ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3594554
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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601 W. Riverside Avenue, Suite 1100
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Spokane, Washington
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99201
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(Address of principal executive offices)
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(Zip Code)
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TITLE OF EACH CLASS
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NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock ($0.0001 par value per share)
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PAGE
NUMBER
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PART I
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ITEM 1.
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Business
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ITEM 1A.
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Risk Factors
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ITEM 1B.
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Unresolved Staff Comments
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ITEM 2.
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Properties
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ITEM 3.
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Legal Proceedings
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ITEM 4.
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Mine Safety Disclosures
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PART II
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ITEM 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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ITEM 6.
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Selected Financial Data
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ITEM 7.
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Management’s Discussion and Analysis of Financial Condition and Results of
Operations
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ITEM 7A.
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Quantitative and Qualitative Disclosures About Market Risks
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40
-41
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ITEM 8.
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Financial Statements and Supplementary Data
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42
-87
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ITEM 9.
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Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
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ITEM 9A.
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Controls and Procedures
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ITEM 9B.
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Other Information
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PART III
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ITEM 10.
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Directors, Executive Officers and Corporate Governance
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ITEM 11.
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Executive Compensation
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ITEM 12.
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Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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ITEM 13.
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Certain Relationships and Related Transactions, and Director Independence
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ITEM 14.
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Principal Accounting Fees and Services
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PART IV
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ITEM 15.
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Exhibits, Financial Statement Schedules
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SIGNATURES
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EXHIBIT INDEX
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•
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our ability to execute on our growth and expansion strategies;
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•
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unanticipated construction delays involving our planned new tissue manufacturing operations in Shelby, North Carolina;
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•
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competitive pricing pressures for our products, including as a result of increased capacity as additional manufacturing facilities are operated by our competitors;
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•
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customer acceptance and timing and quantity of purchases of our tissue products, including the existence of sufficient demand for and the quality of tissue produced at our recently announced Shelby, North Carolina facility when it becomes operational;
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•
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changes in the U.S. and international economies and in general economic conditions in the regions and industries in which we operate;
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•
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the loss of or changes in prices in regards to a significant customer;
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•
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our ability to successfully implement our operational efficiencies and cost savings strategies;
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•
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changes in customer product preferences and competitors' product offerings;
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•
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manufacturing or operating disruptions, including IT system and IT system implementation failures, equipment malfunction and damage to our manufacturing facilities;
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•
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changes in transportation costs and disruptions in transportation services;
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•
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changes in the cost and availability of wood fiber and wood pulp;
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•
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labor disruptions;
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•
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cyclical industry conditions;
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•
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changes in costs for and availability of packaging supplies, chemicals, energy and maintenance and repairs;
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•
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environmental liabilities or expenditures;
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•
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our ability to realize the expected benefits of our Manchester Industries acquisition;
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•
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changes in expenses and required contributions associated with our pension plans;
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•
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cyber-security risks;
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•
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reliance on a limited number of third-party suppliers for raw materials;
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•
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our inability to service our debt obligations;
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•
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restrictions on our business from debt covenants and terms; and
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•
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changes in laws, regulations or industry standards affecting our business.
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ITEM 1.
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Business
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CONTRACT
EXPIRATION
DATE
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DIVISION AND LOCATION
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UNION
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APPROXIMATE
NUMBER OF HOURLY
EMPLOYEES
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August 31, 2017
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Consumer Products Division and Pulp
& Paperboard Division-Lewiston, Idaho
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United Steel Workers (USW)
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975
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August 31, 2017
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Consumer Products Division and Pulp
& Paperboard Division-Lewiston, Idaho |
International Brotherhood of Electrical Workers (IBEW)
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55
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ITEM 1A.
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Risk Factors
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•
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failure to effectively implement our business plan for the business;
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•
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unanticipated issues in integrating financial, manufacturing, logistics, information, communications and other systems;
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•
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failure to retain key employees;
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•
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failure to retain key customers, including our customers in the sheeting and commercial print business as well as Manchester’s customers;
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•
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inconsistencies in standards, controls, procedures and policies, including internal control and regulatory requirements under the Sarbanes-Oxley Act of 2002; and
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•
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unanticipated issues, expenses and liabilities.
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▪
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undergo a change in control;
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▪
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sell assets;
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▪
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pay dividends and make other distributions;
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▪
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make investments and other restricted payments;
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▪
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redeem or repurchase our capital stock;
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▪
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incur additional debt and issue preferred stock;
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▪
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create liens;
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▪
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consolidate, merge, or sell substantially all of our assets;
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▪
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enter into certain transactions with our affiliates;
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▪
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engage in new lines of business; and
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▪
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enter into sale and lease-back transactions.
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▪
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a classified Board of Directors with three-year staggered terms;
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▪
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the ability of our Board of Directors to issue shares of preferred stock and to determine the price and other terms, including preferences and voting rights, of those shares without stockholder approval;
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▪
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stockholder action can only be taken at a special or regular meeting and not by written consent;
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▪
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advance notice procedures for nominating candidates to our Board of Directors or presenting matters at stockholder meetings;
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▪
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removal of directors only for cause;
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▪
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allowing only our Board of Directors to fill vacancies on our Board of Directors; and
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▪
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supermajority voting requirements to amend our bylaws and certain provisions of our certificate of incorporation.
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USE
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LEASED OR OWNED
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CAPACITY
1
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PRODUCTION
1
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||||
CONSUMER PRODUCTS
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Tissue manufacturing facilities:
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Ladysmith, Wisconsin
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Tissue
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Owned
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56,000
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tons
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50,000
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tons
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Las Vegas, Nevada
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TAD tissue
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Owned
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38,000
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tons
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34,000
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tons
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Lewiston, Idaho
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Tissue
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Owned
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190,000
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tons
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188,000
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tons
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Neenah, Wisconsin
3
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Tissue
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Owned
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54,000
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tons
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80,000
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tons
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Shelby, North Carolina
2
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TAD tissue
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Owned/Leased
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75,000
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tons
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69,000
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tons
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413,000
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tons
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421,000
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tons
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Tissue converting facilities:
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|
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Elwood, Illinois
2
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Tissue converting
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Owned/Leased
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60,000
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tons
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56,000
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|
tons
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Las Vegas, Nevada
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Tissue converting
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Owned
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64,000
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tons
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61,000
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tons
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Lewiston, Idaho
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Tissue converting
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Owned
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90,000
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tons
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70,000
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|
tons
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Neenah, Wisconsin
3
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Tissue converting
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Owned
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70,000
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tons
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64,000
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tons
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Oklahoma City, Oklahoma
2, 4
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Tissue converting
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Owned/Leased
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25,000
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tons
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21,000
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tons
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Shelby, North Carolina
2
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Tissue converting
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Owned/Leased
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73,000
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tons
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68,000
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tons
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|
|
|
|
|
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382,000
|
|
tons
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340,000
|
|
tons
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PULP AND PAPERBOARD
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Pulp Mills:
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Cypress Bend, Arkansas
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Pulp
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Owned
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317,000
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|
tons
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306,000
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tons
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Lewiston, Idaho
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Pulp
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Owned
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540,000
|
|
tons
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|
496,000
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|
tons
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|
|
|
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|
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857,000
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tons
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802,000
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|
tons
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Bleached Paperboard Mills:
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Cypress Bend, Arkansas
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Paperboard
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Owned
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360,000
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|
tons
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338,000
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tons
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Lewiston, Idaho
|
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Paperboard
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Owned
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465,000
|
|
tons
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450,000
|
|
tons
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|
|
|
|
|
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825,000
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|
tons
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788,000
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|
tons
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|
|
|
|
|
|
|
|
|
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||
Mendon, Michigan
2,5
|
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Paperboard sheeting
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Owned/Leased
|
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50,000
|
|
tons
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|
—
|
|
tons
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Wilkes-Barre, Pennsylvania
2,5
|
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Paperboard sheeting
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Owned/Leased
|
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40,000
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|
tons
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—
|
|
tons
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Dallas, Texas
2,5
|
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Paperboard sheeting
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Owned/Leased
|
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36,000
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|
tons
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—
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|
tons
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Richmond, Virginia
2,5
|
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Paperboard sheeting
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Owned/Leased
|
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35,000
|
|
tons
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|
—
|
|
tons
|
Hagerstown, Indiana
2,5
|
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Paperboard sheeting
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Owned/Leased
|
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32,000
|
|
tons
|
|
—
|
|
tons
|
|
|
|
|
|
|
193,000
|
|
tons
|
|
—
|
|
tons
|
|
|
|
|
|
|
|
|
|
|
|
||
CORPORATE
|
|
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|
|
|
|
|
|
|
|
||
Alpharetta, Georgia
|
|
Operations and administration
|
|
Owned/Leased
|
|
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N/A
|
|
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N/A
|
||
Spokane, Washington
|
|
Corporate headquarters
|
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Leased
|
|
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N/A
|
|
|
N/A
|
1
|
Production amounts are approximations for full year
2016
. Annual capacity is an estimate based on assumptions and judgments concerning, among other things, both market demand and product mix, which change from time-to-time.
|
2
|
The buildings located at these facilities are leased by Clearwater Paper or a subsidiary, and the operating equipment located within the buildings are owned by Clearwater Paper or a subsidiary.
|
3
|
On November 29, 2016 we announced the permanent shutdown of two tissue machines at our Neenah, Wisconsin tissue facility. Production throughout 2016 took place on five machines. However, capacities presented for this location reflect the shutdown and depict our capacity at December 31, 2016 with the remaining three machines.
|
4
|
On November 29, 2016 we announced the permanent closure of our Oklahoma City converting facility. We intend to run the facility until its permanent closure on March 31, 2017.
|
5
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On December 16, 2016, we acquired Manchester Industries. Production tonnages for the five Manchester facilities have been excluded from the table above as these facilities were owned for only 16 days in 2016.
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ITEM 3.
|
|
Legal Proceedings
|
|
|
Common Stock Price
|
||||||
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2016:
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
68.40
|
|
|
$
|
50.30
|
|
Third Quarter
|
|
69.75
|
|
|
59.18
|
|
||
Second Quarter
|
|
66.65
|
|
|
47.55
|
|
||
First Quarter
|
|
49.58
|
|
|
32.00
|
|
||
Year Ended December 31, 2015:
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
51.79
|
|
|
$
|
42.63
|
|
Third Quarter
|
|
59.70
|
|
|
42.64
|
|
||
Second Quarter
|
|
67.99
|
|
|
55.93
|
|
||
First Quarter
|
|
75.69
|
|
|
58.43
|
|
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, 2016 to October 31, 2016
|
153,969
|
|
|
$
|
54.65
|
|
|
153,969
|
|
|
$
|
40,058
|
|
November 1, 2016 to November 30, 2016
|
103,409
|
|
|
$
|
52.05
|
|
|
103,409
|
|
|
$
|
34,673
|
|
December 1, 2016 to December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
34,673
|
|
Total
|
257,378
|
|
|
$
|
53.61
|
|
|
257,378
|
|
|
|
(In thousands, except net
earnings (loss) per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Net sales
|
|
$
|
1,734,763
|
|
|
$
|
1,752,401
|
|
|
$
|
1,967,139
|
|
|
$
|
1,889,830
|
|
|
$
|
1,874,304
|
|
Income from operations
1
|
|
111,317
|
|
|
123,670
|
|
|
79,811
|
|
|
99,328
|
|
|
145,387
|
|
|||||
Net earnings (loss)
|
|
49,554
|
|
|
55,983
|
|
|
(2,315
|
)
|
|
106,955
|
|
|
64,131
|
|
|||||
Working capital
2
|
|
79,975
|
|
|
199,010
|
|
|
302,069
|
|
|
374,416
|
|
|
292,047
|
|
|||||
Long-term debt, net of current portion
|
|
569,755
|
|
|
568,987
|
|
|
568,221
|
|
|
640,410
|
|
|
515,570
|
|
|||||
Stockholders’ equity
|
|
469,873
|
|
|
474,866
|
|
|
497,537
|
|
|
605,094
|
|
|
540,894
|
|
|||||
Capital expenditures
3
|
|
155,677
|
|
|
134,104
|
|
|
99,600
|
|
|
86,508
|
|
|
207,115
|
|
|||||
Property, plant and equipment, net
|
|
945,328
|
|
|
866,538
|
|
|
810,987
|
|
|
884,698
|
|
|
877,377
|
|
|||||
Total assets
|
|
1,684,342
|
|
|
1,527,369
|
|
|
1,579,149
|
|
|
1,735,235
|
|
|
1,625,093
|
|
|||||
Net earnings (loss) per basic common
share
|
|
$
|
2.91
|
|
|
$
|
2.98
|
|
|
$
|
(0.11
|
)
|
|
$
|
4.84
|
|
|
$
|
2.75
|
|
Average basic common shares
outstanding
|
|
17,001
|
|
|
18,762
|
|
|
20,130
|
|
|
22,081
|
|
|
23,299
|
|
|||||
Net earnings (loss) per diluted common
share
|
|
$
|
2.90
|
|
|
$
|
2.97
|
|
|
$
|
(0.11
|
)
|
|
$
|
4.80
|
|
|
$
|
2.72
|
|
Average diluted common shares
outstanding
|
|
17,106
|
|
|
18,820
|
|
|
20,130
|
|
|
22,264
|
|
|
23,614
|
|
1
|
Income from operations for the year ended December 31, 2013, includes the reversal of uncertain tax positions.
|
2
|
Working capital is defined as our current assets less our current liabilities, as presented on our Consolidated Balance Sheets.
|
3
|
Capital expenditures in 2012 primarily include expenditures related to our through-air-dried tissue expansion project at our Shelby, North Carolina and Las Vegas, Nevada manufacturing and converting facilities.
|
ITEM 7.
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Our Consumer Products segment manufactures and sells a complete line of at-home tissue products in each tissue category, including bathroom tissue, paper towels, napkins and facial tissue. We also manufacture away-from-home tissue, or AFH, and parent rolls for external sales. Our integrated manufacturing and converting operations and geographic footprint enable us to deliver a broad range of cost-competitive products with brand equivalent quality to our consumer products customers. In
2016
, our Consumer Products segment had net sales of
$988.4 million
, representing approximately
57%
of our total net sales.
|
•
|
Our Pulp and Paperboard segment manufactures and markets bleached paperboard for the high-end segment of the packaging industry, is a leading producer of solid bleach sulfate paperboard and offers services that include custom sheeting, slitting and cutting of paperboard. This segment also produces hardwood and softwood pulp, which is primarily used as the basis for our paperboard products, and slush pulp, which it supplies to our Consumer Products segment. In
2016
, our Pulp and Paperboard segment had net sales of
$746.4 million
, representing approximately
43%
of our total net sales.
