ý
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Quarterly 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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(I.R.S. Employer
Identification No.)
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601 West Riverside, Suite 1100
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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Large accelerated filer
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ý
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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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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II.
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 6.
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ITEM 1.
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Consolidated Financial Statements
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30,
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September 30,
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||||||||||||
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2013
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2012
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2013
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2012
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||||||||
Net sales
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$
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487,845
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$
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480,233
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$
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1,419,671
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$
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1,411,603
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Costs and expenses:
|
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||||||||
Cost of sales
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(441,237
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)
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(409,822
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)
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(1,269,967
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)
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(1,211,444
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)
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||||
Selling, general and administrative expenses
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(27,766
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)
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(30,649
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)
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(88,665
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)
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(90,252
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)
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||||
Total operating costs and expenses
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(469,003
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)
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(440,471
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)
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(1,358,632
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)
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(1,301,696
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)
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||||
Income from operations
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18,842
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39,762
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61,039
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109,907
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||||
Interest expense, net
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(10,708
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)
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(7,900
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)
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(32,784
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)
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(26,775
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)
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||||
Debt retirement costs
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—
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—
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(17,058
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)
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—
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||||
Earnings before income taxes
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8,134
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31,862
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11,197
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83,132
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||||
Income tax benefit (provision)
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5,183
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(12,798
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)
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12,896
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(38,853
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)
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||||
Net earnings
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$
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13,317
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$
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19,064
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$
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24,093
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$
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44,279
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Net earnings per common share:
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||||||||
Basic
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$
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0.60
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$
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0.82
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$
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1.08
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$
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1.90
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Diluted
|
0.60
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0.80
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1.07
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|
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1.87
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30,
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September 30,
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||||||||||||
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2013
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2012
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2013
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2012
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||||||||
Net earnings
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$
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13,317
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$
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19,064
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$
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24,093
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$
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44,279
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Other comprehensive income:
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||||||||
Defined benefit pension and other postretirement employee benefits:
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||||||||
Curtailments, net of tax of $ -, $ -, $303 and $ -
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—
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—
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466
