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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ITEM 8.
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Financial Statements and Supplementary Data
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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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customer acceptance and timing of purchases of our new through-air-dried, or TAD, products and quantity;
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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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difficulties with the optimization and realization of the benefits expected from our new TAD paper machine and converting lines in Shelby, North Carolina;
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▪
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the loss of business from a significant customer;
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▪
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manufacturing or operating disruptions, including equipment malfunction and damage to our manufacturing facilities caused by fire or weather-related events and IT system failures;
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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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changes in transportation costs and disruptions in transportation services;
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▪
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labor disruptions;
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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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changes in customer product preferences and competitors' product offerings;
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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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environmental liabilities or expenditures;
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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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increased supply and pricing pressures resulting from increasing Asian paper production capabilities;
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▪
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cyclical industry conditions;
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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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inability to successfully implement our expansion strategies;
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▪
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inability to fund our debt obligations;
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▪
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restrictions on our business from debt covenants and terms;
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▪
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changes in laws, regulations or industry standards affecting our business; and
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▪
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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.
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ITEM 1.
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Business
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▪
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Grow Our Consumer Products Business.
Our long-term strategy has been to grow within the private label tissue market. As part of this strategy, we expanded our tissue manufacturing footprint through the acquisition of Cellu Tissue in 2010 and the construction of additional converting and TAD paper making capacity. Most notably, our North Carolina facility has been the cornerstone of our strategy to expand our TAD tissue operations in the Eastern U.S. With our broad manufacturing footprint now in place, we plan to continue to capitalize on our position as one of the largest premium private label tissue producers in North America by taking advantage of the attractive tissue market and the increasing adoption of store brand products by retailers and their customers.
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▪
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Optimize Our Consumer Products Business.
We intend to continue optimizing the strategic and financial benefits of our broad-based manufacturing operations by improving our operational integration and enhancing our manufacturing facilities. Improving our operational integration allows us to better serve existing private label grocery customers by providing them the full spectrum of consumer tissue products across the U.S., and provides us with the capability to continue to expand further into grocery stores as well as other private label distribution channels, including drug stores, mass merchants and discount stores. Optimizing our manufacturing facilities includes the implementation of cost savings programs as well as consolidating converting such as our recent closure of the Thomaston, Georgia facility and strategic redeployment of its converting lines to other of our facilities.
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▪
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Optimize Our Pulp and Paperboard Business.
We intend to continue improving our operational efficiency, and product quality and mix of customers to which we sell our paperboard products, as well as controlling our raw material and energy costs. We have implemented cost saving programs that are based primarily on lean manufacturing and cost optimization initiatives. Our cost saving programs include the implementation of 18 to 24 month (versus the previous 12 to 18 month) major maintenance cycles at our Lewiston and Cypress Bend facilities, as well as the strengthening of our wood fiber supply chain through the acquisition of a wood chipping facility near our Lewiston facility.
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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, 2014
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Consumer Products Division and Pulp
& Paperboard Division-Lewiston, Idaho |
United Steel Workers (USW)
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1,000
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August 31, 2014
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Consumer Products Division and Pulp
& Paperboard Division-Lewiston, Idaho |
International Brotherhood of
Electrical Workers (IBEW) |
55
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October 31, 2014
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Consumer Products Division-
Natural Dam, New York |
United Steel Workers (USW)
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75
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December 13, 2014
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Consumer Products Division-
Menominee, Michigan |
United Steel Workers (USW)
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95
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ITEM 1A.