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
(Dollars in thousands)
|
|
Cost
|
|
Percentage of
Cost of Sales
|
|
Cost
|
|
Percentage of
Cost of Sales
|
|
Cost
4
|
|
Percentage of
Cost of Sales
|
|||||||||
Purchased pulp
|
|
$
|
196,848
|
|
|
13.2
|
%
|
|
$
|
186,065
|
|
|
12.3
|
%
|
|
$
|
295,889
|
|
|
17.3
|
%
|
Transportation
1
|
|
182,145
|
|
|
12.2
|
|
|
184,824
|
|
|
12.2
|
|
|
191,774
|
|
|
11.2
|
|
|||
Chemicals
|
|
166,954
|
|
|
11.2
|
|
|
179,812
|
|
|
11.9
|
|
|
206,054
|
|
|
12.1
|
|
|||
Chips, sawdust and logs
|
|
148,583
|
|
|
9.9
|
|
|
147,498
|
|
|
9.7
|
|
|
151,331
|
|
|
8.9
|
|
|||
Maintenance and repairs
2
|
|
95,800
|
|
|
6.4
|
|
|
90,709
|
|
|
6.0
|
|
|
84,309
|
|
|
4.9
|
|
|||
Energy
3
|
|
87,163
|
|
|
5.8
|
|
|
100,322
|
|
|
6.6
|
|
|
137,719
|
|
|
8.1
|
|
|||
Packaging supplies
|
|
86,273
|
|
|
5.7
|
|
|
90,696
|
|
|
6.0
|
|
|
103,769
|
|
|
6.1
|
|
|||
Depreciation
|
|
80,652
|
|
|
5.4
|
|
|
76,379
|
|
|
5.0
|
|
|
80,094
|
|
|
4.6
|
|
|||
|
|
$
|
1,044,418
|
|
|
69.8
|
%
|
|
$
|
1,056,305
|
|
|
69.7
|
%
|
|
$
|
1,250,939
|
|
|
73.2
|
%
|
1
|
Includes internal and external transportation costs.
|
2
|
Excluding related labor costs.
|
3
|
Energy costs for 2015 and 2014 were reclassified to conform to the 2016 presentation.
|
4
|
Results include the specialty business and mills, which were sold in December 2014.
|
(Dollars in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Income tax provision (benefit)
|
$
|
31,112
|
|
|
$
|
36,505
|
|
|
$
|
18,556
|
|
Effective tax rate
|
38.6
|
%
|
|
39.5
|
%
|
|
114.3
|
%
|
|
|
Years Ended December 31,
|
||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
||||||||||
Net sales
|
|
$
|
1,734,763
|
|
|
100.0
|
%
|
|
$
|
1,752,401
|
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(1,495,627
|
)
|
|
86.2
|
|
|
(1,512,849
|
)
|
|
86.3
|
|
||
Selling, general and administrative expenses
|
|
(129,574
|
)
|
|
7.5
|
|
|
(117,149
|
)
|
|
6.7
|
|
||
Gain on divested assets, net
|
|
1,755
|
|
|
0.1
|
|
|
1,267
|
|
|
0.1
|
|
||
Total operating costs and expenses
|
|
(1,623,446
|
)
|
|
93.6
|
|
|
(1,628,731
|
)
|
|
92.9
|
|
||
Income from operations
|
|
111,317
|
|
|
6.4
|
|
|
123,670
|
|
|
7.1
|
|
||
Interest expense, net
|
|
(30,300
|
)
|
|
1.7
|
|
|
(31,182
|
)
|
|
1.8
|
|
||
Debt retirement costs
|
|
(351
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Earnings before income taxes
|
|
80,666
|
|
|
4.6
|
|
|
92,488
|
|
|
5.3
|
|
||
Income tax provision
|
|
(31,112
|
)
|
|
1.8
|
|
|
(36,505
|
)
|
|
2.1
|
|
||
Net earnings
|
|
$
|
49,554
|
|
|
2.9
|
%
|
|
$
|
55,983
|
|
|
3.2
|
%
|
Non-GAAP Adjusted Income Tax Provision
|
Years Ended December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Income tax provision
|
$
|
(31,112
|
)
|
|
$
|
(36,505
|
)
|
Special items, tax impact:
|
|
|
|
||||
Directors' equity-based compensation (expense) benefit
|
(1,693
|
)
|
|
1,288
|
|
||
Pension settlement expense
|
(1,242
|
)
|
|
—
|
|
||
Manchester Industries acquisition related expenses
|
(465
|
)
|
|
—
|
|
||
Costs associated with Neenah paper machines shutdown
|
(371
|
)
|
|
—
|
|
||
Costs associated with announced Oklahoma City facility closure
|
(589
|
)
|
|
—
|
|
||
Costs associated with Long Island facility closure
|
(672
|
)
|
|
(780
|
)
|
||
Gain associated with optimization and sale of the specialty mills
|
626
|
|
|
395
|
|
||
Discrete tax items related to foreign tax credits
|
—
|
|
|
1,309
|
|
||
Legal expenses and settlement costs
|
—
|
|
|
(626
|
)
|
||
Reorganization related expenses
|
—
|
|
|
(470
|
)
|
||
Costs associated with labor agreement
|
—
|
|
|
(533
|
)
|
||
Adjusted income tax provision
|
$
|
(35,518
|
)
|
|
$
|
(35,922
|
)
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands - except per ton amounts)
|
2016
|
|
2015
|
||||
Net sales
|
$
|
988,380
|
|
|
$
|
959,894
|
|
Operating income
|
67,916
|
|
|
55,704
|
|
||
Percent of net sales
|
6.9
|
%
|
|
5.8
|
%
|
||
|
|
|
|
||||
Shipments (short tons)
|
|
|
|
||||
Non-retail
|
81,952
|
|
|
90,178
|
|
||
Retail
|
314,042
|
|
|
292,438
|
|
||
Total tissue tons
|
395,994
|
|
|
382,616
|
|
||
Converted products cases (in thousands)
|
52,875
|
|
|
52,149
|
|
||
|
|
|
|
||||
Sales price (per short ton)
|
|
|
|
||||
Non-retail
|
$
|
1,480
|
|
|
$
|
1,469
|
|
Retail
|
2,757
|
|
|
2,825
|
|
||
Total tissue
|
$
|
2,493
|
|
|
$
|
2,505
|
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands - except per ton amounts)
|
2016
|
|
2015
|
||||
Net sales
|
$
|
746,383
|
|
|
$
|
792,507
|
|
Operating income
|
112,732
|
|
|
120,861
|
|
||
Percent of net sales
|
15.1
|
%
|
|
15.3
|
%
|
||
|
|
|
|
||||
Paperboard shipments (short tons)
|
796,158
|
|
|
796,733
|
|
||
Paperboard sales price (per short ton)
|
$
|
937
|
|
|
$
|
990
|
|
|
|
Years Ended December 31,
|
||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
||||||||||
Net sales
|
|
$
|
1,752,401
|
|
|
100.0
|
%
|
|
$
|
1,967,139
|
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(1,512,849
|
)
|
|
86.3
|
|
|
(1,708,840
|
)
|
|
86.9
|
|
||
Selling, general and administrative expenses
|
|
(117,149
|
)
|
|
6.7
|
|
|
(130,102
|
)
|
|
6.6
|
|
||
Gain (loss) on divested assets, net
|
|
1,267
|
|
|
0.1
|
|
|
(40,159
|
)
|
|
2.0
|
|
||
Impairment of assets
|
|
—
|
|
|
—
|
|
|
(8,227
|
)
|
|
0.4
|
|
||
Total operating costs and expenses
|
|
(1,628,731
|
)
|
|
92.9
|
|
|
(1,887,328
|
)
|
|
95.9
|
|
||
Income from operations
|
|
123,670
|
|
|
7.1
|
|
|
79,811
|
|
|
4.1
|
|
||
Interest expense, net
|
|
(31,182
|
)
|
|
1.8
|
|
|
(39,150
|
)
|
|
2.0
|
|
||
Debt retirement costs
|
|
—
|
|
|
—
|
|
|
(24,420
|
)
|
|
1.2
|
|
||
Earnings before income taxes
|
|
92,488
|
|
|
5.3
|
|
|
16,241
|
|
|
0.8
|
|
||
Income tax (provision) benefit
|
|
(36,505
|
)
|
|
2.1
|
|
|
(18,556
|
)
|
|
0.9
|
|
||
Net earnings (loss)
|
|
$
|
55,983
|
|
|
3.2
|
%
|
|
$
|
(2,315
|
)
|
|
0.1
|
%
|
Non-GAAP Adjusted Income Tax Provision
|
Years Ended December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Income tax (provision) benefit
|
$
|
(36,505
|
)
|
|
$
|
(18,556
|
)
|
Special items, tax impact:
|
|
|
|
||||
Directors' equity-based compensation benefit (expense)
|
1,288
|
|
|
(1,625
|
)
|
||
Costs associated with Long Island facility closure
|
(780
|
)
|
|
(6,677
|
)
|
||
Debt retirement costs
|
—
|
|
|
(8,643
|
)
|
||
Gain (loss) associated with optimization and sale of the specialty mills
|
395
|
|
|
(3,774
|
)
|
||
Loss on impairment of Clearwater Fiber intangible asset
|
—
|
|
|
(1,054
|
)
|
||
Discrete tax item related to state tax rate changes
|
—
|
|
|
1,388
|
|
||
Costs associated with Thomaston facility closure
|
—
|
|
|
(448
|
)
|
||
Discrete tax items related to foreign tax credits
|
1,309
|
|
|
—
|
|
||
Legal expenses and settlement costs
|
(626
|
)
|
|
—
|
|
||
Costs associated with labor agreement
|
(533
|
)
|
|
—
|
|
||
Reorganization related expenses
|
(470
|
)
|
|
—
|
|
||
Adjusted income tax provision
|
$
|
(35,922
|
)
|
|
$
|
(39,389
|
)
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands - except per ton amounts)
|
2015
|
|
2014
|
||||
Net sales
|
$
|
959,894
|
|
|
$
|
1,183,385
|
|
Operating (loss) income
|
55,704
|
|
|
(6,028
|
)
|
||
Percent of net sales
|
5.8
|
%
|
|
(0.5
|
)%
|
||
|
|
|
|
||||
Shipments (short tons)
|
|
|
|
||||
Non-retail
|
90,178
|
|
|
233,943
|
|
||
Retail
|
292,438
|
|
|
293,907
|
|
||
Total tissue tons
|
382,616
|
|
|
527,850
|
|
||
Converted products cases (in thousands)
|
52,149
|
|
|
55,501
|
|
||
|
|
|
|
||||
Sales price (per short ton)
|
|
|
|
||||
Non-retail
|
$
|
1,469
|
|
|
$
|
1,504
|
|
Retail
|
2,825
|
|
|
2,822
|
|
||
Total tissue
|
$
|
2,505
|
|
|
$
|
2,238
|
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands - except per ton amounts)
|
2015
|
|
2014
|
||||
Net sales
|
$
|
792,507
|
|
|
$
|
783,754
|
|
Operating income
|
120,861
|
|
|
144,171
|
|
||
Percent of net sales
|
15.3
|
%
|
|
18.4
|
%
|
||
|
|
|
|
||||
Paperboard shipments (short tons)
|
796,733
|
|
|
774,665
|
|
||
Paperboard sales price (per short ton)
|
$
|
990
|
|
|
$
|
1,009
|
|
▪
|
EBITDA and Adjusted EBITDA do not reflect our cash expenditures for capital assets;
|
▪
|
EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital requirements;
|
▪
|
EBITDA and Adjusted EBITDA do not include cash pension payments;
|
▪
|
EBITDA and Adjusted EBITDA exclude certain tax payments that may represent a reduction in cash available to us;
|
▪
|
EBITDA and Adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
|
▪
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and
|
▪
|
other companies, including other companies in our industry, may calculate these measures differently than we do, limiting their usefulness as a comparative measure.
|
|
|
Years Ended December 31,
|
||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings (loss)
|
|
$
|
49,554
|
|
|
$
|
55,983
|
|
|
$
|
(2,315
|
)
|
Interest expense, net
1
|
|
30,651
|
|
|
31,182
|
|
|
63,570
|
|
|||
Income tax provision
|
|
31,112
|
|
|
36,505
|
|
|
18,556
|
|
|||
Depreciation and amortization expense
2
|
|
91,090
|
|
|
84,732
|
|
|
90,145
|
|
|||
EBITDA
|
|
$
|
202,407
|
|
|
$
|
208,402
|
|
|
$
|
169,956
|
|
Directors' equity-based compensation expense (benefit)
|
|
4,779
|
|
|
(4,073
|
)
|
|
4,606
|
|
|||
Manchester Industries acquisition related expenses
|
|
2,665
|
|
|
—
|
|
|
—
|
|
|||
Pension settlement expense
|
|
3,482
|
|
|
—
|
|
|
—
|
|
|||
Costs associated with Neenah paper machines shutdown
|
|
1,049
|
|
|
—
|
|
|
—
|
|
|||
Costs associated with announced Oklahoma City facility closure
|
|
318
|
|
|
—
|
|
|
—
|
|
|||
Costs associated with Long Island facility closure
|
|
1,891
|
|
|
2,463
|
|
|
18,813
|
|
|||
(Gain) loss associated with optimization and sale of the specialty mills
|
|
(1,755
|
)
|
|
(1,267
|
)
|
|
40,801
|
|
|||
Legal expenses and settlement costs
|
|
—
|
|
|
1,972
|
|
|
—
|
|
|||
Reorganization related expenses
|
|
—
|
|
|
1,470
|
|
|
—
|
|
|||
Costs associated with labor agreement
|
|
—
|
|
|
1,730
|
|
|
—
|
|
|||
Loss on impairment of Clearwater Fiber intangible asset
|
|
—
|
|
|
—
|
|
|
3,078
|
|
|||
Costs associated with Thomaston facility closure
|
|
—
|
|
|
—
|
|
|
1,257
|
|
|||
Adjusted EBITDA
|
|
$
|
214,836
|
|
|
$
|
210,697
|
|
|
$
|
238,511
|
|
1
|
Interest expense, net for the years ended December 31, 2016 and 2014 includes debt retirement costs of $0.4 million and $24.4 million, respectively.
|
2
|
Depreciation and amortization for 2016 includes $1.3 million of accelerated depreciation associated with the announced closure of our Oklahoma City facility.
|
|
|
Years Ended December 31,
|
||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash flows from operating activities
|
|
$
|
172,751
|
|
|
$
|
159,675
|
|
|
$
|
139,100
|
|
Net cash flows from investing activities
|
|
(222,506
|
)
|
|
(78,548
|
)
|
|
35,687
|
|
|||
Net cash flows from financing activities
|
|
67,146
|
|
|
(102,848
|
)
|
|
(171,131
|
)
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
Less
Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
Revolving lines of credit
|
|
$
|
135,000
|
|
|
$
|
135,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
1
|
|
575,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
575,000
|
|
|||||
Interest on long-term debt
1
|
|
217,500
|
|
|
28,500
|
|
|
57,000
|
|
|
57,000
|
|
|
75,000
|
|
|||||
Capital leases
2
|
|
40,140
|
|
|
2,601
|
|
|
5,346
|
|
|
5,371
|
|
|
26,822
|
|
|||||
Operating leases
2
|
|
44,416
|
|
|
14,400
|
|
|
18,037
|
|
|
7,625
|
|
|
4,354
|
|
|||||
Purchase obligations
3
|
|
264,510
|
|
|
245,471
|
|
|
8,486
|
|
|
3,767
|
|
|
6,786
|
|
|||||
Other obligations
4,5
|
|
185,858
|
|
|
106,803
|
|
|
22,045
|
|
|
13,000
|
|
|
44,010
|
|
|||||
Total
|
|
$
|
1,462,424
|
|
|
$
|
532,775
|
|
|
$
|
110,914
|
|
|
$
|
86,763
|
|
|
$
|
731,972
|
|
1
|
Included above are the principal and interest payments that were due on our 2013 and 2014 Notes, which were outstanding as of December 31, 2016. For more information regarding specific terms of our long-term debt, see the discussion under the heading “Debt Arrangements,” and Note 11, “Debt,” in the notes to the consolidated financial statements.
|
2
|
These amounts represent our minimum capital lease payments, including amounts representing interest, and our minimum operating lease payments. See Note 18, “Commitments and Contingencies,” in the notes to the consolidated financial statements.
|
3
|
Purchase obligations consist primarily of contracts for the purchase of raw materials (primarily pulp) from third parties, trade accounts payable as of
December 31, 2016
, contracts for outside wood chipping and contracts with natural gas and electricity providers.
|
4
|
Included in other obligations are accrued liabilities and accounts payable (other than trade accounts payable) as of
December 31, 2016
, liabilities associated with supplemental pension and deferred compensation arrangements, and estimated payments on postretirement employee benefit plans.
|
5
|
Total excludes $2.4 million of unrecognized tax benefits due to the uncertainty of timing of payment. See Note 9, “Income Taxes,” in the notes to the consolidated financial statements.
|
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
575,000
|
|
|
$
|
575,000
|
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.957
|
%
|
|
4.957
|
%
|
|||||||
Fair value at December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
567,875
|
|
ITEM 8.
