing the company's perfor
f
mance across reporting
periods on a consistent basis by excluding items that the company does not believe are indicative of its core operating
perfor
f
mance. In addition, the company uses Adjusted EBITDA from total operations: (i) as a factor in evaluating
management’s perfo
r
rmance when determining incentive compensation, (ii) to evaluate the effe
f
ctiveness of the company's
business strategies, and (iii) because the company's credit agreement and the indentures governing the company's
outstanding notes use metrics similar to Adjusted EBITDA from total operations to measure the company's compliance
with certain covenants. The company believes that Adjusted EBITDA from total operations, which excludes other
operating credits and charges, net, interest expense, net, income tax (benefit) expense and depreciation and amortization,
gain on sale of discontinued operations, and other non-operating items is a useful measure for evaluating our ability to
generate earnings and that providing this measure will allow investors to more readily compare the earnings referred to in
the press release to the company's earnings for past and future periods. It should be noted that other companies may
present similarly-titled measures differently and, therefore, as presented by the company may not be comparable to
2

1
KEY
PERFORMANCE,
CSR AND
ENVIRONMENTAL
HIGHLIGHTS
2
CORPORAT
R
E
GOVERNANCE AND
BOARD OF
DIRECTORS
3
CORPORAT
R
E
RESPONSIBILITY 4
EXECUTIVE
COMPENSATION
DISCUSSION AND
TABLES
5
AUDIT
COMMITTEE
REPORT
6
ANNUAL MEETING
INFORMATION 7
PROPOSALS
Clearwa
r
ter Paper Corporation 2025
similarly-titled measures reported by other companies. In addition, Adjusted EBITDA from total operations has material
limitations as a perfo
r
rmance measures because it excludes items that are actually incurred or experienced in connection
with the operations of the company's business. A reconciliation of Adjusted EBITDA may be found under the heading
Reconciliation of Non-GAAP
A
Financial Measures in the company’s 2025 Proxy Statement.
3

1
KEY
PERFORMANCE,
CSR AND
ENVIRONMENTAL
HIGHLIGHTS
2
CORPORAT
R
E
GOVERNANCE AND
BOARD OF
DIRECTORS
3
CORPORAT
R
E
RESPONSIBILITY 4
EXECUTIVE
COMPENSATION
DISCUSSION AND
TABLES
5
AUDIT
COMMITTEE
REPORT
6
ANNUAL MEETING
INFORMATION 7
PROPOSALS
Clearwa
r
ter Paper Corporation 2025
CORPORATE SOCIAL RESPONSIBILITY (CSR)
AND ENVIRONMENTAL HIGHLIGHTS
Clearwater Paper is a values driven
organization, and seeks to maximize our
positive impact using our “Everyday
Responsibility” sustainability framework, which
integrates our three key sustainability priorities,
namely resource stewardship, trusted products,
and thriving people & communities.
Using this framework, our Board and
management carefully consider the impact our
decisions have beyond our bottom line. We 
believe that our commitment to the environment,
the communities in which we do business, and
the health, safety and equal opportunity for all of
our employees is the foundation of our long-
term success.
We continued to disclose our climate actions
through the CDP (for
f
merly the Carbon
Disclosure Project), and work to invest in energy
and resource effif ciency projects such as our
work with the Water Council to improve our
water stewardship perfo
r
rmance and reporting.
In 2024, the American Forest and Paper
Association (AFPA) recognized Clearwater with a 2024 Leadership in Sustainability Award for our “Future is Fiber”
initiative and our commitment to integrating post-consumer recycled materials into our Candesce®, NuVo® and ReMagine®
product lines.
We also continued to make strides in reducing safety risks, including more than a 20% reduction in identified safety risks
and a 75% reduction in significant injuries in 2024 as compared to 2023.
We are proud to highlight our sustainability commitments in the Corporate Responsibility section of our 2025 Proxy
Statement and in our 2024 Sustainability Report, which can be found on our website at www.clearwa
r
terpaper.c
r om under
“Sustainability.” The Sustainability Report includes our goals to reduce greenhouse gas emissions.
4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
¨
TRANS
R
ITION 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 CORPORAT
R
ION
(Exact name of registrant as specified in its charter)
Delaware
20-3594554
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
601 West Riverside, Suite 1100
99201
Spokane, WA
(Address of principal executive offi
f ces)
(Zip Code)
(509) 344-5900
(Registrant’s telephone number, including area code)
Securities regi
e st
i ered pursu
r
ant to Section 12(b)
(
of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock ($0.0001 par value per share)
CLW
New York Stock Exchange
Securities regi
e st
i ered pursu
r
ant 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
ý 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
ý 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 subj
u ect to such filing requirements for
the past 90 days.
ý Yes
¨ No
Indicate by check mark whether the registrant has subm
u
itted electronically every
r Interactive Data File required to be subm
u
itted and posted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to subm
u
it and post
such files).
ý Yes
¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company"
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effe
f ctiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.
ý
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing

reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive offi
f cers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
¨ Yes
ý No
As of June 30, 2024, the aggregate market value of the common stock held by non-affi
f liates was $788.5 million.
As of Februa
r
ry 21, 2025, 16,175,161 shares of common stock were outstanding.
__________________________
DOCUMENTS INCORPORAT
R
ED BY REFERENCE
Portions of the definitive proxy statement for the 2025 Annual Meeting of Stockholders to be held on May 8, 2025 are incorporated by reference in Part III of
this Form 10-K.

CLEARWATER PAPER CORPORATION
Index to Form 10-K
PAGE
NUMBER
PART I
ITEM 1.
Business
3
ITEM 1A.
Risk Factors
7
ITEM 1B.
Unresolved Staff Comments
20
ITEM 1C.
Cybersecurity
20
ITEM 2.
Properties
21
ITEM 3.
Legal Proceedings
22
ITEM 4.
Mine Safety Disclosures
22
PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
23
ITEM 6.
[Reserved]
24
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
25
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
33
ITEM 8.
Financial Statements and Supplementary Data
34
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
71
ITEM 9A.
Controls and Procedures
71
ITEM 9B.
Other Information
74
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
75
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance
76
ITEM 11.
Executive Compensation
78
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
78
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
78
ITEM 14.
Principal Accounting Fees and Services
78
PART IV
ITEM 15.
Exhibits, Financial Statement Schedules
79
EM 16.
Form 10-K Summary
84
SIGNATURES
85


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 Augusta, Georgia pape
a
rboard manufact
f
ur
t
ing facility and associated business; the recent sale of our consumer
products division (our tissue business); accounting standards; our strategy; our operations and expectations; current and
anticipated borrowing and credit facilities; cash flows; capi
a tal expenditures; disclosure controls; compliance with our
loan and financing agreements; tax rates; debt repayments; operating costs; selling, general and administrative expenses;
liquidity; benefit plan funding levels; stockholder equity; interest expenses; and legal proceedings. Words such as
“anticipate,” “expect,” “intend,” “plan,” “target,” “proje
o ct,” “believe,” “schedul
d e,” “estimate,” “may,” and similar
expressions are intended to identify
f such forward-looking statements. These forward-looking statements are based on
management’s current expectations, estimates, assumptions and projections that are subj
u ect to change. Our actua
t
l 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:
•
our inability to realize the expected benefits of the Augusta, Georgia pape
a
rboard manufact
f
ur
t
ing facility
acquisition, including anticipated financial results, because of integration difficulties or other challenges;
•
purchase price adju
d stments and/or unexpected costs, charges or expenses resulting from the recent sale of our
consumer products division (tissue business);
•
the inability to successful
f ly implement our restructur
t
ing initiatives in response to the recent sale of our
consumer products division (tissue business);
•
competitive pricing pressures for our products, including as a result of capacity additions, demand reduction and
the impact of foreign currency fluctuations on the pricing of products globally;
•
the loss of,f change in price in regard to, or reduction in, orders from a significant customer;
•
changes in customer or consumer prefer
f ences for pape
a
rboard grades or subs
u
trates;
•
consolidation and vertical integration of converting operations in the pape
a
rboard industry;
r
•
cyclical industry
r conditions;
•
changes in the United States and international economies and in general economic conditions in the regions and
industries in which we operate;
•
manufac
f
turing or operating disrupt
r
ions, including equipment malfunc
f
tions and damage to our manufac
f
turing
facilities;
•
changes in the cost and availabi
a lity of wood fiber and wood pulp;
•
changes in energy, chemicals, packaging and freight costs and disrupt
r
ions in transportation services impacting
our ability to receive inputs or ship products to customers;
•
larger competitors having operational, financial and other advantages;
•
labor
a
disrupt
r
ions;
•
reliance on a limited number of third-party suppl
u
iers, vendors and service providers required for the production
of our products and our operations;
•
cyber-security risks;
•
environmental liabilities or expenditures and climate change;
•
our ability to execute on our growth and expansion strategies and other strategic initiatives;
•
our ability to successful
f ly execute capital projects and other activities to operate our assets, including effe
f ctive
maintenance, implement our operational effi
f ciencies and realize higher throughput or lower costs;
•
IT system disrupt
r
ions and IT system implementation failures;
•
changes in expenses, required contributions and potential withdrawal costs associated with our pension plans;
•
our ability to attract, motivate, train and retain qualifie
f d and key personnel;
•
our ability to service our debt obligations and restrictions on our business from debt covenants and terms;
•
changes in our banking relations;
•
negative changes in our credit agency ratings; and
1

•
changes in laws, regulations or industry
r standards affe
f cting 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 afte
f r the date of this report. You are advised, however,
to consult any further disclosures we make on related subj
u ects in our quarterly reports on Form 10-Q and current reports
on Form 8-K filed with the Securities and Exchange Commission, or SEC.
ABOUT THIRD PARTY INFORMATION
In this annual report on Form 10-K, we rely on and refer to information regarding industry
r
data obtained from market
research, publicly availabl
a e information, industry
r
publications, U.S. government sources, and other third parties.
Although we believe the information is reliabl
a e, we cannot guarantee the accuracy or completeness of the information
and have not independently verified.
2

ITEM 1.
Business
GENERAL
We are a premier manufac
f
turer and suppl
u
ier of Solid Bleached Sulfat
f e (SBS) pape
a
rboard packaging products to
independent converters in North America. We participate in a 10 million ton North American pape
a
rboard market,
represented in three segments with a broad range of applications. SBS represents approximately half of the North
American pape
a
rboard market with Coated Unbleached Kraftf (CUK) and Coated Recycled Board (CRB) comprising the
remaining portions. Our pape
a
rboard products are inherently sustainabl
a e, and we believe we are well positioned to
capitalize on sustainability trends towards renewabl
a e and recyclable materials. We produce pape
a
rboard that is then
converted and printed by independent converters and primarily used in folding carton and food service applications.
Additionally, minor amounts of pulp are sold to outside customers. We strive to develop new products and innovative
solutions to expand and diversify
f our pape
a
rboard portfol
f io. We believe that our status
t
as an independent, non-integrated
suppl
u
ier is core to our value proposition.
Our manufact
f
ur
t
ing facilities and all other assets are located within the continental United States.
We believe we are one of the five largest producers of pape
a
rboard in North America with approximately 14% of the
availabl
a e U.S. production capa
a
city in 2024. We also provide custom sheeting, slitting and cutting of pape
a
rboard products.
Acquisition and Divestiture
q
During 2024, through two transfor
f
mational transactions, we repositioned Clearwater Pape
a
r Corporation to have a
singular focus on the pape
a
rboard packaging industry.
r
We may continue to pursue acquisitions in the future as a part of
our overall growth strategy.
During the second quarter of 2024, we acquired a pape
a
rboard manufact
f
ur
t
ing facility and associated business, located in
Augusta, Georgia from Graphic Packaging International, LLC (Augusta Acquisition). We paid $700 million plus an
adju
d stment for wood inventory
r and other assets, totaling approximately $710.6 million. For more information, see Note
3, "Business Acquisition," in the Notes to the Consolidated Financial Statements included herein under "Item 8.
Financial Statements and Suppl
u
ementary Data."
During the fourth quarter of 2024, we sold our tissue business (formerly Consumer Products segment), which
manufact
f
ur
t
ed private branded tissue products, to Sofidel America Corp, a wholly owned subs
u
idiary of Sofidel S.p.A. We
received $1.06 billion in cash less adju
d stments for working capital, indebtedness and transaction expenses. For more
information, see "Note 4 Discontinued Operations" in the Notes to the Consolidated Financial Statements included herein
under "Item 8. Financial Statements and Suppl
u
ementary Data." This divestiture represents a strategic shiftf in our
operations and financial results resulting in discontinued operations accounting treatment associated with this division.
All prior periods have been recast to reflect the discontinued operations.
Products
SBS pape
a
rboard is a premium pape
a
rboard grade that is most frequently used to produce folding cartons (also includes
blister and carded packaging and top sheet), food service (including liquid packaging, cups
u
and plates) and commercial
printing items. SBS pape
a
rboard is used for such products because it is manufact
f
ur
t
ed using virgin fiber combined with the
kraftf bleaching process, which results in supe
u
rior cleanliness, brightness and consistency. SBS pape
a
rboard is ofte
f n
manufact
f
ur
t
ed with a clay coating to provide supe
u
rior surfac
f
e printing qualities.
Folding carton is the largest portion of the SBS category
r of the North American pape
a
rboard industry.
r
Within the folding
carton segment, there are varying qualities of SBS pape
a
rboard, as well as competing pape
a
rboard subs
u
trates that can be
subs
u
tituted for SBS. We focus on the high end of the folding carton category
r which requires a premium print surface and
includes uses such as packaging for pharmaceuticals, cosmetics and other premium retail goods. This generally provides
for differentiation resulting in margins that are more attractive than less demanding folding carton applications.
Food service pape
a
rboard includes both liquid packaging and cup
u and plate categories. This includes rigid containers
including juice, milk and wine sold in retail channels, premium ice cream, hot and cold cups
u
used in quick service
channels and pape
a
r plates. Our food service pape
a
rboard is known for its cleanliness and printabi
a lity, and is engineered
for supe
u
rior performance.
With the exception of our capa
a
bi
a lity to suppl
u
y just-in-time sheeting and narrow rolls, we do not produce converted
pape
a
rboard end-products, so we are not simultaneously a suppl
u
ier of and a competitor to our customers.
Sales and marketing
3

We utilize various methods for the sale and distribution of our pape
a
rboard. The majo
a rity of our pape
a
rboard is sold to
packaging converters in North America through sales managers located throughout the United States, with a smaller
percentage channeled through distribution to commercial printers. We sell sheeted pape
a
rboard products directly to
folding carton converters, merchants and commercial printers. Our principal methods of competing are product quality,
customer service and price.
Competition
p
We compete with other manufact
f
ur
t
ers of pape
a
rboard, including unbleached and recycled grades, both domestically and
internationally. Pape
a
rboard manufact
f
ur
t
ers also compete with plastic manufact
f
ur
t
ers as well as other primary and
secondary packaging materials on the basis of product performance, price, quality and customer service.
Raw Materials
Wood fiber is our principal raw material, which consists of chips, sawdus
d
t and logs. We own (or lease) and operate wood
chipping facilities which we believe bolsters our wood fiber position and provides short-term and long-term cost savings.
Additionally, we procure a portion of our pulp requirements in order to meet product specifications. We purchase
approximately 88,000 short tons of pulp which suppl
u
ements our internal production capa
a
bi
a lities.
In addition to wood fiber, we utilize a significant amount of chemicals in the production of pulp and pape
a
r, including
caustic, polyethylene, starch, sodium chlorate, latex and specialty process pape
a
r chemicals. A portion of the chemicals
used in our manufac
f
turing processes, particularly in the pulp-making process, are petroleum-based or are impacted by
petroleum prices.
Freight
g
Freight is a significant cost input for our business. Fuel prices, miles driven and line-haul rates impact our freight costs
for delivery
r of raw materials to our manufact
f
ur
t
ing facilities, internal inventory
r transfer
f s and delivery
r of our finished
products to customers.
Energy
gy
We consume subs
u
tantial amounts of energy, such as electricity, hog fuel, steam and natural gas. While we produce the
majo
a rity of our own energy needs by utilizing carbon neutral biomass, we also purchase a portion of our natural gas and
electricity under suppl
u
y contracts. 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 and have pricing mechanisms that adju
d st or set prices
based on current market conditions.
Product Development
p
Our product development resources works directly with our sales and marketing personnel to understand long-term
consumer and retailer trends with a goal of creating relevant new pape
a
rboard solutions. These innovative solutions seek
to provide customers with differentiated packaging to meet consumer prefer
f ences. Our development effo
f
rts include, but
are not limited to, light weight pape
a
rboard options that do not sacrific
f e print quality and strength; developing
compostabl
a e food service products including innovations in biodegradable barriers and coatings; and continued
investment in alternative fibers with up to 35% of post-consumer recycled content.
Seasonality
Customer buying patterns for our pape
a
rboard generally result in lower sales volumes for certain grades during the first
and fourth quarters, compared to the second and third quarters of a given year.
CLIMATE CHANGE
Climate change is an important issue to the public, governmental authorities and various other stakeholders, and is a
priority for our business. Our continuing effo
f
rts to incorporate climate risk and opportunity into our core business
strategy and disclosure include:
•
Governance - Incorporating sustainabi
a lity issues, including climate-related topics, into quarterly Board
meetings.
•
Strategy - establ
a ishing GHG reduction targets validated by the Science Based Targets initiative (SBTi) and
developing a roadmap
a to achieve reductions based upon transfor
f
med business.
•
Risk & Opportunity - Integrating climate change related risk into our enterprise risk management (ERM)
program, which provides a systematic approach to identifyi
f ng and understanding risks to the company that
4

might arise from changes in regulation and physical or operational events.
We have voluntarily provided disclosure and establ
a ished targets with respect to climate change. Satisfying these targets
has increased and may continue to increase our capital and operational costs. Achievement of these targets is subj
u ect to
various risks and uncertainties and there is no assurance that our actions or investments will meet investor expectations
or any applicable regulatory
r standards regarding sustainabi
a lity. Our failure to meet these climate targets could negatively
impact our reputation which could adversely impact our business. Moreover, our voluntary
r establ
a ishment and disclosure
of these targets may put us at a competitive disadvantage.
Metrics & Targets
•
Committing to 2030 targets to reduce Scope 1 and Scope 2 GHG emissions by 30% and Scope 3 GHG
emissions by 25%.
•
Developing a new water conservation and effl
f uent reduction target consistent with our understanding of the best
availabl
a e climate science.
•
Expanding our recyclable, compostabl
a e or marine-degradabl
a e pape
a
rboard offe
f rings to represent more than 10%
of our total SBS cups
u
tock manufac
f
turing by 2030.
•
Generating renewabl
a e fuel from our organic residual wood fiber to generate steam which is converted to
electricity, reducing the need for external energy or fuel at our Idaho and Arkansas mills.
Additional information regarding our GHG targets and strategy are availabl
a e in our 2024 Sustainabi
a lity Report, which we
prepared in accordance with the Global Reporting Initiative (GRI) Standards Core Option. Our sustainabi
a lity reports are
availabl
a e on our website at www.clearwaterpaper.com/sustainability. The information contained in these sustainabi
a lity
reports is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report
that we file with or furnish to the SEC.
GOVERNMENTAL
For a discussion of the uncertainties and business risks associated with the environmental regulations, see Part I, Item
1A, "Risk Factors—Risks Related to Our Business Operations and the Markets in Which We Operate — We are subj
u ect
to significant environmental regulation and compliance expenditures, which could increase our costs and subj
u ect us to
liabi
a lities" including information regarding environmental matters under Part II, Item 7 “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” of this report, and which is incorporated herein by reference.
HUMAN CAPITAL
Our core values of Commitment, Collabor
a
ation, Communication, Courage, and Character are the foundation that define
our culture and guide our operations to ensure that we protect, develop, and suppor
u
t our most critical stakeholders – our
employees, customers, and communities. We apply these core values throughout our organization with key focus areas of
safety and human capital management as discussed below.
Safety
The health and safety of our employees is our highest priority. We aspire to achieve zero significant workpl
k ace inju
n ries
and fatalities (SIFs) and to provide a safe, open, and accountable work environment for our employees. We have a
dedicated Environmental, Health and Safety (EH&S) team that is tasked with promoting safe working practices,
monitoring incidents, and working to reduce risks to our employees. Our EH&S team compiles and publishes regular
safety results and leverages this information to implement enhanced safety procedur
d
es and training across our operations.
We provide several channels for all employees to speak up, ask for guidance, and report concerns related to ethics or
safety violations. We address employee concerns and take appropriate actions that uphold our core values.
Human Capital Management
p
g
Our approximately 2,200 employees are instrumental to delivering on our commitments to our customers and securing
long term success for our organization. We actively work to attract and retain the best-qualifie
f d talent by offe
f ring
competitive pay and benefits, including market-competitive compensation, healthcare, paid time off,
f
parental leave,
retirement benefits, tuition assistance, employee skills development and leadership development. We have deployed
training and development programs across our organization to invest in the profes
f
sional growth of our people.
We believe that a sustained commitment to fairly treating all of our employees makes us a stronger and more competitive
organization. We are dedicated to fostering and sustaining an environment where our teammates are valued for their
unique backgrounds, knowledge, skills, and experiences. We continue to execute on these goals.
5

As of December 31, 2024, approximately 1,395 of our employees are covered under collective bargaining agreements.
Unions represent hourly employees at our manufact
f
ur
t
ing sites. For a discussion of the uncertainties and business risks
associated with employee relations, see Part I, Item 1A, "Risk Factors — Risks Related to Our Business Operations and
the Markets in Which We Operate — Our business and financial performance may be harmed by future labor
a
disrupt
r
ions."
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.
6

ITEM 1A.
Risk Factors
Our business, financial condition, results of operations and liquidity are subj
u ect to various risks and uncertainties,
including those described below, and as a result, the trading price of our common stock could decline. You should read
the following risk factors careful
f ly in connection with evaluating the Company’s business and the forward-looking
information contained in this Annual Report. Any of the following risks and uncertainties could materially and adversely
affe
f ct our business, financial condition, or operating results. While the Company believes it has identifie
f d and discussed
below the key risk factors affe
f cting our business, there may be additional risks and uncertainties that the Company does
not presently know or that does not currently believe to be significant that may adversely affe
f ct our business, financial
condition or operating results in the future.
TRANS
R
ACTION RISK FACTORS
We may
a not realiz
l e the expe
x
cted
t
benefi
e ts
i
of the acquisition of the Augu
u
stat Facilit
i
yt because of integr
e
atio
t n diffi
i
cultie
t s
or othe
t
r challe
l nges.
Our long-term growth strategy involves strengthening our position as a premier, independent suppl
u
ier of pape
a
rboard
products to North American converters. On May 1, 2024, we completed the purchase of the consumer packaging
business operating out of the pape
a
rboard mills and associated facilities in Augusta, Georgia (the “Augusta Facility”)
frf om Graphic Packaging International, LLC.
We may not be able to maintain the levels of revenue, earnings or operating effi
f ciency that we estimate for the Augusta
Facility. In addition, the success of the acquisition will depend, in part, on our ability to realize the anticipated benefits
from the acquisition, including anticipated revenue, customer growth and cost structur
t
e and production scale benefits.
The integration process has been and will continue to be complex, costly and time-consuming. The potential risks
associated with our effo
f
rts to integrate the Augusta Facility operations and business include, among others:
▪
failure to implement effe
f ctively our business plan for the addition of the operations and business into our
existing systems;
▪
unanticipated issues in integrating financial, manufac
f
turing, logistics, information, information technology,
communications and other systems;
▪
failure to retain key employees;
▪
failure to retain key customers;
▪
increased working capi
a tal needs, which could require additional debt and result in higher interest;
▪
inconsistencies in standards, controls, procedur
d
es and policies, including internal control and regulatory
r
requirements under the Sarbanes-Oxley Act of 2002; and
▪
unanticipated issues, expenses and liabi
a lities.
Further, the integration of the Augusta Facility requires the focused attention of our management team, including a
significant commitment of their time and resources, which may divert management’s attention from other business
concerns. The need for our management to focus on integration matters could have a material and adverse impact on our
sales and operating results.
Any inability by us to integrate and manage the Augusta Facility, any inability to achieve anticipated revenues, cost
savings or other anticipated benefits from the acquisition in the time frame we anticipate or any unanticipated required
increases in capi
a tal spending could adversely affe
f ct our business, financial condition, results of operations or liquidity.
The Tissu
i
e Divestitu
t
re may
a disru
i
pt
u
our remaining busine
i
ss or not achieve its intended
d
benefi
e ts
i .
On November 1, 2024, we completed the sale of our consumer products division to Sofidel America Corp. (the “Tissue
Divestiture”). A number of risks and challenges may arise from the divestiture, including purchase price adju
d stments,
unexpected costs, charges or expenses and disrupt
r
ion in our remaining business, including potential adverse changes to
relationships with customers, employees, suppl
u
iers or other parties resulting from the divestiture process. The Tissue
Divestiture may also be disrupt
r
ive to our regular operations, diverting the attention of our workforce and management
team from the day-to-day operation of our business, making the execution of business and other potential strategies more
difficult, and could result in increased undesired workforce turnover, including of key leaders or other personnel.
We may not realize some or all of the anticipated benefits from the Tissue Divestiture with respect to the anticipated
7

performance of our remaining business. The Company may experience continued financial exposure as a result of the
Tissue Divestitur
t
e, through the retention of certain liabilities, including, for example, with respect to certain
environmental claims. The Tissue Divestiture may not enhance long-term stockholder value as anticipated and/or the
effo
f
rts required to complete the divestiture process may be more costly or time-consuming than expected. Any of the
foregoing could result in the imposition of obligations that could have a material adverse effe
f ct on our business,
operating results or financial condition.
We may
a incur sign
i
ific
f ant costst or be unable to realiz
l e the expe
x
cted
t
benefi
e ts
i
and long-t
g er
t
m
r
saving
i
s
g associated
t
with
i
our
restru
t
cturing initia
t tives.
In response to the Tissue Divestiture, we have made and will continue to make certain changes to our functional and
leadership structur
t
e to reduce operating expenses and adju
d st cash flows. Additional restructur
t
ing initiatives or changes to
our functional and leadership structur
t
e may also be implemented in the future to align our operations with shifti
f ng
demands in the markets in which we operate. These restructur
t
ing initiatives may include adju
d stments to our workpl
k ace
policies and personnel strategy which could adversely impact our reputation and brand, and our ability to recrui
r t, retain,
train, and motivate highly skilled personnel. Such restructur
t
ing activities may also divert the attention of management
and be disrupt
r
ive to our business operations. While these initiatives are implemented to achieve long-term savings, we
may incur significant short-term costs and there are no assurances that we will be able to realize all, or any, of the
expected benefits.
Following
i
the Tissu
i
e Divestitu
t
re,e we share certain facili
i ti
i es in Lewist
i on
t
, Idah
d
o with
i
Sofi
o del and we are required to
provide
d certain services to Sofi
o del related to such shared facili
i tie
i
s. Our relationshipi with
i
Sofi
o del may
a impact our
ability
i
to conduct busine
i
ss at our Lewist
i on
t
mill
i
solely for our benefi
e t.
i
Following the Tissue Divestiture, we share certain facilities located in Lewiston, Idaho with an affi
f liate of Sofidel
America Corp. (together with such affi
f liate, “Sofid
f el”). We are party to a Services and Use Rights Agreement with
Sofidel, pursuant to which we provide certain suppl
u
ies and services to Sofidel in connection with its operations at such
shared facility. Given the terms of this arrangement, operation of the Lewiston facility requires additional organizational
formalities and procedur
d
es for decision-making on site. In certain circumstances, we must consult with Sofidel to reach a
common view on operational matters affe
f cting both portions of the Lewiston facility. Our inability to take unilateral
actions at the Lewiston facility could have an adverse effe
f ct on our business, operating results or financial condition. We
may also be exposed to unexpected risks associated with Sofidel’s operations at the Lewiston facility over which we
have little control.
The Tissu
i
e Divestitu
t
re changes our expos
x
ure to othe
t
r risk
i
s
k and uncertainties.
As a result of the Tissue Divestitur
t
e, our pulp and pape
a
rboard segment is our only line of business, and thus we are a
smaller and more narrowly-focused business than prior to the Tissue Divestiture. Due to this lack of diversific
f ation, any
adverse developments in the pulp and pape
a
rboard industry
r could have a significantly greater impact on our overall
financial condition and results of operations than if we maintained multiple lines of business.
RISKS RELATED TO OUR BUSINESS OPERAT
R
IONS AND THE MARKETS IN WHICH WE OPERAT
R
E
Diffi
i
cult industry
t
and market conditio
d
ns may
a adverse
r
ly affe
f ct the operating results and cash flow
l
s of our busine
i
ss.
Difficult industry
r and market conditions may adversely affe
f ct our utilization rates due to decreases in product demand.
During such periods, our facilities may not operate at full capa
a
city or may need to take production downtime. During
periods of lower capa
a
city utilization and production downtimes, we not only experience lost revenue from lower
shipment volumes but are also forced to continue to incur our fixed manufact
f
ur
t
ing costs, which are not absorbed by our
lower production levels. Our results of operations and cash flows may be materially adversely affe
f cted 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.
For example, demand for our pape
a
rboard products surged during and following the COVID-19 pandemic, due to
increased packaging and other usage of pape
a
rboard needed to address subs
u
tantially higher consumer activity. In response
to this demand, our customers added to their pape
a
rboard inventories. As consumer activity leveled out, our customers
deployed their inventories to address their pape
a
rboard needs, leading to an overall decline in pape
a
rboard demand and
prices in 2023 and 2024. If this trend continues, we may experience a further decline in pape
a
rboard demand, we may be
unabl
a e to sustain pricing, and we may need to take production downtime.
The loss of or a sign
i
ific
f ant reductio
t n in, orders from, or changes in prices in regar
e
d to, any
n of our large custom
t
ersr
couldl adverse
r
ly affe
f ct our operating resultst and fina
i
ncial conditio
d
n.
8