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—
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||||
Amortization of actuarial loss included in net periodic
cost, net of tax of $1,462, $1,190, $4,385 and $3,571
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2,249
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1,831
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6,745
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5,493
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||||
Amortization of prior service credit included in net periodic
cost, net of tax of $(17), $(202), $(49) and $(605)
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(25
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)
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(310
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)
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(75
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)
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(930
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)
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Amortization of deferred taxes related to actuarial
gain on other postretirement employee benefit
obligations
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53
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—
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53
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—
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||||
Other comprehensive income, net of tax
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2,277
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1,521
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7,189
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4,563
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Comprehensive income
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$
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15,594
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$
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20,585
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$
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31,282
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$
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48,842
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September 30,
2013 |
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December 31,
2012 |
||||
ASSETS
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Current assets:
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Cash
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$
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20,929
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$
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12,579
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Restricted cash
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1,500
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—
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Short-term investments
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89,000
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20,000
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Receivables, net
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168,519
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154,143
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Taxes receivable
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8,380
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20,828
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Inventories
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253,440
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231,466
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Deferred tax assets
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28,356
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17,136
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Prepaid expenses
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8,210
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12,314
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Total current assets
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578,334
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468,466
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Property, plant and equipment, net
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872,762
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877,377
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Goodwill
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229,533
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229,533
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Intangible assets, net
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42,467
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47,753
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Other assets, net
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10,255
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10,327
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TOTAL ASSETS
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$
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1,733,351
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$
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1,633,456
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable and accrued liabilities
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$
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204,081
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$
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165,596
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Current liability for pensions and other postretirement employee benefits
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9,137
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9,137
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Total current liabilities
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213,218
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174,733
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Long-term debt
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650,000
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523,933
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Liability for pensions and other postretirement employee benefits
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187,410
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204,163
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Other long-term obligations
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51,021
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50,910
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Accrued taxes
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68,164
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|
78,699
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|
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Deferred tax liabilities
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66,253
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60,124
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Stockholders’ equity:
|
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|
||||
Preferred stock, par value $0.0001 per share, 5,000,000 authorized shares, no shares
issued
|
—
|
|
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—
|
|
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Common stock, par value $0.0001 per share, 100,000,000 authorized
shares-23,983,398 and 23,840,683 shares issued
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2
|
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2
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|
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Additional paid-in capital
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327,793
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326,901
|
|
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Retained earnings
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383,777
|
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359,684
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|
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Treasury stock, at cost, common shares-2,428,880 and 853,470 shares repurchased