|
|
Financial Statements and Supplementary Data
|
|
|
|
PAGE
NUMBER
|
Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016,
2015 and 2014
|
|
Consolidated Balance Sheets at December 31, 2016 and 2015
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2016, 2015
and 2014
|
|
Notes to Consolidated Financial Statements
|
48
-84
|
Reports of Independent Registered Public Accounting Firm
|
85
-87
|
|
|
Financial Statement Schedules:
|
|
All schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements, including the notes thereto.
|
|
|
|
For The Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
1,734,763
|
|
|
$
|
1,752,401
|
|
|
$
|
1,967,139
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(1,495,627
|
)
|
|
(1,512,849
|
)
|
|
(1,708,840
|
)
|
|||
Selling, general and administrative expenses
|
|
(129,574
|
)
|
|
(117,149
|
)
|
|
(130,102
|
)
|
|||
Gain (loss) on divested assets, net
|
|
1,755
|
|
|
1,267
|
|
|
(40,159
|
)
|
|||
Impairment of assets
|
|
—
|
|
|
—
|
|
|
(8,227
|
)
|
|||
Total operating costs and expenses
|
|
(1,623,446
|
)
|
|
(1,628,731
|
)
|
|
(1,887,328
|
)
|
|||
Income from operations
|
|
111,317
|
|
|
123,670
|
|
|
79,811
|
|
|||
Interest expense, net
|
|
(30,300
|
)
|
|
(31,182
|
)
|
|
(39,150
|
)
|
|||
Debt retirement costs
|
|
(351
|
)
|
|
—
|
|
|
(24,420
|
)
|
|||
Earnings before income taxes
|
|
80,666
|
|
|
92,488
|
|
|
16,241
|
|
|||
Income tax provision
|
|
(31,112
|
)
|
|
(36,505
|
)
|
|
(18,556
|
)
|
|||
Net earnings (loss)
|
|
$
|
49,554
|
|
|
$
|
55,983
|
|
|
$
|
(2,315
|
)
|
Net earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.91
|
|
|
$
|
2.98
|
|
|
$
|
(0.11
|
)
|
Diluted
|
|
2.90
|
|
|
2.97
|
|
|
(0.11
|
)
|
|
|
For The Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings (loss)
|
|
$
|
49,554
|
|
|
$
|
55,983
|
|
|
$
|
(2,315
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Defined benefit pension and other postretirement employee benefits:
|
|
|
|
|
|
|
||||||
Net gain (loss) arising during the period, net of tax
of $248, $5,814 and $(15,103) |
|
379
|
|
|
8,944
|
|
|
(23,523
|
)
|
|||
Prior service credit arising during the period, net of
tax of $ -, $ -, and $3,278 |
|
—
|
|
|
—
|
|
|
5,106
|
|
|||
Amortization of actuarial loss included in net periodic cost,
net of tax of $1,576, $4,972, and $3,836 |
|
2,321
|
|
|
7,647
|
|
|
5,975
|
|
|||
Amortization of prior service credit included in net
periodic cost, net of tax of $(669), $(829), and $(772) |
|
(1,021
|
)
|
|
(1,276
|
)
|
|
(1,202
|
)
|
|||
Settlement, net of tax of $1,366, $-, and $-
|
|
2,116
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation amounts reclassified from accumulated
other comprehensive loss
|
|
—
|
|
|
—
|
|
|
874
|
|
|||
Other comprehensive income (loss), net of tax
|
|
3,795
|
|
|
15,315
|
|
|
(12,770
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
53,349
|
|
|
$
|
71,298
|
|
|
$
|
(15,085
|
)
|
|
|
At December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
23,001
|
|
|
$
|
5,610
|
|
Short-term investments
|
|
—
|
|
|
250
|
|
||
Restricted cash
|
|
—
|
|
|
2,270
|
|
||
Receivables, net
|
|
147,074
|
|
|
139,052
|
|
||
Taxes receivable
|
|
9,709
|
|
|
14,851
|
|
||
Inventories
|
|
258,029
|
|
|
255,573
|
|
||
Other current assets
|
|
8,682
|
|
|
9,331
|
|
||
Total current assets
|
|
446,495
|
|
|
426,937
|
|
||
Property, plant and equipment, net
|
|
945,328
|
|
|
866,538
|
|
||
Goodwill
|
|
244,283
|
|
|
209,087
|
|
||
Intangible assets, net
|
|
40,485
|
|
|
19,990
|
|
||
Other assets, net
|
|
7,751
|
|
|
4,817
|
|
||
TOTAL ASSETS
|
|
$
|
1,684,342
|
|
|
$
|
1,527,369
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Borrowings under revolving credit facilities
|
|
$
|
135,000
|
|
|
$
|
—
|
|
Accounts payable and accrued liabilities
|
|
223,699
|
|
|
220,368
|
|
||
Current liability for pensions and other postretirement employee benefits
|
|
7,821
|
|
|
7,559
|
|
||
Total current liabilities
|
|
366,520
|
|
|
227,927
|
|
||
Long-term debt
|
|
569,755
|
|
|
568,987
|
|
||
Liability for pensions and other postretirement employee benefits
|
|
81,812
|
|
|
89,057
|
|
||
Other long-term obligations
|
|
41,776
|
|
|
46,738
|
|
||
Accrued taxes
|
|
2,434
|
|
|
1,676
|
|
||
Deferred tax liabilities
|
|
152,172
|
|
|
118,118
|
|
||
TOTAL LIABILITIES
|
|
1,214,469
|
|
|
1,052,503
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, par value $0.0001 per share, 5,000,000 authorized shares,
no shares issued
|
|
—
|
|
|
—
|
|
||
Common stock, par value $0.0001 per share, 100,000,000 authorized
shares-24,223,191 and 24,193,098 shares issued
|
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
|
347,080
|
|
|
340,095
|
|
||
Retained earnings
|
|
569,861
|
|
|
520,307
|
|
||
Treasury stock, at cost, common shares–7,736,255 and 6,380,309
shares repurchased
|
|
(395,317
|
)
|
|
(329,990
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
|
(51,753
|
)
|
|
(55,548
|
)
|
||
Total stockholders’ equity
|
|
469,873
|
|
|
474,866
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
1,684,342
|
|
|
$
|
1,527,369
|
|
(in thousands)
|
For The Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
49,554
|
|
|
$
|
55,983
|
|
|
$
|
(2,315
|
)
|
Adjustments to reconcile net earnings (loss) to net cash flows from
operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
91,090
|
|
|
84,732
|
|
|
90,145
|
|
|||
Equity-based compensation expense
|
12,385
|
|
|
4,557
|
|
|
12,790
|
|
|||
Impairment of assets
|
—
|
|
|
—
|
|
|
8,227
|
|
|||
Deferred tax provision
|
18,327
|
|
|
16,081
|
|
|
13,813
|
|
|||
Employee benefit plans
|
(1,979
|
)
|
|
3,011
|
|
|
2,115
|
|
|||
Deferred issuance costs on debt
|
1,242
|
|
|
928
|
|
|
6,141
|
|
|||
Loss on divestiture of assets
|
—
|
|
|
—
|
|
|
29,059
|
|
|||
Disposal of plant and equipment, net
|
1,381
|
|
|
1,492
|
|
|
959
|
|
|||
Non-cash adjustments to unrecognized taxes
|
758
|
|
|
(1,020
|
)
|
|
328
|
|
|||
Changes in working capital, net of acquisition
|
(3,462
|
)
|
|
14,841
|
|
|
(12,248
|
)
|
|||
Change in taxes receivable, net
|
5,142
|
|
|
(13,596
|
)
|
|
9,248
|
|
|||
Excess tax benefits from equity-based payment arrangements
|
(312
|
)
|
|
(1,433
|
)
|
|
(864
|
)
|
|||
Funding of qualified pension plans
|
—
|
|
|
(3,179
|
)
|
|
(16,955
|
)
|
|||
Other, net
|
(1,375
|
)
|
|
(2,722
|
)
|
|
(1,343
|
)
|
|||
Net cash flows from operating activities
|
172,751
|
|
|
159,675
|
|
|
139,100
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Change in short-term investments, net
|
250
|
|
|
49,750
|
|
|
20,000
|
|
|||
Additions to plant and equipment
|
(155,349
|
)
|
|
(128,902
|
)
|
|
(93,028
|
)
|
|||
Acquisition of Manchester Industries, net of cash acquired
|
(67,443
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from divested assets
|
—
|
|
|
—
|
|
|
107,740
|
|
|||
Proceeds from sale of assets
|
36
|
|
|
604
|
|
|
975
|
|
|||
Net cash flows from investing activities
|
(222,506
|
)
|
|
(78,548
|
)
|
|
35,687
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Purchase of treasury stock
|
(65,327
|
)
|
|
(99,990
|
)
|
|
(100,000
|
)
|
|||
Borrowings on revolving credit facilities
|
1,273,959
|
|
|
—
|
|
|
—
|
|
|||
Repayments of revolving credit facilities' borrowings
|
(1,138,959
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
300,000
|
|
|||
Repayment of long-term debt
|
—
|
|
|
—
|
|
|
(375,000
|
)
|
|||
Payments for debt issuance costs
|
(1,906
|
)
|
|
—
|
|
|
(3,002
|
)
|
|||
Payment of tax withholdings on equity-based payment arrangements
|
(933
|
)
|
|
(4,152
|
)
|
|
(1,523
|
)
|
|||
Excess tax benefits from equity-based payment arrangements
|
312
|
|
|
1,433
|
|
|
864
|
|
|||
Other, net
|
—
|
|
|
(139
|
)
|
|
7,530
|
|
|||
Net cash flows from financing activities
|
67,146
|
|
|
(102,848
|
)
|
|
(171,131
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
17,391
|
|
|
(21,721
|
)
|
|
3,656
|
|
|||
Cash and cash equivalents at beginning of period
|
5,610
|
|
|
27,331
|
|
|
23,675
|
|
|||
Cash and cash equivalents at end of period
|
$
|
23,001
|
|
|
$
|
5,610
|
|
|
$
|
27,331
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest, net of amounts capitalized
|
$
|
26,690
|
|
|
$
|
28,195
|
|
|
$
|
34,418
|
|
Cash paid for income taxes
|
17,655
|
|
|
35,849
|
|
|
6,851
|
|
|||
Cash received from income tax refunds
|
11,289
|
|
|
2,533
|
|
|
11,867
|
|
|||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Changes in accrued plant and equipment
|
$
|
328
|
|
|
$
|
5,202
|
|
|
$
|
6,187
|
|
Property acquired under capital lease
|
—
|
|
|
—
|
|
|
385
|
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total
Stockholders'
Equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2013
|
|
24,008
|
|
|
$
|
2
|
|
|
$
|
326,546
|
|
|
$
|
466,639
|
|
|
(2,924
|
)
|
|
$
|
(130,000
|
)
|
|
$
|
(58,093
|
)
|
|
$
|
605,094
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,315
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,315
|
)
|
||||||
Performance share, restricted stock unit, and stock option awards
|
|
48
|
|
|
—
|
|
|
7,528
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,528
|
|
||||||
Pension and OPEB, net
of tax of $(8,761)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,644
|
)
|
|
(13,644
|
)
|
||||||
Foreign currency
translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
874
|
|
|
874
|
|
||||||
Purchase of treasury
stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,574
|
)
|
|
(100,000
|
)
|
|
—
|
|
|
(100,000
|
)
|
||||||
Balance at December 31, 2014
|
|
24,056
|
|
|
$
|
2
|
|
|
$
|
334,074
|
|
|
$
|
464,324
|
|
|
(4,498
|
)
|
|
$
|
(230,000
|
)
|
|
$
|
(70,863
|
)
|
|
$
|
497,537
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,983
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,983
|
|
||||||
Performance share, restricted stock unit, and stock option awards
|
|
137
|
|
|
—
|
|
|
6,021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,021
|
|
||||||
Pension and OPEB, net
of tax of $9,957
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,315
|
|
|
15,315
|
|
||||||
Purchase of treasury
stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,882
|
)
|
|
(99,990
|
)
|
|
—
|
|
|
(99,990
|
)
|
||||||
Balance at December 31, 2015
|
|
24,193
|
|
|
$
|
2
|
|
|
$
|
340,095
|
|
|
$
|
520,307
|
|
|
(6,380
|
)
|
|
$
|
(329,990
|
)
|
|
$
|
(55,548
|
)
|
|
$
|
474,866
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,554
|
|
||||||
Performance share, restricted stock unit, and stock option awards
|
|
30
|
|
|
—
|
|
|
6,985
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,985
|
|
||||||
Pension and OPEB, net
of tax of $2,521
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,795
|
|
|
3,795
|
|
||||||
Purchase of treasury
stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,356
|
)
|
|
(65,327
|
)
|
|
—
|
|
|
(65,327
|
)
|
||||||
Balance at December 31, 2016
|
|
24,223
|
|
|
$
|
2
|
|
|
$
|
347,080
|
|
|
$
|
569,861
|
|
|
(7,736
|
)
|
|
$
|
(395,317
|
)
|
|
$
|
(51,753
|
)
|
|
$
|
469,873
|
|
(in thousands)
|
Amount
|
|
|
Current assets
|
$
|
22,046
|
|
Property, plant and equipment
|
6,967
|
|
|
Goodwill
|
35,196
|
|
|
Intangibles
|
25,472
|
|
|
Assets acquired
|
89,681
|
|
|
Current liabilities
|
5,403
|
|
|
Deferred tax liabilities
|
12,613
|
|
|
Liabilities assumed
|
18,016
|
|
|
Net assets acquired
|
$
|
71,665
|
|
(In thousands)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Pulp, paperboard and tissue products
|
|
$
|
154,460
|
|
|
$
|
156,055
|
|
Materials and supplies
|
|
82,005
|
|
|
80,020
|
|
||
Logs, pulpwood, chips and sawdust
|
|
21,564
|
|
|
19,498
|
|
||
|
|
$
|
258,029
|
|
|
$
|
255,573
|
|
(In thousands)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Machinery and equipment
|
|
$
|
2,000,512
|
|
|
$
|
1,879,890
|
|
Buildings and improvements
|
|
328,251
|
|
|
320,808
|
|
||
Land improvements
|
|
47,844
|
|
|
46,843
|
|
||
Office and other equipment
|
|
40,051
|
|
|
34,903
|
|
||
Land
|
|
7,266
|
|
|
7,266
|
|
||
Construction in progress
|
|
103,429
|
|
|
88,964
|
|
||
|
|
$
|
2,527,353
|
|
|
$
|
2,378,674
|
|
Less accumulated depreciation and amortization
|
|
(1,582,025
|
)
|
|
(1,512,136
|
)
|
||
|
|
$
|
945,328
|
|
|
$
|
866,538
|
|
|
|
December 31, 2016
|
||||||||||||
(Dollars in thousands, lives in years)
|
|
Weighted Average Useful Life
|
|
Historical
Cost
|
|
Accumulated
Amortization
|
|
Net
Balance
|
||||||
Customer relationships
|
|
9.3
|
|
$
|
62,401
|
|
|
$
|
(27,364
|
)
|
|
$
|
35,037
|
|
Trade names and trademarks
|
|
7.4
|
|
6,786
|
|
|
(1,972
|
)
|
|
4,814
|
|
|||