We derive a subs
u
tantial amount of revenue from a concentrated group of customers. Our top 10 pape
a
rboard customers
accounted for 45% of our sales in 2024. If we lose any of these customers or a subs
u
tantial 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 results of operations and financial condition. In 2024, we experienced increased price competition in our
pape
a
rboard business along with a significant drop in demand due to market conditions. This competition and the decline
in demand has resulted in a decrease in our pape
a
rboard revenue and gross margins and adversely affe
f cted our financial
condition.
Our agreements with our customers, including our largest customers, are not exclusive and generally do not contain
minimum volume purchase commitments. Our relationships with our largest and most important customers will depend
on their needs for quality products and services, and our ability to continue to meet these needs at competitive prices. If
we lose one or more of our large 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.
Increases in paperboard supp
u
ly couldl adverse
r
ly affe
f ct our operating results and fina
i
ncial conditio
d
n.
We expect increased competition in North America from both foreign and domestic manufact
f
ur
t
ers. We have
experienced, and expect to continue to experience, increased direct sales by foreign competitors in the markets in which
we compete. In addition, as a result of increased sales by foreign suppl
u
iers into the Asian and European markets, we
expect domestic manufac
f
turers to seek to increase their sales in the United States to offs
f et displaced overseas sales.
Several significant investments in pape
a
rboard manufact
f
ur
t
ing facilities in North America and globally have been
announced, which could significantly increase the production and suppl
u
y of Solid Bleached Sulfat
f e (SBS) and Folding
Boxboard (FBB) pape
a
rboard in the market. If demand does not increase commensurate with suppl
u
y, it could result in
lower capacity utilization and effe
f ct the price of SBS, which could materially and adversely affe
f ct our results of
operations and cash flows.
Substitu
t
tion amongst paperboard grades couldl have an adverse
r
effe
f ct on our fina
i
ncial results.
We currently manufac
f
ture only SBS pape
a
rboard. In addition to non-pape
a
r-based packaging subs
u
titutes for pape
a
rboard,
there are other grades or subs
u
trates of pape
a
rboard, including FBB, Coated Recycled Board (CRB), and Coated
Unbleached Kraftf (CUK) pape
a
rboard, which are or can be subs
u
tituted for SBS pape
a
rboard. If demand for SBS
pape
a
rboard declines as a result of customer or consumer prefer
f ence for these subs
u
titute products, or more generally, we
may lose business or may not be able to grow our existing pape
a
rboard business, and we may be forced to sell at lower
margins, all of which could negatively affe
f ct our financial condition and results of operations.
Consolid
l at
d io
t n in the North
t
American paperboard and converting
i
industry
t
may
a adverse
r
ly affe
f ct our busine
i
ss.
The ongoing consolidation of pape
a
rboard and pape
a
rboard converting businesses, including through the acquisition and
integration of such converting businesses by competitors of ours, could result in a loss of customers and sales. A loss of
customers or sales as a result of consolidations and integrations could have a material adverse effe
f ct on our business,
financial condition, results of operations and cash flows.
Our productst are vulnerablel to declin
l
es in demand due to a shiftf in consumer prefer
f
ence for competin
t
g, sustai
t na
i
blel
materialsl which may
a have an adverse
r
effe
f ct on our busine
i
ss.
Consumer prefer
f ences are increasingly shaped by concerns over post-consumer waste, packaging sustainabi
a lity, and the
environmental impact of materials. The demand for recyclable and eco-friendly packaging represents a significant trend,
requiring us to focus on developing innovative, sustainabl
a e consumer packaging solutions to help customers achieve
their packaging sustainabi
a lity goals. However, responding to these goals involves risks and uncertainties, as these effort
f
s
require subs
u
tantial investment and may involve significant changes to our manufact
f
ur
t
ing facilities and processes. The
inability to innovate our products effe
f ctively or respond adequately to changes in consumer prefer
f ence could result in
financial and operational challenges.
Cyclic
l al industry
t
conditi
d
ons have in the past affe
f cted
t
and may
a contin
t
ue to adverse
r
ly affe
f ct the operating results
l
and
cash flow
l
s of our busine
i
ss.
Our business has historically been affe
f cted by cyclical market conditions. We may be unabl
a e 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 unabs
a
orbe
r
d fixed manufact
f
ur
t
ing costs due to lower
production levels. Our results of operations and cash flows may be materially adversely affe
f cted in a period of prolonged
9

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.
We incur sign
i
ific
f ant expe
x
nses to maintain our manufac
f
turing
i
equipm
i
ent and any
n interrupt
u io
t n in the operations of
our faciliti
i
es may
a harm our operating perfor
f
ma
r
nce.
We regularly incur significant expenses to maintain our manufact
f
ur
t
ing equipment and facilities. The machines and
equipment that we use to produce our products are complex, interdependent, have many parts and some are run on a
continuous basis. We must perform routine maintenance on our equipment and have to periodically replace a variety of
parts such as motors, pumps, pipes and electrical parts. In addition, our facilities require periodic shutdowns to perform
majo
a r maintenance, during which we may discover additional maintenance or equipment issues that need to be
addressed. These scheduled shutdowns of facilities result in decreased sales and increased costs in the periods in which
they occur and could result in unexpected operational issues during the restart of a facility or in future periods as a result
of changes to equipment and operational and mechanical processes made during the shutdown period.
Unexpected production disrupt
r
ions could cause us to shut down or curtail operations at any of our facilities. Disrup
r
tions
could occur due to any number of circumstances, including prolonged power outages, mechanical or process failures,
faults in aging equipment, shortages of raw materials, natural catastrophes, disrupt
r
ions in the availabi
a lity of
transportation, labor
a
disputes, cyber-attacks and malware, terrorism, changes in or non-compliance with environmental
or safety laws, and the lack of availabi
a lity of services from any of our facilities key suppl
u
iers. For example, in the fourth
quarter of 2023, we were forced to partially shut down parts of our mill and curtail production at our Idaho facility due to
damage to a natural gas pipeline that suppl
u
ied the region. Any facility shutdowns may be followed by prolonged startup
u
periods, regardless of the reason for the shutdown. Those startup
u periods could range from several days to several weeks,
depending on the reason for the shutdown and other factors. Any prolonged disrupt
r
ion in operations at any of our
facilities could cause significant lost production, which would have a material adverse effe
f ct on our results of operations.
We depe
e
nd on external sources of wood fiber which expos
x
es our busine
i
ss and results of operations to poten
t
tially
sign
i
ific
f ant suppl
u
yl and price fluctuatio
t ns.
Wood fiber is the principal raw material used to create wood pulp, which in turn is used to manufact
f
ur
t
e our pulp and
pape
a
rboard products. Wood fiber pricing is subj
u ect to regional market influences, and our cost of wood fiber may
increase in the areas our facilities are located due to market shifts
f
in those regions. For example, much of the wood fiber
we use in our pulp manufac
f
turing process at our Lewiston, Idaho facility, is the by-product of sawmill operations. As a
result, the price of these residual wood fibers is affe
f cted by operating levels in both the pulp and pape
a
rboard and lumber
industries, which in the case of the latter is impacted by regional new home construc
r
tion as well as home remodeling and
repairs. During the past decade, many sawmills in the western United States have closed or curtailed operations or their
operations have been consolidated. Additionally, the ability of pape
a
r and wood pellet mills in British Columbia to
acquire wood fiber from the U.S. Inland Northwest region with limited to no reciprocal ability by U.S. mills to acquire
wood fiber from British Columbia, reduces the suppl
u
y of,f and increases the costs for, wood fiber. The price of wood fiber
in the Pacific Northwest is expected to remain volatile. Our Arkansas and Augusta pulp and pape
a
rboard facilities rely on
whole log chips for a significant portion of their wood fiber, the suppl
u
y of which can be negatively affe
f cted by regional
demand from other pape
a
r or wood product manufact
f
ur
t
ing facilities as well as adverse weather conditions and reductions
in logging companies.
The primary source for wood fiber is timber, the availabi
a lity of which may be limited by adverse weather, fire, insect
infestation, disease, ice storms, windstorms, flooding and other natural and man-made causes, thereby reducing suppl
u
y
and increasing prices.
The effe
f cts on market prices for wood fiber resulting from various governmental programs involving tax credits or
payments related to biomass and other renewabl
a e energy projects or from environmental litigation or regulation are
uncertain and could result in a reduction in the suppl
u
y of wood fiber availabl
a e for our pulp and pape
a
rboard manufac
f
turing
operations. Additionally, wood pellet and pulp facilities can increase demand and prices for wood fiber. If we and our
pulp suppl
u
iers are unabl
a e to obtain wood fiber at favorable prices or at all, our costs will increase, and our operations and
financial results may be harmed.
The cost and availa
i bilit
i
yt of chemicalsl and energy
r
needed
d
for our manufac
f
turing
i
processes sign
i
ific
f antly affe
f ctst our
results of operations and cash flow
l
s.
We use a variety of chemicals in our manufact
f
ur
t
ing processes, including petroleum-based polyethylene and certain
petroleum-based latex chemicals. Prices for these chemicals have been and are expected to remain volatile. In addition,
10

chemical suppl
u
iers that use petroleum-based products in the manufact
f
ur
t
e of their chemicals may, due to suppl
u
y shortages
and cost increases, ration the amount of chemicals availabl
a e to us, and therefor
f
e 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. Additionally, our
facilities rely on imported raw materials and energy, including market pulp, natural gas, bulk chemicals and other
commodities required to manufact
f
ur
t
e our products that could be impacted by tariffs on imported goods. Any significant
disrupt
r
ion in the suppl
u
y of,f or significant cost increase in our manufact
f
ur
t
ing inputs, caused by tariffs or otherwise, in
circumstances where we cannot raise the price of our products, could have a material adverse effe
f ct on our results of
operations, affe
f ct our ability to meet customer demand in a timely manner and harm our reputation and our business.
Our manufact
f
ur
t
ing operations also utilize large amounts of electricity and natural gas. Energy prices have fluctuated
widely over the past decade, which in turn affe
f cts our operational costs. We purchase on the open market a subs
u
tantial
portion of the natural gas necessary to produce our products, and, as a result, the price and other terms of those purchases
are subj
u ect to change based on factors such as worldwide suppl
u
y and demand, geopolitical events, government
regulation, weather, interrupt
u ions in pipeline and other delivery systems, and natural disasters. Our energy costs in future
periods will depend principally on our ability to produce a subs
u
tantial 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 effe
f ct on our results of operations. Any disrupt
r
ion in the suppl
u
y of energy could also affe
f ct our ability to meet
customer demand in a timely manner and could harm our reputation and our business.
Disru
i
pt
u io
t ns in tra
t
nspor
s
tation services or increases in our freigh
i
t costst couldl have a material adverse
r
effe
f ct on our
busine
i
ss.
Our business is dependent on transportation services to deliver our products to our customers and to deliver raw
materials to us. Shipments of products and raw materials may be delayed or disrupt
r
ed due to weather conditions, labor
a
shortages or strikes, regulatory
r actions or other events. If our transportation providers are unavailabl
a e or fail to deliver
our products in a timely manner, we may incur increased costs and we may be unabl
a e to manufact
f
ur
t
e and deliver our
products on a timely basis. For example, in 2022, we experienced both difficulties in procuring sufficient transportation
for shipments as well as significant increases in freight costs due to a number of factors.
The costs of these transportation services are also affe
f cted by geopolitical, economic and weather-related events. We
have not been able in the past, and may not be able in the future, to pass part or all of any fuel price increases through to
customers. Any increased fuel or freight costs, in circumstances where we cannot raise the price of our products, could
have a material adverse effe
f ct on our gross margins.
Larger competit
t or
t
sr have operational and othe
t
r advantage
a
s over our operations.
The markets for our products are highly competitive, and companies that have subs
u
tantially greater financial resources
compete with us in each market. Some of our competitors have advantages over us, including lower raw material and
labor
a
costs and better access to the inputs of our products.
Our ability to successful
f ly compete in the pulp and pape
a
rboard industry
r is influenced by a number of factors, including
manufact
f
ur
t
ing capa
a
city, general economic conditions and the availabi
a lity and demand for pape
a
rboard subs
u
titutes. Our
business competes with Smurfit Westrock, Georgia-Pacific, Graphic Packaging, Sappi
a
and other international producers,
most of whom are much larger than us. Any increase in manufac
f
turing capacity by any of these or other producers could
result in overcapacity in the pulp and pape
a
rboard industry,
r
which could cause downward pressure on pricing.
Our busine
i
ss and fina
i
ncial perfor
f
ma
r
nce may
a be harmed by future labor disru
i
pt
u io
t ns.
As of December 31, 2024, approximately 1,400 of our full-time employees were represented by unions under collective
bargaining agreements. As these agreements expire, we may not be able to negotiate extensions or replacement
agreements on terms acceptabl
a e to us. If such workers were to engage in a strike, lockout, work slowdown, stoppage or
other labor
a
action, or if other employees were to become unionized, we could experience a significant disrupt
r
ion of our
operations and/or higher ongoing labor
a
costs, which could adversely affe
f ct our business, financial condition and results
of operations.
In August 2025, a collective bargaining agreement for hourly employees at our Lewiston, Idaho facility, which affe
f cts
approximately 500 employees, will expire. Any failure to reach an agreement with one of the unions may result in
strikes, lockouts, work slowdowns, stoppages or other labor
a
actions, any of which could have a material adverse effe
f ct
on our operations and financial results.
We rely on a lim
i ited
t
number of third-par
-
ty suppl
u
ie
l rs, vendor
d
sr and service provider
d
sr required for the productio
t n of our
11

productst and our operations.
Our dependence on a limited number of third-party suppl
u
iers, and the challenges we may face in obtaining adequate
suppl
u
ies of raw materials, involve several risks, including limited control over pricing, availabi
a lity, quality and delivery
r
schedules. Limitations on the availabi
a lity of,f and subs
u
equent increases in, the costs of raw materials could have an
adverse effe
f ct on our financial results. We cannot be certain that our current suppl
u
iers 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 suppl
u
y interrupt
u ion in limited raw materials could materially harm our ability to manufact
f
ur
t
e our
products until a new source of suppl
u
y, if any, could be identifie
f d and qualifie
f d. Although we believe there are other
suppl
u
iers of these raw materials, we may be unabl
a e to find a suffic
f ient alternative suppl
u
y channel in a reasonabl
a e time or
on commercially reasonabl
a e terms.
We also depend on a limited number of third-party vendors for certain of our operating equipment and spare parts as well
as service providers. Any performance failure on the part of our suppl
u
iers or vendors could interrupt
u
production of our
products, which would have a material adverse effe
f ct on our business.
We rely on info
n
rmatio
t n technology
o
in critical areas of our operations,s and a disru
i
pt
u io
t n relating to such technology
o
couldl harm our fina
i
ncial conditio
d
n.
We use information technology, or IT, systems in various aspects of our operations, including enterprise resource
planning, management of inventories, manufact
f
ur
t
ing, suppl
u
y chain and customer sales. We have different legacy IT
systems that we are continuing to integrate, upgrade and move to the cloud. If one of these systems were to fail or cause
operational or reporting interrupt
u ions, or if we decide to change these systems or hire outside parties to provide these
systems, we may suffer disrupt
r
ions, which could have a material adverse effe
f ct on our manufact
f
ur
t
ing and sales
operation, results of operations and financial condition. In addition, we may underestimate the costs, complexity and
time required to develop and implement new systems and operating technology systems that control our manufactur
t
ing
equipment and facilities and are embedded in our plant networks.
We face cyber-s
r ecurityt risk
i
s.
k
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 or plant networks could become subj
u ect to cyber-attacks. We may not have the resources or technical
sophistication to anticipate or prevent all such cyber-attacks. Moreover, techniques used to obtain unauthorized access to
systems change frequently and may not be known until launched against us. Security breaches can also occur as a result
of nontechnical issues, including intentional or inadvertent breaches by our employees. Network, system, application and
data breaches could result in operational disrupt
r
ions or information misappropriation, which could result in lost sales,
production interrupt
u ion, financial losses, business delays, negative publicity, and could have a material adverse effe
f ct on
our business, results of operations and financial condition.
We are subject to sign
i
ific
f ant enviro
i
nmental regu
e
lation and enviro
i
nmental compliance expe
x
nditu
d
res, which couldl
increase our costst and subject us to liabilitie
i
s.
We are subj
u ect 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 subj
u ect to increasingly stringent environmental standards in
the future, particularly under laws and standards related to air quality, water quality, product composition and climate
change issues. In particular, greenhouse gas emissions have increasingly become the subj
u ect of political and regulatory
r
focus and this may lead to changes in legislative and regulatory
r initiatives directed at limiting greenhouse emissions.
Increased regulatory
r activity at the state, federal and international level is possible regarding climate change as well as
other emerging environmental issues associated with our manufact
f
ur
t
ing sites and products, such as water quality
standards, dam breaching for purpos
r
es of aiding salmon recovery in the Pacific Northwest, or recycling. Such new public
policy or 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 manufact
f
ur
t
ing operations.
We could also incur subs
u
tantial fines or sanctions, enforcement actions, damage claims, cleanup costs, third-party claims
for property damage and personal inju
n ry, and reputational harm as a result of violations of,f or liabi
a lities under,
environmental laws, regulations, codes and common law. The amount and timing of environmental expenditures is
difficult to predict, and, in some cases, liabi
a lity may be imposed without regard to contribution or to whether we knew
of,f or caused, the release of hazardous subs
u
tances.
12

We are required to comply with environmental laws and the terms and conditions of multiple environmental permits. In
particular, the pulp and pape
a
rboard industry
r in the United States is subj
u ect to several performance based rules associated
with effl
f uent and air emissions as a result of certain of its manufact
f
ur
t
ing 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
r or judicial orders enjo
n ining 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 labe
a
ling changes. We also
may be required to make additional expenditures, which could be significant, relating to environmental matters on an
ongoing basis. 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 effe
f ct on our results of
operations, financial condition and cash flows.
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 subj
u ect to risks under environmental laws that impose liabi
a lity for historical releases of hazardous
subs
u
tances and to liabi
a lity for other potential violations of environmental laws or permits at existing sites or ones for
which we have indemnity obligations.
We may
a be subject to operational and fina
i
ncial clim
l
atet change risk
i
s.
k
Extreme weather-related events caused by climate change, such as prolonged, extreme high or low temperatur
t
es, extreme
storms, floods and decreased or curtailed water suppl
u
ies, could result in physical damage to our facilities and operations.
Such events may also result in suppl
u
y chain disrupt
r
ions and increased costs. For example, in the first quarter of 2024,
extreme cold and related natural gas suppl
u
y issues resulted in the shutdown of our Lewiston, Idaho mill and in the fourth
quarter of 2024, impacts from Hurricane Helene resulted in the temporary
r suspension of operations at our Augusta,
Georgia facility.
The ability to harvest the wood fiber used in our manufact
f
ur
t
ing operations may be limited, and prices could become
volatile, because of variations in weather, wildfires, and climate conditions. Damage or disrupt
r
ions we may incur
because of climate-related risks could have a material adverse effe
f ct on our manufact
f
ur
t
ing and sales operations, results
of operations and financial condition. In addition, we may underestimate the costs, complexity and time required to
develop and implement mitigation effo
f
rts to address potential climate change impacts.
Our operations require substantia
t l capi
a ta
i l and our capi
a ta
i l expe
x
nditu
d
res may
a not achieve the desire
i
d outcomes or may
a
be achieved at a high
i
er cost than anticipated
t
.d
Our business is capi
a tal intensive and we regularly make capi
a tal expenditures to maintain our equipment, improve our
operating effi
f ciency, comply with environmental laws, and innovate to remain competitive. Many of our capital projects
are complex, costly, and implemented over an extended period of time. We may experience higher expenditures than
anticipated for particular capi
a tal projects as well as unanticipated business disrupt
r
ions, and we may not achieve the
desired benefits from a given project, any of which could adversely affe
f ct our business, financial condition, results of
operations and cash flows. In addition, disputes between us and contractors who are involved with implementing capi
a tal
projects could lead to time-consuming and costly litigation.
We may
a face demand,d supp
u
ly,y and operational challe
l nges associated
t
with
i
effe
f ctst of a dise
i
ase outbreak, includin
d
g
epidem
d
ics, pandemics, or simil
i
ar
l
widespread public
l
health
l
concerns.
Our business and financial results may be negatively impacted by health epidemics, pandemics and similar widespread
public health concerns or outbr
t
eaks. Despite our effo
f
rts to manage these impacts, their ultimate impact also depends on
factors beyond our knowledge or control, including the duration and severity of any such outbr
t
eak and actions taken to
contain its spread and mitigate its public health effe
f cts.
We are expos
x
ed to lawsuits
i ,s governmental investig
t atio
t ns and proceedin
d
gs relating to current and hist
i or
t
ical operations
and products,
t
which couldl harm our busine
i
ss.
From time to time, the nature of our business exposes us to certain lawsuits, governmental investigations and
proceedings relating to current and historical operations and products, which may include claims involving product
liabi
a lity, environmental compliance, hazardous materials, infringement of intellectua
t
l property rights of third parties,
workpl
k ace safety, employment and other claims. While we have in place processes and policies to mitigate these risks
13

and to investigate and address such claims as they may arise, we cannot predict the underlying costs to defend or resolve
such claims and any adverse rulings or results could have a material adverse effe
f ct on our business, financial condition,
or results of operations.
We couldl be subject to changes in tax
a rates, the adoptio
t n of new tax
a laws or interpretations,s or expos
x
ure to additio
i
nal
tax
a liabilitie
i
s.
We are subj
u ect to income and other taxes in the U.S. Tax laws are dynamic and subj
u ect to change as new laws are passed
and new interpretations of the law are issued or applied. Significant judgment is required in estimating our provision for
income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax
determination is uncertain. Although we believe our tax estimates are reasonabl
a e, any final determination pursuant to tax
audits and any related litigation could be materially different to the amounts reflected in our financial statements. Should
any tax authority disagree with our estimates and determine any additional tax liabi
a lities, including interest and penalties
for us, this could adversely impact our results of operations, financial position and cash flows.
If we are unablel to contin
t
ue to implement our busine
i
ss plan
l
and stra
t
tegi
e c initiatives,s our fina
i
ncial conditio
d
n and
operating results couldl be materially
l
affe
f cted
t
.d
Our future operating results will depend, in part, on the extent to which we can successful
f ly implement our business plan
and strategic initiatives in a cost effe
f ctive manner. We pursue strategic initiatives that management considers important
to our long-term success, including mergers and acquisitions, dispositions and restructur
t
ing activity. There are risks
involved with the execution of such initiatives, including significant business, economic and competitive uncertainties,
many of which are beyond our control, including those associated with the global macro-environment in which we
operate, trends in our industry,
r
demand for our products, competitive threats, product innovation, public policy
developments, changes to consumption habi
a ts, and resource allocation. If we are unabl
a e to successful
f ly implement our
business plan or strategic initiatives, our business, financial condition and operating results could be materially and
adversely affe
f cted.
Additionally, we may enhance, modify or build manufact
f
ur
t
ing facilities as part of our strategic initiatives. We may be
unabl
a e to identify future suitable strategic capital or building projects or may be unabl
a e to achieve anticipated benefits or
cost savings from construc
r
tion projects in the timeframe we anticipate, or at all. Large construc
r
tion 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.
RISKS RELATED TO OUR EMPLOYEE PLANS
We may
a be required to pay material amountst to multie
t mploye
o
r pension plan
l
s; our participatio
t n subjectst us to
poten
t
tial liabili
i ti
i es,s which couldl be sign
i
ific
f ant, if we with
i
draw from a plan
l
in the future.e
We contribute to two multiemployer pension plans. The amount of our annual contributions to these plans is negotiated
with the union representing our employees covered by each plan. In 2024, we contributed approximately $5.8 million to
these plans. If in future years we continue to participate in these plans, we may be required to make increased annual
contributions in amounts that are difficult to predict and potentially beyond our control, which would reduce the cash
availabl
a e for business and other needs. The decision whether to continue to participate in these multiemployer plans does
not rest solely with us; rather, it is negotiated as part of the collective bargaining agreements with labor
a
unions that
participate in these plans.
If we were to withdraw partially or completely from a multiemployer plan that is underfunded, we would be liable for a
proportionate share of that plan’s unfunde
f
d vested benefits as required by law. This is called withdrawal liabi
a lity. The
amount of withdrawal liability, if any, assessabl
a e to us if we were to withdraw in a future year is difficult to predict and
largely beyond our control.
One of the multiemployer pension plans to which we contribute, the IAM National Pension Fund, or IAM NPF, elected
to be certifie
f d in “critical status
t
” for the plan year beginning January 1, 2019. If we were to withdraw from IAM NPF,
either completely or partially, we would incur a statut
t ory
r withdrawal liabi
a lity based on our proportionate share of IAM
NPF’s unfunde
f
d vested benefits. Based on information availabl
a e to us, as well as information provided by IAM NPF, and
reviewed by our actuarial consultant, we estimate that, as of December 31, 2024, we would be obligated to pay a single
sum withdrawal liabi
a lity payment of approximately $4.9 million on a pretax basis if we were to have completely
withdrawn from IAM NPF in 2024. We currently have no plans to withdraw from IAM NPF and have not recognized
any liabi
a lity associated with a withdrawal from IAM NPF in our consolidated financial statements.
14

The other multiemployer pension plan to which we contribute, the PACE Industry
r Union-Management Pension Fund, or
PIUMPF, was certified to be in “critical status
t
” for the plan year beginning January 1, 2010 and continued to be in
critical status
t
through the plan year beginning January 1, 2014. For the plan years beginning January 1, 2015 through
January 1, 2023, PIUMPF was certifie
f d to be in “critical and declining status
t
” under the Multiemployer Pension Reform
Act of 2014. The number of employers participating in PIUMPF fell from 135 during 2012 to 42 in 2023. We were the
largest contributing employer participating in PIUMPF in 2024.
The American Rescue Plan Act of 2021, or ARPA, includes provisions to provide financial relief to financially troubl
u ed
multiemployer pension plans. In 2023, PIUMPF applied for and received approximately $1.3 billion in a lump sum
payment under this program — an amount intended to allow it to remain solvent until approximately 2051.
If we were to withdraw from PIUMPF, either completely or partially, we would incur a statut
t ory
r withdrawal liabi
a lity
based on our proportionate share of PIUMPF’s unfunde
f
d vested benefits. Based on information availabl
a e to us, as well as
information provided by PIUMPF, and reviewed by our actua
t
rial consultant, we estimate that, as of December 31, 2024,
the withdrawal liability payments that we would be required to make to PIUMPF were we to have completely withdrawn
in 2024 would be approximately $5.7 million per year on a pretax basis. These payments generally would continue for 20
years with an estimated present value of approximately $70 million on a pre-tax basis. We expect that all other things
being equal, the receipt of ARPA funds has eliminated PIUMPF’s unfunde
f
d vested benefits. Because the ARPA funds
must be “phased in” over the period of time such funds are expected to be utilized, however, we expect any potential
withdrawal liabi
a lity will be significantly reduced annually and ultimately eliminated over an extended period.
Were we voluntarily to withdraw from PIUMPF, we could be subj
u ect to subs
u
tantial payments in addition to the
withdrawal liabi
a lity payments described above. As a plan in critical and declining status
t
, PIUMPF has adopted a
rehabi
a litation plan. That rehabi
a litation plan purpor
r
ts to require a withdrawing employer to make an additional, lump-sum
payment — above and beyond the statut
t ory
r withdrawal liability — based on the employer’s share of PIUMPF’s
accumulated funding deficiency, or AFD.
We believe PIUMPF’s purpor
r
ted imposition of this AFD exit fee on withdrawing employers is not legally enforceable —
and that PIUMPF’s receipt of approximately $1.3 billion in lump sum financial relief from the federal government
(through the ARPA program) provides additional suppor
u
t for this belief. Among other things, since it was enacted,
PIUMPF’s sole justific
f ation for imposition of the AFD exit fee is that it was necessary to forestall PIUMPF’s insolvency
— a justific
f ation that no longer applies now that PIUMPF has received funds under the ARPA program that have
addressed its solvency crisis.
Nevertheless, we are aware that one large employer that withdrew from PIUMPF prior to PIUMPF’s receipt of ARPA
funds has recognized a liabi
a lity for payment of an AFD exit fee amount and that other withdrawing employers have paid
some amounts in respect to the AFD exit fee. There have been lawsuits in federal courts challenging PIUMPF’s AFD
exit fee. These lawsuits have not resolved the issue.
If the AFD exit fee were held to be legally enforceabl
a e, and if we were to withdraw in a future year, the amount of our
AFD exit fee liabi
a lity at the time of our withdrawal could be material and would be subj
u ect to a variety of factors,
including without limitation, the nature and timing of a withdrawal, the financial health of PIUMPF at the time of the
withdrawal, the level of contributions to the plan made by other contributing employers before our withdrawal, whether
any employers that had withdrawn in the intervening years had made AFD exit fee payments, the success of the potential
legal challenges we could raise and the effe
f ct of funding provided under ARPA. PIUMPF’s receipt of approximately
$1.3 billion in ARPA funds is more than enough to eliminate PIUMPF’s AFD. However, due to regulatory
r and
accounting requirements, the impact of the ARPA funding will be effe
f ctively phased in over time, and we expect that
this will result in the subs
u
tantial reduction annually and ultimate elimination of any potential AFD exit fee exposure over
an extended period.
As we currently have no plans to withdraw from PIUMPF, we have not recognized any liabi
a lity associated with a
withdrawal from PIUMPF in our consolidated financial statements.
Adverse changes to, or requirements under, pension laws and regulations or adverse changes, requirements or claims
pursuant to PIUMPF’s rehabi
a litation plan, such as the AFD exit fee, could increase the likelihood and amount of our
liabi
a lities. Were we to withdraw from PIUMPF, these liabilities would be in addition to the pension contributions we
would have to make to any new pension plan adopted or contributed to by us to replace PIUMPF. All of this could
materially reduce the cash we would have availabl
a e for business and other needs.
Our pension and health
l
care costst are subject to numerous factor
t
sr that couldl cause these costst to change.e
15