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(105,783
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)
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(30,000
|
)
|
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Accumulated other comprehensive loss, net of tax
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(108,504
|
)
|
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(115,693
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)
|
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Total stockholders’ equity
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497,285
|
|
|
540,894
|
|
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
|
1,733,351
|
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$
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1,633,456
|
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Nine Months Ended
|
||||||
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September 30,
|
||||||
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2013
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|
2012
|
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CASH FLOWS FROM OPERATING ACTIVITIES
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|
||||
Net earnings
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$
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24,093
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$
|
44,279
|
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Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
67,584
|
|
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58,477
|
|
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Deferred tax (benefit) provision
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(9,678
|
)
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|
13,257
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|
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Equity-based compensation expense
|
7,758
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|
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7,681
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|
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Employee benefit plans
|
7,801
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|
|
6,697
|
|
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Deferred issuance costs and discounts on long-term debt
|
4,490
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|
|
1,508
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|
||
Disposal of plant and equipment, net
|
35
|
|
|
1,501
|
|
||
Changes in working capital, net
|
47
|
|
|
51,434
|
|
||
Changes in taxes receivable, net
|
12,448
|
|
|
(1,918
|
)
|
||
Excess tax benefits from equity-based payment arrangements
|
—
|
|
|
(9,193
|
)
|
||
Changes in non-current accrued taxes, net
|
(10,535
|
)
|
|
4,161
|
|
||
Funding of qualified pension plans
|
(12,611
|
)
|
|
(17,625
|
)
|
||
Other, net
|
108
|
|
|
324
|
|
||
Net cash provided by operating activities
|
91,540
|
|
|
160,583
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Changes in short-term investments, net
|
(69,000
|
)
|
|
18,001
|
|
||
Additions to plant and equipment
|
(54,400
|
)
|
|
(155,365
|
)
|
||
Proceeds from sale of assets
|
—
|
|
|
1,035
|
|
||
Net cash used for investing activities
|
(123,400
|
)
|
|
(136,329
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from long-term debt
|
275,000
|
|
|
—
|
|
||
Repayment of long-term debt
|
(150,000
|
)
|
|
—
|
|
||
Purchase of treasury stock
|
(75,783
|
)
|
|
(9,355
|
)
|
||
Payments for long-term debt issuance costs
|
(4,834
|
)
|
|
(2
|
)
|
||
Payment of tax withholdings on equity-based payment arrangements
|
(4,173
|
)
|
|
(12,965
|
)
|
||
Excess tax benefits from equity-based payment arrangements
|
—
|
|
|
9,193
|
|
||
Net cash provided by (used for) financing activities
|
40,210
|
|
|
(13,129
|
)
|
||
Increase in cash
|
8,350
|
|
|
11,125
|
|
||
Cash at beginning of period
|
12,579
|
|
|
8,439
|
|
||
Cash at end of period
|
$
|
20,929
|
|
|
$
|
19,564
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
$
|
22,788
|
|
|
$
|
12,366
|
|
Cash paid for income taxes
|
2,400
|
|
|
17,740
|
|
||
Cash received from income tax refunds
|
820
|
|
|
1,607
|
|
||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES
|
|
|
|
||||
Increase in accrued plant and equipment
|
$
|
8,239
|
|
|
$
|
3,258
|
|
(In thousands)
|
September 30,
2013 |
|
December 31,
2012 |
||||
Pulp, paperboard and tissue products
|
$
|
167,154
|
|
|
$
|
147,627
|
|
Materials and supplies
|
68,769
|
|
|
67,889
|
|
||
Logs, pulpwood, chips and sawdust
|
17,517
|
|
|
15,950
|
|
||
|
$
|
253,440
|
|
|
$
|
231,466
|
|
|
September 30, 2013
|
||||||||||||
(Dollars in thousands, lives in years)
|
Useful
Life
|
|
Historical
Cost
|
|
Accumulated
Amortization
|
|
Net
Balance
|
||||||
Customer relationships
|
9.0
|
|
$
|
53,957
|
|
|
$
|
(15,734
|
)
|
|
$
|
38,223
|
|
Trade names and trademarks
|
10.0
|
|
5,300
|
|
|
(1,457
|
)
|
|
3,843
|
|
|||
Non-compete agreements
|
2.5 - 5.0
|
|
1,674
|
|
|
(1,273
|
)
|
|
401
|
|
|||
|
|
|
$
|
60,931
|
|
|
$
|
(18,464
|
)
|
|
$
|
42,467
|
|
|
|
|
|
|
|
|
|
||||||
|
December 31, 2012
|
||||||||||||
(Dollars in thousands, lives in years)
|
Useful
Life
|
|
Historical
Cost
|
|
Accumulated
Amortization
|
|
Net
Balance
|
||||||
Customer relationships
|
9.0
|
|
$
|
53,957
|
|
|
$
|
(11,237
|
)
|
|
$
|
42,720
|
|
Trade names and trademarks
|
10.0
|
|
5,300
|
|
|
(1,060
|
)
|
|
4,240
|
|
|||
Non-compete agreements
|
2.5 - 5.0
|
|
1,674
|
|
|
(881
|
)
|
|
793
|
|
|||
|
|
|
$
|
60,931
|
|
|
$
|
(13,178
|
)
|
|
$
|
47,753
|
|
(In thousands)
|
September 30, 2013
|
|
December 31, 2012
|
||||
Trade accounts payable
|
$
|
111,898
|
|
|
$
|
75,949
|
|
Accrued wages, salaries and employee benefits
|
39,184
|
|
|
42,491
|
|
||
Accrued interest
|
13,250
|
|
|
5,242
|
|
||
Accrued taxes other than income taxes payable
|
9,307
|
|
|
6,993
|
|
||
Accrued utilities
|
6,839
|
|
|
8,205
|
|
||
Accrued discounts and allowances
|
6,838
|
|
|
4,785
|
|
||
Accrued transportation
|
3,011
|
|
|
4,417
|
|
||
Other
|
13,754
|
|
|
17,514
|
|
||
|
$
|
204,081
|
|
|
$
|
165,596
|
|
(In thousands)
|
September 30, 2013
|
|
December 31, 2012
|
||||
Long-term lease obligations, net of current portion
|
$
|
24,959
|
|
|
$
|
25,240
|
|
Director and other deferred compensation
|
12,731
|
|
|
9,939
|
|
||
Deferred proceeds
|
10,712
|
|
|
11,668
|
|
||
Other
|
2,619
|
|
|
4,063
|
|
||
|
$
|
51,021
|
|
|
$
|
50,910
|
|
(In thousands)
|
Foreign Currency Translation Adjustments
1
|
|
Pension and Other Post Retirement Employee Benefit Plans Adjustments
|
|
Total
|
||||||
Balance at December 31, 2012
|
$
|
(874
|
)
|
|
$
|
(114,819
|
)
|
|
$
|
(115,693
|
)
|
Other comprehensive income, net of tax
2
|
—
|
|
|
7,189
|
|
|
7,189
|
|
|||
Balance at September 30, 2013
|
$
|
(874
|
)
|
|
$
|
(107,630
|
)
|
|
$
|
(108,504
|
)
|
1
|
This balance consists of unrealized foreign currency translation adjustments related to the operations of our Canadian subsidiary before its functional currency was changed from Canadian dollars to U.S. dollars in 2012.
|
2
|
Net periodic costs associated with our pension and other postretirement employee benefit, or OPEB, plans included in other comprehensive income and reclassified from accumulated other comprehensive loss includes
$11.1 million
of actuarial loss amortization,
$0.8 million
of curtailments,
$0.1 million
of deferred tax amortization related to actuarial gains and
$0.1 million
related to prior service credit, net of tax of
$4.6 million
. These accumulated other comprehensive loss components, with the exception of the deferred tax amortization related to actuarial gains, are included in the computation of net periodic pension and OPEB costs in Note 10, “Pension and Other Postretirement Employee Benefit Plans.”
|
|
Three Months Ended September 30,
|
||||||||||||||
(In thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||
Service cost
|
$
|
435
|
|
|
$
|
622
|
|
|
$
|
138
|
|
|
$
|
173
|
|
Interest cost
|
3,343
|
|
|
3,673
|
|
|
1,182
|
|
|
1,454
|
|
||||
Expected return on plan assets
|
(4,588
|
)
|
|
(4,921
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (credit)
|
83
|
|
|
158
|
|
|
(125
|
)
|
|
(670
|
)
|
||||
Amortization of actuarial loss
|
3,711
|
|
|
3,021
|
|
|
—
|
|
|
—
|
|
||||
Net periodic cost
|
$
|
2,984
|
|
|
$
|
2,553
|
|
|
$