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Risk Factors
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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
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PRODUCTION
1
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CONSUMER PRODUCTS
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Tissue manufacturing facilities:
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East Hartford, Connecticut
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Tissue
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Owned
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36,000
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tons
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32,000
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tons
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Gouverneur, New York
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Tissue
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Owned
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39,000
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tons
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39,000
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tons
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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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52,000
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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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35,000
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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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185,000
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tons
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Menominee, Michigan
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Machine-glazed tissue
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Owned
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36,000
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tons
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34,000
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tons
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Neenah, Wisconsin
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Tissue
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Owned
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84,000
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tons
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80,000
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tons
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Shelby, North Carolina
3
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TAD tissue
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Owned/Leased
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70,000
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tons
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54,000
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tons
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St. Catharines, Ontario
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TAD tissue
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Owned
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20,000
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tons
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22,000
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tons
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Machine-glazed tissue
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23,000
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tons
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23,000
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tons
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Wiggins, Mississippi
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Tissue
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Owned
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29,000
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tons
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29,000
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tons
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Machine-glazed tissue
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33,000
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tons
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33,000
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tons
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654,000
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tons
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618,000
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tons
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Tissue converting facilities:
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Central Islip, New York
2
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Tissue converting
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Leased
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38,000
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tons
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29,000
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tons
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Elwood, Illinois
2
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Tissue converting
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Leased
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68,000
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tons
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58,000
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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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61,000
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tons
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52,000
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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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95,000
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tons
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72,000
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tons
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Menominee, Michigan
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Machine-glazed tissue converting
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Owned
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27,000
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tons
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6,000
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tons
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Neenah, Wisconsin
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Tissue converting
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Owned
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99,000
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tons
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63,000
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tons
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Oklahoma City, Oklahoma
2
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Tissue converting
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Leased
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29,000
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tons
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15,000
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tons
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Shelby, North Carolina
3
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Tissue converting
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Owned/Leased
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62,000
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tons
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37,000
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tons
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Thomaston, Georgia
2, 4
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Tissue converting
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Leased
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—
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tons
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12,000
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tons
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479,000
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tons
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344,000
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|
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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316,000
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tons
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291,000
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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
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|
tons
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526,000
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|
tons
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|
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856,000
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tons
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817,000
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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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343,000
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tons
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325,000
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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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445,000
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|
tons
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441,000
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|
tons
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|
|
|
|
|
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788,000
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|
tons
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766,000
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|
tons
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CORPORATE
|
|
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|
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Alpharetta, Georgia
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Operations and administration
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Owned/Leased
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N/A
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N/A
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Spokane, Washington
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Corporate headquarters
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Leased
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N/A
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N/A
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1
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Production amounts are approximations for full year
2013
.
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2
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The buildings located at these facilities are leased by Clearwater Paper or a subsidiary, and the operating equipment located within the building is owned by Clearwater Paper or a subsidiary.
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3
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In December 2012, our new TAD tissue machine in North Carolina began producing tissue. In addition to two converting lines installed in 2011, and two more converting lines installed in 2012, at our North Carolina location, two more tissue converting lines at that site became operational during 2013.
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4
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On March 6, 2013, we announced the planned permanent closure of our Thomaston, Georgia converting and distribution facility. As of December 31, 2013, all converting lines have been relocated and installed at our other facilities. As a result, the capacity from our Thomaston facility has been reallocated accordingly.
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ITEM 3.
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|
Legal Proceedings
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|
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Common Stock Price
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||||||
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High
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|
Low
|
||||
Year Ended December 31, 2013:
|
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||||
Fourth Quarter
|
|
$
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53.91
|
|
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$
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47.15
|
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Third Quarter
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50.40
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|
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45.13
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||
Second Quarter
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52.47
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|
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44.64
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First Quarter
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53.01
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|
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38.94
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Year Ended December 31, 2012:
|
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||||
Fourth Quarter
|
|
$
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42.79
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|
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$
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37.33
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Third Quarter
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41.98
|
|
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33.37
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Second Quarter
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34.79
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|
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29.84
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First Quarter
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40.19
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|
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32.51
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Period
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Total
Number of
Shares
Purchased
|
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Average
Price Paid per
Share
|
|
Total
Number of
Shares
Purchased as
Part of Publicly
Announced
Program
|
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Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the
Program
|
||||||
October 1, 2013 to October 31, 2013
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494,760
|
|
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$
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48.95
|
|
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494,760
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|
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$
|
—
|
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November 1, 2013 to November 30, 2013
|
—
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|
|
$
|
—
|
|
|
—
|
|
|
$
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—
|
|
December 1, 2013 to December 31, 2013
|
—
|
|
|
$
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—
|
|
|
—
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|
|
$
|
—
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Total
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494,760
|
|
|
$
|
48.95
|
|
|
494,760
|
|
|
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ITEM 6.