In addition to our pension plans, we provide health care benefits to certain of our current and former salaried and hourly
employees. 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
actua
t
l 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.
RISKS RELATED TO OUR INDEBTEDNESS
Despite our current indebted
t
ne
d
ss levels,
l
we may
a stil
t ll incur sign
i
ific
f ant additio
i
nal indebted
t
ne
d
ss. Incurring
i
more
indebted
t
ne
d
ss couldl increase the risk
i
s
k associated
t
with
i
our substantia
t l indebted
t
ne
d
ss.
We may be able to incur subs
u
tantial additional indebtedness, including additional secured indebtedness, in the future.
The terms of the Credit Agreements restrict but do not prohibit us from doing so. We had availabi
a lity of approximately
$270 million under our PCA Credit Agreement as of December 31, 2024. Afte
f r giving effe
f ct to borrowing base
limitations and issuance of letters of credit, we had availabi
a lity of approximately $218 million under the Credit
Agreement as of December 31, 2024. In addition, our Credit Agreements allow us to obtain additional secured revolving
loan commitments under our ABL Credit Agreement and additional term revolver commitments under our PCA Credit
Agreement, in each case, under certain circumstances, which would be guaranteed by our subs
u
idiary guarantors. In
addition, the indentur
t
e governing our notes does not prevent us from incurring certain other liabi
a lities that do not
constitut
t e secured indebtedness. If new debt or other liabilities are added to our current debt levels, the related risks that
we and our subs
u
idiaries now face could intensify.
f
If we defa
e
ultl under
d
our Credit
d
Agreements,s or othe
t
r indebted
t
ne
d
ss, we may
a not be ablel to service our debt oblig
l atio
t ns.
In the event of a default under our Credit Agreements or other indebtedness, lenders could elect to declare all amounts
borrowed, together with accrued and unpaid interest and other fees, to be due and payabl
a e. If such acceleration occurs,
thereby permitting an acceleration of amounts outstanding under our debt obligations, we may not be able to repay the
amounts due. Events of default are separately defined in each credit agreement or indentur
t
e, but include events such as
failure to make payments when due, breach of covenants, default under certain other indebtedness, failure to satisfy
f
judgments in excess of a threshold amount, certain insolvency events and the occurrence of a change of control (as
defined in the Credit Agreements). The occurrence of an event of default could have serious consequences to our
financial condition and results of operations and could cause us to become bankrupt
r
or insolvent.
To service our existing
i
and future indebted
t
ne
d
ss, we must generate cash flow
l
s. Our ability
i
to generate cash depe
e
nds
d on
many factor
t
sr beyo
e
nd our contro
t
l, and we may
a be forced to take othe
t
r actions to satisfy
s
our oblig
l atio
t ns under
d
our
indebted
t
ne
d
ss, which may
a not be successful
f
.l
As of December 31, 2024, we had approximately $275 million of outstanding indebtedness, and we could incur
subs
u
tantial additional indebtedness in the future. Our ability to make scheduled payments on or to refinance our
indebtedness, including our outstanding notes, and to fund planned capital expenditures, will depend on our ability to
generate cash from our operations. This, to a significant extent, is subj
u ect to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our control.
We cannot assure you that our business will generate suffic
f ient cash flows from operations or that future borrowings will
be availabl
a e to us under our Credit Agreements in an amount suffic
f ient to enable us to pay our indebtedness, including
our outstanding 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 Credit Agreements and our outstanding notes, on commercially reasonabl
a e terms or at
all.
If our cash flows and capi
a tal resources are insuffic
f ient to fund our debt service obligations, we may be forced to reduce
or delay investments and capital expenditures, or to sell assets, seek additional capital or restructur
t
e or refinance our
indebtedness. These alternative measures may not be successful
f
and may not permit us to meet our scheduled debt
service obligations. If our operating results and availabl
a e cash are insufficient to meet our debt service obligations, we
could face subs
u
tantial liquidity problems and might be required to dispose of material assets or operations to meet our
debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that
we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due.
Additionally, our debt agreements limit the use of the proceeds from certain dispositions; as a result, we may not be
16

allowed, under these documents, to use proceeds from such dispositions to satisfy all current debt service obligations.
Our Credit
d
Agreements contai
t n
i
various covenants that limit our disc
i
retion in the operation of our busine
i
ss.
Our Credit Agreements contain various covenants 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, capi
a tal expenditures and other restricted payments;
•
redeem or repurchase our capi
a tal stock;
•
incur additional debt and issue prefer
f red stock;
•
guarantee indebtedness;
•
create liens;
•
consolidate, merge or sell subs
u
tantially all of our assets;
•
enter into certain transactions with our affi
f liates;
•
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 materially harm our business by, among
other things, limiting our ability to enter into, make, or borrow in order to take advantage of financing opportunities with
respect to mergers and acquisitions, capital expenditures and other corporate opportunities.
If and when (and for as long as) availabi
a lity, as calculated, under the ABL Credit Agreement is less than a specifie
f d
amount for a certain period of time, funds deposited into deposit accounts used for collections would be transfer
f red on a
daily basis into a blocked account with the administrative agent and applied to prepay loans under the ABL Credit
Agreement. If and when our leverage ratio, as calculated under the PCA Credit Agreement, is greater than a specifie
f d
amount (and lasting until at least the end of two fiscal quarters until our leverage ratio is less than such amount), the
amount of dividends, stock repurchases, capital expenditures and other investments we would be permitted to make in
the then current fiscal year would be capped at specifie
f d dollar amounts.
As a result of these covenants and restrictions, we may be limited in how we conduct our business and we may be unabl
a e
to raise additional debt or equity financing to compete effe
f ctively or to take advantage of new business opportunities.
The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that
we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to
obtain waivers from the lenders and/or amend the covenants.
There are various limitations on our ability to incur the full $375 million of commitments under our ABL Credit
Agreement and borrowings under our ABL Credit Agreement are limited by a specified borrowing base consisting of a
percentage of eligible accounts receivabl
a e and inventory,
r
less customary
r reserves. In addition, under the ABL Credit
Agreement, a monthly fixed charge maintenance covenant would become applicable during an event of default or if
availabi
a lity, as calculated under the ABL Credit Agreement, is at any time less than or equal to the greater of (i) 10.0% of
the lesser of the borrowing base and the maximum $375 million of current revolving loan commitments (such lesser
amount, the “Line Cap”
a
) and (ii) $25 million. As of December 31, 2024, availabi
a lity under the ABL Credit Agreement
was approximately $218 million or 10% % of the Line Cap.
a
However, it is possible that availabi
a lity, as calculated under
the ABL Credit Agreement, could fall below the minimum threshold in a future period. If the covenant trigger were to
occur, we would be required to satisfy and maintain on the last day of each quarter a fixed charge coverage ratio of at
least 1.1x for the preceding four quarter period for which financial statements had been delivered. As of December 31,
2024, our fixed charge coverage ratio was approximately 2.0x. If and when the fixed charge coverage ratio were to be
tested, our ability to meet the minimum fixed charge coverage ratio could be affe
f cted by events beyond our control, and
we cannot assure you that we would meet this ratio at such time. A breach of any of these covenants could result in a
default under the ABL Credit Agreement. Events beyond our control could affe
f ct our ability to meet these financial tests,
and we cannot assure you that we will meet them.
Our failure to comply with
i
the covenants contai
t ne
i
d in our Credit
d
Agreements or the indenture governing
i
our
outstandin
d
g notes, includin
d
g as a result of events beyo
e
nd our contro
t
l, couldl result in an event of defa
e
ultl that couldl
cause repay
e
ment of the debt to be acceler
l
ated
t
.d
17

If we are not able to comply with the covenants and other requirements contained in the indentur
t
e governing our
outstanding notes, our Credit Agreements 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 payabl
a e. Our assets and cash flow may not be suffic
f ient
to fully repay borrowings under our outstanding debt instruments. In addition, we may not be able to refinance or
restructur
t
e the payments on the applicable debt. Even if we were able to secure additional financing, it may not be
availabl
a e on favorable terms.
Credit
d
rating downgrades couldl increase our borrowing
i
costst or othe
t
rwise adverse
r
ly affe
f ct us.
Some of our outstanding indebtedness has received credit ratings from rating agencies. Our credit ratings could change
based on, among other things, our results of operations and financial condition. Credit ratings are subj
u ect to ongoing
evaluation by credit rating agencies and may be lowered, suspended or withdrawn entirely by a rating agency or placed
on a “watch list” for a possible downgrade or assigned a “negative outlook.” Although our indebtedness does not include
any triggers that would increase existing borrowing rates if there were a ratings downgrade, actua
t
l or anticipated changes
or downgrades, including any announcement that our ratings are under review for a downgrade or have been assigned a
negative outlook, could increase our future borrowing costs, which could in turn adversely affe
f ct our results of
operations, cash flows and financial condition, and the trading price of our common stock. If a downgrade were to occur
or a negative outlook were to be assigned, it could impact our ability to access the capital markets to raise debt and/or
increase the associated costs. In addition, while our credit ratings are important to us, we may take actions and otherwise
operate our business in a manner that adversely affe
f cts our credit ratings.
An increase in interest rates couldl have a negat
e
iv
t e effe
f ct on our busine
i
ss.
We have the ability to select the Secured Overnight Funding Rate (SOFR) as a benchmark rate at which outstanding
obligations under the Credit Agreements are based. SOFR is a floating rate, subj
u ect to a minimum rate set in the Credit
Agreements. As a result, we are exposed to risks associated with an increase in interest rates, including if the Federal
Reserve raises interest rates as it has done and may continue to do so in the future. Any further increase in SOFR will
increase the Company’s debt service obligations, which could have a negative impact on the Company’s cash flow,
financial position or operating results, including cash availabl
a e for servicing the Company’s indebtedness, or result in
increased borrowing costs in the future. We may utilize derivative financial instruments, such as interest rate swaps, to
manage our interest rate risk. There can be no assurance, however, that increases in interest rates will not adversely affe
f ct
our business, financial position and results of operations by causing an increase in interest expense. Significantly higher
interest rates may also, among other things, reduce the availabi
a lity and increase the cost of obtaining new debt and
refinancing existing indebtedness.
GENERAL RISK
United Stat
t es
t
and global
l
economic conditio
d
ns couldl have adverse
r
effe
f ctst on the demand for our productst and
fina
i
ncial results.
U.S. and global economic conditions and currency exchange rates have a significant impact on our business and financial
results. Recessed global economic conditions and a strong U.S. dollar could affe
f ct our business in a number of ways,
including causing declines in global demand for pape
a
rboard, and increased competition from foreign manufact
f
ur
t
ers in
the U.S. market. Foreign currency changes can also impact pricing associated with our raw materials such as pulp and
equipment purchases, impacting our cost structur
t
e.
Recent fluctuatio
t ns in economic conditio
d
ns and cycles may
a have adverse
r
effe
f ctst on our fina
i
ncial results.
During 2024, interest and inflation rates increased significantly relative to recent years, although the impacts were felt to
different extents, and the far extent of such increases remains to be seen. Increasing rates may materially affe
f ct our prices
and the demand for our products.
We may
a fail to attr
t act, motivate,
t
train
i
and retain qualif
l ie
f d personnel, includin
d
g key
e personnel.
Our ability to effe
f ctively run our business depends on our ability to attract, motivate, train and retain employees with the
skills necessary to understand and adapt to the competitive markets in which we operate. The increasing demand for
qualifie
f d personnel makes it more difficult for us to attract and retain employees with requisite skill sets, particularly
employees with specialized technical and trade experience, and can increase our operating and overhead costs. Changing
demographics and labor
a
work force trends also may result in a loss of knowledge and skills as experienced workers
retire. If we fail to attract, motivate, train and retain qualified personnel, or if we experience excessive turnover, we may
18

experience declining sales, manufactur
t
ing delays or other ineffi
f ciencies, increased recrui
r ting, training and relocation
costs and other difficulties, which may negatively impact our results of operations, cash flows and financial condition.
In addition, we rely on key executive and management personnel to manage our business effi
f ciently and effe
f ctively. The
loss of any of our key personnel could adversely affe
f ct our results of operations, cash flows and financial condition.
Effe
f ctive succession planning is also important to our long-term success. Our failure to identify
f candidates with the
leadership skills to manage our organization, and our failure to ensure effe
f ctive transfer
f s of knowledge and smooth
transitions involving key executives, could hinder our strategic planning and execution.
Certai
t n
i
provisions of our certif
t ic
f atet of incorporatio
t n and bylaws and Delaware law may
a make it diffi
i
cult for
stoc
t
kholde
l
rs to change the composition of our Board of Dire
i
ctor
t
sr and may
a disc
i
ourage
a
hostile
t
takeover atte
t mpts that
some of our stoc
t
kholde
l
rs may
a consider
d
to be benefi
e cial.l
Certain provisions of our certific
f ate of incorporation and bylaws and Delaware law may have the effe
f ct 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 certific
f ate of incorporation and bylaws include,
among other things, the following:
•
a classified Board of Directors with staggered terms (which shall cease to be classified afte
f r the 2027 annual
meeting);
•
the ability of our Board of Directors to issue shares of prefer
f red stock and to determine the price and other
terms, including prefer
f ences 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 procedur
d
es for nominating candidates to our Board of Directors or presenting matters at
stockholder meetings;
•
removal of directors only for cause (except for directors elected following the 2025 annual meeting); and
•
supermajority voting requirements to amend our bylaws and certain provisions of our certific
f ate of
incorporation.
While these provisions have the effe
f ct 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
majo
a rity, 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 subj
u ect to Delaware laws that could have similar
effe
f cts. One of these laws prohibits us from engaging in a business combination with a significant stockholder unless
specific conditions are met.
19

ITEM 1B.
Unresolved Stafff Comments
None.
ITEM 1C.
Cybersecurity
Our cybersecurity program is managed by our Chief Information Offi
f cer (CIO), whose team is responsible for leading
enterprise-wide information technology strategy, policy, standards, architectur
t
e, and processes. The CIO provides regular
reports to our Board of Directors, Chief Executive Offi
f cer and other members of our senior leadership team. These
reports include updates on our cyber risks and threats, the status
t
of projects to strengthen our information security
systems, assessments of the information security program, and the emerging threat landscape.
Assessing, identifyi
f ng and managing cybersecurity related risks are integrated into our overall enterprise risk
management (ERM) process. Cybersecurity related risks are included in the risk universe that the ERM function
evaluates to assess top risks to the enterprise on an annual basis. The ERM process’s annual risk assessment is presented
to the Board of Directors.
Our programs are regularly evaluated by external experts with the results of those reviews reported to the senior
leadership team and the Board of Directors. We also actively engage with key vendors, industry
r participants, and
intelligence communities as part of our continuing effo
f
rts to evaluate and enhance the effe
f ctiveness of our information
security policies and procedur
d
es.
During 2024, we did not experience any cybersecurity threats that had a material impact or are reasonabl
a y likely to
materially affe
f ct our business, results of operations or financial condition. However, despite our effo
f
rts, we cannot
eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected
cybersecurity incident. Please see our "Risk Factors" in item 1A in this report for more information.
20

ITEM 2.
Properties
Facilities
Our principal executive offices are located in Spokane, Washington. We believe that each of these faci
f
lities is adequately
maintained and is suitabl
a e for
f
conducting our operations and business. Information regarding our principal faci
f
lities is set
forth in the following tabl
a e.
Location
Products
Owned or Leased
Augusta, Georgia
Pape
a
rboard
Owned
Lewiston, Idaho
Pulp and Pape
a
rboard
Owned
Cypress Bend, Arkansas
Pape
a
rboard
Owned
Wilkes-Barre, Pennsylvania
Paperboa
r
rd sheeting
Leased
Dallas, Texas
Paperboa
r
rd sheeting
Leased
Mendon, Michigan
Pape
a
rboard sheeting
Leased
Richmond, Virginia1
Pape
a
rboard sheeting
Leased
Hagerstown, Indiana
Paperboa
r
rd sheeting
Leased
1 In the four
f
th quarter of 2024, we announced the permanent closure of our Richmond, Virginia sheeting operations. As
market conditions warrant, we will be relocating existing equipment to a new location.
Production Capacities
p
Information regarding currently operating production capa
a
cities is based on annual, normal operating rates and normal
production mixes under current market conditions, taking into account known constraints. Market conditions,
fluctuations in raw material supply, environmental restrictions and the nature of current orders may cause actua
t
l
production rates and mixes to vary significantly from the production rates and mixes shown.
(In tons)
Market Pulp
Paperboard
Sheeted
Paperboard
Augusta, Georgia
600,000
Lewiston, Idaho
90,000
480,000
Cypress Bend, Arkansas
340,000
Wilkes-Barre, Pennsylvania
41,000
Dallas, Texas
29,000
Mendon, Michigan
50,000
Richmond, Virginia
34,000
Hagerstown, Indiana
37,000
90,000
1,420,000
191,000
21

ITEM 3.
Legal Proceedings
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 availabl
a e information, that the results of such proceedings, in the aggregate,
will not have a material adverse effe
f ct on our financial condition, results of operations and cash flows.
In November 2023, the United States Environmental Protection Agency (EPA) alleged that the Company had violated
the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and Emergency Planning and
Community Right-to-Know Act (EPCRA) by failing to timely report certain chlorine releases that occurred at the
Company’s facility in Lewiston, Idaho in 2019, 2020, and 2021 to the National Response Center and State Response
Center. Although the Company reported each of the releases to the respective response centers, the EPA alleged that the
Company should have reported sooner. In June 2024, the Company, without admitting any wrongdoing, settled the
matter with the EPA and paid a $322,088 civil penalty.
In April 2024, the EPA alleged the Company violated the Risk Management Program (RMP) under Section 112r of the
Clean Air Act by failing to sufficiently implement certain RMP elements for its pulp bleach system at the Company’s
facility in Lewiston, Idaho. In Februa
r
ry 2025 we reached a settlement with the EPA, resulting in an agreed civil penalty
of $440,393. The Company did not admit any wrongdoing in connection with the settlement.
ITEM 4.
Mine Safety Disclosures
Not applicable.
22

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 under the symbol "CLW."
HOLDERS
As of Februa
r
ry 19, 2025, there were appr
a
oximately 542 registered holders of our common stock.
ISSUER PURCHASES OF EQUITY SECURITIES
Our Board of Directors appr
a
oved a new stock repurchase program on October 31, 2024 authorizing the repurchase of up
u
to $100 million of our common stock. As of December 31, 2024, we had up t
u
o $96.7 million of authorized repurchases
remaining.
This plan replaced the previously approved plan and terminated any remaining authorization under the original plan. 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 10b-5-1 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. The authorization has no expiration date.
The fol
f lowing tabl
a e refle
f cts our shares repurchased during the fourth quarter of 2024. None of the shares in this table
were repurchased directly from any of our offi
f cers or directors.
Period
Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Program
October 1, 2024 to October 31, 2024 1
23,000 $
27.43
23,000 $
—
November 1, 2024 to November 30,
2024
7,821 $
27.23
7,821 $
99.8
December 1, 2024 to December 31,
2024
115,000 $
26.99
115,000 $
96.7
Total
145,821 $
27.07
145,821
1.
These shares were purchases under the prior repurchase program authorized in 2015. This authorization was cancelled and replaced with the
2024 authorization as of October 31, 2024
SALES OF UNREGISTERED SECURITIES
None.
DIVIDENDS
We have not paid any cash dividends. 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 facilities that may contain certain restrictions on our ability to pay dividends, and any other
factors that our Board of Directors believes are relevant.
PERFORMANCE GRAP
R
H
The graph
a
below compares the cumulative total stockholder retur
t
n of our common stock for the period beginning
December 31, 2019 and ending December 31, 2024, with the cumulative total return during such period of the S&P 600
Small Cap Index, the S&P MidCap 400, and the Russell 2000 Index. The comparison assumes $100 was invested on
December 31, 2019, in our common stock and in the indices and assumes dividends were reinvested. The stock
performance shown on the graph represents historical stock perfor
f
mance and is not necessarily indicative of fut
f ur
t
e stock
price performance.
We measure our relative corpor
r
ate performance for purpos
r
es of performance-based equity awards issued to our executive
23

offi
f cers against a specific index. Each year, an index is established to apply to performance-based equity awards issued
in that year. We currently measure our relative performance, for
f
purpos
r
es of performance-based equity awards, against
the S&P 600 Small Cap Index, the S&P MidCap 400, and the Russell 2000 Index. The cumulative retur
t
n for
f
the
Company and those indexes is listed below.
Comparison of Cumulative Five Year Total Returns
Clearwater Paper Corporation
Russell 2000 Index
S&P MidCap 400
S&P 600 SmallCap Index
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
$75
$100
$125
$150
$175
$200
This comparison assumes $100 was invested on December 31, 2019, in our common stock and in the indices and
assumes dividends were reinvested.
December 31,
2019
2020
2021
2022
2023
2024
Company Name / Index
Clearwater Paper Corporation
$ 100.00 $ 176.73 $ 171.68 $ 177.01 $ 169.10 $ 139.37
Russell 2000 Index
100.00
119.96
137.74
109.59
128.14
142.93
S&P MidCap 4
a
00® Index (excluding members of the
GICS® Financials sector)
100.00
114.87
142.87
120.91
141.11
154.08
S&P 600 SmallCap Index
100.00
111.29
141.13
118.41
137.42
149.37
ITEM 6.
[Reserved]
24

ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
The following disc
i
ussion and analys
l
is shouldl be read in conjunction with our audited consolidat
d ed financial statements
and related notes that appear else
l
where in this repor
e
t. This disc
i
ussion contains forward-looking statements refl
e ecting
our current expe
x
ctations that involve risk
i
s
k and uncertainties. Actual results may
a diffe
i
r materially from those disc
i
ussed in
these forward-looking statements due to a number of fa
f
ctors,
r
including those set fortht in the section entitled “Risk
Factors”
r
and else
l
where in this repor
e
t.
Overview of Business
We are a premier manufac
f
turer and suppl
u
ier of Solid Bleached Sulfat
f e (SBS) pape
a
rboard packaging products to
independent converters. We believe we are well positioned to capi
a talize on sustainabi
a lity trends towards renewabl
a e and
recyclable materials. We focus on food service and folding carton markets and provide limited distribution and sheeting
services. Additionally, we sell minor amounts of pulp to outside customers. We believe our status
t
as an independent,
non-integrated suppl
u
ier is core to our value proposition. We strive to develop new products and innovative solutions to
expand and diversify
f our pape
a
rboard portfol
f io. In 2024, our business and production capabilities, we completed the
acquisition of a pape
a
rboard manufact
f
ur
t
ing facility and associated business in Augusta Georgia.
Reclassification of Our Tissue Operations
p
In 2024, we completed the sale of our tissue operations. This sale represents a strategic shiftf in our operations and
financial results requiring discontinued operations accounting treatment for this division. The financial information
presented below reflects reclassifications from previously reported information based upon discontinued operations.
Historically, we have shown certain intercompany pulp costs as offs
f ets to cost of sales as they represented intercompany
transactions between the tissue operations and the pulp and pape
a
rboard manufact
f
ur
t
ing operations. Based upon
discontinued operations treatment, such transfer
f s of pulp and other inputs have been recast to Net Sales on the
Consolidated Statements of Operations.
Signific
f ant Factors That Impact Our Business and Results of Operations
g
p
p
The pape
a
rboard industry
r is affe
f cted by macro-economic conditions around the world and has historically experienced
cyclical market conditions. As a result, prices for products and sales volumes have historically been volatile. Produc
d
t
pricing is significantly affe
f cted by the relationship between suppl
u
y and demand for our products. Product suppl
u
y in the
industry
r is influenced primarily by fluctuations in availabl
a e manufact
f
ur
t
ing production, which tends to increase during
periods when prices remain strong. During 2023 and 2024, the pape
a
rboard industry
r saw significant weakness due to
customer destocking afte
f r a lengthy period of constrained suppl
u
y given high demand coupled with increasing suppl
u
y.
Our operating costs include raw materials, labor
a
and selling, general and administrative expenses. We manage these costs
through cost saving and productivity initiatives, sourcing programs, and pricing actions. Additionally, our operations, as
do all pulp and pape
a
rboard manufactur
t
ing operations, require regular planned maintenance outages. During 2024, we
incurred planned maintenance outages at our Lewiston, Idaho and our Augusta, Georgia facilities. During 2023, we
incurred a planned maintenance outage at our Cypress Bend, Arkansas facility. During 2022, we incurred a planned
maintenance outage at our Lewiston, Idaho facility. Starting in 2025, we plan to move to annual outages for each of our
facilities.
Critical Accounting Policies and Signific
f ant Estimates
g
g
A discussion of our significant accounting policies and significant accounting estimates and judgments is presented in
Note 1, "Summary of Significant Accounting Policies" of the Notes to Consolidated Financial Statements in Item 8 of
this report. Throughout the preparation of the financial statements, we employ significant judgments in the application of
accounting principles and methods. We believe that the accounting estimates discussed below represent the accounting
estimates requiring the exercise of judgment where a different set of judgments could result in the greatest changes to
reported results. We reviewed the development, selection and disclosure of our critical accounting estimates with the
Audit Committee of our Board of Directors. For 2024, these significant accounting estimates and judgments include:
Business Acquisitions
We use the acquisition method of accounting for acquired businesses. Under the acquisition method of accounting, we
allocated the purchase consideration to the tangible assets acquired and liabi
a lities assumed based on their estimated fair
values on the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifia
f bl
a e
net assets acquired is recorded as goodwill. The estimates used to determine the fair value of long-lived assets can be
25

complex and require significant judgments. Therefore, we use information availabl
a e to us to make fai
f r value
determinations and often engage independent valuation specialists, when necessary, to assist in the fai
f r value
determination of significant, acquired long-lived assets. The determination of fai
f r value requires estimates about
a
discount
rates, growth and retention rates, expected future cash flows and other fut
f ur
t
e events that are judgmental in natur
t
e. While
we use our best estimates and assumptions as a part of the purchase price allocation process, our estimates are inherently
uncertain and subject to refin
f ement. As a result, during the measurement period, which may be up to one year from the
acquisition date, we are permitted to record adju
d stments to the assets acquired and liabi
a lities assumed, with the
corresponding offs
f et to goodwill. Upon the conclusion of the measurement period or fin
f al determination of the values of
assets acquired or liabi
a lities assumed, whichever comes first, any subsequent adju
d stments are recorded to our
consolidated statements of income.
On May 1, 2024, we completed the acquisition of a pape
a
rboard manufact
f
ur
t
ing faci
f
lity and associated business, located in
Augusta, Georgia (Augusta) fro
f
m Graphi
a
c Packaging International, LLC for cash of $708 million. Augusta’s results of
operations have been included in our financial results since the acquisition date. We allocated the fai
f r value of purchase
consideration transferred to the tangible assets acquired and liabi
a lities assumed based on their estimated fai
f r values on
the date of the acquisition. We identifie
f d that the acquired assets were assigned a fair value of $695 million. The
majo
a rity of these assets were property, plant and equipment valued using the replacement cost method. This method is
based on the replacement cost of comparabl
a e assets at the time of the acquisition adjusted for
f
depreciation and economic
and func
f
tional obsolescence of the asset. The Company believes the estimates are based on reasonabl
a e assumptions, but
which are inherently uncertain. The remainder of the purchase price was allocated to working capital assets (primarily
inventory)
r
and goodwill. As a result, actua
t
l results may diffe
f r fro
f
m the assumptions and judgments used to determine fai
f r
value of the assets acquired, which could result in material impairment losses in the future. Additional infor
f
mation
regarding our acquisitions is included in "Note 3 - Business Acquisition" in the Notes to Consolidated Financial
Statements included herein under “Item 8. Financial Statements and Suppl
u
ementary Data.”
Retirement Plans and Postretirement Benefit
f s
We have a number of defin
f ed benefit pension plans in the United States covering many of our employees. Benefit
f
accrua
r
ls under most of our defined benefit
f
pension plans in the United States were fro
f
zen prior to January 2014.
We account for the consequences of our sponsorship of these plans using assumptions to calculate the related assets,
liabi
a lities and expenses recorded in our financial statements. Net actua
t
rial gains and losses occur when actua
t
l experience
differs from any of the assumptions used to value defin
f ed benefit plans or when assumptions change as they may each
year. The primary factors contributing to actua
t
rial gains and losses are changes in the discount rate used to value
obligations as of the measurement date and the diffe
f rences between expected and actua
t
l retur
t
ns on pension plan assets.
This accounting method results in the potential for
f
volatile and diffi
f cult to forecast gains and losses.
We record amounts relating to these defined benefit
f
plans based on various actua
t
rial assumptions, including discount
rates, assumed rates of return, compensation increases and life e
f
xpectancy. We review our actua
t
rial assumptions on an
annual basis and make modifications to the assumptions based on current economic conditions and trends. We believe
that the assumptions utilized in recording our obligations under our plans are reasonabl
a e based on our experience and on
advice from our independent actuaries; however, diffe
f rences in actua
t
l experience or changes in the assumptions may
materially affe
f ct our financial condition or results of operations.
The fol
f lowing tabl
a e illustrates the estimated impact on hypothetical pension obligations and expenses that would have
resulted fro
f
m a 25-basis point reduction in two key assumptions for the year ended December 31, 2024:
(In millions)
Statements of Operations
Balance Sheets
Discount rate
$
— $
4.6
Expected long term rate of return
$
0.7 $
—
It is not possible to for
f
ecast or predict whether there will be actua
t
rial gains and losses in fut
f ur
t
e periods, and if required,
the magnitude of any such adjustment. These gains and losses are driven by diffe
f rences in actua
t
l experience or changes
in the assumptions that are beyond our control, such as changes in interest rates and the actua
t
l retur
t
n on pension plan
assets.
26