|
1,195
|
|
|
$
|
957
|
|
|
Nine Months Ended September 30,
|
||||||||||||||
(In thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||
Service cost
|
$
|
1,304
|
|
|
$
|
1,864
|
|
|
$
|
414
|
|
|
$
|
520
|
|
Interest cost
|
10,031
|
|
|
11,020
|
|
|
3,547
|
|
|
4,361
|
|
||||
Expected return on plan assets
|
(13,764
|
)
|
|
(14,764
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (credit)
|
252
|
|
|
475
|
|
|
(376
|
)
|
|
(2,010
|
)
|
||||
Amortization of actuarial loss
|
11,130
|
|
|
9,064
|
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
769
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic cost
|
$
|
9,722
|
|
|
$
|
7,659
|
|
|
$
|
3,585
|
|
|
$
|
2,871
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Basic average common shares outstanding
1
|
22,026,879
|
|
|
23,360,967
|
|
|
22,388,930
|
|
|
23,337,323
|
|
||||
Incremental shares due to:
|
|
|
|
|
|
|
|
||||||||
Restricted stock units
|
69,902
|
|
|
51,230
|
|
|
61,956
|
|
|
43,580
|
|
||||
Performance shares
|
131,092
|
|
|
287,491
|
|
|
114,369
|
|
|
264,021
|
|
||||
Diluted average common shares outstanding
|
22,227,873
|
|
|
23,699,688
|
|
|
22,565,255
|
|
|
23,644,924
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net earnings per common share
|
$
|
0.60
|
|
|
$
|
0.82
|
|
|
$
|
1.08
|
|
|
$
|
1.90
|
|
Diluted net earnings per common share
|
0.60
|
|
|
0.80
|
|
|
1.07
|
|
|
1.87
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive shares excluded from calculation
|
1,434
|
|
|
29,382
|
|
|
106,265
|
|
|
132,273
|
|
1
|
Basic average common shares outstanding include restricted stock awards that are fully vested, but are deferred for future issuance.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Restricted stock units
|
$
|
462
|
|
|
$
|
297
|
|
|
$
|
1,326
|
|
|
$
|
693
|
|
Performance shares
|
1,354
|
|
|
1,953
|
|
|
3,741
|
|
|
5,284
|
|
||||
Total employee equity-based compensation
|
$
|
1,816
|
|
|
$
|
2,250
|
|
|
$
|
5,067
|
|
|
$
|
5,977
|
|
|
Nine Months Ended
|
|||||
|
September 30, 2013
|
|||||
|
Number of
Awards
|
|
Average Fair Value of
Award Per Share
|
|||
Restricted stock units
|
72,702
|
|
|
$
|
43.44
|
|
Performance shares
|
124,513
|
|
|
63.46
|
|
|
September 30,
|
|
December 31,
|
||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
||||||||
(In thousands)
|
Amount
|
|
Value
|
|
Amount
|
|
Value
|
||||||||
Cash, restricted cash and short-term investments (Level 1)
|
$
|
111,460
|
|
|
$
|
111,460
|
|
|
$
|
34,079
|
|
|
$
|
34,079
|
|
Long-term debt (Level 1)
|
650,000
|
|
|
651,550
|
|
|
523,933
|
|
|
572,625
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Segment net sales:
|
|
|
|
|
|
|
|
||||||||
Consumer Products
|
$
|
292,935
|
|
|
$
|
292,959
|
|
|
$
|
867,545
|
|
|
$
|
853,911
|
|
Pulp and Paperboard
1
|
194,910
|
|
|
187,274
|
|
|
552,126
|
|
|
557,692
|
|
||||
Total segment net sales
|
$
|
487,845
|
|
|
$
|
480,233
|
|
|
$
|
1,419,671
|
|
|
$
|
1,411,603
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income:
|
|
|
|
|
|
|
|
||||||||
Consumer Products
|
$
|
13,445
|
|
|
$
|
18,453
|
|
|
$
|
38,384
|
|
|
$
|
70,420
|
|
Pulp and Paperboard
1
|
16,289
|
|
|
34,449
|
|
|
58,614
|
|
|
78,108
|
|
||||
|
29,734
|
|
|
52,902
|
|
|
96,998
|
|
|
148,528
|
|
||||
Corporate
|
(10,892
|
)
|
|
(13,140
|
)
|
|
(35,959
|
)
|
|
(38,621
|
)
|
||||
Income from operations
|
$
|
18,842
|
|
|
$
|
39,762
|
|
|
$
|
61,039
|
|
|
$
|
109,907
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
Consumer Products
|
$
|
16,002
|
|
|
$
|
13,275
|
|
|
$
|
49,124
|
|
|
$
|
39,692
|
|
Pulp and Paperboard
|
5,758
|
|
|
5,525
|
|
|
17,195
|
|
|
17,547
|
|
||||
Corporate
|
420
|
|
|
399
|
|
|
1,265
|
|
|
1,238
|
|
||||
Total depreciation and amortization
|
$
|
22,180
|
|
|
$
|
19,199
|
|
|
$
|
67,584
|
|
|
$
|
58,477
|
|
1
|
Results for Pulp and Paperboard for the
nine
months ended
September 30, 2012
include income and expenses associated with the November 2011 sale of the Lewiston, Idaho sawmill, the effects of which were immaterial in the aggregate.
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||
(In thousands)
|
Issuer
|
|
Subsidiaries
|
|
Subsidiary
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
356,549
|
|
|
$
|
128,115
|
|
|
$
|
8,176
|
|
|
$
|
(4,995
|
)
|
|
$
|
487,845
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
(314,509
|
)
|
|
(123,418
|
)
|
|
(8,305
|
)
|
|
4,995
|
|
|
(441,237
|
)
|
|||||
Selling, general and administrative expenses
|
(24,983
|
)
|
|
(2,468
|
)
|
|
(315
|
)
|
|
—
|
|
|
(27,766
|
)
|
|||||
Total operating costs and expenses
|
(339,492
|
)
|
|
(125,886
|
)
|
|
(8,620
|
)
|
|
4,995
|
|
|
(469,003
|
)
|
|||||
Income (loss) from operations
|
17,057
|
|
|
2,229
|
|
|
(444
|
)
|
|
—
|
|
|
18,842
|
|
|||||
Interest expense, net
|
(10,708
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,708
|
)
|
|||||
Earnings (loss) before income taxes
|
6,349
|
|
|
2,229
|
|
|
(444
|
)
|
|
—
|
|
|
8,134
|
|
|||||
Income tax benefit (provision)
|
5,233
|
|
|
(2,513
|
)
|
|
109
|
|
|
2,354
|
|
|
5,183
|
|
|||||
Equity in loss of subsidiary
|
(619
|
)
|
|
(335
|
)
|
|
—
|
|
|
954
|
|
|
—
|
|
|||||
Net earnings (loss)
|
$
|
10,963
|
|
|
$
|
(619
|
)
|
|
$
|
(335
|
)
|
|
$
|
3,308
|
|
|
$
|
13,317
|
|
Other comprehensive income, net of tax
|
2,277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,277
|
|
|||||
Comprehensive income (loss)
|
$
|
13,240
|
|
|
$
|
(619
|
)
|
|
$
|
(335
|
)
|
|
$
|
3,308
|
|
|
$
|
15,594
|
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||
(In thousands)
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
1,048,872
|
|
|
$
|
363,467
|
|
|
$
|
22,317
|
|
|
$
|
(14,985
|
)
|
|
$
|
1,419,671
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
(912,449
|
)
|
|
(351,493
|
)
|
|
(21,010
|
)
|
|
14,985
|
|
|
(1,269,967
|
)
|
|||||
Selling, general and administrative expenses
|
(70,102
|
)
|
|
(17,092
|
)
|
|
(1,471
|
)
|
|
—
|
|
|
(88,665
|
)
|
|||||
Total operating costs and expenses
|
(982,551
|
)
|
|
(368,585
|
)
|
|
(22,481
|
)
|
|
14,985
|
|
|
(1,358,632
|
)
|
|||||
Income (loss) from operations
|
66,321
|
|
|
(5,118
|
)
|
|
(164
|
)
|
|
—
|
|
|
61,039
|
|
|||||
Interest expense, net
|
(32,784
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,784
|
)
|
|||||
Debt retirement costs
|
(17,058
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,058
|
)
|
|||||
Earnings (loss) before income taxes
|
16,479
|
|
|
(5,118
|
)
|
|
(164
|
)
|
|
—
|
|
|
11,197
|
|
|||||
Income tax benefit (provision)
|
10,388
|
|
|
(3,821
|
)
|
|
75
|
|
|
6,254
|
|
|
12,896
|
|
|||||
Equity in loss of subsidiary
|
(9,028
|
)
|
|
(89
|
)
|
|
—
|
|
|
9,117
|
|
|
—
|
|
|||||
Net earnings (loss)
|
$
|
17,839
|
|
|
$
|
(9,028
|
)
|
|
$
|
(89
|
)
|
|
$
|
15,371
|
|
|
$
|
24,093
|
|
Other comprehensive income, net of tax
|
7,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,189
|
|
|||||
Comprehensive income (loss)
|
$
|
25,028
|
|
|
$
|
(9,028
|
)
|
|
$
|
(89
|
)
|
|
$
|
15,371
|
|
|
$
|
31,282
|
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||
(In thousands)
|
Issuer
|
|
Subsidiaries
|
|
Subsidiary
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
350,988
|
|
|
$
|
127,742
|
|
|
$
|
6,500
|
|
|
$
|
(4,997
|
)
|
|
$
|
480,233
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
(288,150
|
)
|
|
(120,908
|
)
|
|
(5,761
|
)
|
|
4,997
|
|
|
(409,822
|
)
|
|||||
Selling, general and administrative expenses
|
(24,592
|
)
|
|
(5,567
|
)
|
|
(490
|
)
|
|
—
|
|
|
(30,649
|
)
|
|||||
Total operating costs and expenses
|
(312,742
|
)
|
|
(126,475
|
)
|
|
(6,251
|
)
|
|
4,997
|
|
|
(440,471
|
)
|
|||||
Income from operations
|
38,246
|
|
|
1,267
|
|
|
249
|
|
|
—
|
|
|
39,762
|
|
|||||
Interest expense, net
|
(7,900
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,900
|
)
|
|||||
Earnings before income taxes
|
30,346
|
|
|
1,267
|
|
|
249
|
|
|
—
|
|
|
31,862
|
|
|||||
Income tax (provision) benefit
|
(20,364
|
)
|
|
3,123
|
|
|
334
|
|
|
4,109
|
|
|
(12,798
|
)
|
|||||
Equity in income of subsidiary
|
4,973
|
|
|
583
|
|
|
—
|
|
|
(5,556
|
)
|
|
—
|
|
|||||
Net earnings
|
$
|
14,955
|
|
|
$
|
4,973
|
|
|
$
|
583
|
|
|
$
|
(1,447
|
)
|
|
$
|
19,064
|
|
Other comprehensive income, net of tax
|
1,521
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,521
|
|
|||||
Comprehensive income
|
$
|
16,476
|
|
|
$
|
4,973
|
|
|
$
|
583
|
|
|
$
|
(1,447
|
)
|
|
$
|
20,585
|
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||
(In thousands)