|
|
Selected Financial Data
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(In thousands, except
earnings per share amounts)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Net sales
|
|
$
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1,889,830
|
|
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$
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1,874,304
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|
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$
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1,927,973
|
|
|
$
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1,372,965
|
|
|
$
|
1,250,069
|
|
Income from operations
1
|
|
99,328
|
|
|
145,387
|
|
|
115,445
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|
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98,767
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|
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297,440
|
|
|||||
Net earnings
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|
106,955
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|
|
64,131
|
|
|
39,674
|
|
|
73,800
|
|
|
182,464
|
|
|||||
Working capital
2
|
|
375,975
|
|
|
293,733
|
|
|
390,839
|
|
|
394,346
|
|
|
452,583
|
|
|||||
Long-term debt, net of current portion
|
|
650,000
|
|
|
523,933
|
|
|
523,694
|
|
|
538,314
|
|
|
148,285
|
|
|||||
Stockholders’ equity
|
|
605,094
|
|
|
540,894
|
|
|
484,904
|
|
|
468,349
|
|
|
363,736
|
|
|||||
Capital expenditures
3
|
|
86,508
|
|
|
207,115
|
|
|
137,743
|
|
|
47,033
|
|
|
19,328
|
|
|||||
Property, plant and equipment, net
|
|
884,698
|
|
|
877,377
|
|
|
735,566
|
|
|
654,456
|
|
|
364,024
|
|
|||||
Total assets
|
|
1,744,825
|
|
|
1,633,456
|
|
|
1,571,318
|
|
|
1,545,336
|
|
|
947,463
|
|
|||||
Basic net earnings per common share
|
|
$
|
4.84
|
|
|
$
|
2.75
|
|
|
$
|
1.73
|
|
|
$
|
3.22
|
|
|
$
|
8.03
|
|
Basic average common shares outstanding
|
|
22,081
|
|
|
23,299
|
|
|
22,914
|
|
|
22,947
|
|
|
22,721
|
|
|||||
Diluted net earnings per common share
|
|
$
|
4.80
|
|
|
$
|
2.72
|
|
|
$
|
1.66
|
|
|
$
|
3.12
|
|
|
$
|
7.75
|
|
Diluted average common shares outstanding
|
|
22,264
|
|
|
23,614
|
|
|
23,952
|
|
|
23,670
|
|
|
23,540
|
|
1
|
Income from operations for the year ended December 31, 2009, included $170.6 million associated with the Alternative Fuel Mixture Tax Credit.
|
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, 2011 and 2010 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, machine-glazed tissue 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
2013
, our Consumer Products segment had net sales of
$1.1 billion
, representing approximately
61%
of our total net sales.
|
•
|
Our Pulp and Paperboard segment manufactures and markets bleached paperboard for the high-end segment of the packaging industry and is a leading producer of solid bleach sulfate paperboard. This segment also produces hardwood and softwood pulp, which is primarily used as the basis for our paperboard products, and slush pulp, which it supplies to our Consumer Products segment. In
2013
, our Pulp and Paperboard segment had net sales of
$740.1 million
, representing approximately
39%
of our total net sales.