Non-compete agreements
|
|
5.0
|
|
574
|
|
|
(512
|
)
|
|
62
|
|
|||
Other intangibles
|
|
6.0
|
|
572
|
|
|
—
|
|
|
572
|
|
|||
Total intangible assets
|
|
|
|
$
|
70,333
|
|
|
$
|
(29,848
|
)
|
|
$
|
40,485
|
|
|
|
December 31, 2015
|
||||||||||||
(Dollars in thousands, lives in years)
|
|
Weighted Average Useful Life
|
|
Historical
Cost
|
|
Accumulated
Amortization
|
|
Net
Balance
|
||||||
Customer relationships
|
|
9.0
|
|
$
|
41,001
|
|
|
$
|
(22,778
|
)
|
|
$
|
18,223
|
|
Trade names and trademarks
|
|
10.0
|
|
3,286
|
|
|
(1,643
|
)
|
|
1,643
|
|
|||
Non-compete agreements
|
|
5.0
|
|
574
|
|
|
(450
|
)
|
|
124
|
|
|||
Total intangible assets
|
|
|
|
$
|
44,861
|
|
|
$
|
(24,871
|
)
|
|
$
|
19,990
|
|
Years ending December 31,
|
Amount
|
||
2017
|
$
|
7,970
|
|
2018
|
7,798
|
|
|
2019
|
7,798
|
|
|
2020
|
3,243
|
|
|
2021
|
2,914
|
|
|
Thereafter
|
10,762
|
|
|
Total
|
$
|
40,485
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
80,666
|
|
|
$
|
92,488
|
|
|
$
|
16,253
|
|
Canada
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||
Earnings before income taxes
|
|
$
|
80,666
|
|
|
$
|
92,488
|
|
|
$
|
16,241
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
7,434
|
|
|
$
|
15,579
|
|
|
$
|
2,355
|
|
State
|
|
5,351
|
|
|
4,855
|
|
|
1,872
|
|
|||
Foreign
|
|
—
|
|
|
(10
|
)
|
|
516
|
|
|||
Total current
|
|
12,785
|
|
|
20,424
|
|
|
4,743
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
15,573
|
|
|
13,006
|
|
|
11,432
|
|
|||
State
|
|
2,754
|
|
|
3,075
|
|
|
2,381
|
|
|||
Total deferred
|
|
18,327
|
|
|
16,081
|
|
|
13,813
|
|
|||
Income tax provision
|
|
$
|
31,112
|
|
|
$
|
36,505
|
|
|
$
|
18,556
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Computed expected tax provision
|
|
$
|
28,233
|
|
|
$
|
32,371
|
|
|
$
|
5,685
|
|
State and local taxes, net of federal income tax impact
|
|
3,966
|
|
|
4,175
|
|
|
1,543
|
|
|||
Adjustment for state deferred tax rate
|
|
606
|
|
|
104
|
|
|
1,546
|
|
|||
State investment tax credits
|
|
(921
|
)
|
|
1,146
|
|
|
(1,039
|
)
|
|||
Federal credits and net operating losses
|
|
(2,850
|
)
|
|
4,010
|
|
|
(485
|
)
|
|||
Federal manufacturing deduction
|
|
(1,022
|
)
|
|
(1,873
|
)
|
|
(674
|
)
|
|||
Uncertain tax positions
|
|
2,191
|
|
|
(1,020
|
)
|
|
355
|
|
|||
Loss on divested assets
|
|
—
|
|
|
—
|
|
|
10,554
|
|
|||
State attribute true up
|
|
—
|
|
|
1,167
|
|
|
(2,874
|
)
|
|||
New York state attribute true up
|
|
—
|
|
|
—
|
|
|
1,654
|
|
|||
Change in valuation allowances
|
|
550
|
|
|
(3,986
|
)
|
|
2,346
|
|
|||
Other, net
|
|
359
|
|
|
411
|
|
|
(55
|
)
|
|||
Income tax provision
|
|
$
|
31,112
|
|
|
$
|
36,505
|
|
|
$
|
18,556
|
|
Effective tax rate
|
|
38.6
|
%
|
|
39.5
|
%
|
|
114.3
|
%
|
(In thousands)
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Employee benefits
|
|
$
|
6,255
|
|
|
$
|
8,611
|
|
Postretirement employee benefits
|
|
27,370
|
|
|
28,125
|
|
||
Incentive compensation
|
|
11,356
|
|
|
8,334
|
|
||
Inventories
|
|
8,859
|
|
|
7,557
|
|
||
Pensions
|
|
8,338
|
|
|
10,460
|
|
||
Federal and state credit carryforwards
|
|
8,369
|
|
|
16,154
|
|
||
State net operating losses
|
|
1,462
|
|
|
1,578
|
|
||
Other
|
|
3,774
|
|
|
6,220
|
|
||
Total deferred tax assets
|
|
$
|
75,783
|
|
|
$
|
87,039
|
|
Valuation allowance
|
|
(4,407
|
)
|
|
(11,983
|
)
|
||
Deferred tax assets, net of valuation allowance
|
|
$
|
71,376
|
|
|
$
|
75,056
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Plant and equipment
|
|
$
|
(206,502
|
)
|
|
$
|
(186,203
|
)
|
Intangible assets
|
|
(14,136
|
)
|
|
(4,656
|
)
|
||
Total deferred tax liabilities
|
|
(220,638
|
)
|
|
(190,859
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(149,262
|
)
|
|
$
|
(115,803
|
)
|
(In thousands)
|
|
2016
|
|
2015
|
||||
Non-current deferred tax assets
1
|
|
2,910
|
|
|
2,315
|
|
||
Non-current deferred tax liabilities
|
|
(152,172
|
)
|
|
(118,118
|
)
|
||
Net non-current deferred tax liabilities
|
|
(149,262
|
)
|
|
(115,803
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(149,262
|
)
|
|
$
|
(115,803
|
)
|
1
|
Included in "Other assets, net" on our accompanying December 31, 2016 and 2015 Consolidated Balance Sheets.
|
(In thousands)
|
|
Gross
Unrecognized
Tax Benefits,
Excluding
Interest and
Penalties
|
|
Interest
and
Penalties
|
|
Total Gross
Unrecognized
Tax Benefits
|
||||||
Balance at January 1, 2015
|
|
$
|
2,406
|
|
|
$
|
290
|
|
|
$
|
2,696
|
|
Increase in prior year tax positions
|
|
2,479
|
|
|
45
|
|
|
2,524
|
|
|||
Increase in current year tax positions
|
|
226
|
|
|
—
|
|
|
226
|
|
|||
Reductions as a result of a lapse of the applicable statute of limitations
|
|
(884
|
)
|
|
(114
|
)
|
|
(998
|
)
|
|||
Balance at December 31, 2015
|
|
$
|
4,227
|
|
|
$
|
221
|
|
|
$
|
4,448
|
|
Increase in prior year tax positions
|
|
619
|
|
|
36
|
|
|
655
|
|
|||
Reductions as a result of a lapse of the applicable statute of limitations
|
|
(234
|
)
|
|
(20
|
)
|
|
(254
|
)
|
|||
Increase in current year tax positions
|
|
291
|
|
|
—
|
|
|
291
|
|
|||
Balance at December 31, 2016
|
|
$
|
4,903
|
|
|
$
|
237
|
|
|
$
|
5,140
|
|
(In thousands)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Trade accounts payable
|
|
$
|
128,106
|
|
|
$
|
128,045
|
|
Accrued wages, salaries and employee benefits
|
|
49,871
|
|
|
43,997
|
|
||
Accrued interest
|
|
12,149
|
|
|
11,981
|
|
||
Accrued discounts and allowances
|
|
10,291
|
|
|
8,954
|
|
||
Accrued taxes other than income taxes payable
|
|
6,946
|
|
|
5,112
|
|
||
Accrued utilities
|
|
6,712
|
|
|
7,536
|
|
||
Other
|
|
9,624
|
|
|
14,743
|
|
||
|
|
$
|
223,699
|
|
|
$
|
220,368
|
|
(In thousands)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Long-term lease obligations, net of current portion
|
|
$
|
23,152
|
|
|
$
|
24,054
|
|
Deferred compensation
|
|
7,219
|
|
|
10,755
|
|
||
Deferred proceeds
|
|
9,013
|
|
|
9,386
|
|
||
Other
|
|
2,392
|
|
|
2,543
|
|
||
|
|
$
|
41,776
|
|
|
$
|
46,738
|
|
(In thousands)
|
Pension and Other Post Retirement Employee Benefit Plan Adjustments
|
||
Balance at December 31, 2014
|
$
|
(70,863
|
)
|
Other comprehensive income before reclassifications
|
6,371
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
8,944
|
|
|
Other comprehensive income, net of tax
1
|
15,315
|
|
|
Balance at December 31, 2015
|
$
|
(55,548
|
)
|
Other comprehensive income before reclassifications
|
1,300
|
|
|
Amounts reclassified from accumulated other comprehensive loss
2
|
2,495
|
|
|
Other comprehensive income, net of tax
1
|
3,795
|
|
|
Balance at December 31, 2016
|
$
|
(51,753
|
)
|
1
|
For the year ended
December 31, 2016
, net periodic costs associated with our pension and other postretirement employee benefit, or OPEB, plans included in other comprehensive loss and reclassified from accumulated other comprehensive loss, or AOCL, included
$0.6 million
of net gain on plan assets,
$3.9 million
of actuarial loss amortization, and
$1.7 million
of prior service credit amortization, less total tax of
$1.2 million
. For the year ended
December 31, 2015
, net periodic costs associated with our pension and OPEB plans included in other comprehensive income and reclassified from AOCL included
$14.8 million
of net gain on plan assets,
$12.6 million
of actuarial loss amortization, and
$2.1 million
of prior service credit amortization, less total tax of
$10.0 million
. These accumulated other comprehensive loss components are included in the computation of net periodic pension and OPEB costs in Note 14, “Savings, Pension and Other Postretirement Employee Benefit Plans.”
|
2
|
Included in "Amounts reclassified from accumulated other comprehensive loss" above for the twelve months ended
December 31, 2016
is settlement expense of
$3.5 million
associated with the remeasurement of our salaried pension plan, which is discussed further in Note 14, “Savings, Pension and Other Postretirement Employee Benefit Plans.” The settlement expense is net of tax totaling
$1.4 million
.
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
318,444
|
|
|
$
|
338,001
|
|
|
$
|
71,672
|
|
|
$
|
104,715
|
|
Service cost
|
|
1,562
|
|
|
1,244
|
|
|
249
|
|
|
363
|
|
||||
Interest cost
|
|
14,072
|
|
|
13,931
|
|
|
3,075
|
|
|
3,881
|
|
||||
Plan settlements
|
|
(10,629
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actuarial losses (gains)
|
|
6,225
|
|
|
(15,295
|
)
|
|
816
|
|
|
(30,701
|
)
|
||||
Benefits paid
|
|
(25,286
|
)
|
|
(19,437
|
)
|
|
(6,649
|
)
|
|
(6,586
|
)
|
||||
Benefit obligation at end of year
|
|
304,388
|
|
|
318,444
|
|
|
69,163
|
|
|
71,672
|
|
||||
Fair value of plan assets at beginning of year
|
|
294,076
|
|
|
321,055
|
|
|
20
|
|
|
20
|
|
||||
Actual return on plan assets
|
|
27,056
|
|
|
(11,120
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contribution
|
|
421
|
|
|
3,578
|
|
|
—
|
|
|
—
|
|
||||
Plan settlements
|
|
(10,629
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(25,286
|
)
|
|
(19,437
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
285,638
|
|
|
294,076
|
|
|
20
|
|
|
20
|
|
||||
Funded status at end of year
|
|
$
|
(18,750
|
)
|
|
$
|
(24,368
|
)
|
|
$
|
(69,143
|
)
|
|
$
|
(71,652
|
)
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Non-current assets
|
|
$
|
1,740
|
|
|
$
|
596
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
(397
|
)
|
|
(414
|
)
|
|
(7,424
|
)
|
|
(7,145
|
)
|
||||
Non-current liabilities
|
|
(20,093
|
)
|
|
(24,550
|
)
|
|
(61,719
|
)
|
|
(64,507
|
)
|
||||
Net amount recognized
|
|
$
|
(18,750
|
)
|
|
$
|
(24,368
|
)
|
|
$
|
(69,143
|
)
|
|
$
|
(71,652
|
)
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss (gain)
|
|
$
|
117,640
|
|
|
$
|
134,031
|
|
|
$
|
(20,906
|
)
|
|
$
|
(29,290
|
)
|
Prior service cost (credit)
|
|
8
|
|
|
30
|
|
|
(3,211
|
)
|
|
(4,923
|
)
|
||||
Net amount recognized
|
|
$
|
117,648
|
|
|
$
|
134,061
|
|
|
$
|
(24,117
|
)
|
|
$
|
(34,213
|
)
|
(In thousands)
|
|
2016
|
|
2015
|
||||
Projected benefit obligation
|
|
$
|
170,716
|
|
|
$
|
181,744
|
|
Accumulated benefit obligation
|
|
170,716
|
|
|
181,744
|
|
||
Fair value of plan assets
|
|
150,226
|
|
|
156,780
|
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
|
$
|
1,562
|
|
|
$
|
1,244
|
|
|
$
|
1,390
|
|
|
$
|
249
|
|
|
$
|
363
|
|
|
$
|
454
|
|
Interest cost
|
|
14,072
|
|
|
13,931
|
|
|
14,825
|
|
|
3,075
|
|
|
3,881
|
|
|
4,565
|
|
||||||
Expected return on plan assets
|
|
(19,389
|
)
|
|
(20,117
|
)
|
|
(20,196
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
|
22
|
|
|
73
|
|
|
205
|
|
|
(1,712
|
)
|
|
(2,178
|
)
|
|
(2,179
|
)
|
||||||
Amortization of actuarial loss (gain)
|
|
11,463
|
|
|
12,619
|
|
|
10,097
|
|
|
(7,566
|
)
|
|
—
|
|
|
(286
|
)
|
||||||
Settlement
|
|
3,482
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
|
$
|
11,212
|
|
|
$
|
7,750
|
|
|
$
|
6,321
|
|
|
$
|
(5,955
|
)
|
|
$
|
2,065
|
|
|
$
|
2,554
|
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||||||||||
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Net (gain) loss
|
|
$
|
(1,445
|
)
|
|
$
|
15,942
|
|
|
$
|
31,587
|
|
|
$
|
818
|
|
|
$
|
(30,700
|
)
|
|
$
|
7,039
|
|
Prior service credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,384
|
)
|
||||||
Amortization of prior service (cost) credit
|
|
(22
|
)
|
|
(73
|
)
|
|
(205
|
)
|
|
1,712
|
|
|
2,178
|
|
|
2,179
|
|
||||||
Amortization of actuarial (loss) gain
|
|
(11,463
|
)
|
|
(12,619
|
)
|
|
(10,097
|
)
|
|
7,566
|
|
|
—
|
|
|
286
|
|
||||||
Settlement
|
|
(3,482
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive
(income) loss
|
|
$
|
(16,412
|
)
|
|
$
|
3,250
|
|
|
$
|
21,285
|
|
|
$
|
10,096
|
|
|
$
|
(28,522
|
)
|
|
$
|
1,120
|
|
Total recognized in net periodic cost and
other comprehensive (income) loss
|
|
$
|
(5,200
|
)
|
|
$
|
11,000
|
|
|
$
|
27,606
|
|
|
$
|
4,141
|
|
|
$
|
(26,457
|
)
|
|
$
|
3,674
|
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
|
4.45
|
%
|
|
4.70
|
%
|
|
4.25
|
%
|
|
4.30
|
%
|
|
4.50
|
%
|
|
4.15
|
%
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
|
4.70
|
%
|
|
4.25
|
%
|
|
5.20
|
%
|
|
4.50
|
%
|
|
4.15
|
%
|
|
5.05
|
%
|
Expected return on plan assets
|
|
6.75
|
|
|
7.00
|
|
|
7.50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(In thousands)
|
|
1% Increase
|
|
|
1% Decrease
|
|
||
Effect on total of service and interest cost components
|
|
$
|
220
|
|
|
$
|
(192
|
)
|
Effect on postretirement employee benefit obligation
|
|
4,393
|
|
|
(3,838
|
)
|
Level 1
|
|
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plans have the ability to access.