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
1,035,433
|
|
|
$
|
371,351
|
|
|
$
|
19,804
|
|
|
$
|
(14,985
|
)
|
|
$
|
1,411,603
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
(865,092
|
)
|
|
(343,637
|
)
|
|
(17,700
|
)
|
|
14,985
|
|
|
(1,211,444
|
)
|
|||||
Selling, general and administrative expenses
|
(72,081
|
)
|
|
(16,700
|
)
|
|
(1,471
|
)
|
|
—
|
|
|
(90,252
|
)
|
|||||
Total operating costs and expenses
|
(937,173
|
)
|
|
(360,337
|
)
|
|
(19,171
|
)
|
|
14,985
|
|
|
(1,301,696
|
)
|
|||||
Income from operations
|
98,260
|
|
|
11,014
|
|
|
633
|
|
|
—
|
|
|
109,907
|
|
|||||
Interest expense, net
|
(26,775
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,775
|
)
|
|||||
Earnings before income taxes
|
71,485
|
|
|
11,014
|
|
|
633
|
|
|
—
|
|
|
83,132
|
|
|||||
Income tax provision
|
(37,002
|
)
|
|
(1,999
|
)
|
|
(68
|
)
|
|
216
|
|
|
(38,853
|
)
|
|||||
Equity in income of subsidiary
|
9,580
|
|
|
565
|
|
|
—
|
|
|
(10,145
|
)
|
|
—
|
|
|||||
Net earnings
|
$
|
44,063
|
|
|
$
|
9,580
|
|
|
$
|
565
|
|
|
$
|
(9,929
|
)
|
|
$
|
44,279
|
|
Other comprehensive income, net of tax
|
4,563
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,563
|
|
|||||
Comprehensive income
|
$
|
48,626
|
|
|
$
|
9,580
|
|
|
$
|
565
|
|
|
$
|
(9,929
|
)
|
|
$
|
48,842
|
|
(In thousands)
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiary
|
|
Eliminations
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
19,400
|
|
|
$
|
1
|
|
|
$
|
1,528
|
|
|
$
|
—
|
|
|
$
|
20,929
|
|
Restricted cash
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|||||
Short-term investments
|
89,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,000
|
|
|||||
Receivables, net
|
121,636
|
|
|
45,546
|
|
|
3,365
|
|
|
(2,028
|
)
|
|
168,519
|
|
|||||
Taxes receivable
|
9,069
|
|
|
(9,037
|
)
|
|
83
|
|
|
8,265
|
|
|
8,380
|
|
|||||
Inventories
|
190,760
|
|
|
58,469
|
|
|
4,211
|
|
|
—
|
|
|
253,440
|
|
|||||
Deferred tax assets
|
22,453
|
|
|
7,980
|
|
|
—
|
|
|
(2,077
|
)
|
|
28,356
|
|
|||||
Prepaid expenses
|
7,382
|
|
|
685
|
|
|
143
|
|
|
—
|
|
|
8,210
|
|
|||||
Total current assets
|
461,200
|
|
|
103,644
|
|
|
9,330
|
|
|
4,160
|
|
|
578,334
|
|
|||||
Property, plant and equipment, net
|
620,802
|
|
|
235,039
|
|
|
16,921
|
|
|
—
|
|
|
872,762
|
|
|||||
Goodwill
|
229,533
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229,533
|
|
|||||
Intangible assets, net
|
—
|
|
|
41,254
|
|
|
1,213
|
|
|
—
|
|
|
42,467
|
|
|||||
Intercompany receivable (payable)
|
54,106
|
|
|
(36,816
|
)
|
|
(11,035
|
)
|
|
(6,255
|
)
|
|
—
|
|
|||||
Investment in subsidiary
|
251,199
|
|
|
10,141
|
|
|
—
|
|
|
(261,340
|
)
|
|
—
|
|
|||||
Other assets, net
|
9,367
|
|
|
888
|
|
|
—
|
|
|
—
|
|
|
10,255
|
|
|||||
TOTAL ASSETS
|
$
|
1,626,207
|
|
|
$
|
354,150
|
|
|
$
|
16,429
|
|
|
$
|
(263,435
|
)
|
|
$
|
1,733,351
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued
liabilities
|
$
|
164,144
|
|
|
$
|
38,183
|
|
|
$
|
3,782
|
|
|
$
|
(2,028
|
)
|
|
$
|
204,081
|
|
Current liability for pensions and
other postretirement employee
benefits
|
9,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,137
|
|
|||||
Total current liabilities
|
173,281
|
|
|
38,183
|
|
|
3,782
|
|
|
(2,028
|
)
|
|
213,218
|
|
|||||
Long-term debt
|
650,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
650,000
|
|
|||||
Liability for pensions and other
postretirement employee benefits
|
187,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187,410
|
|
|||||
Other long-term obligations
|
50,787
|
|
|
234
|
|
|
—
|
|
|
—
|
|
|
51,021
|
|
|||||
Accrued taxes
|
66,059
|
|
|
1,790
|
|
|
315
|
|
|
—
|
|
|
68,164
|
|
|||||
Deferred tax liabilities
|
1,385
|
|
|
62,744
|
|
|
2,191
|
|
|
(67
|
)
|
|
66,253
|
|
|||||
Accumulated other comprehensive loss,
net of tax
|
(108,504
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(108,504
|
)
|
|||||
Stockholders’ equity excluding
accumulated other comprehensive loss
|
605,789
|
|
|
251,199
|
|
|
10,141
|
|
|
(261,340
|
)
|
|
605,789
|
|
|||||
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
$
|
1,626,207
|
|
|
$
|
354,150
|
|
|
$
|
16,429
|
|
|
$
|
(263,435
|
)
|
|
$
|
1,733,351
|
|
(In thousands)
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiary
|
|
Eliminations
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
11,105
|
|
|
$
|
5
|
|
|
$
|
1,469
|
|
|
$
|
—
|
|
|
$
|
12,579
|
|
Short-term investments
|
20,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|||||
Receivables, net
|
109,129
|
|
|
41,431
|
|
|
5,612
|
|
|
(2,029
|
)
|
|
154,143
|
|
|||||
Taxes receivable
|
20,712
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|
20,828
|
|
|||||
Inventories
|
163,422
|
|
|
63,476
|
|
|
4,568
|
|
|
—
|
|
|
231,466
|
|
|||||
Deferred tax assets
|
11,750
|
|
|
4,595
|
|
|
—
|
|
|
791
|
|
|
17,136
|
|
|||||
Prepaid expenses
|
11,441
|
|
|
708
|
|
|
165
|
|
|
—
|
|
|
12,314
|
|
|||||
Total current assets
|
347,559
|
|
|
110,331
|
|
|
11,814
|
|
|
(1,238
|
)
|
|
468,466
|
|
|||||
Property, plant and equipment, net
|
618,076
|
|
|
242,818
|
|
|
16,483
|
|
|
—
|
|
|
877,377
|
|
|||||
Goodwill
|
229,533
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229,533
|
|
|||||
Intangible assets, net
|
—
|
|
|
46,379
|
|
|
1,374
|
|
|
—
|
|
|
47,753
|
|
|||||
Intercompany receivable (payable)
|
68,951
|
|
|
(56,153
|
)
|
|
(12,007
|
)
|
|
(791
|
)
|
|
—
|
|
|||||
Investment in subsidiary
|
249,010
|
|
|
10,055
|
|
|
—
|
|
|
(259,065
|
)
|
|
—
|
|
|||||
Other assets, net
|
9,948
|
|
|
379
|
|
|
—
|
|
|
—
|
|
|
10,327
|
|
|||||
TOTAL ASSETS
|
$
|
1,523,077
|
|
|
$
|
353,809
|
|
|
$
|
17,664
|
|
|
$
|
(261,094
|
)
|
|
$
|
1,633,456
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued
liabilities
|
$
|
132,360
|
|
|
$
|
30,630
|
|
|
$
|
4,635
|
|
|
$
|
(2,029
|
)
|
|
$
|
165,596
|
|
Current liability for pensions and
other postretirement employee
benefits
|
9,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,137
|
|
|||||
Total current liabilities
|
141,497
|
|
|
30,630
|
|
|
4,635
|
|
|
(2,029
|
)
|
|
174,733
|
|
|||||
Long-term debt
|
523,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
523,933
|
|
|||||
Liability for pensions and other
postretirement employee benefits
|
204,163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
204,163
|
|
|||||
Other long-term obligations
|
49,102
|
|
|
1,808
|
|
|
—
|
|
|
—
|
|
|
50,910
|
|
|||||
Accrued taxes
|
76,617
|
|
|
1,771
|
|
|
311
|
|
|
—
|
|
|
78,699
|
|
|||||
Deferred tax liabilities (assets)
|
(13,129
|
)
|
|
70,590
|
|
|
2,663
|
|
|
—
|
|
|
60,124
|
|
|||||
Accumulated other comprehensive loss,
net of tax
|
(115,693
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(115,693
|
)
|
|||||
Stockholders’ equity excluding
accumulated other comprehensive loss
|
656,587
|
|
|
249,010
|
|
|
10,055
|
|
|
(259,065
|
)
|
|
656,587
|
|
|||||
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
$
|
1,523,077
|
|
|
$
|
353,809
|
|
|
$
|
17,664
|
|
|
$
|
(261,094
|
)
|
|
$
|
1,633,456
|
|
(In thousands)
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiary
|
|
Eliminations
|
|
Total
|
||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss)
|
$
|
17,839
|
|
|
$
|
(9,028
|
)
|
|
$
|
(89
|
)
|
|
$
|
15,371
|
|
|
$
|
24,093
|
|
Adjustments to reconcile net earnings (loss) to
net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
40,337
|
|
|
25,590
|
|
|
1,657
|
|
|
—
|
|
|
67,584
|
|
|||||
Deferred tax benefit
|
(776
|
)
|
|
(11,231
|
)
|
|
(472
|
)
|
|
2,801
|
|
|
(9,678
|
)
|
|||||
Equity-based compensation expense
|
7,758
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,758
|
|
|||||
Employee benefit plans
|
7,801
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,801
|
|
|||||
Deferred issuance costs and discounts on
long-term debt
|
4,490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,490
|
|
|||||
Disposal of plant and equipment, net
|
—
|
|
|
34
|
|
|
1
|
|
|
—
|
|
|
35
|
|
|||||
Changes in working capital, net
|
(7,488
|
)
|
|
5,748
|
|
|
1,787
|
|
|
—
|
|
|
47
|
|
|||||
Changes in taxes receivable, net
|
11,643
|
|
|
9,153
|
|
|
(83
|
)
|
|
(8,265
|
)
|
|
12,448
|
|
|||||
Changes in non-current accrued taxes, net
|
(10,558
|
)
|
|
19
|
|
|
4
|
|
|
—
|
|
|
(10,535
|
)
|
|||||
Funding of qualified pension plans
|
(12,611
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,611
|
)
|
|||||
Other, net
|
209
|
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
108
|
|
|||||
Net cash provided by operating activities
|
58,644
|
|
|
20,184