Non-GAAP Financial Measures
In evaluating our business, we utilize several non-GAAP financial measures. A non-GAAP financial measure is
generally defined by the SEC as one that purpor
r
ts to measure historical or future financial performance, financial
position or cash flo
f ws, but excludes or includes amounts that would not be so excluded or included under appl
a
icable
GAAP guidance. In this report on Form 10-K, we disclose income (loss) from operations before interest expense, net,
non-operating pension and other post employment benefit
f
costs, income tax expense, depreciation and amortization,
other operating charges, net, and debt retirement costs as Adju
d sted EBITDA from continuing operations which is a non-
GAAP financial measure. Adjusted EBITDA fro
f
m continuing operations is not a substitute for the GAAP measure of net
income or for any other GAAP measures of operating performance.
We have included Adjusted EBITDA fro
f
m continuing operations in this report because we use it as an important
suppl
u
emental measure of our performance and believe that it is frequently used by securities analysts, investors and other
interested persons in the evaluation of companies in our industry,
r
some of which present Adju
d sted EBITDA when
reporting their results. We use Adjusted EBITDA fro
f
m continuing operations to evaluate our performance as compared
to other companies in our industry t
r
hat have diffe
f rent financing and capital struc
r
tures and/or tax rates. It should be noted
that companies calculate Adju
d sted EBITDA differently and, therefor
f
e, our Adju
d sted EBITDA from continuing operations
measure may not be comparable to Adju
d sted EBITDA reported by other companies. Our Adjusted EBITDA from
f
continuing operations measure has material limitations as a performance measure because it excludes interest expense,
net, income tax (benefit) expense and depreciation and amortization which are necessary to operate our business or
which we otherwise incur or experience in connection with the operation of our business. In addition, we exclude other
income and expense items which are outside of our core operations.
The fol
f lowing tabl
a e provides our Adju
d sted EBITDA from continuing operations for the periods presented and a
reconciliation to net income.
For The Years Ended December 31,
(In millions)
2024
2023
2022
Net income
$
196.3 $
107.7 $
46.0
Less: income (loss) from discontinued operations, net of tax
270.3
59.0
(6.7)
Income (loss) from continuing operations
(74.0)
48.7
52.7
Add (deduct):
Income tax provision (benefit
f )
(27.1)
16.9
29.2
Interest expense, net
29.2
9.5
11.2
Depreciation and amortization expense
69.8
40.7
40.6
Inventory r
r
evaluation on acquired business
6.8
—
—
Other operating charges, net
24.0
3.2
3.2
Other non-operating (income) expense
(1.8)
(0.1)
5.7
Debt retirement costs
9.1
3.1
0.5
Adju
d sted EBITDA from continuing operations
$
36.0 $
122.0 $
143.1
27

OPERAT
R
ING RESULTS FROM CONTINUING OPERAT
R
IONS
The fin
f ancial information below reflects reclassifications from previously reported infor
f
mation based upon discontinued
operations. Historically, the Company has shown certain intercompany pulp costs as offs
f ets as they represent
intercompany transactions between our tissue business and the pulp and pape
a
rboard manufact
f
ur
t
ing operations. Based
upon discontinued operations treatment, such transfers of pulp and other inputs have been recast to Net Sales on the
Consolidated Statements of Operations.
For The Years Ended December 31,
Increase (decrease)
2024
2023
2022
2024-2023
2023-2022
Net Sales
$
1,383.6 $
1,136.0 $
1,195.0
21.8 %
(4.9)%
Cost of Sales
1,307.5
935.3
982.5
39.8 %
(4.8)%
Gross Profit
76.1
200.7
212.5
(62.1)%
(5.6)%
Selling, general and administrative
expenses
116.7
119.4
110.0
(2.3)%
8.5 %
Other operating charges, net (1)
24.0
3.2
3.2
nm
— %
Income (loss) from continuing operations $
(64.5) $
78.1 $
99.3
(182.6)%
(21.3)%
Adju
d sted EBITDA from continuing
operations
$
36.0 $
122.0 $
143.1
(70.5)%
(14.7)%
(1) See Note 10, "Other operating charges," of the Notes to the Consolidated Financial Statements included in Item 8 of
this report for
f
additional infor
f
mation.
Net Sales
Net sales increased 21.8% for the year ended December 31, 2024 compared to December 31, 2023 due the inclusion of
the Augusta operations (see Note 3, "Business Acquisition" of the Notes to the Consolidated Financial Statements
included in Item 8 of this report for
f
additional infor
f
mation). This increase was driven by higher sales volume offset by
decreases in sales prices due to previously announced price decreases and changes in our product mix.
Net sales decreased 4.9% for the year ended December 31, 2023 compared to December 31, 2022 due to weaker demand
as customers rebalanced inventory l
r
evels. Pulp sales volumes increased for the year ended December 31, 2023 as we
managed our pape
a
rboard production resulting in additional pulp to be sold.
For The Years Ended December 31,
Increase (decrease)
2024
2023
2022
2024-2023
2023-2022
Pape
a
rboard shipments (short tons)
1,080,898
751,520
814,556
43.8 %
(7.7)%
Pape
a
rboard sales price (per short ton)
$
1,210 $
1,375 $
1,356
(12.0)%
1.4 %
Pulp shipments (short tons)
101,429
140,284
124,844
(27.7)%
12.4 %
Pulp sales price (short tons)
$
581 $
607 $
556
(4.3)%
9.3 %
Cost of sales
Costs included in our cost of sales include input costs (principally raw materials and energy), labor and overhead, suppl
u
y
chain costs (principally freight and outside warehousing). The tabl
a e below provides the details of our cost of sales for
f
the
years ended December 31, 2024, 2023 and 2022.
28

For The Years Ended December 31,
Increase (decrease)
2024
2023
2022
2024-2023
2023-2022
Input cost (raw materials and energy)
$
615.0 $
494.5 $
515.7
24.4 %
(4.1)%
Labor
a
and overhead
482.2
302.7
298.7
59.3 %
1.3 %
Suppl
u
y chain costs (principally fre
f ight)
140.1
105.3
119.5
33.0 %
(11.9)%
Other
4.4
(3.3)
12.9
(233.4)%
(125.3)%
Depreciation and amortization
65.9
36.1
35.6
82.7 %
1.2 %
Cost of Sales
$
1,307.5 $
935.3 $
982.5
39.8 %
(4.8)%
Cost of sales increased 39.8% for the year ended December 31, 2024 compared to the year ended December 31, 2023
due to the inclusion of the Augusta operations. Input costs increased due to higher sales volume with reductions on a per
ton basis across fib
f er, energy and chemicals due
d
to deflation. Our labor and overhead increased due to the inclusion of
the Augusta operation as well as planned annual maintenance at both our Lewiston, Idaho and our Augusta, Georgia
facilities. Depreciation increased due to the inclusion of the Augusta operations. Supply chain cost increased due to
higher volumes offs
f et by lower fre
f ight costs per ton due
d
to deflation.
Cost of sales decreased 4.8% from the year ended December 31, 2023 compared to the year ended December 31, 2022
due to lower volumes offs
f et by higher infla
f tion. Input costs on a per ton basis increased due to higher fib
f er and chemical
costs on a per ton basis offset by lower energy costs. Our labor
a
and overhead increased due to inflation. Suppl
u
y chain
cost decreased due to lower volumes offs
f et by lower fre
f ight costs per ton due
d
to deflation.
Gross profit
Gross profit declined 62.1% for the year ended December 31, 2024 compared to the year ended December 31, 2023 due
to previously announced price decreases and higher costs due to our planned major maintenance outage at our Lewiston,
Idaho and Augusta, Georgia facilities offset by lower input costs due
d
to deflation.
Gross profit declined 5.6% for the year ended December 31, 2023 compared to the year ended December 31, 2022 due to
reduced sales volumes and planned production downtime to manage inventory p
r
artially offs
f et by deflation in input and
suppl
u
y chain costs.
Selling, general and administrative
Selling, general and administrative expenses decreased 2.3% for the year ended December 31, 2024 compared to the year
ended December 31, 2023 primarily as a result of lower incentive pay due to lower operational performance partially
offs
f et by higher wages and benefits
f
related to additional sales costs associated with the Augusta acquisition.
Selling, general and administrative expenses increased 8.5% for the year ended December 31, 2023 compared the year
ended December 31, 2022 primarily related to costs associated with business improvement projects including
information technology and other projects and higher wages partially offs
f et by lower incentives due to lower operating
performance.
Other operating charges
See Note 10, "Other Operating Charges, net" of the Notes to the Consolidated Financial Statements included in Item 8 of
this report for
f
additional infor
f
mation.
Overall income from continuing operations and Adju
d
sted EBITDA
Operating income fro
f
m continuing operations and Adjusted EBITDA fro
f
m continuing operations decreased for the year
ended December 31, 2024 as compared to the year ended December 31, 2023 due to lower sale prices and planned major
maintenance at both our Lewiston and Augusta facilities partially offset by higher volume. Additionally, impacting
operating income fro
f
m continuing operations were the transaction and integration cost associated with the acquisition of
the Augusta facility.
Operating income fro
f
m continuing operations and Adjusted EBITDA fro
f
m continuing operations decreased for the year
ended December 31, 2023 as compared to the year ended December 31, 2022 due to lower sales volume and planned
production downtime to manage inventory a
r
nd increase costs associated with business improvement projects.
OPERAT
R
ING RESULTS FROM DISCONTINUED OPERAT
R
IONS
For the year ended December 31, 2024 as compared to the year ended December 31, 2023, retail sales volume declined
29

due to the sale of our tissue business on November 1, 2024. Retail sales prices decreased due to changes in our product
mix and reductions resulting from contract pricing indexed to certain cost inputs. Operating income decreased
predominately due to lower sales prices offs
f et by lower input costs, primarily in pulp, freight and energy costs.
For the year ended December 31, 2023 as compared to the year ended December 31, 2022, retail sales volumes in our
tissue business increased due to the increased demand for private labe
a
l versus branded products. Retail sales prices
increased in our tissue business due to previously announced price increases and improved product mix. Operating
income increased due to higher volumes and pricing and lower freight costs.
POTENTIAL IMPAIRMENTS
We review from time-to-time possible dispositions or reorganization of various assets in light of current and anticipated
economic and industry
r conditions, our strategic plan and other relevant factors. Because a determination to dispose or
reorganize particular assets may require management to make assumptions regarding the transaction structur
t
e of the
disposition or reorganization and to estimate the net sales proceeds, which may be less than previous estimates of
undiscounted future net cash flows, we may be required to record impairment charges in connection with decisions to
dispose of assets.
2025 OPERAT
R
IONS
For 2025, we expect a continued improvement in demand for SBS pape
a
rboard products. Various industry
r publications
suggest demand will return to pre-COVID levels by the end of 2025. We expect this increase in demand will be offs
f et by
additional market capacity expected to come online at the beginning in the second quarter of 2025. SBS is currently in a
downcycle, which we believe to be a temporary
r condition until suppl
u
y and demand come back into balance. As we
navigate the current environment, we are focused on actions that are in our control, including improving our operational
performance, reducing cost, and strengthening our product offe
f ring. We are taking actions to reduce our cost structur
t
e
and are targeting $30 to $40 million in cost savings in 2025 across selling, general and administrative and operations. We
continue to explore ways to broaden our product offe
f ring to better service our converter customers. Near-term initiatives
include compostabi
a lity, increasing the recycled content of our products, and lightweighting. Over the longer term, we are
also exploring options to diversify
f into other subs
u
trates that may include beverage carrier grades, white top, or recycled
board. We remain confid
f ent in the long term fundamentals of the pape
a
rboard market and our ability to deliver strong
margins and cash flows through the cycle.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our principal sources of liquidity are existing cash, cash generated by our operations and our ability to borrow under
such credit facilities as we may have in effe
f ct from time to time. At times, we may also issue equity, debt or hybrid
securities or engage in other capi
a tal market transactions. 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, our cash on hand and our borrowing capacity under
our Credit Agreements will be adequate to fund debt service requirements and provide cash to suppor
u
t our ongoing
operations, capital expenditures and working capital needs for the next twelve months.
Our principal uses of liquidity are paying the costs and expenses associated with our operations, servicing outstanding
indebtedness and making capi
a tal expenditures. We may also from time to time prepay or repurchase outstanding
indebtedness or shares or acquire assets or businesses that are complementary
r to our operations. Any such prepayments,
repurchases or acquisitions may be commenced, suspended, discontinued, or resumed, and the method or methods of
effe
f cting any such prepayments or repurchases may be changed at any time or from time to time without prior notice.
Operating Activities
During 2024, we generated $61.4 million of cash from operations, as compared to $190.7 million in 2023. This decrease
was driven by lower operating performance and changes in working capital. Accounts receivabl
a e and accounts payabl
a e
agings have remained relatively consistent with balances as of December 31, 2023.
During 2023, we generated $190.7 million in cash from operations, as compared to $150.2 million in 2022. This increase
was driven by improved operating performance and changes in working capital.
30

Investing Activities
During 2024, we generated $167.7 million in cash from investing activities, as compared to a use of $73.7 million in
2023. This includes a use of $708.2 million for the acquisition of the Augusta operations and business and net proceeds
of $992.5 million received from the divestitur
t
e of our tissue business. Included in accounts payabl
a e and accrue
r
d
liabi
a lities was $25.8 million related to capital expenditures that had not yet been paid at December 31, 2024.
During 2023 we used $73.7 million in cash for investing activities, as compared to $33.5 million in cash for investing
activities in 2022. In both years, cash used for investing activities was related to capital expenditures. Included in
accounts payabl
a e and accrue
r
d liabilities was $13.0 million related to capital expenditures that had not yet been paid at
December 31, 2023.
In 2025, we expect cash paid for capi
a tal expenditures to be approximately $80 million to $90 million.
Financing Activities
Net cash flows used in financing activities were $191.4 million for 2024. We received net proceeds of $753.4 million
from the issuance of long-term debt related to the Augusta acquisition and to cover short term cash requirements. We
repaid $931.1 million of long-term debt. Additionally, we used $5.6 million for debt issuance costs and $10.0 million to
repurchase stock under our stock repurchase program during the year ended December 31, 2024.
Net cash flows used in financing activities were $129.4 million for 2023 as compared to $88.6 million for 2022. The
increase was due to higher debt repayments in 2023 driven by improved operating results which provided additional
availabl
a e cash to fund debt repayments. Additionally, we used $17.9 million for common stock repurchases under our
stock repurchase program during the year ended December 31, 2023.
Commitments
As of December 31, 2024, we have purchase commitments of $102.6 million, of which $53.4 million is payabl
a e within
12 months, related to contracts with natural gas and electricity providers, contracts for the purchase of chemicals and
pulp, and contracts associated with IT services that are legally binding on us and specify fixed or minimum quantities.
Additionally, we have $35.6 million, all of which is payabl
a e within 12 months, in purchase commitments associated with
capital expenditures.
Credit Agreements
We are party to an amended and restated credit agreement (which may be amended from time to time, the “PCA Credit
Agreement”) that consists of a term revolver commitment in the amount of $270 million. We may also increase term
revolver commitments under the PCA Credit Agreement in an aggregate amount of up to $60 million, subj
u ect to
obtaining commitments from any participating lenders and certain other conditions. The obligations under the PCA
Credit Agreement are secured by liens on subs
u
tantially all of our personal property assets and each of our domestic
subs
u
idiaries that are guarantors of the PCA Credit Agreement. Borrowings under the PCA Credit Agreement are subj
u ect
to mandatory prepayment in certain circumstances. We may, at our option, prepay and reborrow any borrowings under
the PCA Credit Agreement, in whole or in part, at any time and from time to time without premium or penalty (except in
certain circumstances). The PCA Credit Agreement matures on May 1, 2029, subj
u ect to a springing maturity beginning
on the date that is 91 days prior to the maturity of the Company’s 2020 Notes if the outstanding principal amount of the
2020 Notes plus $50 million is at any time during such 91 day period great than the sum of our availabl
a e borrowing
liquidity and unrestricted cash.
We are also party to an asset-based loan credit agreement (which may be amended from time to time, the “ABL Credit
Agreement,” and together with the PCA Credit Agreement, the “Credit Agreements”)) that consists of a $375 million
revolving loan commitment, subj
u ect to borrowing base limitations. Borrowings under the ABL Credit Agreement are
subj
u ect to mandatory
r prepayment in certain circumstances. We may also increase the revolving commitments under the
ABL Credit Agreement in an aggregate amount of up to $100 million, subj
u ect to obtaining commitments from any
participating lenders and certain other conditions. The obligations under the ABL Credit Agreement are secured by liens
on subs
u
tantially all of our personal property assets and each of our domestic subs
u
idiaries that are guarantors of the ABL
Credit Agreement. We may, at our option, prepay and reborrow any borrowings under the ABL Credit Agreement, in
whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances). The
ABL Credit Agreement matures on November 7, 2027. As of December 31, 2024, we had no outstanding borrowings
under this facility and $3.7 million drawn to suppor
u
t our letters of credit.
Both Credit Agreements contain customary
r representations, warranties, and affi
f rmative and negative covenants. The
31

ABL Credit Agreement also contains a financial covenant, which requires us to maintain a consolidated fixed charge
coverage ratio of not less than 1.10x to 1.00x, provided that the financial covenant under the ABL Credit Agreement is
only applicable during an event of default or if availabi
a lity, as calculated under the ABL Credit Agreement, is at any time
less than or equal to the greater of (i) 10.0% the Line Cap
a (as defined above) and (ii) $25 million.
At December 31, 2024, we were in compliance with the covenants in the Credit Agreements, and based on our current
financial projections, we expect to remain in compliance. However, if our financial position, results of operations or
market conditions deteriorate, we may not be able to remain in compliance. There can be no assurance that we will be
able to remain in compliance with the Credit Agreements. See Note 9, "Debt," to the Notes to Consolidated Financial
Statements included in Item 8 of this report for additional information.
32

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
i
Our exposure to market risk on fin
f ancial instruments is limited to our Credit Agreements. As of December 31, 2024,
there were no borrowings outstanding under our Credit Agreements. The interest rates appl
a
ied to borrowings on both
Credit Agreements are adjusted often and therefore react quickly to any movement in the general trend of market interest
rates.
Foreign C
g
ur
C
rency R
c
isk
We have minimal for
f
eign currency exchange risk. Nearly all of our international sales are denominated in U.S. dollars.
Quantitative Information about Market Risk
Expected Maturity Date
(In millions)
2025
2026
2027
2028
2029
Thereafter
Total
Long-term debt:1
Fixed rate
$
—
$
—
$
—
$ 275.0
$
—
$
—
$ 275.0
Variable rate
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Average interest rate
— %
— %
— %
4.75 %
— %
— %
4.75 %
Fair value at December 31, 2024
$ 258.9
1 Excludes fin
f ance lease liabi
a lities.
33

ITEM 8.
Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors Clearwa
r
ter Paper Corporation:
Opinion on the Consolid
l ated Financ
i
ial Stat
t
ementst
We have audited the accompanying consolidated balance sheets of Clearwa
r
ter Paper Corporation and
subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of
operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-
year period ended December 31, 2024, and the related notes (collectively, the consolidated financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31, 2024, in confor
f
mity 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) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2025 expressed
an unqualified opinion on the effe
f
ctiveness of the Company’s internal control over financial reporting.
Basisi for Opinion
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 are
a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perfo
r
rm the audit to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud. Our audits included perfo
r
rming
procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and perfo
r
rming procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Crit
r ic
t al Audit Matters
r
The critical audit matters communicated below are matters arising from the current period audit of the
consolidated financial statements that were communicated or required to be communicated to the audit
committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on
the critical audit matters or on the accounts or disclosures to which they relate.
Measurem
r
ent of the pension benefitf oblig
l atio
t n
As discussed in Notes 1 and 12 to the consolidated financial statements, the Company’s pension benefit
obligation was $217.2 million as of December 31, 2024. The measurement of the pension benefit
obligation is based on actuarial assumptions that require judgment, which includes the discount rate
applied to the pension benefit obligation.
We identified the evaluation of the discount rate used in the measurement of the pension benefit obligation
as a critical audit matter. Specialized skills and knowledge were required to evaluate the discount rate
used to determine the pension benefit obligation. In addition, there was subjectivity and judgment in
34

applying and evaluating results of the procedures due to the sensitivity of the pension benefit obligation to
changes in the discount rate.
The following are the primary procedures we perfo
r
rmed to address this critical audit matter. We evaluated
the design and tested the operating effe
f
ctiveness of certain controls over the Company’s pension benefit
process. This included a control related to the determination of the discount rate assumption. We
considered the change in the discount rate from that used in the prior year, including consideration of the
changes in the discount rate in light of published reports of actuarial experts. We involved an actuarial
professional with specialized skills and knowledge, who assisted in evaluating the discount rate as
determined using the hypothetical bond portfolio model through analyzing the bond selection criteria, the
bond ratings, and the cash flow matching of the model.
Valuatio
t n of certai
t ni
machinery
r and equipm
i
ent assets in the Augusta Acquisi
i tion
As discussed in Note 3 to the consolidated financial statements, the Company completed the acquisition of
a paperboard manufacturing facility and associated business, located in Augusta, Georgia (the Augusta
Acquisition) for an aggregate purchase price of $708.2 million. The purchase price of the Augusta
Acquisition was allocated to assets acquired and liabilities assumed based on the estimated fair values as
of the date of the acquisition. Assets acquired included $610.3 million of property, plant, and equipment,
which were primarily assigned a fair value using replacement cost.
We identified the evaluation of the fair value measurement of certain property, plant, and equipment
acquired in the Augusta Acquisition as a critical audit matter. Specifically, the evaluation of the replacement
cost assumptions, including the assessment of whether the replacement cost basis was comparable with
the asset being valued, used to determine the fair value of certain property, plant, and equipment required
subjective auditor judgment, including the use of specialized skills and knowledge, as changes to the
replacement cost assumptions could have a significant impact on the fair value measurement.
The following are the primary procedures we perfo
r
rmed to address this critical audit matter. We evaluated
the design and tested the operating effe
f
ctiveness of an internal control over the determination of
replacement cost assumptions, including the comparability of the replacement cost basis to the property,
plant, and equipment acquired. We involved valuation professionals with specialized skills and knowledge,
who assisted in assessing the reasonableness of the Company’s estimated replacement cost
assumptions, including the comparability of the replacement cost basis with the acquired asset being
valued, by:
•
inquired of the Company’s internal and external specialists to understand the overall operations of the
Augusta paperboard manufacturing facility and the Company’s specialist’s development of the
replacement cost assumptions
•
for
f
a selection of acquired property, plant, and equipment, assessing the comparability of assets used
to develop the replacement cost assumptions and the acquired property, plant, and equipment by
inspecting vendor quotes, estimates prepared by the Company’s internal specialists familiar with the
selected property, plant, and equipment, and project budgets of recently purchased property, plant,
and equipment
•
evaluating the qualifications and knowledge, skills, and ability of the Company’s internal and external
specialists
/s/ KPMG
We have served as the Company’s auditor since 2007.
Seattle, Washington
February 24, 2025
35

CLEARWATER PAPER CORPORATION
Consolidated Balance Sheets
December 31,
(In millions, except share information)
2024
2023
Assets
Current assets:
Cash and cash equivalents
$
79.6 $
42.0
Receivabl
a es, net of allowance for
f
current expected credit losses of $1.6 and $1.2 at
December 31, 2024 and 2023
188.7
96.1
Inventories, net
258.0
161.2
Other current assets
19.1
17.4
Current assets of discontinued operations
—
247.5
Total current assets
545.4
564.1
Property, plant and equipment
2,328.4
1,608.6
Accumulated depreciation and amortization
(1,305.4)
(1,247.9)
Property, plant and equipment, net
1,023.1
360.7
Goodwill and intangible assets, net
52.9
41.5
Other assets, net
57.9
47.6
Long-term assets of discontinued operations
—
657.9
Total assets
$
1,679.2 $
1,671.8
Liabilities and stockholders' equity
Current liabi
a lities:
Current portion of long-term debt
$
0.6 $
—
Accounts payable and accrue
r
d liabi
a lities
319.7
195.5
Current liabi
a lities of discontinued operations
—
90.5
Total current liabi
a lities
320.4
286.0
Long-term debt
281.6
439.9
Liability for pension and other postretirement employee benefit
f s
52.5
54.5
Deferred tax liabilities and other long-term obligations
170.2
84.6
Long-term liabi
a lities of discontinued operations
—
138.1
Total liabi
a lities
824.7
1,003.0
Stockholders’ equity:
Prefer
f red stock, par value $0.0001 per share, 5,000,000 shares authorized,
no shares issued
—
—
Common stock, par value $0.0001 per share, 100,000,000 shares authorized,
16,567,722 and 16,484,550 shares issued
—
—
Additional paid-in capital
11.5
14.9
Treasury s
r
tock, at cost, and 122,821 and 0 shares
(3.3)
—
Retained earnings
880.8
684.5
Accumulated other comprehensive loss, net of tax
(34.5)
(30.7)
Total stockholders’ equity
854.6
668.8
Total liabi
a lities and stockholders' equity
$
1,679.2 $
1,671.8
The accompanying notes are an integral part of these consolidated financial statements.
36

CLEARWATER PAPER CORPORATION
Consolidated Statements of Operations
For The Years Ended December 31,
(In millions, except per share data)
2024
2023
2022
Net sales
$
1,383.6 $
1,136.0 $
1,195.0
Costs and expenses:
Cost of sales
1,307.5
935.3
982.5
Selling, general and administrative expenses
116.7
119.4
110.0
Other operating charges, net
24.0
3.2
3.2
Total operating costs and expenses
1,448.1
1,057.9
1,095.7
Income (loss) from continuing operations
(64.5)
78.1
99.3
Interest expense, net
(29.2)
(9.5)
(11.2)
Debt retirement costs
(9.1)
(3.1)
(0.5)
Other non-operating (expense) income
1.8
0.1
(5.7)
Total non-operating expense
(36.6)
(12.5)
(17.4)
Income (loss) from continuing operations before income taxes
(101.1)
65.6
81.9
Income tax provision (benefit
f )
(27.1)
16.9
29.2
Income (loss) from continuing operations
(74.0)
48.7
52.7
Income (loss) from discontinued operations before income taxes
73.3
78.6
(8.8)
Gain on sale of discontinued operations
307.2
—
—
Income tax provision (benefit
f ) of discontinued operations
110.2
19.6
(2.1)
Income (loss) from discontinued operations
270.3
59.0
(6.7)
Net income
$
196.3 $
107.7 $
46.0
Net income per common share:
Income (loss) per share from continuing operations - basic
$
(4.41) $
2.89 $
3.10
Income per share from discontinued operations - basic
16.11
3.50
(0.39)
Net income per share - basic
$
11.70 $
6.39 $
2.71
Income (loss) per share from continuing operations - diluted
(4.41)
2.85
3.07
Income per share from discontinued operations - diluted
16.11
3.45
(0.39)
Net income per share - diluted
$
11.70 $
6.30 $
2.68
Average shares of common stock used to compute net income per share (in thousands):
Basic
16,781
16,863
16,985
Diluted
16,781
17,091
17,181
The accompanying notes are an integral part of these consolidated financial statements.
37

CLEARWATER PAPER CORPORATION
Consolidated Statements of Comprehensive Income
For The Years Ended December 31,
(In millions)
2024
2023
2022
Net income
$
196.3 $
107.7 $
46.0
Other comprehensive income (loss), net of tax:
Defined benefit
f
pension and other postretirement employee benefits
f
:
Net (gain) loss arising during the period, net of tax
of $(1.2), $0.9 and $1.5
(3.6)
2.8
4.7
Amortization of actua
t
rial (gain) loss included in net periodic cost,
net of tax of $(0.1), $(0.1) and $1.6
(0.3)
(0.2)
4.7
Other comprehensive income, net of tax
(3.8)
2.6
9.3
Comprehensive income
$
192.5 $
110.3 $
55.3
The accompanying notes are an integral part of these consolidated financial statements.
38