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
(Dollars in thousands)
|
|
Cost
|
|
Percentage of
Cost of Sales
|
|
Cost
|
|
Percentage of
Cost of Sales
|
|
Cost
|
|
Percentage of
Cost of Sales
|
|||||||||
Purchased pulp
|
|
$
|
294,911
|
|
|
17.6
|
%
|
|
$
|
242,921
|
|
|
15.1
|
%
|
|
$
|
291,595
|
|
|
17.1
|
%
|
Chemicals
|
|
191,473
|
|
|
11.5
|
|
|
183,606
|
|
|
11.5
|
|
|
174,660
|
|
|
10.3
|
|
|||
Transportation
1
|
|
180,188
|
|
|
10.8
|
|
|
171,114
|
|
|
10.6
|
|
|
185,329
|
|
|
10.9
|
|
|||
Chips, sawdust and logs
|
|
139,456
|
|
|
8.3
|
|
|
162,904
|
|
|
10.1
|
|
|
196,017
|
|
|
11.5
|
|
|||
Energy
|
|
126,687
|
|
|
7.6
|
|
|
109,592
|
|
|
6.8
|
|
|
130,179
|
|
|
7.6
|
|
|||
Packaging supplies
|
|
103,286
|
|
|
6.2
|
|
|
86,282
|
|
|
5.4
|
|
|
94,926
|
|
|
5.6
|
|
|||
Maintenance and repairs
2
|
|
97,006
|
|
|
5.8
|
|
|
98,217
|
|
|
6.1
|
|
|
99,775
|
|
|
5.9
|
|
|||
Depreciation
|
|
80,758
|
|
|
4.8
|
|
|
69,880
|
|
|
4.3
|
|
|
70,564
|
|
|
4.1
|
|
|||
|
|
$
|
1,213,765
|
|
|
72.6
|
%
|
|
$
|
1,124,516
|
|
|
69.9
|
%
|
|
$
|
1,243,045
|
|
|
73.0
|
%
|
1
|
Includes internal and external transportation costs.
|
2
|
Excluding related labor costs.
|
|
|
Years Ended December 31,
|
||||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||||||||
Net sales
|
|
$
|
1,889,830
|
|
|
100.0
|
%
|
|
$
|
1,874,304
|
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(1,671,371
|
)
|
|
88.4
|
|
|
(1,607,872
|
)
|
|
85.8
|
|
||
Selling, general and administrative expenses
|
|
(119,131
|
)
|
|
6.3
|
|
|
(121,045
|
)
|
|
6.5
|
|
||
Total operating costs and expenses
|
|
(1,790,502
|
)
|
|
94.7
|
|
|
(1,728,917
|
)
|
|
92.2
|
|
||
Income from operations
|
|
99,328
|
|
|
5.3
|
|
|
145,387
|
|
|
7.8
|
|
||
Interest expense, net
|
|
(44,036
|
)
|
|
2.3
|
|
|
(33,796
|
)
|
|
1.8
|
|
||
Debt retirement costs
|
|
(17,058
|
)
|
|
0.9
|
|
|
—
|
|
|
—
|
|
||
Earnings before income taxes
|
|
38,234
|
|
|
2.0
|
|
|
111,591
|
|
|
6.0
|
|
||
Income tax benefit (provision)
|
|
68,721
|
|
|
3.6
|
|
|
(47,460
|
)
|
|
2.5
|
|
||
Net earnings
|
|
$
|
106,955
|
|
|
5.7
|
%
|
|
$
|
64,131
|
|
|
3.4
|
%
|
|
Years Ended December 31,
|
||||||
(In thousands)
|
2013
|
|
2012
|
||||
Income tax benefit (provision)
|
$
|
68,721
|
|
|
$
|
(47,460
|
)
|
Special items, tax impact:
|
|
|
|
||||
Discrete tax items related to settlement of uncertain tax positions
|
(67,457
|
)
|
|
—
|
|
||
Discrete tax items related to tax credit conversions
|
(9,832
|
)
|
|
6,398
|
|
||
Debt retirement costs
|
(6,277
|
)
|
|
—
|
|
||
Discrete tax items related to additional CBPC
|
(3,495
|
)
|
|
—
|
|
||
Costs associated with Thomaston facility closure
|
(2,033
|
)
|
|
—
|
|
||
Directors' equity-based compensation expense
|
(1,399
|
)
|
|
(609
|
)
|
||
Loss on sale of foam assets
|
—
|
|
|
(356
|
)
|
||
Expense associated with Metso litigation
|
—
|
|
|
(709
|
)
|
||
Adjusted income tax provision
|
$
|
(21,772
|
)
|
|
$
|
(42,736
|
)