|
|
|
2,805
|
|
|
9,907
|
|
|
91,540
|
|
|||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Changes in short-term investments, net
|
(69,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,000
|
)
|
|||||
Additions to plant and equipment
|
(40,598
|
)
|
|
(11,854
|
)
|
|
(1,948
|
)
|
|
—
|
|
|
(54,400
|
)
|
|||||
Net cash used for investing activities
|
(109,598
|
)
|
|
(11,854
|
)
|
|
(1,948
|
)
|
|
—
|
|
|
(123,400
|
)
|
|||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
275,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275,000
|
|
|||||
Repayment of long-term debt
|
(150,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150,000
|
)
|
|||||
Purchase of treasury stock
|
(75,783
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,783
|
)
|
|||||
Investment (to) from parent
|
19,039
|
|
|
(8,334
|
)
|
|
(798
|
)
|
|
(9,907
|
)
|
|
—
|
|
|||||
Payment of long-term debt issuance costs
|
(4,834
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,834
|
)
|
|||||
Payment of tax withholdings on equity-
based payment arrangements
|
(4,173
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,173
|
)
|
|||||
Net cash provided by (used for) financing
activities
|
59,249
|
|
|
(8,334
|
)
|
|
(798
|
)
|
|
(9,907
|
)
|
|
40,210
|
|
|||||
Increase (decrease) in cash
|
8,295
|
|
|
(4
|
)
|
|
59
|
|
|
—
|
|
|
8,350
|
|
|||||
Cash at beginning of period
|
11,105
|
|
|
5
|
|
|
1,469
|
|
|
—
|
|
|
12,579
|
|
|||||
Cash at end of period
|
$
|
19,400
|
|
|
$
|
1
|
|
|
$
|
1,528
|
|
|
$
|
—
|
|
|
$
|
20,929
|
|
(In thousands)
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor
Subsidiary
|
|
Eliminations
|
|
Total
|
||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
$
|
44,063
|
|
|
$
|
9,580
|
|
|
$
|
565
|
|
|
$
|
(9,929
|
)
|
|
$
|
44,279
|
|
Adjustments to reconcile net earnings to net
cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
35,244
|
|
|
21,654
|
|
|
1,579
|
|
|
—
|
|
|
58,477
|
|
|||||
Deferred tax (benefit) provision
|
(6,040
|
)
|
|
(3,913
|
)
|
|
248
|
|
|
22,962
|
|
|
13,257
|
|
|||||
Equity-based compensation expense
|
7,681
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,681
|
|
|||||
Employee benefit plans
|
6,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,697
|
|
|||||
Deferred issuance costs and discounts on
long-term debt
|
1,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,508
|
|
|||||
Disposal of plant and equipment, net
|
487
|
|
|
1,014
|
|
|
—
|
|
|
—
|
|
|
1,501
|
|
|||||
Changes in working capital, net
|
16,641
|
|
|
35,456
|
|
|
(663
|
)
|
|
—
|
|
|
51,434
|
|
|||||
Changes in taxes receivable, net
|
(3,121
|
)
|
|
1,701
|
|
|
(65
|
)
|
|
(433
|
)
|
|
(1,918
|
)
|
|||||
Excess tax benefit from equity-based
payment arrangements
|
(9,193
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,193
|
)
|
|||||
Changes in non-current accrued taxes, net
|
4,631
|
|
|
59
|
|
|
(529
|
)
|
|
—
|
|
|
4,161
|
|
|||||
Funding of qualified pension plans
|
(17,625
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,625
|
)
|
|||||
Other, net
|
531
|
|
|
(207
|
)
|
|
—
|
|
|
—
|
|
|
324
|
|
|||||
Net cash provided by operating activities
|
81,504
|
|
|
65,344
|
|
|
1,135
|
|
|
12,600
|
|
|
160,583
|
|
|||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Changes in short-term investments, net
|
18,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,001
|
|
|||||
Additions to plant and equipment
|
(146,256
|
)
|
|
(8,721
|
)
|
|
(388
|
)
|
|
—
|
|
|
(155,365
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
1,035
|
|
|
—
|
|
|
—
|
|
|
1,035
|
|
|||||
Net cash used for investing activities
|
(128,255
|
)
|
|
(7,686
|
)
|
|
(388
|
)
|
|
—
|
|
|
(136,329
|
)
|
|||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of treasury stock
|
(9,355
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,355
|
)
|
|||||
Payments for long-term debt issuance costs
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Investment from (to) parent
|
70,454
|
|
|
(53,194
|
)
|
|
(4,660
|
)
|
|
(12,600
|
)
|
|
—
|
|
|||||
Payment of tax withholdings on equity-
based payment arrangements
|
(12,965
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,965
|
)
|
|||||
Excess tax benefit from equity-based
payment arrangements
|
9,193
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,193
|
|
|||||
Net cash provided by (used for) financing
activities
|
57,325
|
|
|
(53,194
|
)
|
|
(4,660
|
)
|
|
(12,600
|
)
|
|
(13,129
|
)
|
|||||
Increase (decrease) in cash
|
10,574
|
|
|
4,464
|
|
|
(3,913
|
)
|
|
—
|
|
|
11,125
|
|
|||||
Cash at beginning of period
|
2,146
|
|
|
901
|
|
|
5,392
|
|
|
—
|
|
|
8,439
|
|
|||||
Cash at end of period
|
12,720
|
|
|
5,365
|
|
|
1,479
|
|
|
—
|
|
|
19,564
|
|
•
|
customer acceptance and timing of purchases of our new through-air-dried, or TAD, products and capacity;
|
•
|
competitive pricing pressures for our products, including as a result of increased capacity as additional manufacturing facilities are operated by our competitors;
|
•
|
manufacturing or operating disruptions, including equipment malfunction and damage to our manufacturing facilities caused by fire or weather-related events and IT system failures;
|
•
|
difficulties with the optimization and realization of the benefits expected from our new TAD paper machine and converting lines in Shelby, North Carolina;
|
•
|
the loss of business from a significant customer;
|
•
|
increased dependence on wood pulp;
|
•
|
changes in transportation costs and disruptions in transportation services;
|
•
|
changes in the cost and availability of wood fiber and wood pulp;
|
•
|
changes in costs for and availability of packaging supplies, chemicals, energy and maintenance and repairs;
|
•
|
changes in customer product preferences and competitors' product offerings;
|
•
|
our qualification to retain, or ability to utilize, tax credits associated with alternative fuels or cellulosic biofuels and the tax treatment associated with receipt of such credits;
|
•
|
environmental liabilities or expenditures;
|
•
|
changes in the U.S. and international economies and in general economic conditions in the regions and industries in which we operate;
|
•
|
increased supply and pricing pressures resulting from increasing Asian paper production capabilities;
|
•
|
changes in expenses and required contributions associated with our pension plans;
|
•
|
cyclical industry conditions;
|
•
|
reliance on a limited number of third-party suppliers for raw materials;
|
•
|
labor disruptions;
|
•
|
inability to successfully implement our expansion strategies;
|
•
|
inability to fund our debt obligations;
|
•
|
restrictions on our business from debt covenants and terms; and
|
•
|
changes in laws, regulations or industry standards affecting our business.
|
Operating costs
|
|||||||||||||
|
Three Months Ended September 30,
|
||||||||||||
(Dollars in thousands)
|
2013
|
|
2012
|
||||||||||
|
Cost
|
|
Percentage of
Cost of Sales
|
|
Cost
|
|
Percentage of
Cost of Sales
|
||||||
Purchased pulp
|
$
|
77,952
|
|
|
17.7
|
%
|
|
$
|
61,785
|
|
|
15.1
|
%
|
Chemicals
|
47,900
|
|
|
10.9
|
|
|
45,546
|
|
|
11.1
|
|
||
Transportation
1
|
46,049
|
|
|
10.4
|
|
|
43,348
|
|
|
10.6
|
|
||
Maintenance and repairs
2
|
33,840
|
|
|
7.7
|
|
|
20,597
|
|
|
5.0
|
|
||
Chips, sawdust and logs
|
32,614
|
|
|
7.4
|
|
|
40,856
|
|
|
10.0
|
|
||
Energy
|
31,431
|
|
|
7.1
|
|
|
27,658
|
|
|
6.7
|
|
||
Packaging supplies
|
26,885
|
|
|
6.1
|
|
|
20,644
|
|
|
5.0
|
|
||
Depreciation
|
19,915
|
|
|
4.5
|
|
|
16,852
|
|
|
4.2
|
|
||
|
$
|
316,586
|
|
|
71.8
|
%
|
|
$
|
277,286
|
|
|
67.7
|
%
|
|
|
|
|
|
|
|
|
||||||
|
Nine Months Ended September 30,
|
||||||||||||
(Dollars in thousands)
|
2013
|
|
2012
|
||||||||||
|
Cost
|
|
Percentage of
Cost of Sales |
|
Cost
|
|
Percentage of
Cost of Sales |
||||||
Purchased pulp
|
$
|
222,636
|
|
|
17.5
|
%
|
|
$
|
184,181
|
|
|
15.2
|
%
|
Chemicals
|
143,991
|
|
|
11.3
|
|
|
138,410
|
|
|
11.4
|
|
||
Transportation
1
|
137,308
|
|
|
10.8
|
|
|
126,859
|
|
|
10.5
|
|
||
Chips, sawdust and logs
|
105,368
|
|
|
8.3
|
|
|
124,777
|
|
|
10.3
|
|
||
Energy
|
94,737
|
|
|
7.5
|
|
|
81,013
|
|
|
6.7
|
|
||
Maintenance and repairs
2
|
77,575
|
|
|
6.1
|
|
|
77,706
|
|
|
6.4
|
|
||
Packaging supplies
|
77,360
|
|
|
6.1
|
|
|
63,981
|
|
|
5.3
|
|
||
Depreciation
|
60,457
|
|
|
4.8
|
|
|
51,405
|
|
|
4.2
|
|
||
|
$
|
919,432
|
|
|
72.4
|
%
|
|
$
|
848,332
|
|
|
70.0
|
%
|
1
|
Includes internal and external transportation costs.