|
|
|
|
Level 2
|
|
Inputs to the valuation methodology include:
|
|
|
▪
Quoted prices for similar assets or liabilities in active markets;
▪
Quoted prices for identical or similar assets or liabilities in inactive markets;
▪
Inputs other than quoted prices that are observable for the asset or liability; and
▪
Inputs that are derived principally from or corroborated by observable market data by correlation or other means
|
|
|
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
|
|
|
|
Level 3
|
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
|
December 31, 2016
|
||||||||||
(In thousands)
|
|
Level 1
|
|
Investments measured at net asset value
|
|
Total
|
||||||
Cash and cash equivalents
|
|
$
|
2,002
|
|
|
$
|
—
|
|
|
$
|
2,002
|
|
Common and collective trust:
|
|
|
|
|
|
|
||||||
Collective investment funds
|
|
—
|
|
|
283,636
|
|
|
283,636
|
|
|||
Total investments at fair value
|
|
$
|
2,002
|
|
|
$
|
283,636
|
|
|
$
|
285,638
|
|
|
|
December 31, 2015
|
||||||||||
(In thousands)
|
|
Level 1
|
|
Investments measured at net asset value
|
|
Total
|
||||||
Cash and cash equivalents
|
|
$
|
2,004
|
|
|
$
|
—
|
|
|
$
|
2,004
|
|
Common and collective trusts:
|
|
|
|
|
|
|
||||||
Collective investment funds
|
|
—
|
|
|
292,072
|
|
|
292,072
|
|
|||
Total investments at fair value
|
|
$
|
2,004
|
|
|
$
|
292,072
|
|
|
$
|
294,076
|
|
▪
|
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
|
|
|
14%-22%
|
|
International equities, including emerging markets
|
|
|
13%-22%
|
|
Corporate bonds
|
|
|
50%-70%
|
|
Liquid reserves
|
|
|
0%-5%
|
|
▪
|
Assets were managed by professional investment managers and could be invested in separately managed accounts or commingled funds.
|
▪
|
Assets were not invested in securities rated below BBB- by S&P or Baa3 by Moody’s.
|
(In thousands)
|
|
Pension Benefit Plans
|
|
Other
Postretirement
Employee
Benefit Plans
|
||||
2017
|
|
$
|
19,614
|
|
|
$
|
7,444
|
|
2018
|
|
19,808
|
|
|
7,421
|
|
||
2019
|
|
20,103
|
|
|
6,954
|
|
||
2020
|
|
20,143
|
|
|
6,562
|
|
||
2021
|
|
20,131
|
|
|
5,435
|
|
||
2022-2026
|
|
100,433
|
|
|
20,372
|
|
▪
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
▪
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. In 2013, two large employers withdrew from PIUMPF and in 2015, the largest employer in PIUMPF also withdrew. Further withdrawals by contributing employers could cause a “mass withdrawal” from, or effectively a termination of, PIUMPF or alternatively we could elect to withdraw.
|
▪
|
Under applicable federal law, any employer contributing to a multiemployer pension plan that completely ceases participating in the plan while it is underfunded is subject to an assessment of such employer's allocable share of the aggregate unfunded vested benefits of the plan. In certain circumstances, an employer can also be assessed a withdrawal liability for a partial withdrawal from a multiemployer pension plan. Based on information as of December 31, 2015 provided by PIUMPF and reviewed by our actuarial consultant, we estimate the aggregate pre-tax liability that we would have incurred if we had completely withdrawn from PIUMPF in 2016 would have been in excess of
$72 million
. However, the exact amount of potential exposure could be higher or lower than the estimate, depending on, among other things, the nature and timing of any triggering events and the funded status of PIUMPF at that time. A withdrawal liability is recorded for accounting purposes when withdrawal is probable and the amount of the withdrawal obligation is reasonably estimable.
|
Pension
Fund
|
|
EIN
|
|
Plan
Number
|
|
PPA Zone Status
1
|
|
FIP/RP Status Pending/
Implemented
|
|
Contributions (in thousands)
|
|
Surcharge
Imposed
|
|
Expiration
Date
of Collective
Bargaining
Agreement
|
||||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||||||||||||
IAM NPF
|
|
51-6031295
|
|
002
|
|
Green
|
|
Green
|
|
N/A
|
|
$
|
335
|
|
|
$
|
329
|
|
|
$
|
343
|
|
|
No
|
|
5/31/2018
|
PIUMPF
|
|
11-6166763
|
|
001
|
|
Red
|
|
Red
|
|
Implemented
|
|
5,679
|
|
|
5,631
|
|
|
5,665
|
|
|
No
|
|
8/31/2017
|
|||
|
|
|
|
|
|
|
|
|
Total Contributions:
|
|
$
|
6,014
|
|
|
$
|
5,960
|
|
|
$
|
6,008
|
|
|
|
|
|
1
|
PIUMPF has been certified as in "Critical and Declining Status" for 2016 and 2015, under the provisions of the Multiemployer Pension Plan Reform Act of 2014.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Basic average common shares outstanding
1
|
|
17,000,599
|
|
|
18,762,451
|
|
|
20,129,557
|
|
|||
Incremental shares due to:
|
|
|
|
|
|
|
||||||
Restricted stock units
|
|
21,668
|
|
|
33,128
|
|
|
—
|
|
|||
Performance shares
|
|
76,525
|
|
|
24,717
|
|
|
—
|
|
|||
Stock options
|
|
7,648
|
|
|
—
|
|
|
—
|
|
|||
Diluted average common shares outstanding
|
|
17,106,440
|
|
|
18,820,296
|
|
|
20,129,557
|
|
|||
Basic net earnings (loss) per common share
|
|
$
|
2.91
|
|
|
$
|
2.98
|
|
|
$
|
(0.11
|
)
|
Diluted net earnings (loss) per common share
|
|
2.90
|
|
|
2.97
|
|
|
(0.11
|
)
|
|||
Anti-dilutive shares excluded from calculation
|
|
220,037
|
|
|
331,168
|
|
|
566,041
|
|
1
|
Basic average common shares outstanding include restricted stock awards that are fully vested, but are deferred for future issuance. See Note 16, "Equity-Based Compensation Plans" for further discussion.
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Restricted stock units
|
|
$
|
1,381
|
|
|
$
|
2,116
|
|
|
$
|
1,966
|
|
Performance shares
|
|
3,311
|
|
|
4,408
|
|
|
4,964
|
|
|||
Stock options
|
|
2,913
|
|
|
2,106
|
|
|
1,254
|
|
|||
Total employee equity-based compensation
|
|
$
|
7,605
|
|
|
$
|
8,630
|
|
|
$
|
8,184
|
|
Related tax benefit
|
|
$
|
2,767
|
|
|
$
|
3,193
|
|
|
$
|
2,955
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||||||||
Unvested shares outstanding at
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
January 1
|
|
46,029
|
|
|
$
|
60.17
|
|
|
93,254
|
|
|
$
|
47.95
|
|
|
102,658
|
|
|
$
|
39.85
|
|
Granted
|
|
44,627
|
|
|
39.10
|
|
|
23,148
|
|
|
62.02
|
|
|
31,567
|
|
|
66.33
|
|
|||
Vested
|
|
(29,338
|
)
|
|
55.16
|
|
|
(65,217
|
)
|
|
43.86
|
|
|
(32,117
|
)
|
|
38.94
|
|
|||
Forfeited
|
|
(6,858
|
)
|
|
47.80
|
|
|
(5,156
|
)
|
|
58.58
|
|
|
(8,854
|
)
|
|
52.28
|
|
|||
Unvested shares outstanding at
December 31
|
|
54,460
|
|
|
47.16
|
|
|
46,029
|
|
|
60.17
|
|
|
93,254
|
|
|
47.95
|
|
|||
Aggregate intrinsic value (in
thousands)
|
|
|
|
$
|
3,570
|
|
|
|
|
$
|
2,096
|
|
|
|
|
$
|
6,393
|
|
Closing price of stock on date of grant
|
$
|
38.75
|
|
Risk free rate
|
0.83
|
%
|
|
Measurement period
|
3 years
|
|
|
Volatility
|
31
|
%
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||||||||
Outstanding share awards at
January 1
|
|
92,563
|
|
|
$
|
84.18
|
|
|
300,864
|
|
|
$
|
59.77
|
|
|
259,841
|
|
|
$
|
50.87
|
|
Granted
|
|
93,397
|
|
|
39.70
|
|
|
47,513
|
|
|
62.05
|
|
|
54,379
|
|
|
105.08
|
|
|||
Settled
|
|
—
|
|
|
—
|
|
|
(245,525
|
)
|
|
50.43
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
|
(10,277
|
)
|
|
54.55
|
|
|
(10,289
|
)
|
|
73.61
|
|
|
(13,356
|
)
|
|
71.03
|
|
|||
Outstanding share awards at
December 31
|
|
175,683
|
|
|
62.26
|
|
|
92,563
|
|
|
84.18
|
|
|
300,864
|
|
|
59.77
|
|
|||
Aggregate intrinsic value (in
thousands)
|
|
|
|
$
|
11,516
|
|
|
|
|
$
|
4,214
|
|
|
|
|
$
|
20,624
|
|
Volatility
|
35
|
%
|
Risk-free interest rate
|
1.39
|
%
|
Expected life-years
|
6.4
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Outstanding options at January 1
|
|
277,693
|
|
|
$
|
64.47
|
|
|
150,580
|
|
|
$
|
66.84
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
280,191
|
|
|
38.86
|
|
|
142,542
|
|
|
61.93
|
|
|
163,137
|
|
|
66.85
|
|
|||
Forfeited
|
|
(30,830
|
)
|
|
47.79
|
|
|
(15,429
|
)
|
|
64.12
|
|
|
(12,557
|
)
|
|
66.97
|
|
|||
Outstanding options at December 31
|
|
527,054
|
|
|
51.83
|
|
|
277,693
|
|
|
64.47
|
|
|
150,580
|
|
|
66.84
|
|
|||
Aggregate intrinsic value (in thousands)
|
|
|
|
$
|
7,232
|
|
|
|
|
—
|
|
|
|
|
$
|
258
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
(In thousands)
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Cash, short-term investments, and restricted cash (Level 1)
|
|
$
|
23,001
|
|
|
$
|
23,001
|
|
|
$
|
8,130
|
|
|
$
|
8,130
|
|
Borrowings under revolving credit facilities (Level 1)
|
|
135,000
|
|
|
135,000
|
|
|
—
|
|
|
—
|
|
||||
Long-term debt (Level 2)
|
|
575,000
|
|
|
567,875
|
|
|
575,000
|
|
|
558,250
|
|
(In thousands)
|
|
Capital
|
|
Operating
|
||||
2017
|
|
$
|
2,601
|
|
|
$
|
14,400
|
|
2018
|
|
2,649
|
|
|
11,318
|
|
||
2019
|
|
2,697
|
|
|
6,719
|
|
||
2020
|
|
2,661
|
|
|
4,365
|
|
||
2021
|
|
2,710
|
|
|
3,260
|
|
||
Thereafter
|
|
26,822
|
|
|
4,354
|
|
||
Total future minimum lease payments
|
|
$
|
40,140
|
|
|
$
|
44,416
|
|
Less interest portion
|
|
(17,327
|
)
|
|
|
|||
Present value of future minimum lease payments
|
|
$
|
22,813
|
|
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Segment net sales:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
988,380
|
|
|
$
|
959,894
|
|
|
$
|
1,183,385
|
|
Pulp and Paperboard
|
|
746,383
|
|
|
792,507
|
|
|
783,754
|
|
|||
Total segment net sales
|
|
$
|
1,734,763
|
|
|
$
|
1,752,401
|
|
|
$
|
1,967,139
|
|
Operating income:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
66,161
|
|
|
$
|
54,437
|
|
|
$
|
34,131
|
|
Gain (loss) on divested assets
1
|
|
1,755
|
|
|
1,267
|
|
|
(40,159
|
)
|
|||
Pulp and Paperboard
|
|
112,732
|
|
|
120,861
|
|
|
144,171
|
|
|||
|
|
180,648
|
|
|
176,565
|
|
|
138,143
|
|
|||
Corporate
2
|
|
(69,331
|
)
|
|
(52,895
|
)
|
|
(58,332
|
)
|
|||
Income from operations
|
|
$
|
111,317
|
|
|
$
|
123,670
|
|
|
$
|
79,811
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Consumer Products
3
|
|
$
|
59,375
|
|
|
$
|
54,595
|
|
|
$
|
61,504
|
|
Pulp and Paperboard
|
|
26,741
|
|
|
27,204
|
|
|
25,452
|
|
|||
Corporate
|
|
4,974
|
|
|
2,933
|
|
|
3,189
|
|
|||
Total depreciation and amortization
|
|
$
|
91,090
|
|
|
$
|
84,732
|
|
|
$
|
90,145
|
|
Assets:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
1,031,563
|
|
|
$
|
1,046,170
|
|
|
$
|
1,037,912
|
|
Pulp and Paperboard
|
|
586,687
|
|
|
423,694
|
|
|
413,143
|
|
|||
|
|
1,618,250
|
|
|
1,469,864
|
|
|
1,451,055
|
|
|||
Corporate
|
|
66,092
|
|
|
57,505
|
|
|
128,094
|
|
|||
Total assets
|
|
$
|
1,684,342
|
|
|
$
|
1,527,369
|
|
|
$
|
1,579,149
|
|
Capital expenditures:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
47,079
|
|
|
$
|
55,594
|
|
|
$
|
43,562
|
|
Pulp and Paperboard
|
|
104,113
|
|
|
67,929
|
|
|
45,146
|
|
|||
|
|
151,192
|
|
|
123,523
|
|
|
88,708
|
|
|||
Corporate
|
|
4,485
|
|
|
10,581
|
|
|
10,892
|
|
|||
Total capital expenditures
|
|
$
|
155,677
|
|
|
$
|
134,104
|
|
|
$
|
99,600
|
|
1
|
These costs relate to the sale of our Consumer Products segment’s specialty business and mills. For additional discussion, see Note 5, “Asset Divestiture”.
|
2
|
Corporate expenses for 2016 include
$2.7 million
of expenses associated with the acquisition of Manchester Industries. Operating results subsequent to the acquisition of Manchester Industries are included in the Pulp and Paperboard segment. Corporate expenses for 2016 also include a
$3.5 million
settlement accounting charge associated with a pension lump sum buyout for term-vested participants.
|
3
|
Consumer Products depreciation and amortization expense for 2016 includes
$1.3 million
of accelerated depreciation associated with the announced March 31, 2017 Oklahoma City facility closure.