CLEARWATER PAPER CORPORATION
Consolidated Statements of Cash Flows
For The Years Ended December 31,
(In millions)
2024
2023
2022
Operating activities
Net income
$
196.3 $
107.7 $
46.0
Adju
d stments to reconcile net income to net cash flo
f ws provided by
operating activities:
Depreciation and amortization
99.8
98.6
103.3
Equity-based compensation expense
5.6
9.9
12.7
Deferred taxes
39.0
(14.9)
(7.9)
Defined benefit
f
pension and other postretirement employee benefits
f
(4.2)
(2.0)
3.0
Gain on business divestiture
(307.2)
—
—
Amortization of defer
f red debt costs and debt retirement
11.8
4.4
2.0
Loss on sale or impairment associated with assets
1.9
2.1
6.1
Changes in operating assets and liabi
a lities, net of acquisitions and divestitures:
(Increase) decrease in accounts receivabl
a e
(87.2)
(1.3)
(16.9)
(Increase) decrease in inventories
12.4
4.0
(46.3)
(Increase) decrease in other current assets
(2.5)
0.8
(2.4)
Increase (decrease) in accounts payable and accrued liabilities
98.9
(21.3)
49.2
Other, net
(3.0)
2.6
1.5
Net cash flo
f ws provided by operating activities
61.4
190.7
150.2
Investing activities
Additions to property, plant and equipment 1
(116.6)
(73.7)
(33.5)
Acquisition of business
(708.2)
—
—
Proceeds fro
f
m business divestiture
992.5
—
—
Net cash flo
f ws provided by (used in) investing activities
167.7
(73.7)
(33.5)
Financing activities
Borrowings on long-term debt
753.4
222.0
—
Repayments of long-term debt
(931.1)
(325.6)
(80.9)
Taxes paid related to net share settlement of equity awards
(4.1)
(4.7)
(2.5)
Repurchases of common stock
(10.0)
(17.9)
(5.0)
Payments for debt issuance costs
(5.6)
(3.1)
(0.9)
Other, net
5.9
—
0.8
Net cash flo
f ws used in financing activities
(191.4)
(129.4)
(88.6)
Increase (decrease) in cash and cash equivalents
37.7
(12.4)
28.2
Cash and cash equivalents at beginning of period
42.0
54.4
26.2
Cash and cash equivalents at end of period
$
79.6 $
42.0 $
54.4
Supplemental disclosures of cash flow information
Cash paid for interest, net of amounts capitalized
$
52.4 $
37.8 $
33.0
Cash paid for income taxes, net of refunds received
$
19.0 $
16.6 $
43.0
1 Capi
a tal expenditures of $25.8 million, $13.0 million and $15.7 million that have not been paid as of December 31, 2024, 2023 and 2022 were
excluded fro
f
m the Statement of Cash Flows.
The accompanying notes are an integral part of these consolidated financial statements.
39

CLEARWATER PAPER CORPORATION
Consolidated Statements of Stockholders’ Equity
mmon Stock
Additional Paid-
In Capital
Treasury Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
(In millions, except share amounts which are in thousands)
Shares
Amount
Shares
Amount
Balance at December 31, 2021
16,692 $
— $
23.6 $
— $
— $
530.7 $
(42.6) $
511.7
Net income
—
—
—
—
—
46.0
—
46.0
Stock-based compensation expense
—
—
11.7
—
—
—
—
11.7
Issuance of shares under stock plans, net
220
—
(1.8)
—
—
—
—
(1.8)
Pension and other postretirement employee benefit
f s, net
of tax of $3.1
—
—
—
—
—
—
9.3
9.3
Repurchases of common stock
(150)
—
(5.0)
—
—
—
—
(5.0)
Balance at December 31, 2022
16,762
—
28.5
—
—
576.8
(33.3)
572.1
Net income
—
—
—
—
—
107.7
—
107.7
Stock-based compensation expense
—
—
9.0
—
—
—
—
9.0
Issuance of shares under stock plans, net
266
—
(4.7)
—
—
—
—
(4.7)
Pension and other postretirement employee benefit
f s, net
of tax of $0.9
—
—
—
—
—
—
2.6
2.6
Repurchases of common stock
(543)
—
(17.9)
—
—
—
—
(17.9)
Balance at December 31, 2023
16,485
—
14.9
—
—
684.5
(30.7)
668.8
Net income
—
—
—
—
—
196.3
—
196.3
Stock-based compensation expense
—
—
6.0
—
—
—
—
6.0
Issuance of shares under stock plans, net
247
—
(2.7)
—
—
—
—
(2.7)
Pension and other postretirement employee benefit
f s, net
of tax benefit
f
of $1.3
—
—
—
—
—
—
(3.8)
(3.8)
Repurchases of common stock
(164)
—
(6.7)
(123)
(3.3)
—
—
(10.0)
Balance at December 31, 2024
16,568 $
— $
11.5
(123) $
(3.3) $
880.8 $
(34.5) $
854.6
The accompanying notes are an integral part of these consolidated financial statements.
40

CLEARWATER PAPER CORPORATION
Notes to Consolidated Financial Statements
PAGE
NUMBER
NOTE 1
Summary of Significant Accounting Policies
42
E 2
Recently Adopted and New Accounting Standards
47
NOTE 3
Business Acquisition
47
NOTE 4
Discontinued Operations
48
NOTE 5
Fair Value Measurements
50
NOTE 6
Leases
50
NOTE 7
Goodwill and Intangible Assets
52
NOTE 8
Income Taxes
53
NOTE 9
Debt
56
NOTE 10
Other Operating Charges, net
58
NOTE 11
Non-Operating Expense
59
NOTE 12
Retirement Plans and Postretirement Benefits
59
NOTE 13
Accumulated Other Comprehensive Loss
65
E 14
Earnings per Share
65
NOTE 15
Stockholders' Equity
66
NOTE 16
Commitments and Contingencies
67
NOTE 17
Insurance Recovery
68
NOTE 18
Segments Disclosure
68
NOTE 19
Subsequent Events
69
41

NOTE 1 Summary of Signific
f ant Accounting Policies
NATURE OF OPERAT
R
IONS AND BASIS OF PRESENTATION
We are a premier manufac
f
turer and suppl
u
ier of bleached pape
a
rboard focused on servicing independent converters in
North America. We also offe
f r services that include customer sheeting, slitting, and cutting. Prior to the completion of the
sale of our tissue business, we manufact
f
ur
t
ed and sold consumer and parent roll tissues to majo
a r retailers, including
grocery,
r
club and discount stores.
On May 1, 2024, we completed the acquisition of a pape
a
rboard manufact
f
ur
t
ing facility and associated business in
Augusta, Georgia. See Note 3, "Business Acquisition," for more information about the acquisition.
On November 1, 2024, we completed the sale of our tissue business. This represents a strategic shiftf in our operations
and financial results requiring discontinued operations accounting treatment associated with this division. For all periods
presented, the operating results associated with our tissue business have been reclassified to discontinued operations and
have been shown as income (loss) from discontinued operations on our Consolidated Statements of Operations. The
assets and liabi
a lities associated with this business have been reflected as current and long-term assets and liabi
a lities of
discontinued operations in the Consolidated Balance Sheets. Additionally, certain reclassifications have been made to
our continuing business to reflect certain intercompany transactions between our tissue business and our remaining entity
such as treatment of intercompany sales and cost inputs. For the years ended December 31, 2023 and 2022, the impact of
this reclassification was an increase to net sales of $76.7 million and $65.1 million and an increase to cost of sales of
$77.5 million and $65.7 million. See Note 4, "Discontinued Operations," for more information on the divestiture.
Unless the context otherwise requires or unless otherwise indicated, references in this report to “Clearwater Pape
a
r
Corporation,” “we,” “our,” “the Company” and “us” refer to Clearwater Pape
a
r Corporation and its subs
u
idiaries. All
dollar amounts are shown in millions, except share and per share amounts.
USE OF ESTIMATES
The preparation of financial statements in confor
f
mity with accounting principles generally accepted in the U.S. requires
management to make estimates and assumptions that affe
f ct the reported amounts of assets and liabi
a lities and disclosure
of contingent assets and liabi
a lities at the date of the financial statements and the reported amounts of net sales and
expenses during the reporting period. Actual results may differ from those estimates.
PRINCIPLES OF CONSOLIDATION
These consolidated financial statements include the financial condition and results of operations of Clearwater Pape
a
r
Corporation and its wholly-owned subs
u
idiaries. All intercompany transactions and balances between operations within
the Company have been eliminated. Certain amounts have been reclassified from prior year presentation for consistency.
BUSINESS COMBINATIONS
We apply the principles provided in the Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 805, Business Combinations, to determine whether an acquisition involves an asset or a business. In
determining whether an acquisition should be accounted for as a business combination or asset acquisition, we first
determine whether subs
u
tantially all of the fair value of the gross assets acquired is concentrated in a single identifiable
asset or a group of similar identifia
f bl
a e assets. If this is the case, the single identifia
f bl
a e asset or the group of similar assets
is accounted for as an asset acquisition. If this is not the case, we then further evaluate whether the single identifia
f bl
a e
asset or group of similar identifiable assets and activities includes, at a minimum, an input and a subs
u
tantive process that
together significantly contribute to the ability to create output
t
s. If so, the transaction is accounted for as a business
combination.
We account for business combinations using the acquisition method of accounting which requires that (i) identifiable
assets acquired (including identifiable intangible assets) and liabi
a lities assumed generally be measured and recognized at
fair value as of the acquisition date and (ii) the excess of the purchase price over the estimated net fair value of
identifia
f bl
a e assets acquired and liabi
a lities assumed be recognized as goodwill, which is not amortized for accounting
purpos
r
es but is subj
u ect to testing for impairment at least annually. We measure and recognize asset acquisitions that are
not deemed to be business combinations based on the cost to acquire the assets. Goodwill is not recognized in an asset
acquisition with any consideration in excess of net assets acquired allocated to acquired assets on a relative estimated fair
value basis. Transaction costs are expensed in a business combination and transaction costs directly attributable to the
acquisition are considered a component of the cost of the acquisition in an asset acquisition. See Note 3, "Business
Acquisition," for additional information.
42

DISCONTINUED OPERAT
R
IONS
We present discontinued operations when there is a plan to dispose of a component of an entity or a group of components
of an entity if the disposal represents a strategic shift t
f
hat has (or will have) a major effe
f ct on an entity’s operations and
financial results. In the period in which the component meets held-for-sale or discontinued operations criteria, the major
assets and liabi
a lities are reported as components of total assets and liabi
a lities separate fro
f
m those balances of the
continuing operations. At the same time, the results of all discontinuing operations, less appl
a
icable income taxes, are
reported as components of net income (loss) separate from the net income (loss) from continuing operations.
Additionally, we have elected to allocate interest expense to discontinued operations related to debt that was not directly
attributed to the division being disposed of. I
f
nterest expense was allocated based on a ratio of net assets of discontinued
operations to the consolidated net assets plus consolidated debt. See Note 4, "Discontinued Operations," for fur
f
ther
information.
CASH AND CASH EQUIVALENTS
We consider all highly liquid instrum
r
ents with maturities of three months or less to be cash equivalents.
ACCOUNTS RECEIVABLE
Receivables consist of:
December 31,
2024
2023
Trade accounts receivabl
a e
$
167.5
$
85.2
Allowance for
f
current expected credit losses
(1.6)
(1.2)
Unbilled receivabl
a es
5.3
4.1
Taxes receivabl
a e
2.6
4.8
Other
15.0
3.1
$
188.7
$
96.1
INVENTORIES
Our inventories are stated at the lower of net realizabl
a e value or current cost using the average cost method.
December 31,
2024
2023
Logs, chips and sawdust
$
25.1
$
22.1
Pulp
6.9
4.7
Pape
a
rboard products
123.4
77.4
Materials and suppl
u
ies
102.5
57.0
$
258.0
$
161.2
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, including assets acquired under fin
f ance 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
f
land
improvements, 10 to 40 years for
f
buildings and improvements and 2 to 25 years for machinery a
r
nd equipment (includes
offi
f ce and other equipment).
December 31,
2024
2023
Land and land improvements
$
65.8
$
45.1
Buildings and improvements
232.4
179.4
Machinery a
r
nd equipment
1,942.6
1,341.1
Construc
r
tion in progress
87.6
43.0
Property, plant and equipment
2,328.4
1,608.6
Less accumulated depreciation and amortization
(1,305.4)
(1,247.9)
Property, plant and equipment, net
$
1,023.1
$
360.7
43

At December 31, 2024 and 2023, included within property, plant and equipment, net were fin
f ance leases of $8.6 million
and $0.0 million and associated accumulated depreciation amounts of $0.3 million and $0.0 million.
Depreciation expense is included in our financials as follows:
For The Years Ended December 31,
2024
2023
2022
Continuing operations
$
67.7 $
38.6 $
38.5
Discontinued operations
30.0
57.9
62.6
Amortization of intangibles
2.1
2.1
2.1
$
99.8 $
98.6 $
103.3
PLANNED MAINTENANCE
We recognize the cost of repair and maintenance activities in the period in which the activity is performed or goods are
consumed under the direct expense method. We perform planned maintenance activities at our facilities periodically and
associated expenses are included in cost of sales.
LEASES
Operating lease right-of-use (ROU) assets and liabi
a lities are recognized at the commencement date of a lease based on
the present value of lease payments over the lease term. Our leases may include options to extend or terminate the lease.
These options to extend are included in the lease term when it is reasonabl
a y certain that we will exercise that option.
Some leases have variable payments: however, because they are not based on an index or rate, they are not included in
the ROU assets and lease liabi
a lities. Variable payments for real estate leases primarily relate to common area
maintenance, insurance, taxes and utilities. Variable payments for equipment, vehicles, and leases within suppl
u
y
agreements primarily relate to usage, repairs and maintenance. As the implicit rate is not readily determinable for most of
our leases, we appl
a
y a portfol
f io approach using an estimated incremental borrowing rate to determine the initial present
value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and
company specific infor
f
mation. We use our unsecured borrowing rate and risk-adju
d st that rate to approximate a
collateralized rate. Leases having a lease term of twelve months or less are not recorded on the balance sheet and the
related lease expense is recognized on a straight-line basis over the term of the lease. In addition, we have applied the
practical expedient to account for the lease and non-lease components as a single lease component for all of our leases.
See Note 6, "Leases" for
f
further infor
f
mation.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
December 31,
2024
2023
Trade payables
$
164.6 $
89.1
Accrue
r
d compensation
38.2
32.8
Operating lease liabi
a lities
11.1
8.5
Taxes payable
50.8
1.2
Other
55.0
63.8
$
319.7 $
195.5
Included in accounts payable and other accrue
r
d liabi
a lities is $25.8 million and $13.0 million related to capital
expenditures that had not yet been paid as of December 31, 2024 and 2023.
We maintain a program with a fin
f ancial institution to provide our vendors with an option to receive payments earlier than
our standard payment terms. Vendors receive payments directly from the fin
f ancial institution. We are obligated to repay
the fin
f ancial institut
t ion in the next billing cycle which is generally 35 to 60 days later than payment to the supplier.
Amounts under this program were included in "Other" in the table above and payments made under this program are
reflected as cash outflows for
f
operating activities in the Consolidated Statements of Cash Flows.
The roll for
f
ward of our outstanding obligations confir
f med as valid under the program were as follows:
44

December 31,
2024
2023
Suppl
u
ier fin
f ance program obligations balance, beginning of the year
$
14.7 $
14.5
Invoice amounts added dur
d
ing the year
84.1
74.7
Invoice amounts paid dur
d
ing the year
(86.1)
(74.6)
Suppl
u
ier fin
f ance program obligations balance, end of year
$
12.7 $
14.7
RETIREMENT PLANS AND POSTRETIREMENT BENEFITS
We are required to use actua
t
rial methods and assumptions in the valuation of defin
f ed benefit obligations and other
postretirement obligations and the determination of expense. Differences between actua
t
l and expected results or changes
in the values of the obligations and plan assets are not recognized in earnings as they occur but, rather, systematically
and gradually over subsequent periods.
See Note 12, "Retirement Plans and Postretirement Benefits
f
," for fur
f
ther information.
INCOME TAXES
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabi
a lities are recognized for
f
the fut
f ur
t
e tax consequences attributable to differences between the consolidated financial statement carrying amounts of
existing assets and liabi
a lities and their respective tax basis and operating loss and tax credit carryforwards. Defer
f red tax
assets and liabi
a lities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary d
r
iffe
f rences are expected to be recovered or settled. The effe
f ct on deferred tax assets and liabi
a lities 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 probabi
a lity 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 probabi
a lity
that the uncertain tax positions will withstand challenge, if any, from tax authorities. When facts and circumstances
change, we reassess these probabi
a lities and record any changes in the consolidated financial statements as appr
a
opriate.
See Note 8, "Income Taxes," for
f
further infor
f
mation.
REVENUE RECOGNITION
We enter into contracts that can include various combinations of pape
a
rboard products, which are generally distinct and
accounted for as separate performance obligations.
Generally, revenue is recognized at a point in time upon transfer
f
of control of promised products or services to customers
in an amount that reflects the consideration we expect to receive in exchange for those products or services. Transfer of
control typically occurs when the title and risk of loss passes to the customer. Shipping terms generally indicate when
title and the risk of loss have passed, usually this is upon receipt at our customer's destination. We have elected to treat
shipping and handling costs as a ful
f fillment cost. We expense incremental direct costs of obtaining a contract (sales
commissions) when incurred because the amortization period is generally 12 months or less. We maintain consignment
inventory a
r
t a limited number of customer locations. For consigned inventory,
r
we recognize revenue upon transfer
f
of
control, which is often in advance of invoicing the customer. These amounts are classified as unbilled receivabl
a es in the
above detail of accounts receivabl
a e.
We provide for trade promotions, customer cash discounts and other deduc
d
tions, which are considered variable
consideration and recorded as a reduc
d
tion to net sales. Returns and credits are estimated at contract inception and updated
at the end of each reporting period as additional infor
f
mation becomes availabl
a e. Revenue, net of returns and credits, is
only recognized to the extent that it is probabl
a e that a significant reversal of any incremental revenue will not occur.
Judgment associated with forecasted volumes is required to determine the most probabl
a e amount of variable
consideration to appl
a
y as a reduction to net sales. Revenue is recognized net of any taxes collected from customers.
For more infor
f
mation on the disaggregation of revenue by primary g
r
eographical market and major product line, see Note
18, "Segment Disclosure."
45

OTHER OPERATING CHARGES, NET
We classify significant amounts unrelated to ongoing core operating activities as “Other operating charges, net” in the
Consolidated Statements of Operations. Such items include, but are not limited to, amounts related to facility closures
and related gain (loss) on sale and impairment, restructur
t
ing charges (including severance charges), charges to establish
and maintain litigation or environmental reserves, gains or losses fro
f
m settlements with governmental or other
organizations, acquisition, integration and divestitur
t
e related costs and cash settled equity-based compensation to our
directors. Due to the nature of these items, amounts in the statement of operations can fluctuate fro
f
m year to year. The
determination of which items are considered significant and unrelated to core operations is based upon
u
management’s
judgment.
See Note 10, "Other Operating Charges, net" for
f
a discussion of specific
f
amounts in 2024, 2023 and 2022.
ACCOUNTS RECEIVABLE ARRANGEMENT
Prior to the sale of our tissue business, we maintained an uncommitted supply-chain fin
f ancing program with a global
financial institution. Under this program, a specific
f
customer's trade accounts receivabl
a e may be acquired, without
recourse, by the institution at a discounted rate.
For the years ended December 31, 2024 and 2023, we sold $261.6 million and $257.5 million of receivables. The
proceeds fro
f
m these sales of receivabl
a es are included within operating activities in our Consolidated Statements of Cash
Flows. For the years ended December 31, 2024, 2023, and 2022 factoring expense on the sale of receivabl
a es was $3.4
million, $3.7 million, and $1.8 million and was included Selling, general and administrative expense within our Income
(loss) from discontinued operations in our Consolidated Statements of Operations.
ENVIRONMENTAL AND ASSET RETIREMENT OBLIGATIONS
We estimate our environmental and asset retirement obligations based on various assumptions and judgments, the
specific natur
t
e of which varies in light of the particular fac
f
ts and circumstances surrounding each liabi
a lity. These
estimates typically refle
f ct assumptions and judgments as to the probabl
a e natur
t
e, magnitude and timing of required
investigation, remediation and monitoring activities and the probabl
a e cost of these activities. We have accrue
r
d only for
f
specific costs related to environmental matters that we have determined are probabl
a e and for which an amount can be
reasonabl
a y estimated. For asset retirement obligations, the liability is accreted to its settlement value and, where
appropriate, the capi
a talized cost is depreciated over the useful
f
life of the related asset. Upon settlement of the liabi
a lity, we
recognize a gain or loss for
f
any diffe
f rence between the settlement amount and the liabi
a lity recorded. Our asset retirement
obligation is included in "Deferred tax liabi
a lities and other long-term obligations" in the Consolidated Balance Sheets.
Our asset retirement obligation refle
f cts the estimated present value of our obligations for capping, closure and post
closure cost with respect to landfills
f
, asbestos remediation and other ongoing environmental monitoring. The fol
f lowing
tabl
a e represents the activity associated with our asset retirement obligations.
December 31,
2024
2023
Beginning balance
$
2.0
$
1.9
Liabilities acquired
2.9
—
Accretion expense
0.2
0.1
Payments
(0.1)
(0.1)
Ending balance
$
5.0
$
2.0
TREASURY STOCK
Under our 2024 stock repurchase authorization, we repurchase shares of common stock and such shares are recorded at
cost as treasury s
r
tock and result in a reduction of shareholders' equity in the Consolidated Balance Sheets. We use the
weighted-average cost method for determining the cost of shares reissued. The difference between the cost of the
treasury s
r
hares and the reissuance value is added to or deduc
d
ted fro
f
m additional paid-in capital. If additional paid in
capital is exhausted, amounts will be deducted directly from retained earnings upon reissuance.
46

NOTE 2 Recently Adopted and New Accounting Standards
RECENTLY ADOPTED
In November 2023, the FASB issued ASU No. 2023-07, Segm
e
ent Repor
e
ting—Im
—
pr
m
ovements to Repor
e
table Segm
e
ent
Disc
i
losures (Topi
T
c 280). This standard requires enhanced disclosures of segment expenses as well as additional
information provided to the Chief Operating Decision Maker. This ASU is effe
f ctive for annual periods beginning afte
f r
December 15, 2023, and interim periods within fiscal years beginning afte
f r December 15, 2024. The amendments in this
ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is
permitted. We adopted this new standard on January 1, 2024. See Note 18, "Segment Disclosure," for additional
information. The adoption of this standard did not have a material impact on our financial statements.
NEW ACCOUNTING STANDARDS
In November 2024, the FASB issued ASU 2024-03, Disa
i
ggregation of Income Statement Expe
x
nses (Subt
S
opic 220-40),
which requires disaggregated disclosure of certain types of expenses, such as inventory
r purchases, employee
compensation, depreciation, and amortization in commonly presented expense captions such as cost of revenue and
selling, general and administrative expenses. This ASU is effe
f ctive for fiscal years beginning afte
f r December 15, 2026,
and interim periods within fiscal years beginning afte
f r December 15, 2027. Early adoption is permitted. We are currently
evaluating the impact this new standard will have on our consolidated financial statement disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes
a
—Imp
I
rovements to Income Tax
a Disc
i
losures (Topi
T
c
740), which requires enhanced disclosures primarily related to the rate reconciliation and disaggregation of income taxes
paid. This ASU is effe
f ctive for annual periods beginning afte
f r December 15, 2024, with early adoption permitted.
Adoption of this ASU will result in additional disclosure, but it will not impact our consolidated financial position,
results of operations or cash flows.
NOTE 3 Business Acquisition
On May 1, 2024, we completed the acquisition of a pape
a
rboard manufac
f
turing facility and associated business, located in
Augusta, Georgia (Augusta) from Graphic Packaging International, LLC (Augusta Acquisition). The acquisition is being
accounted for under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805,
Business Combinations as a business combination as opposed to an asset acquisition. We used borrowings under our
credit facilities to fund the acquisition. This acquisition strengthened our position as a premier, independent suppl
u
ier of
pape
a
rboard products to converters through improved scale and cost structur
t
e.
The purchase price of the Augusta Acquisition was allocated to assets acquired and liabi
a lities assumed based on the
estimated fair values as of the date of acquisition. The excess of the purchase price over the fair value of the net assets
acquired was allocated to goodwill, which is expected to be deductible for tax purpos
r
es. The allocation of the purchase
price shown below remains preliminary
r and is subj
u ect to further adju
d stment, pending additional refinement and final
completion of valuations, including but not limited to valuations of property, plant and equipment. Goodwill is primarily
attributed to synergies from future expected economic benefits, including enhanced revenue growth as well as cost
savings from reduction of duplicative overhead, streamlined operations and enhanced operational effi
f ciency.
The purchase price allocation as of December 31, 2024 is as follows:
47

Original Purchase
Price Allocation
Measurement Period
Adju
d
stments
Updated Purchase
Price Allocation
Purchase price
$
708.2 $
— $
708.2
Inventories, net
102.8
—
102.8
Other current assets
0.4
(0.1)
0.4
Property, plant and equipment
609.3
1.0
610.3
Other assets, net
11.8
—
11.8
Total assets acquired
724.3
0.9
725.2
Current portion of long-term debt
(0.6)
—
(0.6)
Accounts payable and accrue
r
d liabi
a lities
(7.7)
(0.8)
(8.5)
Long-term debt
(8.9)
—
(8.9)
Other long-term obligations
(12.6)
—
(12.6)
Total liabi
a lities assumed
(29.7)
(0.8)
(30.5)
Net assets acquired
694.5
0.1
694.7
Goodwill
13.7
(0.1)
13.6
Total estimated fair value of net assets acquired
$
708.2 $
— $
708.2
As reflected in the above
a
tabl
a e, we updated the purchase price allocation related to Augusta Acquisition based on third-
party valuation reports we received. As a result, we updated the fair value of property, plant and equipment acquired and
made other insignificant upda
u
tes, with a corresponding change to goodwill.
The Consolidated Statement of Operations includes $341.3 million of Net Sales and $27.0 million of Net Loss for the
twelve months ended December 31, 2024 associated with this acquisition.
The fol
f lowing unaudited pro forma consolidated financial infor
f
mation for
f
the twelve ended December 31, 2024
combines our results and the unaudited results of the Augusta operations for the corresponding periods. The unaudited
pro for
f
ma consolidated financial infor
f
mation assumes that the Augusta Acquisition, which closed on May 1, 2024, was
completed on January 1, 2023. The pro forma consolidated financial infor
f
mation has been calculated after applying our
accounting policies and includes adjustments to reduc
d
e previously recorded amortization expense, fair value adjustments
for acquired inventory,
r
property, plant and equipment and operating leases. The impact to depreciation expense was de
minimis due to the valuation step up b
u
eing offs
f et by increased useful lives. These pro for
f
ma results have been prepared
for comparative purpos
r
es only and do not purpor
r
t to be indicative of our operating results that would have been achieved
had the Augusta Acquisition actua
t
lly taken place on January 1, 2023. In addition, these results are not intended to be a
projection of fut
f ur
t
e results and do not reflect events that may occur after the Augusta Acquisition, including but not
limited to revenue enhancements, cost savings or operating synergies that we may achieve as a result of the Augusta
Acquisition.
For The Years Ended December 31,
(Unaudited)
2024
2023
Net sales
$
1,572.4
$
1,750.8
Net income
183.0
124.1
NOTE 4 Discontinued Operations
On November 1, 2024, we completed the sale of our tissue business to Sofid
f el America Corp.
r
The purchase price was
$1.06 billion in cash, subj
u ect to adjustments for working capi
a tal, indebtedness and transaction expenses. We recorded a
gain on sale of $307.2 million. The gain and cash proceeds are subj
u ect to customary working capital adjustments dur
d
ing a
specified period following the close of the sale. We have estimated the preliminary n
r
on-cash working capital adjustment
of $13.1 million, which is excluded fro
f
m "Proceeds from business divestiture" within Investing Activities on the
Consolidated Statement of Cash Flows for the year ended December 31, 2024.
Below is a reconciliation of line items constituting pre-tax income from discontinued operations to the after-tax income
from discontinued operations as reported on our Consolidated Statement of Operations:
48