|
2
|
Excluding related labor costs.
|
|
Three Months Ended September 30,
|
||||||||||||
(Dollars in thousands)
|
2013
|
|
2012
|
||||||||||
Net sales
|
$
|
487,845
|
|
|
100.0
|
%
|
|
$
|
480,233
|
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
(441,237
|
)
|
|
90.4
|
|
|
(409,822
|
)
|
|
85.3
|
|
||
Selling, general and administrative expenses
|
(27,766
|
)
|
|
5.7
|
|
|
(30,649
|
)
|
|
6.4
|
|
||
Total operating costs and expenses
|
(469,003
|
)
|
|
96.1
|
|
|
(440,471
|
)
|
|
91.7
|
|
||
Income from operations
|
18,842
|
|
|
3.9
|
|
|
39,762
|
|
|
8.3
|
|
||
Interest expense, net
|
(10,708
|
)
|
|
2.2
|
|
|
(7,900
|
)
|
|
1.6
|
|
||
Earnings before income taxes
|
8,134
|
|
|
1.7
|
|
|
31,862
|
|
|
6.6
|
|
||
Income tax benefit (provision)
|
5,183
|
|
|
1.1
|
|
|
(12,798
|
)
|
|
2.7
|
|
||
Net earnings
|
$
|
13,317
|
|
|
2.7
|
|
|
$
|
19,064
|
|
|
4.0
|
|
|
Three Months Ended
|
||||||
|
September 30,
|
||||||
(In thousands)
|
2013
|
|
2012
|
||||
Income tax benefit (provision)
|
$
|
5,183
|
|
|
$
|
(12,798
|
)
|
Special items, tax impact:
|
|
|
|
||||
Directors' equity-based compensation expense
|
(140
|
)
|
|
(783
|
)
|
||
Costs associated with announced Thomaston facility closure
|
(665
|
)
|
|
—
|
|
||
Discrete tax items related to settlement of uncertain tax positions
|
(4,659
|
)
|
|
—
|
|
||
Discrete tax items related to tax credit conversions
|
—
|
|
|
1,008
|
|
||
Discrete tax items related to additional CBPC
|
(3,495
|
)
|
|
—
|
|
||
Adjusted income tax provision
|
$
|
(3,776
|
)
|
|
$
|
(12,573
|
)
|
|
Three Months Ended
|
||||||
|
September 30,
|
||||||
(Dollars in thousands - except per ton amounts)
|
2013
|
|
2012
|
||||
Net sales
|
$
|
292,935
|
|
|
$
|
292,959
|
|
Operating income
|
13,445
|
|
|
18,453
|
|
||
Percent of net sales
|
4.6
|
%
|
|
6.3
|
%
|
||
|
|
|
|
||||
Shipments (short tons)
|
|
|
|
||||
Non-retail
|
61,222
|
|
|
64,731
|
|
||
Retail
|
72,427
|
|
|
74,117
|
|
||
Total tissue tons
|
133,649
|
|
|
138,848
|
|
||
Converted products cases (in thousands)
|
13,990
|
|
|
13,752
|
|
||
|
|
|
|
||||
Sales price (per short ton)
|
|
|
|
||||
Non-retail
|
$
|
1,504
|
|
|
$
|
1,450
|
|
Retail
|
2,773
|
|
|
2,687
|
|
||
Total tissue
|
$
|
2,192
|
|
|
$
|
2,110
|
|
|
Three Months Ended
|
||||||
|
September 30,
|
||||||
(Dollars in thousands - except per ton amounts)
|
2013
|
|
2012
|
||||
Net sales
|
$
|
194,910
|
|
|
$
|
187,274
|
|
Operating income
|
16,289
|
|
|
34,449
|
|
||
Percent of net sales
|
8.4
|
%
|
|
18.4
|
%
|
||
|
|
|
|
||||
Paperboard shipments (short tons)
|
199,408
|
|
|
195,097
|
|
||
Paperboard sales price (per short ton)
|
$
|
973
|
|
|
$
|
948
|
|
|
Nine Months Ended September 30,
|
||||||||||||
(Dollars in thousands)
|
2013
|
|
2012
|
||||||||||
Net sales
|
$
|
1,419,671
|
|
|
100.0
|
%
|
|
$
|
1,411,603
|
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
(1,269,967
|
)
|
|
89.5
|
|
|
(1,211,444
|
)
|
|
85.8
|
|
||
Selling, general and administrative expenses
|
(88,665
|
)
|
|
6.2
|
|
|
(90,252
|
)
|
|
6.4
|
|
||
Total operating costs and expenses
|
(1,358,632
|
)
|
|
95.7
|
|
|
(1,301,696
|
)
|
|
92.2
|
|
||
Income from operations
|
61,039
|
|
|
4.3
|
|
|
109,907
|
|
|
7.8
|
|
||
Interest expense, net
|
(32,784
|
)
|
|
2.3
|
|
|
(26,775
|
)
|
|
1.9
|
|
||
Debt retirement costs
|
(17,058
|
)
|
|
1.2
|
|
|
—
|
|
|
—
|
|
||
Earnings before income taxes
|
11,197
|
|
|
0.8
|
|
|
83,132
|
|
|
5.9
|
|
||
Income tax benefit (provision)
|
12,896
|
|
|
0.9
|
|
|
(38,853
|
)
|
|
2.8
|
|
||
Net earnings
|
$
|
24,093
|
|
|
1.7
|
|
|
$
|
44,279
|
|
|
3.1
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
(In thousands)
|
2013
|
|
2012
|
||||
Income tax benefit (provision)
|
$
|
12,896
|
|
|
$
|
(38,853
|
)
|
Special items, tax impact:
|
|
|
|
||||
Loss on sale of foam assets
|
—
|
|
|
(356
|
)
|
||
Expense associated with Metso litigation
|
—
|
|
|
(679
|
)
|
||
Debt retirement costs
|
(6,277
|
)
|
|
—
|
|
||
Directors' equity-based compensation expense
|
(983
|
)
|
|
(752
|
)
|
||
Costs associated with announced Thomaston facility closure
|
(1,118
|
)
|
|
—
|
|
||
Discrete tax items related to settlement of uncertain tax positions
|
(4,659
|
)
|
|
—
|
|
||
Discrete tax items related to tax credit conversions
|
(9,766
|
)
|
|
6,704
|
|
||
Discrete tax items related to additional CBPC
|
(3,495
|
)
|
|
—
|
|
||
Adjusted income tax provision
|
$
|
(13,402
|
)
|
|
$
|
(33,936
|
)
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
(Dollars in thousands - except per ton amounts)
|
2013
|
|
2012
|
||||
Net sales
|
$
|
867,545
|
|
|
$
|
853,911
|
|
Operating income
|
38,384
|
|
|
70,420
|
|
||
Percent of net sales
|
4.4
|
%
|
|
8.2
|
%
|
||
|
|
|
|
||||
Shipments (short tons)
|
|
|
|
||||
Non-retail
|
173,469
|
|
|
178,555
|
|
||
Retail
|
224,833
|
|
|
222,039
|
|
||
Total tissue tons
|
398,302
|
|
|
400,594
|
|
||
Converted products cases (in thousands)
|
41,792
|
|
|
40,374
|
|
||
|
|
|
|
||||
Sales price (per short ton)
|
|
|
|
||||
Non-retail
|
$
|
1,472
|
|
|
$
|
1,468
|
|
Retail
|
2,723
|
|
|
2,666
|
|
||
Total tissue
|
$
|
2,178
|
|
|
$
|
2,132
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
(Dollars in thousands - except per ton amounts)
|
2013
|
|
2012
|
||||
Net sales
|
$
|
552,126
|
|
|
$
|
557,692
|
|
Operating income
|
58,614
|
|
|
78,108
|
|
||
Percent of net sales
|
10.6
|
%
|
|
14.0
|
%
|
||
|
|
|
|
||||
Paperboard shipments (short tons)
|
576,276
|
|
|
570,580
|
|
||
Paperboard sales price (per short ton)
|
$
|
952
|
|
|
$
|
964
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
(In thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net earnings
|
$
|
13,317
|
|
|
$
|
19,064
|
|
|
$
|
24,093
|
|
|
$
|
44,279
|
|
Interest expense, net
1
|
10,708
|
|
|
7,900
|
|
|
49,842
|
|
|
26,775
|
|
||||