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
1,663,231
|
|
|
$
|
1,653,208
|
|
|
$
|
1,840,726
|
|
Japan
|
|
44,970
|
|
|
59,463
|
|
|
63,831
|
|
|||
Korea
|
|
5,260
|
|
|
10,016
|
|
|
11,105
|
|
|||
Canada
|
|
6,831
|
|
|
6,896
|
|
|
25,411
|
|
|||
Australia
|
|
4,790
|
|
|
5,578
|
|
|
7,219
|
|
|||
Other foreign countries
|
|
9,681
|
|
|
17,240
|
|
|
18,847
|
|
|||
Total net sales
|
|
$
|
1,734,763
|
|
|
$
|
1,752,401
|
|
|
$
|
1,967,139
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(In thousands—
except per-share
amounts)
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||||||||||
Net sales
|
|
$
|
437,204
|
|
|
$
|
434,026
|
|
|
$
|
436,671
|
|
|
$
|
444,558
|
|
|
$
|
435,320
|
|
|
$
|
442,222
|
|
|
$
|
425,568
|
|
|
$
|
431,595
|
|
Costs and
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of sales
|
|
(368,647
|
)
|
|
(389,832
|
)
|
|
(361,851
|
)
|
|
(384,347
|
)
|
|
(396,605
|
)
|
|
(373,892
|
)
|
|
(368,524
|
)
|
|
(364,778
|
)
|
||||||||
Selling, general and
administrative
expenses
|
|
(30,795
|
)
|
|
(29,088
|
)
|
|
(34,655
|
)
|
|
(29,469
|
)
|
|
(31,190
|
)
|
|
(28,284
|
)
|
|
(32,934
|
)
|
|
(30,308
|
)
|
||||||||
Gain (loss) on divested
assets
|
|
—
|
|
|
131
|
|
|
—
|
|
|
1,331
|
|
|
1,755
|
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
||||||||
Total operating
costs and
expenses
|
|
(399,442
|
)
|
|
(418,789
|
)
|
|
(396,506
|
)
|
|
(412,485
|
)
|
|
(426,040
|
)
|
|
(402,176
|
)
|
|
(401,458
|
)
|
|
(395,281
|
)
|
||||||||
Income from
operations
|
|
37,762
|
|
|
15,237
|
|
|
40,165
|
|
|
32,073
|
|
|
9,280
|
|
|
40,046
|
|
|
24,110
|
|
|
36,314
|
|
||||||||
Net earnings
|
|
$
|
18,446
|
|
|
$
|
5,757
|
|
|
$
|
20,864
|
|
|
$
|
15,597
|
|
|
$
|
901
|
|
|
$
|
23,064
|
|
|
$
|
9,343
|
|
|
$
|
11,565
|
|
Net earnings
per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
1.05
|
|
|
$
|
0.30
|
|
|
$
|
1.22
|
|
|
$
|
0.82
|
|
|
$
|
0.05
|
|
|
$
|
1.22
|
|
|
$
|
0.56
|
|
|
$
|
0.65
|
|
Diluted
|
|
1.05
|
|
|
0.30
|
|
|
1.21
|
|
|
0.81
|
|
|
0.05
|
|
|
1.21
|
|
|
0.56
|
|
|
0.65
|
|
|
|
|
Guarantor
|
|
|
|
|
||||||||
(In thousands)
|
Issuer
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||
Net sales
|
$
|
1,685,327
|
|
|
$
|
287,952
|
|
|
$
|
(238,516
|
)
|
|
$
|
1,734,763
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
(1,468,691
|
)
|
|
(263,577
|
)
|
|
236,641
|
|
|
(1,495,627
|
)
|
||||
Selling, general and administrative expenses
|
(113,766
|
)
|
|
(15,808
|
)
|
|
—
|
|
|
(129,574
|
)
|
||||
Gain on divested assets, net
|
—
|
|
|
1,755
|
|
|
—
|
|
|
1,755
|
|
||||
Total operating costs and expenses
|
(1,582,457
|
)
|
|
(277,630
|
)
|
|
236,641
|
|
|
(1,623,446
|
)
|
||||
Income from operations
|
102,870
|
|
|
10,322
|
|
|
(1,875
|
)
|
|
111,317
|
|
||||
Interest expense, net
|
(30,111
|
)
|
|
(189
|
)
|
|
—
|
|
|
(30,300
|
)
|
||||
Debt retirement costs
|
(351
|
)
|
|
—
|
|
|
—
|
|
|
(351
|
)
|
||||
Earnings before income taxes
|
72,408
|
|
|
10,133
|
|
|
(1,875
|
)
|
|
80,666
|
|
||||
Income tax provision
|
(26,966
|
)
|
|
(4,802
|
)
|
|
656
|
|
|
(31,112
|
)
|
||||
Equity in earnings of subsidiary
|
5,331
|
|
|
—
|
|
|
(5,331
|
)
|
|
—
|
|
||||
Net earnings
|
$
|
50,773
|
|
|
$
|
5,331
|
|
|
$
|
(6,550
|
)
|
|
$
|
49,554
|
|
Other comprehensive income, net of tax
|
3,795
|
|
|
—
|
|
|
—
|
|
|
3,795
|
|
||||
Comprehensive income
|
$
|
54,568
|
|
|
$
|
5,331
|
|
|
$
|
(6,550
|
)
|
|
$
|
53,349
|
|
|
|
|
Guarantor
|
|
|
|
|
||||||||
(In thousands)
|
Issuer
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||
Net sales
|
$
|
1,683,890
|
|
|
$
|
291,270
|
|
|
$
|
(222,759
|
)
|
|
$
|
1,752,401
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
(1,458,121
|
)
|
|
(277,487
|
)
|
|
222,759
|
|
|
(1,512,849
|
)
|
||||
Selling, general and administrative expenses
|
(108,414
|
)
|
|
(8,735
|
)
|
|
—
|
|
|
(117,149
|
)
|
||||
Gain on divested assets
|
—
|
|
|
1,267
|
|
|
—
|
|
|
1,267
|
|
||||
Total operating costs and expenses
|
(1,566,535
|
)
|
|
(284,955
|
)
|
|
222,759
|
|
|
(1,628,731
|
)
|
||||
Income from operations
|
117,355
|
|
|
6,315
|
|
|
—
|
|
|
123,670
|
|
||||
Interest expense, net
|
(31,067
|
)
|
|
(115
|
)
|
|
—
|
|
|
(31,182
|
)
|
||||
Earnings before income taxes
|
86,288
|
|
|
6,200
|
|
|
—
|
|
|
92,488
|
|
||||
Income tax provision
|
(32,371
|
)
|
|
(3,724
|
)
|
|
(410
|
)
|
|
(36,505
|
)
|
||||
Equity in loss of subsidiary
|
2,476
|
|
|
—
|
|
|
(2,476
|
)
|
|
—
|
|
||||
Net earnings
|
$
|
56,393
|
|
|
$
|
2,476
|
|
|
$
|
(2,886
|
)
|
|
$
|
55,983
|
|
Other comprehensive income, net of tax
|
15,315
|
|
|
—
|
|
|
—
|
|
|
15,315
|
|
||||
Comprehensive income
|
$
|
71,708
|
|
|
$
|
2,476
|
|
|
$
|
(2,886
|
)
|
|
$
|
71,298
|
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||
(In thousands)
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
1,573,912
|
|
|
$
|
531,520
|
|
|
$
|
43,929
|
|
|
$
|
(182,222
|
)
|
|
$
|
1,967,139
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
(1,321,143
|
)
|
|
(526,192
|
)
|
|
(43,727
|
)
|
|
182,222
|
|
|
(1,708,840
|
)
|
|||||
Selling, general and administrative expenses
|
(107,141
|
)
|
|
(22,747
|
)
|
|
(214
|
)
|
|
—
|
|
|
(130,102
|
)
|
|||||
Loss on divested assets
|
—
|
|
|
(40,159
|
)
|
|
—
|
|
|
—
|
|
|
(40,159
|
)
|
|||||
Impairment of assets
|
—
|
|
|
(8,227
|
)
|
|
—
|
|
|
—
|
|
|
(8,227
|
)
|
|||||
Total operating costs and expenses
|
(1,428,284
|
)
|
|
(597,325
|
)
|
|
(43,941
|
)
|
|
182,222
|
|
|
(1,887,328
|
)
|
|||||
Income (loss) from operations
|
145,628
|
|
|
(65,805
|
)
|
|
(12
|
)
|
|
—
|
|
|
79,811
|
|
|||||
Interest expense, net
|
(39,091
|
)
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
(39,150
|
)
|
|||||
Debt retirement costs
|
(24,420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,420
|
)
|
|||||
Earnings (loss) before income taxes
|
82,117
|
|
|
(65,864
|
)
|
|
(12
|
)
|
|
—
|
|
|
16,241
|
|
|||||
Income tax (provision) benefit
|
(47,694
|
)
|
|
7,439
|
|
|
(516
|
)
|
|
22,215
|
|
|
(18,556
|
)
|
|||||
Equity in loss of subsidiary
|
(58,953
|
)
|
|
(528
|
)
|
|
—
|
|
|
59,481
|
|
|
—
|
|
|||||
Net loss
|
$
|
(24,530
|
)
|
|
$
|
(58,953
|
)
|
|
$
|
(528
|
)
|
|
$
|
81,696
|
|
|
$
|
(2,315
|
)
|
Other comprehensive loss, net of tax
|
(12,770
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,770
|
)
|
|||||
Comprehensive loss
|
$
|
(37,300
|
)
|
|
$
|
(58,953
|
)
|
|
$
|
(528
|
)
|
|
$
|
81,696
|
|
|
$
|
(15,085
|
)
|
(In thousands)
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
19,586
|
|
|
$
|
3,415
|
|
|
$
|
—
|
|
|
$
|
23,001
|
|
Receivables, net
|
130,098
|
|
|
27,252
|
|
|
(10,276
|
)
|
|
147,074
|
|
||||
Taxes receivable
|
15,143
|
|
|
35
|
|
|
(5,469
|
)
|
|
9,709
|
|
||||
Inventories
|
208,472
|
|
|
51,432
|
|
|
(1,875
|
)
|
|
258,029
|
|
||||
Other current assets
|
8,161
|
|
|
521
|
|
|
—
|
|
|
8,682
|
|
||||
Total current assets
|
381,460
|
|
|
82,655
|
|
|
(17,620
|
)
|
|
446,495
|
|
||||
Property, plant and equipment, net
|
802,064
|
|
|
143,264
|
|
|
—
|
|
|
945,328
|
|
||||
Goodwill
|
244,283
|
|
|
—
|
|
|
—
|
|
|
244,283
|
|
||||
Intangible assets, net
|
3,135
|
|
|
37,350
|
|
|
—
|
|
|
40,485
|
|
||||
Intercompany receivable (payable)
|
30,034
|
|
|
(31,909
|
)
|
|
1,875
|
|
|
—
|
|
||||
Investment in subsidiary
|
145,089
|
|
|
—
|
|
|
(145,089
|
)
|
|
—
|
|
||||
Other assets, net
|
8,433
|
|
|
2,853
|
|
|
(3,535
|
)
|
|
7,751
|
|
||||
TOTAL ASSETS
|
$
|
1,614,498
|
|
|
$
|
234,213
|
|
|
$
|
(164,369
|
)
|
|
$
|
1,684,342
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Borrowings under revolving credit facilities
|
$
|
135,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
135,000
|
|
Accounts payable and accrued liabilities
|
$
|
202,187
|
|
|
$
|
37,257
|
|
|
$
|
(15,745
|
)
|
|
$
|
223,699
|
|
Current liability for pensions and other
postretirement employee benefits
|
7,821
|
|
|
—
|
|
|
—
|
|
|
7,821
|
|
||||
Total current liabilities
|
345,008
|
|
|
37,257
|
|
|
(15,745
|
)
|
|
366,520
|
|
||||
Long-term debt
|
569,755
|
|
|
—
|
|
|
—
|
|
|
569,755
|
|
||||
Liability for pensions and other
postretirement employee benefits
|
81,812
|
|
|
—
|
|
|
—
|
|
|
81,812
|
|
||||
Other long-term obligations
|
41,424
|
|
|
352
|
|
|
—
|
|
|
41,776
|
|
||||
Accrued taxes
|
1,614
|
|
|
820
|
|
|
—
|
|
|
2,434
|
|
||||
Deferred tax liabilities
|
105,012
|
|
|
50,695
|
|
|
(3,535
|
)
|
|
152,172
|
|
||||
TOTAL LIABILITES
|
1,144,625
|
|
|
89,124
|
|
|
(19,280
|
)
|
|
1,214,469
|
|
||||
Stockholders' equity excluding accumulated other comprehensive loss
|
521,626
|
|
|
145,089
|
|
|
(145,089
|
)
|
|
521,626
|
|
||||
Accumulated other comprehensive loss, net of tax
|
(51,753
|
)
|
|
—
|
|
|
—
|
|
|
(51,753
|
)
|
||||
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
$
|
1,614,498
|
|
|
$
|
234,213
|
|
|
$
|
(164,369
|
)
|
|
$
|
1,684,342
|
|
(In thousands)
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
5,610
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,610
|
|
Restricted cash
|
2,270
|
|
|
—
|
|
|
—
|
|
|
2,270
|
|
||||
Short-term investments
|
250
|
|
|
—
|
|
|
—
|
|
|
250
|
|
||||
Receivables, net
|
123,131
|
|
|
15,921
|
|
|
—
|
|
|
139,052
|
|
||||
Taxes receivable
|
16,221
|
|
|
(1,370
|
)
|
|
—
|
|
|
14,851
|
|
||||
Inventories
|
219,130
|
|
|
36,443
|
|
|
—
|
|
|
255,573
|
|
||||
Other current assets
|
8,838
|
|
|
493
|
|
|
—
|
|
|
9,331
|
|
||||
Total current assets
|
375,450
|
|
|
51,487
|
|
|
—
|
|
|
426,937
|
|
||||
Property, plant and equipment, net
|
719,436
|
|
|
147,102
|
|
|
—
|
|
|
866,538
|
|
||||
Goodwill
|
209,087
|
|
|
—
|
|
|
—
|
|
|
209,087
|
|
||||
Intangible assets, net
|
4,180
|
|
|
15,810
|
|
|
—
|
|
|
19,990
|
|
||||
Intercompany receivable (payable)
|
14,013
|
|
|
(15,151
|
)
|
|
1,138
|
|
|
—
|
|
||||
Investment in subsidiary
|
139,758
|
|
|
—
|
|
|
(139,758
|
)
|
|
—
|
|
||||
Other assets, net
|
4,738
|
|
|
79
|
|
|
—
|
|
|
4,817
|
|
||||
TOTAL ASSETS
|
$
|
1,466,662
|
|
|
$
|
199,327
|
|
|
$
|
(138,620
|
)
|
|
$
|
1,527,369
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued
liabilities
|
$
|
196,891
|
|
|
$
|
23,477
|
|
|
$
|
—
|
|
|
$
|
220,368
|
|
Current liability for pensions and
other postretirement employee
benefits
|
7,559
|
|
|
—
|
|
|
—
|
|
|
7,559
|
|
||||
Total current liabilities
|
204,450
|
|
|
23,477
|
|
|
—
|
|
|
227,927
|
|
||||
Long-term debt
|
568,987
|
|
|
—
|
|
|
—
|
|
|
568,987
|
|
||||
Liability for pensions and other
postretirement employee benefits
|
89,057
|
|
|
—
|
|
|
—
|
|
|
89,057
|
|
||||
Other long-term obligations
|
46,182
|
|
|
556
|
|
|
—
|
|
|
46,738
|
|
||||
Accrued taxes
|
874
|
|
|
802
|
|
|
—
|
|
|
1,676
|
|
||||
Deferred tax liabilities
|
82,246
|
|
|
34,734
|
|
|
1,138
|
|
|
118,118
|
|
||||
TOTAL LIABILITIES
|
991,796
|
|
|
59,569
|
|
|
1,138
|
|
|
1,052,503
|
|
||||
Accumulated other comprehensive loss, net of tax
|
(55,548
|
)
|
|
—
|
|
|
—
|
|
|
(55,548
|
)
|
||||
Stockholders’ equity excluding
accumulated other comprehensive loss
|
530,414
|
|
|
139,758
|
|
|
(139,758
|
)
|
|
530,414
|
|
||||
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
$
|
1,466,662
|
|
|
$
|
199,327
|
|
|
$
|
(138,620
|
)
|
|
$
|
1,527,369
|
|
(In thousands)
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
50,773
|
|
|
$
|
5,331
|
|
|
$
|
(6,550
|
)
|
|
$
|
49,554
|
|
Adjustments to reconcile net earnings to
net cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
68,496
|
|
|
22,594
|
|
|
—
|
|
|
91,090
|
|
||||
Equity-based compensation expense
|
12,385
|
|
|
—
|
|
|
—
|
|
|
12,385
|
|
||||
Deferred tax provision
|
18,860
|
|
|
605
|
|
|
(1,138
|
)
|
|
18,327
|
|
||||
Employee benefit plans
|
(1,979
|
)
|
|
—
|
|
|
—
|
|
|
(1,979
|
)
|
||||
Deferred issuance costs on debt
|
1,242
|
|
|
—
|
|
|
—
|
|
|
1,242
|
|
||||
Disposal of plant and equipment, net
|
781
|
|
|
600
|
|
|
—
|
|
|
1,381
|
|
||||
Non-cash adjustments to unrecognized taxes
|
740
|
|
|
18
|
|
|
—
|
|
|
758
|
|
||||
Changes in working capital, net of acquisition
|
(642
|
)
|
|
774
|
|
|
(3,594
|
)
|
|
(3,462
|
)
|
||||
Change in taxes receivable, net
|
1,078
|
|
|
(1,405
|
)
|
|
5,469
|
|
|
5,142
|
|
||||
Excess tax benefits from equity-based payment arrangements
|
(312
|
)
|
|
—
|
|
|
—
|
|
|
(312
|
)
|
||||
Other, net
|
(1,592
|
)
|
|
(921
|
)
|
|
1,138
|
|
|
(1,375
|
)
|
||||
Net cash flows from operating activities
|
149,830
|
|
|
27,596
|
|
|
(4,675
|
)
|
|
172,751
|
|
||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Change in short-term investments, net
|
250
|
|
|
—
|
|
|
—
|
|
|
250
|
|
||||
Additions to plant and equipment
|
(145,579
|
)
|
|
(9,770
|
)
|
|
—
|
|
|
(155,349
|
)
|
||||
Acquisition of Manchester Industries, net of cash acquired
|
(67,443
|
)
|
|
—
|
|
|
—
|
|
|
(67,443
|
)
|
||||
Proceeds from the sale of assets
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
||||
Net cash flows from investing activities
|
(212,772
|
)
|
|
(9,734
|
)
|
|
—
|
|
|
(222,506
|
)
|
||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Purchase of treasury stock
|
(65,327
|
)
|
|
—
|
|
|
—
|
|
|
(65,327
|
)
|
||||
Borrowings on revolving credit facilities
|
1,273,959
|
|
|
—
|
|
|
—
|
|
|
1,273,959
|
|
||||
Repayments of revolving credit facilities' borrowings
|
(1,138,959
|
)