For The Years Ended December 31,
2024
2023
2022
Net sales
$
870.3 $
1,023.4 $
950.2
Cost of sales
733.0
892.6
906.0
Selling, general and administrative expenses
26.2
29.4
23.0
Other operating charges, net
14.4
2.4
6.6
Income from discontinued operations
96.7
99.1
14.6
Non-operating expense
(23.4)
(20.5)
(23.4)
Income (loss) from discontinued operations before income taxes
73.3
78.6
(8.8)
The major components of “Other operating charges, net” included in discontinued operations for the years ended
December 31, 2024, 2023 and 2022 are refle
f cted in the table below. These items are considered outside of our core
discontinued operations.
For The Years Ended December 31,
2024
2023
2022
Divestiture related costs
$
12.7 $
— $
—
Costs associated with mill closure
—
—
0.3
Loss on sale or impairment associated with assets
0.4
2.4
4.7
Business improvement and other expenses
1.3
—
1.6
$
14.4 $
2.4 $
6.6
The carrying amounts of major components of assets and liabi
a lities included as part of discontinued operations are as
follows:
December 31, 2023
Assets of discontinued operations:
Receivabl
a es, net of allowance for
f
current expected credit losses
$
88.4
Inventories, net
158.6
Other current assets
0.5
Property, plant and equipment, net
629.4
Other assets, net
28.5
Total assets of discontinued operations
905.4
Liabilities of discontinued operations:
Current portion of long-term debt
0.8
Accounts payable and accrue
r
d liabi
a lities
89.6
Long-term debt
22.4
Liability for pension and other postretirement employee benefit
f s
1.2
Deferred tax liabilities and other long-term obligations
114.5
Total liabi
a lities of discontinued operations
228.6
Net assets of discontinued operations
$
676.8
Operating and investing cash flo
f ws of the discontinued operation are presented in the following tabl
a e:
Twelve Months Ended December 31,
2024
2023
2022
Net cash provided by operating activities of discontinued operations
$
143.7 $
121.3 $
68.9
Net cash used in investing activities of discontinued operations
(11.4)
(18.8)
(8.0)
In connection with the divestiture, we entered into a Lease Agreement to lease the portion of the land and building on
49

which our tissue business operated at the Lewiston, Idaho faci
f
lity. The lease term shall be five years with certain renewal
rights for
f
a maximum of ten years. The lease was determined to be at below market rates and correspondingly a portion
of the gain was deferred and will be amortized over the expected lease period (see Note 6). Additionally, we entered into
a Services and Use Agreement which we will provide certain services in connection with the ongoing operations at the
buyer's manufact
f
ur
t
ing fac
f
ilities located in Lewiston, Idaho. We are operating under a Transition Services Agreement
with the buyer to provide certain back offi
f ce services (accounting and IT suppor
u
t) until October 31, 2025. Included in the
Consolidated Balance Sheet at December 31, 2024 are $2.7 million in accounts receivabl
a e.
NOTE 5 Fair Value Measurements
Fair value measurements and disclosure requirements establish a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value into three levels. Level 1 inputs, the highest priority, are quoted prices in
active markets for identical assets or liabi
a lities. Level 2 inputs refle
f ct other than quoted prices included in level 1 that are
either observabl
a e directly or through corroboration with observabl
a e market data. Level 3 inputs are unobservabl
a e inputs
due to little or no market activity for the asset or liabi
a lity, such as internally-developed valuation models.
Carrying amounts reported on the consolidated balance sheets for
f
cash and cash equivalents, receivabl
a es and accounts
payabl
a e appr
a
oximate fair value due
d
to the short-term maturity of these instrum
r
ents. See discussion on fair market values
for long-term debt included within Note 9, "Debt."
We review the carrying amounts of goodwill and long-lived assets to be held and used for
f
impairment wherever events
or changes in circumstances indicate possible impairment. An impairment loss is recognized when a long-lived asset's
carrying amount is not recoverabl
a e and exceeds estimated fai
f r value. See Note 7, "Goodwill and Intangible Assets" for
f
discussion of fair market values for goodwill.
NOTE 6 Leases
We have operating leases for
f
manufact
f
ur
t
ing, offi
f ce, equipment and vehicles. Our leases have remaining lease terms from
less than one to eleven years, and some of our leases include one or more options to renew.
COMPONENTS OF LEASE EXPENSE
For The Years Ended December 31,
2024
2023
2022
Operating lease costs
$
12.9 $
9.4 $
8.3
Finance lease costs:
Amortization of ROU assets
0.3
—
—
Interest on lease liabi
a lities
0.5
—
—
Total fin
f ance lease costs
0.8
0.0
0.0
Variable lease costs
0.5
0.3
0.3
Total lease costs
$
14.2 $
9.7 $
8.6
50

SUPPLEMENTAL BALANCE SHEET INFORMATION
December 31,
Balance Sheet Caption
2024
2023
Lease ROU assets
Operating lease assets
Other assets, net
$
39.1 $
31.7
Finance lease assets, net
Property, plant and equipment, net
$
8.3 $
—
Lease Liabilities
Current operating lease liabi
a lities
Accounts payable and accrued liabilities
$
11.1 $
8.5
Current finance lease liabi
a lities
Current portion of long-term debt
$
0.6 $
—
Non-current operating lease liabi
a lities
Deferred tax liabi
a lities and other long-
term obligations
$
28.3 $
24.2
Non-current finance lease liabi
a lities
Long-term debt
$
8.4 $
—
Total operating lease liabi
a lities
$
39.4 $
32.7
Total fin
f ance lease liabi
a lities
$
9.1 $
—
LEASE TERM AND DISCOUNT RATE
December 31,
2024
2023
Weighted average remaining lease term (years)
Operating leases
4.3
4.1
Finance leases
12.3
0.0
Weighted average discount rate
Operating leases
6.5 %
6.1 %
Finance leases
7.4 %
— %
SUPPLEMENTAL CASH FLOW INFORMATION
The table below includes lease infor
f
mation for
f
both continuing and discontinued operations.
For The Years Ended December 31,
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flo
f ws from operating leases
$
20.7 $
19.6 $
19.7
Operating cash flo
f ws from fin
f ance leases
1.6
2.0
2.1
Financing cash flo
f ws from fin
f ance leases
1.1
0.9
1.1
Non-cash amounts for
f
lease liabi
a lities arising fro
f
m obtaining ROU
assets:
Operating leases
$
3.5 $
32.7 $
6.4
Finance leases
—
—
4.2
Operating leases assumed on business acquisition
14.5
—
—
Finance leases assumed on business acquisition
8.6
—
—
51

MATURITY OF LEASE LIABILITIES
As of December 31, 2024, our future maturities of lease liabi
a lities were as follows:
Operating
Finance
2025
$
13.2 $
1.3
2026
11.6
1.3
2027
9.1
1.3
2028
4.5
1.2
2029
2.5
1.2
Thereafte
f r
4.5
7.7
Total lease payments
45.4
13.9
Less imputed interest
(6.0)
(4.8)
Present value of lease liabi
a lities
$
39.4 $
9.1
As discussed in Note 4, "Discontinued Operations," we entered into a Lease Agreement associated with the sale of our
tissue operations. This lease is included in "Accounts payable and accrue
r
d liabi
a lities" and "Deferred tax liabi
a lities and
other long-term obligations" on our Consolidated Balance Sheets. The matur
t
ity analysis of lease income associated with
the agreement as of December 31, 2024 is as follows:
Total
2025
$
4.8
2026
4.4
2027
4.0
2028
3.6
2029
3.3
Thereafte
f r
12.1
Total
$
32.1
NOTE 7 Goodwill and Intangible Assets
Changes in the carrying amounts of goodwill and intangible assets were as follows:
Goodwill
Intangibles -
Customer
Relationship
Total
Balance as of December 31, 2022
$
35.1
$
8.6
$
43.6
Amortization
—
(2.1)
(2.1)
Balance as of December 31, 2023
35.1
6.4
41.5
Recognized goodwill 1
13.6
—
13.6
Amortization
—
(2.1)
(2.1)
Balance as of December 31, 2024
$
48.6
$
4.3
$
52.9
1 Goodwill recognized from the Augusta acquisition. See Note 3, "Business Acquisition," for additional infor
f
mation.
The intangible assets associated with customer relationships are amortized over their useful
f
lives of 10 years.
We annually evaluate goodwill for possible impairment as of November 1 with additional interim evaluation performed
when management believes that it is more likely than not that events or circumstances have occurred that would result in
the impairment of a reporting unit’s goodwill. We evaluate our intangible assets for impairment when events or changes
in circumstances indicate that the carrying value may not be recoverabl
a e.
The gross book value and accumulated amortization of defin
f ite lived intangible assets at December 31, 2024 was $34.9
million and $30.6 million. The gross book value and accumulated amortization of defin
f ite lived intangible assets at
December 31, 2023 was $34.9 million and $28.4 million.
52

As of December 31, 2024, estimated future amortization expense related to intangible assets is as fol
f lows:
Amount
2025
$
2.1
2026
2.1
2027
—
2028
—
2029
—
Total
$
4.3
NOTE 8 Income Taxes
INCOME TAX PROVISION (BENEFIT)
The components of income tax provision (benefit
f ) fro
f
m continuing operations is comprised of the following:
For The Years Ended December 31,
2024
2023
2022
Current
Federal
$
(73.9) $
17.4
$
19.8
State
(1.1)
3.0
1.9
Total current
(75.0)
20.5
21.7
Deferred
Federal
50.9
(3.7)
3.2
State
(3.0)
0.1
4.3
Total defer
f red
47.9
(3.6)
7.5
Income tax provision (benefit
f )
$
(27.1) $
16.9
$
29.2
The income tax provision (benefit)
f
from continuing operations differs from the amount computed by applying the
statut
t ory f
r
ed
f
eral income tax rate to income (loss) before income taxes due
d
to the fol
f lowing:
For The Years Ended December 31,
2024
%
2023
%
2022
%
Tax at the statut
t ory r
r
ate
$
(21.2)
21.0 % $
13.8
21.0 % $
17.2
21.0 %
State and local taxes, net of federal income tax
impact
(4.5)
4.5 %
2.6
4.0 %
3.2
3.9 %
Adju
d stment for state deferred tax rate 1
(0.1)
0.1 %
(0.2)
(0.2)%
(4.7)
(5.7)%
Federal credits 2
(3.0)
3.0 %
(1.0)
(1.6)%
7.5
9.2 %
Uncertain tax positions
0.1
(0.1)%
2.2
3.3 %
(0.6)
(0.7)%
Non-deductible expenses
0.7
(0.7)%
1.3
1.9 %
1.6
1.9 %
Change in valuation allowances1
0.4
(0.4)%
(0.7)
(1.1)%
4.2
5.1 %
Other, net
0.6
(0.6)%
(1.0)
(1.5)%
0.6
0.8 %
Income tax provision (benefit
f )
$
(27.1)
26.8 % $
16.9
25.8 % $
29.2
35.5 %
1 In 2022, Idaho revised their state income tax rate. Given our expected utilization, we recorded an offs
f et to our valuation
allowances for the amount of this reduction.
2 In 2022, we adju
d sted our tax positions under audit related to the disallowance of a previously taken fed
f
eral tax credits
53

based upon
u
interpretation of the law.
DEFERRED TAXES
The tax effe
f cts of significant temporary d
r
iffe
f rences creating defer
f red tax assets and liabi
a lities at December 31 were:
2024
2023
Deferred tax assets:
Employee benefit
f s
$
2.2
$
2.1
Postretirement employee benefit
f s
11.4
13.0
Incentive compensation
2.6
3.7
Inventories
5.2
0.9
Pensions
0.9
—
Federal and state credit carryforwards
9.6
8.6
Federal and state net operating losses
1.0
1.4
Operating leases
6.9
8.1
Capi
a talized research credits
10.7
4.4
Other
1.7
—
Total defer
f red tax assets
52.1
42.2
Valuation allowance
(8.0)
(7.6)
Deferred tax assets, net of valuation allowance
44.2
34.6
Deferred tax liabilities:
Property, plant and equipment, net
(124.6)
(59.0)
Operating leases
(6.8)
(7.9)
Pensions
—
(0.5)
Intangible assets, net
—
(1.3)
Other
(0.7)
(1.2)
Total defer
f red tax liabi
a lities
(132.1)
(69.8)
Net defer
f red tax liabi
a lities
$
(88.0) $
(35.2)
Net defer
f red tax assets (liabi
a lities) consist of:
December 31,
2024
2023
Non-current deferred tax assets1
$
1.7
$
0.8
Non-current deferred tax liabilities
(89.7)
(36.0)
Net defer
f red tax liabi
a lities
$
(88.0) $
(35.2)
1
Included in "Other assets, net" on our accompanying December 31, 2024 and 2023 Consolidated Balance Sheets.
We have tax benefit
f s associated with state jurisdictions totaling $2.6 million which expire between 2025 and 2038.
54

UNCERTAIN TAX POSITIONS
The fol
f lowing tabl
a e provides a roll forward of our unrecognized tax benefits.
For The Years Ended December 31,
2024
2023
2022
Beginning balance
$
80.9 $
70.4 $
5.9
Increases:
Tax position taken in current year
0.9
0.4
68.6
Tax position taken in prior years
—
10.4
(0.1)
Decreases:
Settlements dur
d
ing the year
—
(0.3)
(3.1)
Tax position taken in prior years
(78.4)
—
—
Laps
a
e of statutes in current year
(1.0)
—
(0.9)
Ending balance
$
2.4 $
80.9 $
70.4
During 2022, we ceased operations in our wholly owned subsidiary, Cellu Tissue Holdings, Inc. and recorded a $68.4
million reserve for an estimated uncertain tax position relating to a worthless stock deduc
d
tion for
f
our investment which
represented a full reserve of the tax effects of that position. During 2023, an additional $10.4 million was recorded as a
reserve for
f
uncertain tax positions relating to state income tax effec
f
ts of the worthless stock deduc
d
tion. During the year
ended December 31, 2023, we filed our U.S. 2022 tax retur
t
n refle
f cting this position and requested a tax refund which
was generated primarily due
d
to the worthless stock deduc
d
tion. Prior to December 31, 2023, we received this refund.
f
In
2023, we requested a rul
r ing fro
f
m the IRS in connection with the worthless stock deduction and expect a determination in
2025.
Due to the sale of our tissue operations during 2024, we have determined that it is more likely than not that we will
sustain the value of the worthless stock deduction either as recorded or as a capital gain. We continue discussions with
the IRS on this deduction. Based upon
u
this conclusion, we have removed the uncertain tax position and reversed any
associated interest with this position.
We have operations in many states within the U.S. and are subject, at times, to tax audits in these jurisdictions. During
2023, we effe
f ctively settled fed
f
eral tax years 2015 through 2019, however such years remain subject to exam until the
U.S. federal exam is for
f
mally closed. With a few
f
exceptions, we are no longer subject to state and local tax examination
for years prior to 2018.
55

NOTE 9 Debt
Long-term debt at the balance sheet dates consisted of:
December 31, 2024
December 31, 2023
Interest Rate at
December 31,
2024
Principal
Unamortized
Debt Costs
Total
Principal
Unamortized
Debt Costs
Total
PCA Credit Agreement (term
revolver) maturing 2029,
fixed interest rate
—%
$
— $
— $
—
$
150.0 $
(2.8) $
147.2
2020 Notes, maturing 2028,
fixed interest rate
4.75%
275.0
(1.8)
273.2
275.0
(2.4)
272.6
ABL Credit Agreement
(revolving loan), maturing
2027, variable interest rate
—%
—
—
—
20.0
—
20.0
Finance leases
9.1
—
9.1
—
—
—
Total debt
284.1
(1.8)
282.2
445.0
(5.1)
439.9
Less: current portion
(0.6)
—
(0.6)
—
—
—
Net long-term portion
$
283.4 $
(1.8) $
281.6
$
445.0 $
(5.1) $
439.9
Deferred debt costs are amortized over the life o
f
f the related debt using a straight-line basis which appr
a
oximates the
effe
f ctive interest method. Deferred debt costs associated with our Credit Agreements are recorded within "Other assets,
net" on our Consolidated Balance Sheets.
The fai
f r value of our debt as of December 31 is included in the following table:
2024
2023
2020 Notes, maturing 2028, fixed interest rate
$
258.9 $
255.1
PCA Credit Agreement, matur
t
ing 2029, fixed interest rate
—
150.6
Revolving credit facility, maturing 2027, variable interest rate
—
20.0
$
258.9 $
425.7
PCA CREDIT AGREEMENT
On May 1, 2024, we entered into the PCA Credit Agreement with the lenders party thereto and AgWest Farm Credit,
PCA, as administrative agent. The PCA Credit Agreement amended and restated our prior credit agreement dated as of
October 27, 2023 with the lenders party thereto and AgWest Farm Credit, PCA as administrative agent. The PCA Credit
Agreement consists of a term revolver commitment of $270 million and initially, also included two term loans in the
original outstanding aggregate principal amount of $490 million. During 2024, drawn balances on these two term loans
were fully repaid. We may increase term revolver commitments under the PCA Credit Agreement in an aggregate
amount of up to $60 million, subj
u ect to obtaining commitments fro
f
m any participating lenders and certain other
conditions. The term revolver commitment under the PCA Credit Agreement is subject to an annual reduc
d
tion of 2% of
the commitments then in effe
f ct. The PCA Credit Agreement matures on May 1, 2029, subj
u ect to a springing maturity
beginning on the date that is 91 days prior to the matur
t
ity of the Company’s 2020 Notes if the outstanding principal
amount of the 2020 Notes plus $50 million is at any time during such 91 day period greater than the sum of our availabl
a e
borrowing liquidity and unrestricted cash.
We may prepay and reborrow any borrowings under the PCA Credit Agreement, in whole or in part, at any time and
from time to time without premium or penalty (except in certain circumstances). In addition, we must make mandatory
prepayments of principal under the PCA Credit Agreement upon the occurrence of certain asset sales.
Under the PCA Credit Agreement, loans generally may bear interest based on SOFR or the administrative agent’s fixed
rate, as appl
a
icable, plus, in each case, an appl
a
icable margin of 3.65% per annum. We may receive patronage dividends
under the PCA Credit Agreement. Patronage dividends are distributions of profits
f
from banks in the far
f m credit system.
Patronage dividends, which are generally made in cash, are accrued as earned and recorded as a reduc
d
tion to interest
56

expense.
The PCA Credit Agreement contains certain customary
r representations, warranties, and affi
f rmative and negative
covenants of us and our subs
u
idiaries that restrict us and our subs
u
idiaries’ ability to take certain actions, including,
incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, repurchase or redemption
of capital stock and certain types of indebtedness, making certain investments, entering into certain transactions with
affi
f liates or changing the nature of our business. At December 31, 2024, we were in compliance with the PCA Credit
Agreement. Our ability to utilize our PCA Credit Agreement could be limited in the future by the bond indentur
t
e
governing our 2020 Notes, which has limitations on the incurrence of liens.
ABL CREDIT AGREEMENT
Our ABL Credit Agreement matures on November 7, 2027. Afte
f r giving effe
f ct to an amendment on May 1, 2024 with
JPMorgan Chase Bank, N.A., as administrative agent and several lenders, the revolving loan commitment under the ABL
Credit Agreement was increased from $275 million to $375 million, subj
u ect to borrowing base limitations based on a
percentage of applicable eligible receivabl
a es and eligible inventory.
r
We may also increase commitments under the ABL
Credit Agreement in an aggregate principal amount of up to $100 million, subj
u ect to obtaining commitments from any
participating lenders and certain other conditions. Based upon our Consolidated Balance Sheets as of December 31,
2024, our eligible receivabl
a es and inventory
r suppor
u
ted up to $221.3 million availabi
a lity under the line, of which $3.7
million was utilized to issue letters of credit. We may, at our option, prepay any borrowings under the ABL Credit
Agreement, in whole or in part, at any time and from time to time without premium or penalty (except in certain
circumstances). Borrowings under the ABL Credit Agreement are also subj
u ect to mandatory prepayment in certain
circumstances, including in the event that borrowings exceed applicable borrowing base limits.
Under the ABL Credit Agreement, loans may bear interest based on SOFR (secured overnight financing rate) or an
annual base rate, as applicable, plus, in each case, an applicable margin that is based on availabi
a lity, as calculated under
the ABL Credit Agreement that may vary from 1.25% per annum to 1.75% per annum in the case of SOFR loans and
0.25% per annum to 0.75% per annum in the case of annual base rate loans. In addition, a commitment fee based on
unused availabi
a lity is also payabl
a e which may vary from 0.25% per annum to 0.375% per annum.
The ABL Credit Agreement contains certain customary
r representations, warranties, and affi
f rmative and negative
covenants of us and our subs
u
idiaries that restrict us and our subs
u
idiaries' ability to take certain actions, including,
incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, repurchase or redemption
of capital stock and certain types of indebtedness, making certain investments, entering into certain transactions with
affi
f liates or changing the nature of our business. The agreement also contains a financial covenant, which requires us to
maintain a consolidated fixed charge coverage ratio of not less than 1.10x to 1.00x, provided that the financial covenant
under the ABL Credit Agreement is only applicable during an event of default or if availabi
a lity, as calculated under the
ABL Credit Agreement, is at any time less than or equal to the greater of (i) 10% of the Line Cap
a and (ii) $25 million. As
of December 31, 2024, our fixed charge coverage ratio was approximately 2.0x. Our ability to utilize our ABL Credit
Agreement could be limited in the future by our bond indentur
t
e governing our 2020 Notes which has limitations on the
incurrence of liens.
2020 NOTES
In 2020, we issued $275 million aggregate principal amount of senior notes (2020 Notes) due August 15, 2028 with an
interest rate of 4.75%.
The 2020 Notes are unsecured and effe
f ctively subor
u
dinated to all of the Company’s existing and future secured debt,
including borrowings under its existing credit facilities. The 2020 Notes are guaranteed on an unsecured basis by each of
the Company’s existing direct and indirect domestic subs
u
idiaries, and will be guaranteed by each of the Company’s
future direct and indirect domestic subs
u
idiaries, subj
u ect to certain exceptions. If the Company is unabl
a e to make
payments on the 2020 Notes when they are due, each Guarantor is obligated to make such payments.
The 2020 Notes indentur
t
e contains covenants that, among other things, limit our ability and the ability of any of our
subs
u
idiaries to (i) enter into sale leaseback transactions, (ii) incur liens and (iii) consolidate, merge or sell all or
subs
u
tantially all of our assets. In addition, the 2020 Notes indentur
t
e requires, among other things, we provide certain
reports to holders of the 2020 Notes. These covenants are subj
u ect to a number of exceptions, limitations and
qualific
f ations as set forth in the 2020 Notes indentur
t
e..
57

We may redeem all or a portion of the 2020 Notes at specified redemption prices plus accrue
r
d and unpaid interest. In
addition, we may be required to make an offer to purchase the 2020 Notes upon
u
the sale of certain assets and upon
u
a
change in control.
SCHEDULED PAYMENTS
As of December 31, 2024, our future maturities of long term debt over the next five years are $275 million due 2028.
NOTE 10 Other Operating Charges, net
The major components of “Other operating charges, net” in the Consolidated Statements of Operations are:
Years Ended December 31,
2024
2023
2022
Acquisition related costs
$
14.1 $
1.9 $
—
Integration costs
8.0
—
—
Loss on sale or impairment associated with assets
1.5
0.1
1.5
Directors' equity-based compensation expense
(0.4)
0.9
0.9
Other
0.8
0.3
0.7
$
24.0 $
3.2 $
3.2
2024
During 2024, we recorded $24.0 million of expense in "Other operating charges, net." The main components of the
expense include:
•
expense of $14.1 million associated with acquisition activities (primarily legal and professional services);
•
expense of $8.0 million associated with integration activities (primarily professional services);
•
loss of $1.5 million associated with the impairment of equipment and related spare parts no longer being used;
and
•
reversal of expense of $0.4 million relating to directors' equity-based compensation which is remeasured each
period based upon
u
changes in our stock price.
2023
During 2023, we recorded $3.2 million expense in "Other operating charges, net." The components of the expense
include:
•
expense of $1.9 million related to acquisition activities and other expenses including consulting and legal fees
associated with our effo
f
rts to achieve long-term performance improvements;
•
loss of $0.1 million associated with the impairment of fix
f ed assets; and
•
expense of $0.9 million relating to directors' equity-based compensation which is remeasured each period based
upon changes in our stock price.
2022
During 2022, we recorded $3.2 million of expense in "Other operating charges, net." The components of the expense
include:
•
loss of $1.5 million associated with the impairment of fix
f ed assets; and
•
expense of $0.9 million relating to directors' equity-based compensation which is remeasured each period based
upon changes in our stock price.
58

NOTE 11 Non-Operating Expense
The major components of “Non-operating expense” in the Consolidated Statements of Operations are:
Years Ended December 31,
2024
2023
2022
Interest expense
$
(32.0) $
(11.8) $
(11.7)
Capi
a talized interest
1.6
0.3
0.1
Amortization of debt issuance costs and accretion of debt discount
(1.7)
(0.5)
(0.6)
Interest income
2.9
2.4
1.0
Interest expense, net
(29.2)
(9.5)
(11.2)
Debt retirement costs
(9.1)
(3.1)
(0.5)
Non-operating pension and other postretirement employee benefit
f s
income (expense)
1.8
0.1
(5.7)
Total non-operating expense
$
(36.6) $
(12.5) $
(17.4)
During 2024, we repaid the outstanding term loans under the PCA Credit Agreement with proceeds fro
f
m the sale of our
tissue business. As a result of this repayment, we recognized a loss on debt extinguishment of $9.1 million, consisting of
unamortized deferred debt costs. During 2023, we redeemed our 2014 Notes in ful
f l. This redemption resulted in a loss on
early debt extinguishment of $3.1 million consisting of $0.4 million related to the write off o
f
f unamortized deferred debt
costs along with the premium on debt redemption of $2.7 million.
NOTE 12 Retirement Plans and Postretirement Benefit
f s
Certain of our employees are eligible to participate in defin
f ed contribution savings and defin
f ed benefit postretirement
plans. These include 401(k) savings plans, defined benefit
f
pension plans including company-sponsored and
multiemployer plans, and other postretirement employee benefit
f
(OPEB) plans.
401(k) Savings Plans
Subs
u
tantially all of our employees are eligible to participate in 401(k) savings plans, which include a company match
component. As of December 31, 2024 our contributions may be up t
u
o 7.7% for U.S. salaried and non-union hourly
employees, consisting of a match of up to 4.2% of allowabl
a e contributions and an automatic employer contribution of
3.5%. Contributions associated with our union employees are based upon negotiated agreements. In 2024, 2023 and
2022, we recorded expense of $18.9 million, $16.7 million, and $15.7 million related to employer contributions to the
401(k) plans, included in these amounts are $7.6 million, $8.2 million and $7.9 million related to discontinued
operations.
Company-Sponsored Defined Benefit
f
Pension and OPEB Plans
A portion of our salaried and hourly employees are covered by company-sponsored noncontributory d
r
efin
f ed benefit
pension plans. We provide retiree health care and life insurance plans, which cover certain salaried and hourly
employees. Retiree health care benefits
f
for Medicare eligible participants over the age of 65 are provided through Health
Reimbursement Accounts, or HRA'
R
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 featur
t
es. The retiree life
insurance plans are primarily noncontributory.
r
We also maintain a Salaried Supplemental Benefit
f
Plan, an unfunde
f
d, non-qualifie
f d defin
f ed benefit plan intended to
provide suppl
u
emental retirement benefits
f
to certain executives. Benefits
f
in the Salaried Supplemental Benefit
f
Plan are
generally provided to restore benefits or company contributions that are reduc
d
ed under the company sponsored qualified
plans due
d
to the limits of Section 401(a)(17) or 415 of the Code. The plan is composed of a defin
f ed benefit portion and a
defined contribution portion. The defin
f ed benefit portion of the plan was fro
f
zen on December 31, 2011 (the date on
which all benefit accrua
r
ls under the Salaried Retirement Plan were fro
f
zen) and as of December 31, 2024, we had one
active employee under this portion. We paid benefits of $0.5 million associated with the defined benefit
f
portion of the
plan in 2024. The defin
f ed contribution portion of this liability totaled $2.6 million and $2.3 million at December 31,
2024 and 2023. The current and long-term portions of the liabi
a lity are included in “Accounts payable and accrue
r
d
liabi
a lities” and “Defer
f red tax liabilities and other long-term obligations” on our Consolidated Balance Sheets. The
defined benefit
f
portion is included in the pension benefit
f
plans tables below.
59

Pension and Other Postretirement Employee Benefit
f
Plans
The fol
f lowing tabl
a e shows the changes in the benefit obligation, plan assets and funde
f
d status for
f
2024 and 2023 for both
the pension benefit plans and the other postretirement employee benefit
f
plans.
Pension Benefit
f
Plans
Other Postretirement
Employee Benefit
f
Plans
2024
2023
2024
2023
Change in projected benefit
f
obligation:
Benefit obligation at beginning of year
$
228.3 $
234.7 $
51.3 $
50.9
Service cost
2.5
3.5
0.2
0.2
Interest cost
11.9
12.5
2.5
2.8
Plan changes
—
—
0.2
—
Actuarial (gains) losses
(4.2)
0.1
(4.1)
2.2
Benefits paid
(21.3)
(22.4)
(4.1)
(4.9)
Benefit obligation at end of year
217.2
228.3
45.9
51.3
Changes in plan assets:
Fair value of plan assets at beginning of year
231.1
231.7
—
—
Actual return on plan assets
3.5
21.2
—
—
Employer contributions
1.1
0.5
4.1
4.9
Benefits paid
(21.3)
(22.4)
(4.1)
(4.9)
Fair value of plan assets at end of year
214.4
231.1
—
—
Funded status at end of year
$
(2.8) $
2.8 $
(45.9) $
(51.2)
Amounts recognized in Consolidated Balance Sheets:
Non-current assets
$
8.7 $
11.1 $
— $
—
Current liabi
a lities
(0.5)
(0.5)
(4.4)
(4.6)
Non-current liabi
a lities
(11.0)
(7.9)
(41.5)
(46.6)
Net amount recognized
$
(2.8) $
2.8 $
(45.9) $
(51.2)
Amounts recognized in accumulated other comprehensive
loss (pre-tax):
Net actua
t
rial loss (gain)
$
64.2 $
56.4 $
(11.6) $
(8.9)
The benefit
f
obligation for
f
our pension benefits
f
is the proje
o cted benefit obligation based upon credited service as of the
measurement date.
The pension funded status at December 31, 2024 was unfav
f
orably affe
f cted by an increase of plan liabi
a lities, partially
offs
f et by an increase in the discount rate and plan asset retur
t
ns. The OPEB benefit obligation decreased as of
December 31, 2024 due to an increase in the discount rate, increase in claim costs assumptions, and the continued
payment of benefit
f s, partially offs
f et by demographic changes.
Information as of December 31 for
f
certain pension plans included above
a
with accumulated benefit
f
obligations in excess
of plan assets were as follows:
2024
2023
Projected benefit
f
obligation
$
123.1 $
129.1
Accumulated benefit
f
obligation
123.1
129.1
Fair value of plan assets
111.6
120.7
60