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands - except per ton amounts)
|
2013
|
|
2012
|
||||
Net sales
|
$
|
1,149,692
|
|
|
$
|
1,134,556
|
|
Operating income
|
52,799
|
|
|
93,347
|
|
||
Percent of net sales
|
4.6
|
%
|
|
8.2
|
%
|
||
|
|
|
|
||||
Shipments (short tons)
|
|
|
|
||||
Non-retail
|
231,243
|
|
|
237,655
|
|
||
Retail
|
295,529
|
|
|
293,672
|
|
||
Total tissue tons
|
526,772
|
|
|
531,327
|
|
||
Converted products cases (in thousands)
|
55,135
|
|
|
53,675
|
|
||
|
|
|
|
||||
Sales price (per short ton)
|
|
|
|
||||
Non-retail
|
$
|
1,470
|
|
|
$
|
1,466
|
|
Retail
|
2,740
|
|
|
2,674
|
|
||
Total tissue
|
$
|
2,183
|
|
|
$
|
2,134
|
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands - except per ton amounts)
|
2013
|
|
2012
|
||||
Net sales
|
$
|
740,138
|
|
|
$
|
739,748
|
|
Operating income
|
95,781
|
|
|
103,910
|
|
||
Percent of net sales
|
12.9
|
%
|
|
14.0
|
%
|
||
|
|
|
|
||||
Paperboard shipments (short tons)
|
765,052
|
|
|
760,919
|
|
||
Paperboard sales price (per short ton)
|
$
|
958
|
|
|
$
|
956
|
|
|
|
Years Ended December 31,
|
||||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
||||||||||
Net sales
|
|
$
|
1,874,304
|
|
|
100.0
|
%
|
|
$
|
1,927,973
|
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(1,607,872
|
)
|
|
85.8
|
|
|
(1,702,530
|
)
|
|
88.3
|
|
||
Selling, general and administrative expenses
|
|
(121,045
|
)
|
|
6.5
|
|
|
(109,998
|
)
|
|
5.7
|
|
||
Total operating costs and expenses
|
|
(1,728,917
|
)
|
|
92.2
|
|
|
(1,812,528
|
)
|
|
94.0
|
|
||
Income from operations
|
|
145,387
|
|
|
7.8
|
|
|
115,445
|
|
|
6.0
|
|
||
Interest expense, net
|
|
(33,796
|
)
|
|
1.8
|
|
|
(44,809
|
)
|
|
2.3
|
|
||
Other, net
|
|
—
|
|
|
—
|
|
|
284
|
|
|
—
|
|
||
Earnings before income taxes
|
|
111,591
|
|
|
6.0
|
|
|
70,920
|
|
|
3.7
|
|
||
Income tax provision
|
|
(47,460
|
)
|
|
2.5
|
|
|
(31,246
|
)
|
|
1.6
|
|
||
Net earnings
|
|
$
|
64,131
|
|
|
3.4
|
|
|
$
|
39,674
|
|
|
2.1
|
|
|
Years Ended December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
Income tax provision
|
$
|
(47,460
|
)
|
|
$
|
(31,246
|
)
|
Special items, tax impact:
|
|
|
|
||||
Discrete tax items related to tax credit conversions
|
6,398
|
|
|
96
|
|
||
Expense associated with Metso litigation
|
(709
|
)
|
|
—
|
|
||
Directors' equity-based compensation expense
|
(609
|
)
|
|
(651
|
)
|
||
Loss on sale of foam assets
|
(356
|
)
|
|
—
|
|
||
Discrete tax items related to settlement of uncertain tax positions
|
—
|
|
|
2,610
|
|
||
Lewiston, Idaho sawmill sale related adjustments
|
—
|
|
|
(1,271
|
)
|
||
Adjusted income tax provision
|
$
|
(42,736
|
)
|
|
$
|
(30,462
|
)
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands - except per ton amounts)
|
2012
|
|
2011
|
||||
Net sales
|
$
|
1,134,556
|
|
|
$
|
1,092,133
|
|
Operating income
|
93,347
|
|
|
42,806
|
|
||
Percent of net sales
|
8.2
|
%
|
|
3.9
|
%
|
||
|
|
|
|
||||
Shipments (short tons)
|
|
|
|
||||
Non-retail
|
237,655
|