|
|
—
|
|
|
—
|
|
|
(1,138,959
|
)
|
||||
Payments for debt issuance costs
|
(1,906
|
)
|
|
—
|
|
|
—
|
|
|
(1,906
|
)
|
||||
Investment from (to) parent
|
9,772
|
|
|
(14,447
|
)
|
|
4,675
|
|
|
—
|
|
||||
Payment of tax withholdings on equity-
based payment arrangements
|
(933
|
)
|
|
—
|
|
|
—
|
|
|
(933
|
)
|
||||
Excess tax benefits from equity-based payment arrangements
|
312
|
|
|
—
|
|
|
—
|
|
|
312
|
|
||||
Net cash flows from financing activities
|
76,918
|
|
|
(14,447
|
)
|
|
4,675
|
|
|
67,146
|
|
||||
Increase in cash and cash equivalents
|
13,976
|
|
|
3,415
|
|
|
—
|
|
|
17,391
|
|
||||
Cash and cash equivalents at beginning of period
|
5,610
|
|
|
—
|
|
|
—
|
|
|
5,610
|
|
||||
Cash and cash equivalents at end of period
|
$
|
19,586
|
|
|
$
|
3,415
|
|
|
$
|
—
|
|
|
$
|
23,001
|
|
(In thousands)
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
56,393
|
|
|
$
|
2,476
|
|
|
$
|
(2,886
|
)
|
|
$
|
55,983
|
|
Adjustments to reconcile net earnings to net cash
flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
65,078
|
|
|
19,654
|
|
|
—
|
|
|
84,732
|
|
||||
Equity-based compensation expense
|
4,557
|
|
|
—
|
|
|
—
|
|
|
4,557
|
|
||||
Deferred tax provision
|
9,944
|
|
|
3,178
|
|
|
2,959
|
|
|
16,081
|
|
||||
Employee benefit plans
|
3,011
|
|
|
—
|
|
|
—
|
|
|
3,011
|
|
||||
Deferred issuance costs on debt
|
928
|
|
|
—
|
|
|
—
|
|
|
928
|
|
||||
Disposal of plant and equipment, net
|
1,587
|
|
|
(95
|
)
|
|
—
|
|
|
1,492
|
|
||||
Non-cash adjustments to unrecognized taxes
|
(1,028
|
)
|
|
8
|
|
|
—
|
|
|
(1,020
|
)
|
||||
Changes in working capital, net
|
11,809
|
|
|
3,032
|
|
|
—
|
|
|
14,841
|
|
||||
Change in taxes receivable, net
|
(9,461
|
)
|
|
(14,388
|
)
|
|
10,253
|
|
|
(13,596
|
)
|
||||
Excess tax benefits from equity-based payment arrangements
|
(1,433
|
)
|
|
—
|
|
|
—
|
|
|
(1,433
|
)
|
||||
Funding of qualified pension plans
|
(3,179
|
)
|
|
—
|
|
|
—
|
|
|
(3,179
|
)
|
||||
Other, net
|
(1,591
|
)
|
|
(1,131
|
)
|
|
—
|
|
|
(2,722
|
)
|
||||
Net cash flows from operating activities
|
136,615
|
|
|
12,734
|
|
|
10,326
|
|
|
159,675
|
|
||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Change in short-term investments, net
|
49,750
|
|
|
—
|
|
|
—
|
|
|
49,750
|
|
||||
Additions to plant and equipment
|
(121,720
|
)
|
|
(7,182
|
)
|
|
—
|
|
|
(128,902
|
)
|
||||
Proceeds from the sale of assets
|
—
|
|
|
604
|
|
|
—
|
|
|
604
|
|
||||
Net cash flows from investing activities
|
(71,970
|
)
|
|
(6,578
|
)
|
|
—
|
|
|
(78,548
|
)
|
||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Purchase of treasury stock
|
(99,990
|
)
|
|
—
|
|
|
—
|
|
|
(99,990
|
)
|
||||
Investment from (to) parent
|
16,482
|
|
|
(6,156
|
)
|
|
(10,326
|
)
|
|
—
|
|
||||
Payment of tax withholdings on
equity-based payment arrangements
|
(4,152
|
)
|
|
—
|
|
|
—
|
|
|
(4,152
|
)
|
||||
Excess tax benefits from equity-based payment arrangements
|
1,433
|
|
|
—
|
|
|
—
|
|
|
1,433
|
|
||||
Other, net
|
(139
|
)
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
||||
Net cash flows from financing activities
|
(86,366
|
)
|
|
(6,156
|
)
|
|
(10,326
|
)
|
|
(102,848
|
)
|
||||
Decrease in cash and cash equivalents
|
(21,721
|
)
|
|
—
|
|
|
—
|
|
|
(21,721
|
)
|
||||
Cash and cash equivalents at beginning of period
|
27,331
|
|
|
—
|
|
|
—
|
|
|
27,331
|
|
||||
Cash and cash equivalents at end of period
|
$
|
5,610
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,610
|
|
(In thousands)
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
$
|
(24,530
|
)
|
|
$
|
(58,953
|
)
|
|
$
|
(528
|
)
|
|
$
|
81,696
|
|
|
$
|
(2,315
|
)
|
Adjustments to reconcile net loss to net cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
59,373
|
|
|
28,468
|
|
|
2,304
|
|
|
—
|
|
|
90,145
|
|
|||||
Equity-based compensation expense
|
12,790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,790
|
|
|||||
impairment of assets
|
—
|
|
|
8,227
|
|
|
—
|
|
|
—
|
|
|
8,227
|
|
|||||
Deferred tax provision (benefit)
|
50,943
|
|
|
(21,921
|
)
|
|
(2,538
|
)
|
|
(12,671
|
)
|
|
13,813
|
|
|||||
Employee benefit plans
|
2,115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,115
|
|
|||||
Deferred issuance costs on debt
|
6,141
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,141
|
|
|||||
Loss on divestiture of assets
|
—
|
|
|
29,059
|
|
|
—
|
|
|
—
|
|
|
29,059
|
|
|||||
Disposal of plant and equipment, net
|
471
|
|
|
488
|
|
|
—
|
|
|
—
|
|
|
959
|
|
|||||
Non-cash adjustments to unrecognized taxes
|
472
|
|
|
173
|
|
|
(317
|
)
|
|
—
|
|
|
328
|
|
|||||
Changes in working capital, net
|
(8,162
|
)
|
|
(4,711
|
)
|
|
625
|
|
|
—
|
|
|
(12,248
|
)
|
|||||
Change in taxes receivable, net
|
(3,051
|
)
|
|
79
|
|
|
121
|
|
|
12,099
|
|
|
9,248
|
|
|||||
Excess tax benefits from equity-based
payment arrangements
|
(864
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(864
|
)
|
|||||
Funding of qualified pension plans
|
(16,955
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,955
|
)
|
|||||
Other, net
|
(636
|
)
|
|
(707
|
)
|
|
—
|
|
|
—
|
|
|
(1,343
|
)
|
|||||
Net cash flows from operating activities
|
78,107
|
|
|
(19,798
|
)
|
|
(333
|
)
|
|
81,124
|
|
|
139,100
|
|
|||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in short-term investments, net
|
20,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|||||
Additions to plant and equipment
|
(73,223
|
)
|
|
(19,450
|
)
|
|
(355
|
)
|
|
—
|
|
|
(93,028
|
)
|
|||||
Net Proceeds from divested assets
|
107,740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107,740
|
|
|||||
Proceeds from the sale of assets
|
38
|
|
|
937
|
|
|
—
|
|
|
—
|
|
|
975
|
|
|||||
Net cash flows from investing activities
|
54,555
|
|
|
(18,513
|
)
|
|
(355
|
)
|
|
—
|
|
|
35,687
|
|
|||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|||||
Repayment of long-term debt
|
(375,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(375,000
|
)
|
|||||
Purchase of treasury stock
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||||
Investment from (to) parent
|
47,527
|
|
|
38,311
|
|
|
(4,714
|
)
|
|
(81,124
|
)
|
|
—
|
|
|||||
Payments for debt issuance costs
|
(3,002
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,002
|
)
|
|||||
Payment of tax withholdings on
equity-based payment arrangements
|
(1,523
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,523
|
)
|
|||||
Excess tax benefits from equity-based
payment arrangements
|
864
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
864
|
|
|||||
Other, net
|
7,530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,530
|
|
|||||
Net cash flows from financing activities
|
(123,604
|
)
|
|
38,311
|
|
|
(4,714
|
)
|
|
(81,124
|
)
|
|
(171,131
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
9,058
|
|
|
—
|
|
|
(5,402
|
)
|
|
—
|
|
|
3,656
|
|
|||||
Cash and cash equivalents at beginning of period
|
18,273
|
|
|
—
|
|
|
5,402
|
|
|
—
|
|
|
23,675
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
27,331
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,331
|
|
ITEM 9.
|
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
ITEM 9B.
|
|
Other Information
|
ITEM 10.
|
|
Directors, Executive Officers and Corporate Governance
|
ITEM 11.
|
|
Executive Compensation
|
Plan Category
|
|
Number Of Securities
To Be Issued Upon
Exercise Of
Outstanding Options,
Warrants And Rights
1
|
|
Weighted Average
Exercise Price Of
Outstanding Options,
Warrants And Rights
2
|
|
Number of Securities
Remaining Available
For Future Issuance
Under Equity
Compensation Plans
|
||||
Equity compensation plans
approved by security holders
|
|
979,178
|
|
|
$
|
66.85
|
|
|
1,629,775
|
|
Equity compensation plans not
approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
979,178
|
|
|
$
|
66.85
|
|
|
1,629,775
|
|
1
|
Includes
351,366
performance shares,
527,054
stock options, and
100,758
restricted stock units, or RSUs, which are the maximum number of shares that could be awarded under the performance share, stock option, and RSU programs, not including future dividend equivalents, if any are paid.
|
2
|
Performance shares and RSUs do not have exercise prices. During
2016
,
137,860
stock option awards vested with a weighted average exercise price of $66.85.
|
ITEM 13.
|
|
Certain Relationships and Related Transactions, and Director Independence
|
ITEM 14.
|
|
Principal Accounting Fees and Services
|
ITEM 15.
|
|
Exhibits, Financial Statement Schedules
|
|
|
|
CLEARWATER PAPER CORPORATION
|
|
|
||
|
|
|
(Registrant)
|
|
|
|
|
|
By
|
|
/
S
/ Linda K. Massman
|
|
|
|
Linda K. Massman
President, Chief Executive Officer and Director (Principal Executive Officer)
|
*By
|
|
/
S
/ Michael S. Gadd
|
|
|
Michael S. Gadd
(Attorney-in-fact)
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
2.1*
|
|
Separation and Distribution Agreement, dated December 15, 2008, between Clearwater Paper Corporation (the “Company”) and Potlatch Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on December 18, 2008).
|
|
|
|
3.1*
|
|
Restated Certificate of Incorporation of the Company, effective as of December 16, 2008, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 18, 2008).
|
|
|
|
3.2*
|
|
Amended and Restated Bylaws of the Company, effective as of December 16, 2008 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 18, 2008).
|
|
|
|
4.1*
|
|
Indenture, dated as of January 23, 2013, by and among Clearwater Paper Corporation (the “Registrant”), the Guarantors (as defined therein) and U.S. Bank National Association, as trustee, (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on January 24, 2013).
|
|
|
|
4.2*
|
|
Form of 4.500% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Commission on January 24, 2013).
|
|
|
|
4.3*
|
|
Registration Rights Agreement, dated as of January 23, 2013, by and among the Registrant, the Guarantors (as defined therein), Goldman Sachs & Co. and Merrill Lynch, Pierce Fenner & Smith Incorporated, as the initial purchasers, (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the Commission on January 24, 2013).
|
|
|
|
4.4*
|
|
Indenture, dated as of July 29, 2014, by and among Clearwater Paper Corporation (the “Registrant”), the Guarantors (as defined therein) and U.S. Bank National Association, as trustee, (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on July 29, 2014).
|
|
|
|
4.5*
|
|
Form of 5.375% Senior Notes due 2025 (incorporated by reference as Exhibit A to the Indenture filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on July 29, 2014).
|
|
|
|
10.1*
|
|
Loan and Security Agreement, dated as of November 26, 2008, by and among the Company and Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 3, 2008).
|
|
|
|
10.1(i)*
|
|
First Amendment to Loan and Security Agreement, dated as of September 15, 2010, by and among the financial institutions signatory thereto, Bank of America, N.A. and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2010).
|
|
|
|
10.1(ii)*
|
|
Second Amendment to Loan and Security Agreement, dated as of October 22, 2010, by and among the financial institutions signatory thereto, Bank of America, N.A. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 27, 2010).
|
|
|
|
10.1(iii)*
|
|
Third Amendment to Loan and Security Agreement, dated as of February 7, 2011, by and among the financial institutions signatory thereto, Bank of America, N.A. and the Company (incorporated by reference to Exhibit 10.3(iii) to the Company’s Annual Report on Form 10-K filed with the Commission on March 11, 2011).
|
|
|
10.1(iv)*
|
|
Fourth Amendment to Loan and Security Agreement, dated as of March 2, 2011, by and among the financial institutions signatory thereto, Bank of America, N.A. and the Company (incorporated by reference to Exhibit 10.3(iv) to the Company’s Annual Report on Form 10-K filed with the Commission on March 11, 2011).
|
|
|
|
10.1(v)*
|
|
Fifth Amendment to Loan and Security Agreement, dated as of August 17, 2011, by and among the financial institutions signatory thereto, Bank of America, N.A. and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission for the quarter ended September 30, 2011).
|
|
|
|
10.1(vi)*
|
|
Sixth Amendment to Loan and Security Agreement, dated as of September 28, 2011, by and among the financial institutions signatory thereto, Bank of America, N.A. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 30, 2011).
|
|
|
|
10.1(vii)*
|
|
Seventh Amendment to Loan and Security Agreement, dated as of September 27, 2012, by and among the financial institutions signatory thereto, Bank of America, N.A. and the Company (incorporated by reference to Exhibit 10.3(vii) to the Company's Annual Report on Form 10-K filed with the Commission on February 25, 2013).
|
|
|
|
10.1(viii)*
|
|
Eighth Amendment to Loan and Security Agreement, dated as of January 17, 2013, by and among the financial institutions signatory thereto, Bank of America, N.A. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2013).
|
|
|
|
10.1(ix)*
|
|
Ninth Amendment to Loan and Security Agreement, dated as of July 24, 2014, by and among the financial institutions signatory thereto, Bank of America, N.A. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 29, 2014).