Net Periodic Cost
Service cost is the actua
t
rial present value of benefits attributed by the plans’ benefit
f
formula to services rendered by
employees during the year. Interest cost represents the increase in the projected benefit obligation, which is a discounted
amount, due
d
to the passage of time. The expected return on plan assets reflects the computed amount of current-year
earnings from the investment of plan assets using an estimated long-term rate of return.
Pension Benefit
f
Plans
Other Postretirement
Employee Benefit
f
Plans
2024
2023
2022
2024
2023
2022
Service cost
$
2.5 $
3.5 $
2.2
$
0.2 $
0.2 $
0.3
Interest cost
11.9
12.5
8.9
2.5
2.8
2.1
Expected return on plan assets
(15.7)
(15.2)
(11.3)
—
—
—
Amortization of actua
t
rial loss (gain)
0.1
0.1
6.2
(0.5)
(0.4)
—
Net periodic cost (income) befor
f
e curtailments
(1.2)
0.8
5.9
2.2
2.6
2.4
Curtailments
—
—
—
(1.9)
—
—
Net periodic cost (income)
$
(1.2) $
0.8 $
5.9
$
0.3 $
2.6 $
2.4
The components of net periodic pension expense other than the Service cost component are included in "Other non-
operating expense" in the Consolidated Statements of Operations. During 2024, 2023, and 2022, $2.2 million, $3.1
million and $2.2 million of net periodic pension and OPEB costs were charged to "Cost of sales" and $0.6 million, $0.6
million and $0.4 million were charged to "Selling, general and administrative expenses," in the accompanying
Consolidated Statements of Operations.
Assumptions:
Pension Benefit
f
Plans
Other Postretirement
Employee Benefit
f
Plans
2024
2023
2022
2024
2023
2022
Actuarial assumption used to determine benefit
f
obligation:
Discount rate
5.7 %
5.5 %
5.6 %
5.7 %
5.3 %
5.6 %
Actuarial assumption used to determine net
periodic pension costs:
Discount rate
5.5 %
5.6 %
3.0 %
5.3 %
5.6 %
2.9 %
Expected return on plan assets
6.1 %
5.8 %
4.0 %
— %
— %
— %
The discount rate used in the determination of pension benefit and OPEB obligations and pension expense was
determined based on a review of long-term, high-grade bonds.
The expected return on plan assets assumption is based upon an analysis of historical long-term returns for
f
various
investment categories, as measured by appropriate indices and for
f
ward-looking expectations of returns. These indices are
weighted based upon
u
the extent to which plan assets are invested in the particular categories in arriving at our
determination of a composite expected return.
The assumed health care cost trend rate used to calculate 2024 OPEB cost was 7.1% in 2024, grading to 3.7% by 2074,
for participants whose benefit
f s are not provided through HRAs
R
, and 4.5% in 2024 through 2031, then grading to 3.7%
afte
f r 2031 for participants whose benefits
f
are provided through HRAs
R
. The health care cost trend rate used to calculate
December 31, 2024 OPEB obligations was 6.3% in 2024, grading to 3.7% by 2074, for participants whose benefit
f s are
not provided through HRAs
R
, and 4.50% in 2024, grading to 3.7% afte
f r 2031, for participants whose benefit
f s are provided
through HRAs
R
.
61

The assumed health care cost trend rate used to calculate 2023 OPEB cost was 6.5% in 2023, grading to 3.7% by 2074,
for participants whose benefit
f s are not provided through HRAs
R
, and 4.5% in 2023 through 2030, then grading to 3.7%
afte
f r 2030 for participants whose benefits
f
are provided through HRAs
R
. The health care cost trend rate used to calculate
December 31, 2023 OPEB obligations was 6.9% in 2024, grading to 3.7% by 2074, for participants whose benefit
f s are
not provided through HRAs
R
, and 4.5% in 2024, grading to 3.7% afte
f r 2030, for participants whose benefit
f s are provided
through HRAs
R
.
Plan Assets
There have been no changes in the methodologies used during 2024 and 2023. Investments in common and collective
trus
r
t funds
f
are generally valued based on their respective net asset value (or its equivalent), as a practical expedient to
estimate fair value due
d
to the abs
a
ence of a readily determinabl
a e fai
f r value.
The fol
f lowing tabl
a es set for
f
th by level, within the fai
f r value hierarchy, the investments at fai
f r value for our company-
sponsored pension benefit
f
plans:
December 31, 2024
Level 1
Investments
measured at net asset
value
Total
Cash and cash equivalents
$
1.7 $
— $
1.7
Collective investment funds
—
212.7
212.7
Total investments at fai
f r value
$
1.7 $
212.7 $
214.4
December 31, 2023
Level 1
Investments
measured at net asset
value
Total
Cash and cash equivalents
$
1.9 $
— $
1.9
Collective investment funds
—
229.2
229.2
Total investments at fai
f r value
$
1.9 $
229.2 $
231.1
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 dut
d ies include periodically reviewing
and modifying those investment policy guidelines as necessary and ensuring that the policy is adhered to and the
investment objectives are met. The investment policy includes guidelines for specific categories of equity and fix
f ed
income securities. Assets are managed by profes
f
sional investment managers who are expected to achieve a reasonabl
a e
rate of return over a market cycle. Long-term performance is a fun
f
damental tenet of the policy.
The general policy states that plan assets would be invested to seek the greatest retur
t
n consistent with the fid
f uc
d
iary
character of the pension funds and to allow the plans to meet the need for timely pension benefit
f
payments. The specific
f
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 appr
a
opriately revising long-term and short-
term asset allocations. Management takes reasonabl
a e and prude
r
nt 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. Majo
a r 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
5%
- 10%
International equities, including emerging markets
5%
- 10%
Corporate/Government bonds
80% - 90%
Liquid reserves
—% - 5%
62

Periodically, we review the allocations within these ranges to determine what adjustments should be made based on
changing economic and market conditions and specific liquidity requirements.
•
Assets are managed by profes
f
sional investment managers and could be invested in separately managed accounts
or commingled funds.
▪
Assets are not invested in securities rated below BBB- by S&P or Baa3 by Moody’s.
The investment guidelines also require that the individual investment managers be expected to achieve a reasonabl
a e rate
of return over a market cycle. Emphasis is placed on long-term performance versus short-term market aberrations.
Factors considered in determining reasonabl
a e rates of return include 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 Capi
a tal Long Credit Index), actua
t
rial assumptions for retur
t
n on plan investments and specific
performance guidelines given to individual investment managers.
As of December 31, 2024, eight investment options held subs
u
tantially all of the pension funds
f
. Plan assets were
diversifie
f d among the various asset classes within the allocation ranges appr
a
oved by the Benefits Committee.
In 2024, we contributed $0.7 million to our qualified pension plans, we currently do not anticipate making any cash
contributions to those pans in 2025. We do not anticipate funding our OPEB plans in 2025 except to pay benefit
f
costs as
incurred dur
d
ing the year by plan participants.
Estimated fut
f ur
t
e benefit
f
payments are as fol
f lows for the years indicated:
Pension
Benefit Plans
Other
Postretirement
Employee
Benefit Plans
2025
$
19.9 $
4.4
2026
19.6
4.2
2027
19.4
4.1
2028
19.0
4.0
2029
18.6
3.9
2030-2034
86.7
17.6
Multiemployer Defin
f
ed Benefit Pension Plans
p y
Hourly employees at one of our manufac
f
turing facilities participate in multiemployer defin
f ed benefit pension plans: the
PACE Industry U
r
nion-Management Pension Fund (PIUMPF) which is managed by United Steelworkers (USW),
Benefits; and the International Association of Machinist & Aerospace Workers National Pension Fund (IAM NPF). We
make contributions to these plans, as well as make contributions to a trust fund establ
a ished 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 diffe
f rent from single-employer plans in the fol
f lowing 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 unfunde
f
d obligations of the plan may be borne by
the remaining participating employers. The number of employers participating in PIUMPF fel
f l fro
f
m 135 during
2012 to 42 during 2023. We are the largest contributing employer participating in PIUMPF in 2024.
•
Under appl
a
icable 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 allocabl
a e
share of the aggregate unfunde
f
d vested benefits
f
of the plan, except when that plan is in "critical" or "critical and
declining" status
t
. In certain circumstances, an employer can also be assessed a statut
t ory w
r
ithdrawal liabi
a lity for
f
a partial withdrawal from a multiemployer pension plan. Based on information availabl
a e to us as of
December 31, 2024, as well as infor
f
mation provided by PIUMPF and IAM NPF and reviewed by our actua
t
rial
consultant, we estimate the aggregate pre-tax liability that we would have incurred if we had completely
withdrawn fro
f
m PIUMPF and IAM NPF in 2024 would have been in excess of $75 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 and IAM NPF at that time. A
63

withdrawal liability is recorded for accounting purpos
r
es when withdrawal is probabl
a e and the amount of the
withdrawal obligation is reasonabl
a y estimable.
Our participation in these plans for
f
the annual period ended December 31, 2024, is outlined in the tabl
a e below. The
“EIN" and "Plan Number” columns provide the Employee Identific
f ation Number, or EIN, and the three-digit plan
number. The most recent Pension Protection Act, or PPA, zone status
t
availabl
a e in 2024 and 2023 is for a plan’s year-end
as of December 31, 2024 and 2023. The zone status
t
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 certifie
f d by each plan's actua
t
ry.
Among other fact
f
ors, plans in the red zone are generally less than 65 percent funde
f
d, plans in the yellow zone are less
than 80 percent but more than 65 percent funde
f
d, and plans in the green zone are at least 80 percent funde
f
d. The “FIP/RP
Status
t
Pending/Implemented” column indicates plans for
f
which a Funding Improvement Plan, or FIP, or a Rehabi
a litation
Plan, or RP, is either pending or has been implemented as required by the PPA as a measure to correct its underfunded
status
t
. The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are
subj
u ect.
In 2024, the contribution rate for
f
the IAM NPF plan was $4.00 per hour. In accordance with that plan's Rehabi
a litation
Plan, we began making an additional contribution in June 2019. This additional contribution started at 2.5% and will
increase 2.5% each year while the Rehabilitation Plan is in effect. Starting November 2024 our additional contribution
increased to 18.0% of our contractua
t
l contribution rate. This additional contribution is schedul
d ed to continue and
compound each year while the rehabi
a litation plan remains in effe
f ct. In 2024, the contribution rate for
f
PIUMPF was $2.79
per hour. Contribution rates for IAM NPF and PIUMPF were increased as part of their respective RPs in lieu of the
legally required surcharge, paid by the employers, to assist the fund’
f
s fin
f ancial status
t
. We were listed in PIUMPF’s Form
5500 report as providing more than five percent of the total contributions for the years 2023 and 2022. At the date of
issuance of our consolidated financial statements, Form 5500 reports for these plans were not availabl
a e for
f
the 2024 plan
year.
Pension
Fund
EIN
Plan
Number
PPA Zone
Status
FIP/
RP Status Pending/
p e
e ted
Contributions
(in millions)
Surcharge
posed
Expiration
Date
of Collective
Bargaining
g ee
e t
2
Implemented
Imposed
Agreemen
0
0 3
0
0 3
0
IAM NPF
51-6031295
002
Red
Red
Implemented
$
0.2
$
0.2
$
0.3
No
5/31/2026
PIUMPF
11-6166763
001
Red
Red
Implemented
5.7
5.6
5.5
No
8/31/2025
Total Contributions:
$
5.8
$
5.8
$
5.7
Other Benefit
f
Plans
We maintain the Clearwater Paper Corporation Management Defer
f red Compensation Plan. Pursuant to this plan, certain
management employees are eligible to defer up t
u
o 50% of their regular salary and up t
u
o 10% of their annual incentives.
Each plan participant is ful
f ly vested in these contributions. The liabi
a lity under this plan totaled $6.0 million and
$5.7 million at December 31, 2024 and 2023. The current and long-term portions of the liabi
a lity are included in
“Accounts payable and accrued liabilities” and “Deferred tax liabi
a lities and other long-term obligations” on our
Consolidated Balance Sheets.
64

NOTE 13 Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive loss at the balance sheet dates is comprised of the fol
f lowing:
Pension Plan
Adju
d
stments
Other
Postretirement
Employee Benefit
f
Plan Adju
d
stments
Total
Balance at December 31, 2022
$
(46.5) $
13.3
$
(33.3)
Other comprehensive income (loss) before reclassifications
4.5
(1.7)
2.8
Amounts reclassified from accumulated other comprehensive loss
0.1
(0.3)
(0.2)
Other comprehensive income (loss), net of tax
4.6
(2.0)
2.6
Balance at December 31, 2023
(42.0)
11.3
(30.7)
Other comprehensive income (loss) before reclassifications
(6.0)
2.4
(3.6)
Amounts reclassified from accumulated other comprehensive loss
0.1
(0.4)
(0.3)
Other comprehensive income (loss), net of tax
(5.9)
2.1
(3.8)
Balance at December 31, 2024
$
(47.8) $
13.4
$
(34.5)
NOTE 14 Earnings Per Share
Basic earnings 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 effe
f ct of potentially dilutive common stock equivalents be excluded from
f
the
calculation of diluted earnings per share for the periods in which net losses are reported because the effect is anti-dilutive.
The fol
f lowing tabl
a e reconciles the number of common shares used in calculating the basic and diluted net earnings per
share:
December 31,
(In thousands - except per share data)
2024
2023
2022
Basic average common shares outstanding
16,781
16,863
16,985
Incremental shares due
d
to:
Stock-based awards
—
148
196
Performance Shares
—
80
—
Diluted average common shares outstanding
16,781
17,091
17,181
Anti-dilutive shares excluded fro
f
m the calculation were 0.3 million, for each of the years ended December 31, 2024, 2023
and 2022.
65

NOTE 15 Stockholders' Equity
PREFERRED STOCK
We are authorized to issue up t
u
o 5,000,000 shares of prefer
f red stock at $0.0001 par value. At December 31, 2024, no
shares of prefer
f red stock have been issued.
COMMON STOCK PLANS
We have stock-based compensation plans under which stock options and restricted units are granted. At December 31,
2024, approximately 0.6 million shares were availabl
a e for
f
future issuance under our stock incentive plan.
For The Years Ended December 31,
2024
2023
2022
Total stock-based compensation expense
$
5.6 $
9.9 $
12.7
Income tax benefit
f
related to stock-based compensation
0.9
1.3
3.3
Impact on cash flo
f w due
d
to taxes paid related to net share settlement of
equity awards
4.1
4.7
2.5
Intrinsic value of options exercised, equity-based liabilities paid, and the
fair value of restricted stock units vested
12.9
14.7
9.5
We recognize the compensation costs on a straight-line basis over the requisite service period of the award, which is
generally the vesting term of three years. Forfeitur
t
es are recognized as they occur. During 2024, 2023, and 2022,
$0.3 million of stock-based compensation expense was charged to "Cost of sales," $4.9 million, $8.0 million and
$9.5 million was charged to "Selling, general and administrative expenses," $0.9 million, $0.7 million and $1.9 million
charged to Discontinued Operations, and $0.4 million of income, $0.9 million of expense, and $0.9 million of expense
was charged to "Other operating charges, net" in the accompanying Consolidated Statements of Operations.
Restri
t cted
t
Stoc
t
k Uni
U
ts
i
(Time
T
and Per
P
fo
r
rmance Vestin
t
g)
We grant restricted awards to certain employees. The awards can either be time vested or vested based upon
u
the
attainment of certain performance metrics over a certain time period. Performance conditions generally are tied to
attainment of certain fin
f ancial targets such as retur
t
n on invested capital, free cash flo
f w or other similar measures.
Awards granted under our stock incentive plan generally have a performance or vesting period of three years fro
f
m the
grant date. These awards are eligible to receive dividend equivalent shares. The market value of these grants
approximates the fair value. The performance-based restricted stock units were valued using a Monte Carlo simulation.
For awards based upon the achievement of performance goals, the award could range from 0% to 200%. A summary of
the status of outstanding restricted stock units as of December 31, 2024, and changes dur
d
ing the year, is presented below:
Time Vested
Perfor
f
mance-based
Shares
Weighted
Average
Grant Date
Fair Value
Shares
Weighted
Average Grant
Date Fair Value
Restricted stock units outstanding at December 31, 2023
402,407 $
32.97
225,104 $
36.54
Granted
221,319
38.18
163,310
40.17
Vested
(206,810)
30.94
(107,558)
39.84
Forfeited
(108,761)
36.73
—
—
Restricted stock units outstanding at December 31, 2024
308,155 $
36.75
280,856 $
37.33
The weighted average grant date fai
f r value for restricted stock units (time-vested) granted dur
d
ing the years ended
December 31, 2024, 2023 and 2022 was $38.18, $37.66 and $29.52. The weighted average grant date fair value for
f
restricted stock units (performance-based) granted dur
d
ing the years ended December 31, 2024, 2023 and 2022 was
$40.17, $40.47 and $30.55.
As of December 31, 2024, there was $7.1 million of total unrecognized compensation cost related to outstanding
restricted stock unit awards. Restricted stock unit cost is expected to be recognized over a weighted average period of 1.9
years for
f
time vested awards and 0 years for
f
performance-based awards.
66

Stoc
t
k Repurchases and Tre
T
asury S
r
to
S ck
Our Board of Directors appr
a
oved a new stock repurchase program on October 31, 2024 authorizing the repurchase of up
u
to $100 million of our common stock. As of December 31, 2024, we had up t
u
o $96.7 million of authorization remaining.
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 10b-5-1 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. The authorization has no expiration date.
Stoc
t
k Opt
O io
t ns
Prior to January 1, 2019, we granted options to certain employees. The options were granted at market price at the date
of grant and the fai
f r value of the options was estimated using the Black-Scholes option-pricing model (dividend yield
ignored). As of December 31, 2024 all outstanding options are ful
f ly vested with a contractua
t
l term of ten years after the
date of grant. A summary of the status of outstanding stock option awards as of December 31, 2024, and changes dur
d
ing
the year, is presented below:
Shares
Weighted
Average Exercise
Price
Weighted Average
Remaining
Contractual Lifef
(Years)
Aggregate
Intrinsic Value
Outstanding options at December 31, 2023
285,682 $
50.53
2.3
$
—
Exercised
(34,430)
38.24
—
—
Expired
(62,638)
63.40
—
—
Outstanding and exercisable options at
December 31, 2024
188,614 $
48.49
1.7
$
—
Dire
i
ctor
t
Awards
d
Our Board of Directors are eligible to receive awards of phantom common stock units. Annually our outside directors
receive phantom stock units as part of their compensation which vest ratabl
a y over a one-year period and accrue
r
dividend
equivalent shares for any dividends paid to shareholders of our common stock. The vested portion of a director’s
phantom share balance is converted to cash using a twenty-day average price of common stock and paid to the director
afte
f r their separation from service as a director.
Due to its cash-settlement featur
t
e, we account for these awards as liabi
a lities 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
f
for
the year ended December 31, 2024 of $0.4 million. For the years ended December 31, 2023 and 2022, we recorded
expense of $0.9 million. These amounts are included in “Other operating charges, net” in the Consolidated Statements of
Operations.
At December 31, 2024 and 2023, the liabi
a lity amounts associated with director equity-based compensation included in
"Defer
f red tax liabi
a lities and other long-term obligations" and "Accounts payable and accrue
r
d liabi
a lities" on our
Consolidated Balance Sheets were $4.7 million, $0.8 million, $5.9 million and $0.2 million.
NOTE 16 Commitments and Contingencies
SELF INSURANCE
We are primarily self-i
f nsured for workers’ compensation and employee health care liabi
a lity costs. Self-i
f nsurance
liabi
a lities for workers’ compensation are determined based upon
u
a valuation performed by an actua
t
rial firm. The estimate
of future workers’ compensation liabi
a lities incorpo
r
rates loss development and an estimate associated with incurred but
not yet reported claims. These claims are discounted. Self-insurance liabi
a lities for
f
employee health costs are determined
actua
t
rially based upon
u
claims filed and estimated claims incurred but not yet reported. These claims are not discounted.
PURCHASE OBLIGATIONS
To help mitigate our exposure to market risk for
f
changes in utility commodity pricing, we use fir
f m price contracts to
suppl
u
y a portion of the natural gas and electricity requirements of our manufact
f
ur
t
ing faci
f
lities, which were reported
through "Cost of sales" on our Consolidated Statements of Operations. As of December 31, 2024, these contracts cover
approximately 44% of our expected average monthly natur
t
al gas and electricity needs at the respective manufact
f
ur
t
ing
67

facilities through 2025. These contracts qualify
f for treatment as "normal purchases or normal sales" under authoritative
guidance and require no mark-to-market adju
d stment.
We enter into third-party contracts for certain raw materials, including pulp, logs and chemicals, which may extend
beyond one year. Such contracts are typically negotiated to ensure availabi
a lity of certain product specifications at market
prices that adju
d st regularly within reasonabl
a e commercial terms. Such agreements may include minimum quantities, but
reductions are permitted when economic or business conditions require reduced production containing the respective raw
material.
NOTE 17 Insurance Recovery
During 2024, we experienced a natural gas disrupt
r
ion due to an extreme weather event that resulted in damage at our
Lewiston, Idaho facility. We received $10.5 million in insurance proceeds, of which $4.7 million was related to business
interrupt
u ion insurance and $5.8 million was related to reimbursabl
a e costs. Proceeds of $9.3 million, associated with
continuing operations, were recorded within "Cost of sales" in the Consolidated Statements of Operations and $0.3
million related to property, plant and equipment. Proceeds associated with discontinued operations were $0.9 million.
NOTE 18 Segment Disclosure
Our CEO is our CODM. Our CODM ev laluates performance and makes opera iting de ici isions b
about lallocating resources
ba
based on fifinancial data presented on a cons lolididat d
ed ba isis. Because our CODM ev laluates fifinancial performance on a
cons lolididat d
ed ba isis, we have determin d
ed hthat we have a isingl
ngle opera iti g
ng segment compos d
ed of hthe cons lolididat d
ed fifinancial
results of
l
Clearwater Pape
a
r.
h
The measure us d
ed by
by our CODM to assess performance and make opera iting de ici isions is net income (l(los )s) as reported on
our cons lolididat d
ed statements of opera itions.
h
This, in connection
i
wi hth other metrics, is us d
ed by
by our CODM to ididen iti y
fy
d
unde lrlyiyi g
ng trends in hthe performance of our business and make comparisons
i
wi hth hthe fifinancial performance of our
competitors. Our CODM lalso re iviews total assets, as reported on our cons lolididat d
ed balance h
sheets, and pur h
chases of
property and eq iuipment, as reported on our cons lolididat d
ed statements of cash flflows.
Our CODM utili
ilizes other key opera iting metrics, in lcl di
udi g
ng didisagg
ggr g
egat d
ed measures of net sales by
by pr d
oduct liline,
didisagg
ggr g
egation of isigni
gnifificant segment expenses and
d
Adjuju
d st d
ed EBITDA in order to assess our fifinancial performance.
Operating expenses are br k
oken into cat g
egories for input costs (i(includidi g
ng raw mate iri lals and energy)
gy), su
l
ppl
u
y h
ch iain costs
(principally freight and outside warehouse costs) and labor
a
and overhead related to our production facilities.
Our manufact
f
ur
t
ing facilities and all other assets are located within the continental United States. The CODM does not
review assets on a more disaggregated basis than what is presented on the Consolidated Balance Sheets. We sell and ship
our products to customers in several foreign countries. Net sales based on continuing operations, classified by majo
a r
product lines and the majo
a r geographic areas in which our customers are located are reflected in the following tabl
a e:
68

December 31,
2024
2023
2022
Net Sales by product line:
Food Service
$
540.4 $
404.8 $
405.2
Folding carton
580.2
437.5
470.7
Sheeting and distribution
160.1
157.8
186.0
Pulp and other
102.9
135.9
133.1
Total Sales
$
1,383.6 $
1,136.0 $
1,195.0
Input cost (raw materials and energy)
615.0
494.5
515.7
Labor
a
and overhead
482.2
302.7
298.7
Suppl
u
y chain costs (principally fre
f ight)
140.1
105.3
119.5
Selling, general and administrative expenses
112.7
114.7
105.0
Depreciation and amortization
69.8
40.7
40.6
Interest expense, net
29.2
9.5
11.2
Non-significant expenses
35.7
2.9
22.3
Income tax provision (benefit
f )
(27.1)
16.9
29.2
Income (loss) from continuing operations
$
(74.0) $
48.7 $
52.7
Non-significant expenses is primarily made up of other operating charges, net, changes in inventory a
r
nd debt retirement
charges.
Net sales, classified by majo
a r geographic area in which our customers are located, were as fol
f lows:
December 31,
2024
2023
2022
Net Sales by geographical market:
United States
$
1,252.5 $
1,028.4 $
1,097.7
Rest of World
131.2
107.6
97.3
$
1,383.6 $
1,136.0 $
1,195.0
For the years ended December 31, 2024, 2023 and 2022, one customer was 10%, 13% and 10% of our total consolidated
net sales.
NOTE 19 Subsequent Event
In January of 2025, we implemented plans to reduc
d
e our cost structur
t
e across operations and selling, general and
administrative expenses. We are targeting $30 million to $40 million in cost savings in 2025. In connection with these
activities, we expect to record severance cost of $5.0 million to $7.0 million over the next 12 months.
69

Financial Results by Quarter (Unaudited)
Three Months Ended
March 31,
June 30,
September 30,
December 31,
(In millions - except per-share amounts)
2024
2023
2024
2023
2024
2023
2024
2023
Net Sales
$ 258.8 $ 297.2 $ 344.4 $ 291.3 $ 393.3 $ 278.9 $ 387.1 $ 268.6
Gross profit
f
33.3
64.2
(2.0)
49.9
30.1
50.7
14.7
35.9
Income (loss) from continuing
operations
(2.1)
24.5
(41.6)
11.9
(10.7)
14.9
(19.6)
(2.5)
Net income (loss)
17.2
23.8
(25.8)
29.7
5.8
36.6
199.1
17.6
Net income (loss) per common
share:
Income (loss) from continuing
operations
$
(0.12) $
1.46 $
(2.50) $
0.71 $
(0.64) $
0.89 $
(1.17) $
(0.15)
Income (loss) from discontinued
operations
1.16
(0.05)
0.95
1.05
1.00
1.31
13.08
1.21
Total basic earnings per share
1.03
1.41
(1.55)
1.76
0.35
2.20
11.91
1.06
Diluted net income (loss) per share:
Income (loss) from continuing
operations
(0.12)
1.44
(2.50)
0.70
(0.64)
0.88
(1.17)
(0.15)
Income (loss) from discontinued
operations
1.16
(0.04)
0.95
1.05
1.00
1.29
13.08
1.21
Total diluted earnings per share
$
1.03 $
1.40 $
(1.55) $
1.75 $
0.35 $
2.17 $ 11.91 $
1.06
Shares used in per share computation
Basic
16,607
16,834
16,661
16,865
16,620
16,682
16,724
16,638
Diluted
16,607
17,036
16,661
16,958
16,620
16,895
16,724
16,638
Adju
d
sted EBITDA Reconciliation
Net income (loss)
$
17.2 $
23.8 $
(25.8) $
29.7 $
5.8 $
36.6 $ 199.1 $
17.6
Add (deduct):
Income from discontinued
operations, net of tax
19.3
(0.8)
15.7
17.8
16.6
21.8
218.8
20.2
Income (loss) from continuing
operations
(2.1)
24.5
(41.6)
11.9
(10.7)
14.9
(19.6)
(2.5)
Income tax provision (benefit
f )
0.5
8.7
(14.6)
4.3
(3.3)
3.7
(9.7)
0.2
Interest expense, net
1.2
2.8
9.6
2.9
13.1
2.2
5.3
1.6
Depreciation and amortization
9.0
10.0
17.0
10.2
22.4
10.1
21.5
10.3
Inventory r
r
evaluation on acquired
business
—
—
6.8
—
—
—
—
—
Debt extinguishment costs
—
—
—
—
—
—
9.1
3.1
Other operating charges, net
6.0
(0.4)
14.6
(0.1)
(0.3)
1.6
3.7
2.1
Other non-operating income
(0.3)
(0.1)
(0.3)
(0.1)
(0.3)
(0.1)
(0.7)
0.2
Adju
d sted EBITDA from continuing
operations
$
14.2 $
45.6 $
(8.5) $
29.0 $
20.9 $
32.5 $
9.5 $
14.9
70

ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
None.
ITEM 9A.
Controls and Procedures
Evaluation of disc
i
losure contro
t
ls and procedur
d
es
We maintain “disclosure controls and procedur
d
es,” 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 subm
u
it under the Exchange Act is recorded, processed, summarized, and reported within the
time periods specifie
f d in SEC rules and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Offi
f cer, or CEO, and Chief Financial Offi
f cer, or CFO, as appropriate, to
allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedur
d
es,
management recognized that disclosure controls and procedur
d
es, no matter how well conceived and operated, can
provide only reasonabl
a e, not absolute, assurance that the objectives of the disclosure controls and procedur
d
es are met.
Additionally, in designing disclosure controls and procedur
d
es, our management necessarily was required to apply its
judgment in evaluating the cost-benefit
f
relationship of possible disclosure controls and procedur
d
es. The design of
disclosure controls and procedur
d
es 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.
Subj
u ect to the limitations noted above, our management, with the participation of our CEO and CFO, has evaluated the
effe
f ctiveness of the design and operation of our disclosure controls and procedur
d
es 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 procedur
d
es are effe
f ctive to meet the objective for which they were designed and operate
at the reasonabl
a e assurance level.
Management’s Annual Repor
e
t on Internal Contro
t
l Over Financial Repor
e
ting
Our management is responsible for establ
a ishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rules 13a-15(f). Under the supe
u
rvision and with the participation of our
management, including our CEO and CFO and with the oversight of the Audit Committee of the Board of Directors, our
management conducted an assessment of the effe
f ctiveness of our internal control over financial reporting based on the
framework in Internal Contro
t
l-Integr
e
ated Framework
r issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 Framework). Based on our evaluation under the 2013 Framework, our management
concluded that our internal control over financial reporting was effe
f ctive as of December 31, 2024.
The effe
f ctiveness of our internal control over financial reporting as of December 31, 2024 has been audited by
KPMG LLP, an independent registered public accounting firm, as stated in their report included in this Annual Report on
Form 10-K.
The financial controls for Augusta Pulp and Pape
a
rboard operations (acquired in May 2024) were eligible for a one-year
exemption from the requirements of Section 404 and had been excluded from this report as of December 31, 2024. There
was no exemption availabl
a e for internal controls over financial reporting of the Company’s processes and systems as
they relate to our oversight and consolidation of the Augusta Pulp and Pape
a
rboard operations into the consolidated
financial results. The purchase of the Augusta operation represents 42% of our total assets as reported on the December
31, 2024 Consolidated Balance Sheet and 25% of our Net sales as reported on our Consolidated Statement of Operations
for the year ended December 31, 2024.
Changes in internal contro
t
l over financial repor
e
ting
There were no changes in our internal control over financial reporting that occurred during our most recently completed
fiscal quarter that have materially affe
f cted, or are reasonabl
a y likely to materially affe
f ct, our internal control over
fin
f ancial reporting.
71

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Clearwater Pape
a
r Corporation:
Opinion on Internal Contro
t
l Over Financial Repor
e
ting
We have audited Clearwater Pape
a
r Corporation and subs
u
idiaries' (the Company) internal control over financial reporting
as of December 31, 2024, based on criteria establ
a ished in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all
material respects, effe
f ctive internal control over financial reporting as of December 31, 2024, based on criteria establ
a ished
in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We also have audited, in accordance with the standards of the Publ
u ic Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related
consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the
years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial
statements), and our report dated Februa
r
ry 24, 2025 expressed an unqualifie
f d opinion on those consolidated financial
statements.
The Company acquired Augusta Mill during 2024, and management excluded from its assessment of the effe
f ctiveness of
the Company’s internal control over financial reporting as of December 31, 2024, Augusta Mill’s internal control over
fin
f ancial reporting associated with 42% of total assets and 25% Net sales included in the consolidated financial statements
of the Company as of and for the year ended December 31, 2024. Our audit of internal control over financial reporting of
the Company also excluded an evaluation of the internal control over financial reporting of Augusta Mill.
Basisi for Opinion
The Company’s management is responsible for maintaining effe
f ctive internal control over financial reporting and for its
assessment of the effe
f ctiveness of internal control over financial reporting, included in the accompanying Management's
Annual 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 are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonabl
a e assurance about whether effe
f ctive internal control over financial reporting was
maintained in all material respects. Our audit of internal control over financial reporting 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 effe
f ctiveness of internal control based on the assessed risk. Our audit also
included performing such other procedur
d
es as we considered necessary in the circumstances. We believe that our audit
provides a reasonabl
a e basis for our opinion.
Defin
e
ition and Limitations of Internal Contro
t
l Over Financial Repor
e
ting
A company’s internal control over financial reporting is a process designed to provide reasonabl
a e assurance regarding
the reliabi
a lity of financial reporting and the preparation of financial statements for external purpos
r
es in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedur
d
es that (1) pertain to the maintenance of records that, in reasonabl
a e detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonabl
a e 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 reasonabl
a e assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effe
f ct 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 effe
f ctiveness to future periods are subj
u ect to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedur
d
es may deteriorate.
72

Seattle, Washington
Februa
r
ry 24, 2025
73

ITEM 9B.
Other Information
Rule 10b5-1 Trading
i
Arrangements
During the quarter ended December 31, 2024, the following director and offi
f cer (as defined in Rule 16a-1(f) of the
Exchange Act) adopted a Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, for the sale of our
common stock. Shares in the 10b5-1 trading arrangement that are subj
u ect to restricted stock units (“RSUs”) and stock
options may only be traded following satisfaction of applicable vesting requirements. In addition, because of pricing
(such as future share price targets) and timing conditions in the 10b5-1 trading arrangement, it is not yet determinable
how many shares actually will be sold under the plan prior to its expiration date.
On November 27, 2024, Kari Moyes, our Senior Vice President, HR, entered into a Rule 10b5-1 trading arrangement that
provides for the sale of up to 37,076 shares of our common stock. This trading arrangement is scheduled to expire on
March 31, 2026.
This Rule 10b5-1 trading arrangement was entered into in writing during an open trading window and is intended to
satisfy the affi
f rmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our
securities.
During the quarter ended December 31, 2024, no other directors or offi
f cers adopted, modified, or terminated a “Rul
R e
10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as defined in Item 408 of Regulation S-K.
74

ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections
Not applicable
75

Part III
ITEM 10.
Directors, Executive Officers and Corporate Governance
The fol
f lowing tabl
a e details the executive officers of the Company as of Februa
r
ry 1, 2025:
Name
Age
Title / Position Held
Arsen S. Kitch
43
President and Chief Executive Officer
Sherri J. Baker
5
S
2
enior Vice President, Chief Financial Officer
Steve M. Bowden
61
Senior Vice President, Operations
Michael S. Gadd
60
Senior Vice President, General Counsel and Assistant Corporate Secretary
Kari G. Moyes
57
Senior Vice President, Human Resources
Matthew D. Passarello
33
Senior Vice President, Suppl
u
y Chain and Corpor
r
ate Development
Michael J. Urlick
38
Senior Vice President, Commercial
Arsen S. Kitch has served as President and Chief Executive Offi
f cer, as well as a director, since April 2020. Mr. Kitch
served in various roles with the Company since 2013 including as Senior Vice President, General Manager, CPD from
May 2018 to April 2020 and served as Vice President, General Manager, CPD fro
f
m January 2018 to May 2018. He
served as Vice President, Finance and Vice President Financial Planning and Analysis fro
f
m January 2015 through
December 2017, and served as Senior Director, Strategy and Planning from August 2013 through December 2014.
Sherri J. Baker has served as Senior Vice President, Chief Financial Offi
f cer since August 2023. From Februa
r
ry 2021 to
September 2022, Ms. Baker was Chief Financial Officer of Hyliion Holdings (NYSE:HYLN), a manufact
f
ur
t
er of
electrified powertrains for Class 8 semi-truc
r
ks and fro
f
m April 2019 to Februa
r
ry 2021, she was Senior Vice President and
Chief Financial Offi
f cer of PGT Innovations, Inc. (NYSE:PGTI), a manufact
f
ur
t
er of premium windows and doors. From
2010 to 2019, Ms. Baker was employed by Dean Foods, including from October 2018 to March 2019 as Vice President
of Commercial Finance and fro
f
m January 2016 to September 2018 as Vice President Investor Relations, Strategy and
Corporate Finance. From 1997 to 2010 Ms. Baker was employed by Frito-Lay where she held several fin
f ance leadership
roles.
Steve M. Bowden has served as Senior Vice President, Operations since January 1, 2025. Mr. Bowen served as the
Senior Vice President, General Manager, Pulp and Pape
a
rboard from October 2018 through December 2024. Prior to
joining the Company, from September 2016 to November 2017, Mr. Bowden was the North American Region Vice
President - Labe
a
ls for Constantia Flexibles, which was subs
u
equently acquired by the Multi-Color Corpor
r
ation at which
he served as President, North America Food and Beverage Division fro
f
m November 2017 to September 2018. From
March 2013 to September 2016, Mr. Bowden was President and COO of Quality Associates, a contract packager.
Michael S. Gadd has served as Senior Vice President, General Counsel since October 2024. He served the Company as
Senior Vice President, General Counsel and Corpor
r
ate secretary f
r
ro
f
m May 2011 through September 2024 and served as
Vice President, General Counsel and Corpor
r
ate Secretary f
r
ro
f
m December 2008 to May 2011.
Kari G. Moyes has served as Senior Vice President, Human Resources since Februa
r
ry 2015, and served as Vice
President, Labor
a
Relations from July 2013 through January 2015.
Michael J. Urlick has served as Senior Vice President, Commercial since January 1, 2025. Mr. Urlick served as Senior
Vice President, General Manager, Consumer Produc
d
ts from December 2021 through December 2024. Mr. Urlick served
as Vice President, Sales & Marketing, Consumer Produc
d
ts Division for the Company fro
f
m June 2020 through December
2021, and as Senior Director of Sales, Consumer Produc
d
ts from January 2017 to June 2020. He joined the Company in
November 2013 as Senior Manager of Business Development.
Matthew Passarello has served as Senior Vice President, Suppl
u
y Chain and Corpor
r
ate Development since January 1,
2025. Mr. Passarello served as Vice President of Corpor
r
ate Strategy and Integration for
f
the Company from April 2024
through January 2025. Mr. Passarello was partner at McKinsey & Company, a private strategy and management
consulting fir
f m, from January 2024 to April 2024. He served as Associate Partner from January 2021 through December
2023 and as Engagement Manager fro
f
m May 2017 through December 2020 at McKinsey.
Information regarding our directors is set forth under the heading “Board of Directors” in our definitive proxy statement
76

for the 2025 Annual Meeting of Stockholders to be held on May 8, 2025, referred to in this report as the 2025 Proxy
Statement, which information is incorporated herein by reference. Information regarding reporting compliance with
Section 16(a) for directors, offi
f cers or other parties is set forth under the heading “Delinquent Section 16(a) Reports” in
the 2025 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 Offi
f cers that applies to our CEO, CFO, the President, the Controller and other senior offi
f cers identifie
f d by our
Board of Directors. You can find each code on our website by going to the following address:
www.clearwaterpaper.com, selecting “Investors" and "Governance,” then selecting the link for “Code of Business
Conduct and Ethics" or "Code of Ethics for Senior Offi
f cers.” 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 Offi
f cers 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 “Investors” and “Governance,” then
selecting the appropriate link.
The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s
securities that applies to all Company personnel, including directors, offi
f cers, employees and other covered persons. The
Company also follows procedur
d
es for the repurchase of its securities. The Company believes that its insider trading
policy and repurchase procedur
d
es are reasonabl
a y designed to promote compliance with insider trading laws, rules and
regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed as
Exhibit 19.1 to this Form 10-K.
77

ITEM 11.
Executive Compensation
Information required by Item 11 of Part III is included under the heading “Executive Compensation Discussion and
Analysis” in our 2025 Proxy Statement and is incorporated herein by reference.
ITEM 12.
Security Ownership of Certain Benefic
f ial Owners and Management and
Related Stockholder Matters
Information required by Item 12 of Part III is included in our 2025 Proxy Statement and is incorporated herein by
reference.
The fol
f lowing tabl
a e provides certain information as of December 31, 2024, with respect to our equity compensation
plans:
Plan Category
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
Equity compensation plans
approved by security holders
1,058,481 $
48.49
569,947
Equity compensation plans not
approved by security holders
—
—
—
Total
1,058,481 $
48.49
569,947
1
Includes 308,155 time vested restricted stock units (RSUs), 561,712 performance-based RSUs and 188,614 stock options, which are the
maximum number of shares that could be awarded under the common stock plans, not including future dividend equivalents, if any are paid.
2
Performance shares and RSUs do not have exercise prices. During 2024, no stock option awards vested.
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
2025 Proxy Statement 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 Publ
u ic
Accounting Firm” in our 2025 Proxy Statement and is incorporated herein by reference.
78

PART IV
ITEM 15.
Exhibits, Financial Statement Schedules
FINANCIAL STATEMENTS
The following financial statements of Clearwater Pape
a
r are included in this report:
Consolidated Balance Sheets - December 31, 2024, and 2023.
Consolidated Statements of Operations - years ended December 31, 2024, 2023, and 2022.
Consolidated Statements of Comprehensive Income - years ended December 31, 2024, 2023 and 2022.
Consolidated Statements of Cash Flows - years ended December 31, 2024, 2023 and 2022.
Consolidated Statements of Stockholders’ Equity - years ended December 31, 2024, 2023 and 2022.
Notes to the Financial Statements.
Report of Independent Registered Publ
u ic Accounting Firm (PCAOB Firm ID 185).
No other financial statement schedules are required to be filed.
79

Incorporated by Reference
EXHIBIT EXHIBIT DESCRIPTION
Filed
Herewith?
Form
Exhibit
No.
Date Filed
3.1
Restated Certificate of Incorporation of Clearwater
Paper Corporation effective as of May 10, 2024
8-K
3.1
May 15, 2024
3.2
Amended and Restated Bylaws of the Company,
effective as of May 9, 2024.
8-K
3.2
May 15, 2024
4.1
Description of Capital Stock of Clearwater Paper
Corporation.
X
4.2
Indenture, dated as of August 18, 2020, by and
among Clearwater Paper Corporation, the
Guarantors,(as defined therein) and U.S. Bank
National Association, as trustee.
8-K
4.1
August 18,
2020
4.2(i)
Form of 4.750% Senior Notes due 2028 (included as
Exhibit A to the Indenture filed as Exhibit 4.1).
8-K
4.2
August 18,
2020
10.1
ABL Credit Agreement, dated as of July 26, 2019,
by and among JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders party thereto,
and Clearwater Paper Corporation.
8-K
10.2
July 31, 2019
10.1(i)
Amendment to ABL Credit Agreement, dated as of
January 29, 2020, by and among JPMorgan Chase
Bank, N.A., as administrative agent and Clearwater
Paper Corporation.
10-Q
10.2
May 5, 2020
10.1(ii)
First Amendment to the ABL Credit Agreement,
dated as of August 7, 2020, by and among
JPMorgan Chase Bank, N.A., as administrative
agent, and the lenders party thereto, and Clearwater
Paper Corporation.
10-Q
10.1
November 3,
2020
10.1(iii)
Second Amendment to the ABL Credit Agreement,
dated as of April 1, 2022, by and among JPMorgan
Chase Bank, N.A., as administrative agent, and the
lenders party thereto, and Clearwater Paper
Corporation.
X
10.1(iv)
Third Amendment to the ABL Credit Agreement,
dated November 7, 2022, by and among JPMorgan
Chase Bank, N.A., as administrative agent and the
lender parties thereto and Clearwater Paper
Corporation.
8-K
10.1
November 9,
2022
10.1(v)
Fourth Amendment to the ABL Credit Agreement
dated October 27, 2023, by and among Clearwater
Paper Corporation, JPMorgan Chase bank, N.A., as
administrative agent and the lender parties thereto.
K
10.2
October 27,
2023
10.1(vi)
Fifth Amendment to ABL Credit Agreement and
Omnibus Amendment, dated May 1, 2024, by and
among Clearwater Paper Corporation, the subsidiary
guarantors party thereto, JPMorgan Chase Bank,
N.A., as administrative agent, and the lenders party
thereto.
K
10.2
May 1, 2024
10.1(vii ) Sixth Amendment to ABL Credit Agreement and
Omnibus Agreement, dated October 29, 2024, by
and among Clearwater Paper Corporation, the
subsidiary guarantors party thereto, JPMorgan
Chase Bank, N.A., as administrative agent, and the
lenders party thereto.
X
80

10.2
Credit Agreement, dated October 27, 2023, by and
among Clearwater Paper Corporation, AgWest Farm
Credit, PCA, as administrative agent, and the lender
parties thereto.
8-K
10.1
October 27,
2023
10.2(i)
Amended and Restated Credit Agreement, dated
May 1, 2024, by and among Clearwater Paper
Corporation, AgWest Farm Credit, PCA, as
administrative agent, and the lenders party thereto.
8-K
10.1
May 1, 2024
10.2(ii)
First Amendment to the Amended and Restated
Credit Agreement, dated November 4, 2024, by and
among Clearwater Paper Corporation, AgWest Farm
Credit, PCA, as administrative agent, and the
lenders party thereto.
X
10.3
Commitment Letter, dated February 20, 2024,
among Clearwater Paper Corporation, AgWest Farm
Credit, PCA, CoBank, FCB, Coöperatieve
Rabobank U.A., New York Branch and any other
financial institutions from time to time party thereto.
8-K
10.1
Februa
r
ry 20,
2024
10.41
Form of Indemnification Agreement entered into
between the Company and each of its directors and
executive officers.
12B/A
10.15
November 19,
2008
10.51
Employment Agreement between Arsen S. Kitch
and the Company, dated effective April 1, 2020.
8-K
10.1
January 31,
2020
10.61
Offer letter, dated July 28, 2023, between Sherri J.
Baker and the Company.
10-Q
10.11
October 30,
2023
10.71
Clearwater Paper Corporation Amended and
Restated 2008 Stock Incentive Plan.
8-K
10.1
May 8,2015
10.7(i)1
Amendment to the Clearwater Paper Corporation
Amended and Restated 2008 Stock Incentive Plan,
effective January 1, 2017.
10-K
10.5(i)
Februa
r
ry 22,
2017
10.7(ii)1
Clearwater Paper Corporation 2017 Stock Incentive
Plan.
8-K
10.1
May 11, 2017
10.7(iii)1 Amendment to the Clearwater Paper Corporation
2017 Stock Incentive Plan.
8-K
10.1
May 19, 2020
10.7(iv)1
Amendment to the Clearwater Paper Corporation
2017 Stock Incentive Plan.
8-K
10.1
May 15, 2023
10.81
Clearwater Paper Corporation-Form of Performance
Share Agreement to be used for annual performance
share awards approved subsequent to December 31,
2018
8-K
10.1
Februa
r
ry 14,
2019
10.8(i)1
Clearwater Paper Corporation-Form of Performance
Share Agreement, to be used for annual performance
share awards approved subsequent to December 31,
2023.
10-K
10.8(i)1
Februa
r
ry 20,
2024
10.91
Clearwater Paper Corporation-Form of Restricted
Stock Unit Agreement, as amended and restated, to
be used for special restricted stock unit awards
approved subsequent to December 31, 2019.
10-K
10.201
March 9,2020
10.9(i)1
Clearwater Paper Corporation-Form of Restricted
Stock Unit Agreement, to be used for annual
restricted stock unit awards approved subsequent to
December 31, 2022.
10-K
10.9(ii)1
Februa
r
ry 14,
2023
10.9(ii)1
Clearwater Paper Corporation-Form of Restricted
Stock Unit Agreement, to be used for annual
restricted stock unit awards approved subsequent to
December 31, 2023.
10-K
10.9(iii)1 Februa
r
ry 20,
2024
81

10.9(iii)1 Clearwater Paper Corporation-Form of Restricted
Stock Unit Agreement, as amended and restated, to
be used for special restricted stock unit awards
approved subsequent to December 31, 2023.
10-K
10.9(iv)1
Februa
r
ry 20,
2024
10.101
Clearwater Paper Corporation 2008 Stock Incentive
Plan—Form of Stock Option Agreement.
8-K
10.3
Februa
r
ry 18,
2014
10.10(i)1
Clearwater Paper Corporation 2008 Stock Incentive
Plan—Form of Amendment of Stock Option
Agreement, effective as of January 1, 2015.
10-K
10.7(i)
Februa
r
ry 26,
2015
10.10(ii)1 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.
10-K
10.7(ii)
Februa
r
ry 26,
2015
10.10(iii)
1
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.
10-K
10.8(iii)
Februa
r
ry 22,
2016
10.10(iv)
1
Clearwater Paper Corporation—Form of Stock
Option Agreement, as amended and restated
February 6, 2017, to be used for annual restricted
stock unit awards approved subsequent to December
31, 2016.
8-K
10.3
Februa
r
ry 10,
2017
10.10(v)1 Clearwater Paper Corporation- Form of Stock
Option Agreement, as amended and restated, to be
used for annual restricted stock unit awards
approved subsequent to December 31, 2017.
10-K
10.8(v)
Februa
r
ry 21,
2018
10.111
Clearwater Paper Corporation Annual Incentive
Plan.
8-K
10.1
May 9, 2014
10.11(i)1
Amendment to the Clearwater Paper Corporation
Annual Incentive Plan, effective as of January 1,
2016.
10-Q
10.1
July 27, 2016
10.11
(ii)1
Amendment to the Clearwater Paper Corporation
Annual Incentive Plan, effective as of September 27,
2021.
10-Q
10.1
November 2,
2021
10.11
(iii)1
Amendment to the Clearwater Paper Corporation
Annual Incentive Plan, effective as of January 1,
2024.
10-K
10.11(iii)1 Februa
r
ry 20,
2024
10.121
Amended and Restated Clearwater Paper
Corporation Management Deferred Compensation
Plan
10-K
10.10
Februa
r
ry 22,
2017
10.12(i)1
Amendment to the Amended and Restated
Clearwater Paper Corporation Management
Deferred Compensation Plan, effective May 1,
2020.
10-Q
10.2
August 4, 2020
10.12(ii)
Second Amendment to the Amended and Restated
Clearwater Paper Corporation Management
Deferred Compensation Plan, effective October 11,
2021.
10-K
10.12(ii)1
Februa
r
ry 15,
2022
10.131
Clearwater Paper Executive Severance Plan
8-K
10(i)
March 9, 2018
10.141
Amended and Restated Clearwater Paper
Corporation Salaried Supplemental Benefit Plan.
10-K
10.12
Februa
r
ry 22,
2017
10.14(i)1
Amendment to the Amended and Restated
Clearwater Paper Corporation Salaried
Supplemental Benefit Plan, effective May 1, 2020.
10-Q
10.3
August 4, 2020
10.14(ii)1 Second Amendment to the Amended and Restated
Clearwater Paper Corporation Salaried
Supplemental Benefit Plan, effective October 11,
2021.
10-K
10.14(ii)1
Februa
r
ry 15,
2022
82

10.151
Clearwater Paper Corporation Benefits Protection
Trust Agreement.
10-K
10.18
March 18,
2009
10.15(i)1
Amendment to the Clearwater Paper Corporation
Benefits Protection Trust Agreement.
10-Q
10.16(i)
October 31,
2013
10.161
Clearwater Paper Corporation Deferred
Compensation Plan for Directors.
8-K
10.10
December 19,
2008
10.16(i)1
Amended and Restated Clearwater Paper
Corporation Deferred Compensation Plan for
Directors.
8-K
99.1
December 7,
2017
10.16(ii)1 Amended and Restated Clearwater Paper
Corporation Deferred Compensation Plan for
Directors, effective as of January 1, 2018.
10-Q
10(i)
August 7, 2018
10.16(iii)
1
Amended and Restated Clearwater Paper
Corporation Deferred Compensation Plan for
Directors, effective as of December 6, 2019.
X
10.171
Clearwater Paper Change of Control Plan.
10-K
10.16
Februa
r
ry
20,2014
(21)
Clearwater Paper Corporation Subsidiaries.
(23)
Consent of Independent Registered Public
Accounting Firm.
X
(24)
Powers of Attorney.
X
(31)
Rule 13a-14(a)/15d-14(a) Certifications.
(32)
Furnished statements of the Chief Executive Officer
and Chief Financial Officer under 18 U.S.C. Section
1350.
X
(97)
Policy Relating to Recovery of Erroneously
Awarded Compensation.
10-K
97
Februa
r
ry
20,2024
101.INS
Inline XBRL Instance Document – the instance
document does not appear in the Interactive Data
File because its XBRL tags are embedded within the
Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema.
101.CAL Inline XBRL Taxonomy Extension Calculation
Linkbase.
101.DEF Inline XBRL Taxonomy Extension Definition Labe
a
l
Linkbase.
101.LAB Inline XBRL Taxonomy Extension Labe
a
l Linkbase.
101.PRE
Inline XBRL Taxonomy Extension Presentation
Linkbase.
104
Cover Page Interactive Data File (for
f
matted as
Inline XBRL and contained in Exhibit 101).
1 Management contract or compensatory plan, contract or arrangement.
83

ITEM 16.
FORM 10-K Summary
Not applicable.
84

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 dul
d y authorized.
CLEARWATER PAPER CORPORATION
(Registrant)
By
/s/ Arsen S. Kitch
Arsen S. Kitch
President, Chief Executive Offi
f cer and Director (Principal
Executive Offi
f cer)
Date: February 2
r
4, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the fol
f lowing
persons on behalf of the registrant and in the capacities and on the dates indicated.
Date
By
/s/ Arsen S. Kitch
President, Chief Executive Officer and
Director (Principal Executive Officer)
Februa
r
ry 24, 2025
Arsen S. Kitch
By
/s/ Sherri J. Baker
Senior Vice President, Chief Financial
Offi
f cer (Principal Financial Offi
f cer)
Februa
r
ry 24, 2025
Sherri J. Baker
By
/s/ Rebecca A. Barckley
Vice President, Corporate Controller
(Principal Accounting Officer)
Februa
r
ry 24, 2025
Rebecca A Barckley
*
Alexander Toeldte
Director and Chair of the Board
Februa
r
ry 24, 2025
*
John J. Corkrean
Director
Februa
r
ry 24, 2025
*
Jeanne M. Hillman
Director
Februa
r
ry 24, 2025
*
Kevin J. Hunt
Director
Februa
r
ry 24, 2025
*
Joe W. Laymon
Director
Februa
r
ry 24, 2025
*
Ann C. Nelson
Director
Februa
r
ry 24, 2025
*
John P. O'Donnell
Director
Februa
r
ry 24, 2025
*
Christine M. Vickers Tucker
Director
Februa
r
ry 24, 2025
*By
/s/ Michael S. Gadd
Michael S. Gadd
(Attorney-in-fact)
85


Corporate Information
MANAGEMENT
Arsen S. Kitch
President and Chief Executive Officer
Sherri J. Baker
Senior Vice President, Chief Financial Offif cer
Steve M. Bowden
Senior Vice President, Operations
Michael S. Gadd
Senior Vice President, General Counsel
and Associate Corporate Secretary
Kari G. Moyes
Senior Vice President, Human Resources
Matthew D. Passarello
Senior Vice President, Supply Chain & Corporate Development
Michael J. Urlick
Senior Vice President, Commercial
BOARD OF DIRECTORS
John J. Corkrean
Director since 2019
Jeanne M. Hillman
Director since 2022
Kevin J. Hunt
Director since 2013
Arsen S. Kitch
Director since 2020
Joe W. Laymon
Director since 2019
Ann C. Nelson
Director since 2020
John P. O’Donnell
Director since 2016
Alexander Toeldte
Chair of the Board
Director since 2016
Christine M. Vickers Tucker
Director since 2021
STOCK LISTING
Clearwa
r
ter Paper common stock is listed under the
symbol CLW on the New York Stock Exchange.
ANNUAL MEETING
The 2025 Annual Meeting of Stockholders will be held on Thursday,
May 8, 2025, at 9:00 a.m. (Pacific Time). The meeting will be held at
the Hyatt Regency, 808 Howell Street, Seattle, WA 98101 and via
webcast.
Register to attend the webcast at https://register.proxypush.com/CLW.
TRANSFER AGENT
MAILING ADDRESSES
Stockholder correspondence should be mailed to:
Computershare
P.O. Box 43006
Providence, RI 02940-3078
Overnight correspondence should be sent to:
Computershare
150 Royall St. Suite 100
Canton, MA 02021
STOCKHOLDER WEBSITE
www.computershare.com/investor
Stockholder online inquiries
https://www-us.computershare.com/investor/Contact
TOLL FREE NUMBER
Outside the U.S.

Hearing Impaired
201-680-6578
TDD International
800-490-1493
781-575-4592
ADDITIONAL INFORMATION
Copies of the company’s filings with the Securities and Exchange
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.clearwa
r
terpaper.com.
FORWARD-LOOKING STATEMENTS
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 the company’s Augusta, Georgia paperboard manufacturing facility and associated business; the
sale of the company’s consumer products division (tissue business); the company’s expectations regarding paperboard demand; the company’s
paperboard strategy, including the company’s plans to grow the company’s paperboard business; the company’s expectation that paperboard
represents the best opportunity for steady and sustainable value creation; cost structure improvements and cost saving initiatives; the company’s
continued investment in the company’s business; market conditions; company financial and operations perfo
r
rmance; the company’s operations and
expectations; the company’s product development plans; product sustainability and attributes; environmental, social and governance goals,
commitments and perfo
r
rmance; human capital and work-for
f
ce commitments; and customers and customer expectations and service. 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, 2024, 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 otherwi
r
se.
FSC®-CERTIFIED PAPER
Clearwa
r
ter Paper Corporation’s Annual Report was printed by Donnelley Financial Solutions entirely on FSC®-certified paper. Chain-of-C
f
ustody
certificate TT-COC-005939. The Annual Report was printed on Donnelley Financial Opaque Text which is made of material from well-managed
FSC®-certified forests and 10% recycled content.



Clearwa
r
ter Paper Corporation
601 West Riverside Avenue, Suite 1100
Spokane, WA 99201
www.clearwa
r
terpaper.com
p p