Income tax (benefit) provision
|
(5,183
|
)
|
|
12,798
|
|
|
(12,896
|
)
|
|
38,853
|
|
||||
Depreciation and amortization expense
|
22,180
|
|
|
19,199
|
|
|
67,584
|
|
|
58,477
|
|
||||
EBITDA
|
$
|
41,022
|
|
|
$
|
58,961
|
|
|
$
|
128,623
|
|
|
$
|
168,384
|
|
Directors' equity-based compensation expense
|
361
|
|
|
1,801
|
|
|
2,692
|
|
|
1,706
|
|
||||
Costs associated with announced Thomaston facility closure
|
1,717
|
|
|
—
|
|
|
2,913
|
|
|
—
|
|
||||
Expense associated with Metso litigation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,948
|
|
||||
Loss on sale of foam assets
|
—
|
|
|
—
|
|
|
—
|
|
|
1,014
|
|
||||
Adjusted EBITDA
|
$
|
43,100
|
|
|
$
|
60,762
|
|
|
$
|
134,228
|
|
|
$
|
173,052
|
|
1
|
Interest expense, net for the
nine
months ended
September 30, 2013
includes debt retirement costs of $17.1 million.
|
(In thousands)
|
2013
|
|
2012
|
||||
Net cash provided by operating activities
|
$
|
91,540
|
|
|
$
|
160,583
|
|
Net cash used for investing activities
|
(123,400
|
)
|
|
(136,329
|
)
|
||
Net cash provided by (used for) financing activities
|
40,210
|
|
|
(13,129
|
)
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
Less
Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
Long-term debt
|
|
$
|
650,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
650,000
|
|
Interest on long-term debt
|
|
264,512
|
|
|
39,093
|
|
|
78,186
|
|
|
78,186
|
|
|
69,047
|
|
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
650,000
|
|
|
$
|
650,000
|
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
6.01
|
%
|
|
6.01
|
%
|
|||||||
Fair value at September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
651,550
|
|
ITEM 4.
|
|
Controls and Procedures
|
ITEM 1.
|
|
Legal Proceedings
|
ITEM 1A.
|
|
Risk Factors
|
ITEM 2.
|
|
Unregistered Sales of Equity Securities and Uses of Proceeds
|
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
|
||||||
July 1, 2013 to July 31, 2013
|
70,861
|
|
|
$
|
49.27
|
|
|
70,861
|
|
|
$
|
45,690
|
|
August 1, 2013 to August 31, 2013
|
54,696
|
|
|
$
|
48.39
|
|
|
54,696
|
|
|
$
|
43,043
|
|
September 1, 2013 to September 30, 2013
|
414,654
|
|
|
$
|
45.40
|
|
|
414,654
|
|
|
$
|
24,218
|
|
Total
|
540,211
|
|
|
$
|
46.21
|
|
|
540,211
|
|
|
|
ITEM 6.
|
|
Exhibits
|
|
The exhibit index is located on page
39
of this Form 10-Q.
|
|
|
|
|
|
|
|
|
CLEARWATER PAPER CORPORATION
|
|
|
|
|
|
(Registrant)
|
|
|
|
||
|
|
|
|
|
Date: October 31, 2013
|
|
By
|
/s/ JOHN D. HERTZ
|
|
|
|
|
|
John D. Hertz
|
|
|
|
|
Senior Vice President, Finance and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Duly Authorized Officer; Principal
|
|
|
|
|
Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
Date: October 31, 2013
|
|
By
|
/s/ JOHNATHAN D. HUNTER
|
|
|
|
|
|
Johnathan D. Hunter
|
|
|
|
|
Vice President, Corporate Controller
|
|
|
|
|
(Duly Authorized Officer; Principal
|
|
|
|
|
Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
(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.
|
|
|
|
10.16(i)
1
|
|
Amendment to the Clearwater Paper Corporation Benefits Protection Trust Agreement.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
*
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibit 32 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
|
|
|
1
|
Management contract or compensatory plan, contract or arrangement.
|
A.
|
Whereas the Corporation has adopted the nonqualified deferred compensation plans, programs and policies and has entered into the contracts which are listed on Schedule 1 (collectively, the “
Plans
”) of the Trust; and
|
B.
|
The parties now desire to amend and restate Schedule 1 of the Trust.
|
1.
|
The attached Schedule 1 “The Plans” is amended and restated in its entirety.
|
2.
|
No Further Modification. All other provisions of the Agreement will be unaffected by this Amendment and shall remain in full force and effect. The defined terms used in the Agreement have the same meanings when used in this Amendment unless otherwise indicated.
|
CLEARWATER PAPER CORPORATION
|
/
S
/ JACKSON LYNCH
|
Jackson Lynch
|
Senior Vice President, Human Resources
|
U.S. BANK NATIONAL ASSOCIATION
|
/
S
/ JENNIFER HOGABOOM
|
Jennifer Hogaboom
|
Vice President
|
*
|
The contributions made to the Trust Fund by the Corporation with respect to Directed Investment Accounts under the Management Deferred Compensation Plan shall be held in separate sub-accounts and the provisions of Section 3 shall apply separately to such sub-accounts.
|
|
|
**
|
The contributions made to the Trust Fund by the Corporation with respect to the Salaried Severance Plan shall be held in a separate sub-account and the provisions of Section 3 shall apply separately to such sub-account.
|
1.
|
I have reviewed this report on Form 10-Q 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: October 31, 2013
|
|
|
|
/
S
/ LINDA K. MASSMAN
|
|
|
|
|
Linda K. Massman
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q 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: October 31, 2013
|
|
|
|
/s/ JOHN D. HERTZ
|
|
|
|
|
John D. Hertz
|
|
|
|
|
Senior Vice President, Finance and Chief Financial Officer
|
(1)
|
the Quarterly Report of the Company on Form 10-Q for the period ended
September 30, 2013
, 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
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/
S
/ LINDA K. MASSMAN
|
Linda K. Massman
|
President and Chief Executive Officer
|
October 31, 2013
|
(1)
|
the Quarterly Report of the Company on Form 10-Q for the period ended
September 30, 2013
, 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
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ JOHN D. HERTZ
|
John D. Hertz
|
Senior Vice President, Finance and Chief Financial Officer
|
October 31, 2013
|