|
|
|
|
10.1(x)*
|
|
Tenth Amendment to Loan and Security Agreement, dated as of December 30, 2014, by and among the financial institutions signatory thereto, Bank of America, N.A. and the Company (incorporated by reference to Exhibit 10.1(x) to the Company's Annual Report on Form 10-K filed with the Commission on February 26, 2015).
|
|
|
|
10.1(xi)*
|
|
Eleventh Amendment to Loan and Security Agreement, dated as of September 28, 2015, by and among the financial institutions signatory thereto, Bank of America, N.A. and the Company (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Commission for the quarter ended September 30, 2015).
|
|
|
|
10.1(xii)*
|
|
Commercial Bank Agreement, dated as of October 31, 2016, by and among the financial institutions signatory thereto, Wells Fargo Bank, National Association and Clearwater Paper Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 3, 2016).
|
|
|
|
10.1(xiii)*
|
|
Farm Credit Agreement, dated as of October 31, 2016, by and among the financial institutions signatory thereto, Northwest Farm Credit Services, PCA, and Clearwater Paper Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 3, 2016).
|
|
|
|
10.2*
1
|
|
Form of Indemnification Agreement entered into between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.15 to Amendment No. 4 to the Company’s Registration Statement on Form 10 filed with the Commission on November 19, 2008).
|
|
|
|
10.3*
1
|
|
Employment Agreement between Linda K. Massman and the Company, dated effective January 1, 2013 (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed with the Commission on February 25, 2013).
|
|
|
|
10.3(i)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan-Restricted Stock Unit Agreement, dated as of January 1, 2013, with Linda K. Massman (incorporated by reference to Exhibit 10.7(i) to the Company's Annual Report on Form 10-K filed with the Commission on February 25, 2013).
|
|
|
|
10.3(ii)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan - Amendment to Restricted Stock Unit Agreement dated as of January 1, 2015 with Linda K. Massman (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Commission for the quarter ended June 30, 2015).
|
|
|
|
10.4*
1
|
|
Employment Agreement between Linda K. Massman and the Company, dated effective January 1, 2016
(incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the Commission February 22, 2016).
|
|
|
|
10.5*
1
|
|
Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 8, 2015).
|
|
|
|
10.5(i)
1
|
|
Amendment to the Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan, effective January 1, 2017.
|
|
|
|
10.6*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Performance Share Agreement, to be used for annual performance share awards approved subsequent to December 31, 2011 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission December 14, 2011).
|
|
|
|
10.6(i)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Performance Share Agreement as amended and restated February 11, 2014, to be used for annual performance share awards approved subsequent to December 31, 2013, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission February 18, 2014).
|
|
|
|
10.6(ii)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Amendment of Performance Share Agreement, effective as of January 1, 2015 (incorporated by reference to Exhibit 10.5(ii) to the Company's Annual Report on Form 10-K filed with the Commission on February 26, 2015).
|
|
|
|
10.6(iii)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Performance Share Agreement to be used for annual performance share awards approved subsequent to December 31, 2014 (incorporated by reference to Exhibit 10.5(iii) to the Company's Annual Report on Form 10-K filed with the Commission on February 26, 2015).
|
|
|
|
10.6(iv)*
1
|
|
Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan—Form of Performance Share Agreement to be used for annual performance share awards approved subsequent to December 31, 2015 (incorporated by reference to Exhibit 10.6(iv) to the Company’s Annual Report on Form 10-K filed with the Commission February 22, 2016).
|
|
|
|
10.6(v)*
1
|
|
Clearwater Paper Corporation—Form of Performance Share Agreement, as amended and restated, to be used for annual performance share awards approved subsequent to December 31, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on February 10, 2017).
|
|
|
|
10.7*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on December 19, 2008).
|
|
|
|
10.7(i)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit Agreement, as amended and restated May 12, 2009, to be used for restricted stock unit awards approved subsequent to May 12, 2009 (incorporated by reference to Exhibit 10.12(i) to the Company’s Quarterly Report on Form 10-Q filed with the Commission for the quarter ended June 30, 2009).
|
|
|
10.7(ii)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit Agreement, as amended and restated December 1, 2009, to be used for annual restricted stock unit awards approved subsequent to December 31, 2009, (incorporated by reference to Exhibit 10.12(ii) to the Company's Current Report on Form 8-K filed with the Commission on December 4, 2009).
|
|
|
|
10.7(iii)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of RSU Deferral Agreement for Founders Grant RSUs (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on December 14, 2011).
|
|
|
|
10.7(iv)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit Agreement, to be used for annual restricted stock unit awards approved subsequent to December 31, 2011 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on December 14, 2011).
|
|
|
|
10.7(v)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan-Form of Restricted Stock Unit Agreement, to be used for special restricted stock unit awards (incorporated by reference to Exhibit 10.10(vii) to the Company's Quarterly Report on Form 10-Q filed with the Commission for the quarter ended September 30, 2012).
|
|
|
|
10.7(vi)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan-Form of RSU Deferral Agreement for Annual LTIP RSUs (incorporated by reference to Exhibit 10.10(viii) to the Company's Quarterly Report on Form 10-Q filed with the Commission for the quarter ended September 30, 2012).
|
|
|
|
10.7(vii)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan-Form of Restricted Stock Unit Agreement, to be used for annual restricted stock unit awards approved subsequent to December 31, 2013 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on February 18, 2014).
|
|
|
|
10.7(viii)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit Agreement, to be used for special restricted stock unit awards (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Commission for the quarter ended June 30, 2014).
|
|
|
|
10.7(ix)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Amendment of Restricted Stock Unit Agreement, effective as of January 1, 2015 (incorporated by reference to Exhibit 10.6(ix) to the Company's Annual Report on Form 10-K filed with the Commission on February 26, 2015).
|
|
|
|
10.7(x)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit Agreement, to be used for annual restricted stock unit awards approved subsequent to December 31, 2014 (incorporated by reference to Exhibit 10.6(x) to the Company's Annual Report on Form 10-K filed with the Commission on February 26, 2015).
|
|
|
|
10.7(xi)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit Agreement, to be used for special restricted stock unit awards approved subsequent to December 31, 2014 (incorporated by reference to Exhibit 10.6(xi) to the Company's Annual Report on Form 10-K filed with the Commission on February 26, 2015).
|
|
|
|
10.7(xii)*
1
|
|
Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan—Form of Restricted Stock Unit Agreement, to be used for restricted stock unit awards approved subsequent to December 31, 2015 (incorporated by reference to Exhibit 10.7(xii) to the Company’s Annual Report on Form 10-K filed with the Commission February 22, 2016).
|
|
|
|
10.7(xiii)*
1
|
|
Clearwater Paper Corporation—Form of Restricted Stock Unit Agreement, as amended and restated, to be used for restricted stock unit awards approved subsequent to December 31, 2016 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on February 10, 2017).
|
|
|
|
10.8*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s current Report on Form 8-K filed with the Commission on February 18, 2014).
|
|
|
|
10.8(i)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Amendment of Stock Option Agreement, effective as of January 1, 2015 (incorporated by reference to Exhibit 10.7(i) to the Company's Annual Report on Form 10-K filed with the Commission on February 26, 2015).
|
|
|
|
10.8(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 (incorporated by reference to Exhibit 10.7(ii) to the Company's Annual Report on Form 10-K filed with the Commission on February 26, 2015).
|
|
|
|
10.8(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 (incorporated by reference to Exhibit 10.8(iii) to the Company’s Annual Report on Form 10-K filed with the Commission February 22, 2016).
|
|
|
|
10.8(iv)*
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, 2016 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Commission on February 10, 2017).
|
|
|
|
10.9*
1
|
|
Clearwater Paper Corporation Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 9, 2014).
|
|
|
|
10.9(i)*
1
|
|
Amendment to the Clearwater Paper Corporation Annual Incentive Plan, effective as of January 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 27, 2016).
|
|
|
|
10.10
1
|
|
Amended and Restated Clearwater Paper Corporation Management Deferred Compensation Plan.
|
|
|
|
10.11*
1
|
|
Clearwater Paper Executive Severance Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Commission on February 20, 2014).
|
|
|
|
10.12
1
|
|
Amended and Restated Clearwater Paper Corporation Salaried Supplemental Benefit Plan.
|
|
|
|
10.13*
1
|
|
Clearwater Paper Corporation Benefits Protection Trust Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the Commission for the year ended December 31, 2008).
|
|
|
|
10.13(i)*
1
|
|
Amendment to the Clearwater Paper Corporation Benefits Protection Agreement, dated August 8, 2013 (incorporated by reference to Exhibit 10.16(i) to the Company's Quarterly Report on Form 10-Q filed with the Commission for the quarter ended September 30, 2013).
|
|
|
|
10.14*
1
|
|
Clearwater Paper Corporation Deferred Compensation Plan for Directors (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the Commission on December 19, 2008).
|
|
|
|
10.15*
1
|
|
Clearwater Paper Change of Control Plan (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the Commission on February 20, 2014).
|
|
|
|
10.16*
1
|
|
Offer Letter, dated June 25, 2012, with John D. Hertz, (incorporated by reference to Exhibit 10.10(vi) to the Company's Quarterly Report on Form 10-Q filed with the Commission for the quarter ended June 30, 2012).
|
|
|
10.16(i)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan-Restricted Stock Unit Award, dated July 3, 2012, with John D. Hertz (incorporated by reference to Exhibit 10.18 to the Company's Quarterly Report on Form 10-Q filed with the Commission for the quarter ended June 30, 2012).
|
|
|
|
10.17*
1
|
|
Separation and General Release Agreement entered into by Clearwater Paper Corporation and Thomas A. Colgrove, dated July 17, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Commission for the quarter ended June 30, 2015).
|
|
|
|
(12)
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
(21)
|
|
Clearwater Paper Corporation Subsidiaries.
|
|
|
|
(23)
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
(24)
|
|
Powers of Attorney.
|
|
|
|
(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.
|
|
|
|
101
|
|
Pursuant to Rule 405 of Regulation S-T, the following financial information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, is formatted in XBRL interactive data files: (i) Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014; (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014; (iii) Consolidated Balance Sheets at December 31, 2016 and 2015, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014, (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2016, 2015 and 2014 and (vi) Notes to Consolidated Financial Statements.
|
*
|
Incorporated by reference.
|
1
|
Management contract or compensatory plan, contract or arrangement.
|
1.
|
ESTABLISHMENT AND PURPOSE
|
4.
|
PARTICIPATION
|
10.
|
CLAIMS AND REVIEW PROCEDURE
|
12.
|
STATEMENT OF DEFERRED COMPENSATION ACCOUNT AND STOCK UNITS
|
13.
|
NONASSIGNABILITY OF INTERESTS
|
14.
|
ADMINISTRATION OF THE PLAN
|
15.
|
AMENDMENT OR TERMINATION OF THE PLAN
|
17.
|
CHANGE IN CONTROL
|
18.
|
EXECUTION
|
(a)
|
A participant may elect to defer receipt of payment of a single Award or all future Awards under the MPAP until after termination of employment pursuant to rules and regulations adopted by the Committee. In addition, in the absence of such an election, if the payment of an Award would cause the participant’s annual compensation to exceed the amount deductible under the Internal Revenue Code, the participant will be required to defer receipt of the portion of the Award that would be non-deductible in the Award Year until after termination of employment. Such rules and regulations shall establish procedures for the Committee, at its discretion, to accelerate the schedule of payments of deferred Awards.
|
(b)
|
The Award, the payment of which is deferred under (a) above, shall be converted at the participant’s election into cash and/or full and fractional stock units equal to the number of shares the participant would have received if the Award had not been deferred.
|
(c)
|
The cash portion of an Award, the payment of which was deferred under (a) above, shall be credited with earnings during the period of deferral through December 31 of the Plan Year preceding the Plan Year in which payment of the amounts deferred hereunder is made. The earnings credited shall be based on the following:
|
(i)
|
For periods prior to January 1, 2009, earnings shall be calculated using an interest rate equal to 70% of the higher of the following averages, compounded annually: (i) the prime rate charged by the major commercial banks as of the first business day of each month (as reported in an official publication of the Federal Reserve System) or (ii) the average monthly long-term rate of A-rated corporate bonds (as published in Moody’s Bond Record).
|
(ii)
|
For periods on and after January 1, 2009, earnings shall be calculated using an interest rate equal to 120% of the long-term applicable federal rate, with quarterly compounding, as published under Section 1274(d) of the Code for the first month of each calendar quarter.
|
(e)
|
No Assignment of Rights
.
|
(g)
|
Amendment and Termination
.
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Earnings before income taxes
|
|
$
|
80,666
|
|
|
$
|
92,488
|
|
|
$
|
16,241
|
|
|
$
|
38,234
|
|
|
$
|
111,591
|
|
Add: Fixed charges
|
|
41,396
|
|
|
40,021
|
|
|
72,407
|
|
|
69,390
|
|
|
53,974
|
|
|||||
Subtract: Capitalized interest
|
|
(2,343
|
)
|
|
(396
|
)
|
|
—
|
|
|
—
|
|
|
(12,570
|
)
|
|||||
Earnings available for fixed charges
|
|
$
|
119,719
|
|
|
$
|
132,113
|
|
|
$
|
88,648
|
|
|
$
|
107,624
|
|
|
$
|
152,995
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
1
|
|
$
|
30,651
|
|
|
$
|
31,182
|
|
|
$
|
63,570
|
|
|
$
|
61,094
|
|
|
$
|
33,796
|
|
Rental expense factor
2
|
|
8,402
|
|
|
8,443
|
|
|
8,837
|
|
|
8,296
|
|
|
7,608
|
|
|||||
Capitalized interest
|
|
2,343
|
|
|
396
|
|
|
—
|
|
|
—
|
|
|
12,570
|
|
|||||
Total fixed charges
|
|
$
|
41,396
|
|
|
$
|
40,021
|
|
|
$
|
72,407
|
|
|
$
|
69,390
|
|
|
$
|
53,974
|
|
Ratio of earnings to fixed charges
|
|
2.9
|
|
|
3.3
|
|
|
1.2
|
|
|
1.6
|
|
|
2.8
|
|
1
|
Interest expense, net for the years ended December 31, 2016, 2014 and 2013 includes debt retirement costs of $0.4 million, $24.4 million and $17.1 million, respectively.
|
2
|
“Rental expense factor” is the portion of rental expense estimated to be representative of the interest factor within rental expense.
|
|
|
|
|
|
Entity
|
|
Jurisdiction of
Incorporation or
formation
|
|
Name Under Which Entity Conducts Business
|
Cellu Tissue Holdings, Inc.
|
|
Delaware
|
|
Clearwater Paper Group
|
|
|
|
||
Cellu Tissue Corporation – Neenah
|
|
Delaware
|
|
Clearwater Paper – Neenah
|
|
|
|
||
Cellu Tissue Corporation – Oklahoma City
|
|
Delaware
|
|
Clearwater Paper – Oklahoma City
|
|
|
|
||
Cellu Tissue – CityForest, LLC
|
|
Minnesota
|
|
Clearwater Paper – Ladysmith
|
|
|
|
|
|
Clearwater Fiber, LLC
|
|
Delaware
|
|
None
|
|
|
|
|
|
Manchester Industries Inc. of Virginia
|
|
Virginia
|
|
None
|
1.
|
I have reviewed this report on Form 10-K of Clearwater Paper Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
Date: February 22, 2017
|
|
|
|
/S/ LINDA K. MASSMAN
|
|
|
|
|
Linda K. Massman
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K of Clearwater Paper Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 22, 2017
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/S/ JOHN D. HERTZ
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John D. Hertz
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Senior Vice President, Finance and Chief Financial Officer
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(1)
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the Annual Report of the Company on Form 10-K for the period ended
December 31, 2016
, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/S/ LINDA K. MASSMAN
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Linda K. Massman
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President and Chief Executive Officer
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February 22, 2017
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(1)
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the Annual Report of the Company on Form 10-K for the period ended
December 31, 2016
, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/S/ JOHN D. HERTZ
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John D. Hertz
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Senior Vice President, Finance and Chief Financial Officer
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February 22, 2017
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