|
|
216,109
|
|
||
Retail
|
293,672
|
|
|
299,410
|
|
||
Total tissue tons
|
531,327
|
|
|
515,519
|
|
||
Converted products cases (in thousands)
|
53,675
|
|
|
49,865
|
|
||
|
|
|
|
||||
Sales price (per short ton)
|
|
|
|
||||
Non-retail
|
$
|
1,466
|
|
|
$
|
1,484
|
|
Retail
|
2,674
|
|
|
2,577
|
|
||
Total tissue
|
$
|
2,134
|
|
|
$
|
2,119
|
|
|
Years Ended December 31,
|
||||||
(Dollars in thousands - except per ton amounts)
|
2012
|
|
2011
|
||||
Net sales
|
$
|
739,748
|
|
|
$
|
835,840
|
|
Operating income
|
103,910
|
|
|
92,827
|
|
||
Percent of net sales
|
14.0
|
%
|
|
11.1
|
%
|
||
|
|
|
|
||||
Paperboard shipments (short tons)
|
760,919
|
|
|
743,845
|
|
||
Paperboard sales price (per short ton)
|
$
|
956
|
|
|
$
|
976
|
|
▪
|
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)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net earnings
|
|
$
|
106,955
|
|
|
$
|
64,131
|
|
|
$
|
39,674
|
|
Interest expense, net
1
|
|
61,094
|
|
|
33,796
|
|
|
44,809
|
|
|||
Income tax (benefit) provision
|
|
(68,721
|
)
|
|
47,460
|
|
|
31,246
|
|
|||
Depreciation and amortization expense
|
|
90,272
|
|
|
79,333
|
|
|
76,933
|
|
|||
EBITDA
|
|
$
|
189,600
|
|
|
$
|
224,720
|
|
|
$
|
192,662
|
|
Directors' equity-based compensation expense
|
|
4,084
|
|
|
1,369
|
|
|
1,476
|
|
|||
Costs associated with Thomaston facility closure
|
|
5,977
|
|
|
—
|
|
|
—
|
|
|||
Expense associated with Metso litigation
|
|
—
|
|
|
2,019
|
|
|
—
|
|
|||
Loss on sale of foam assets
|
|
—
|
|
|
1,014
|
|
|
—
|
|
|||
Lewiston, Idaho sawmill sale related adjustments
2
|
|
—
|
|
|
—
|
|
|
2,883
|
|
|||
Adjusted EBITDA
|
|
$
|
199,661
|
|
|
$
|
229,122
|
|
|
$
|
197,021
|
|
1
|
Interest expense, net for the year ended
December 31, 2013
includes debt retirement costs of $17.1 million.
|
2
|
The total impact of the sawmill sale and related adjustments on the Pulp and Paperboard segment was $15.4 million of expense. The net impact to the company was $2.9 million of net expense in 2011 primarily due to offsetting LIFO inventory liquidation and other adjustments recorded at the corporate level.
|
|
|
Years Ended December 31,
|
||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash flows from operating activities
|
|
$
|
136,357
|
|
|
$
|
198,693
|
|
|
$
|
68,395
|
|
Net cash flows from investing activities
|
|
(140,593
|
)
|
|
(177,004
|
)
|
|
(50,149
|
)
|
|||
Net cash flows from financing activities
|
|
15,332
|
|
|
(17,549
|
)
|
|
(29,096
|
)
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
Less
Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
Long-term debt
1
|
|
$
|
650,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
375,000
|
|
|
$
|
275,000
|
|
Interest on long-term debt
1
|
|
251,158
|
|
|
39,094
|
|
|
78,188
|
|
|
78,188
|
|
|
55,688
|
|
|||||
Capital leases
2
|
|
47,136
|
|
|
2,375
|
|
|
4,886
|
|
|
5,073
|
|
|
34,802
|
|
|||||
Operating leases
2
|
|
65,258
|
|
|
17,335
|
|
|
22,749
|
|
|
14,696
|
|
|
10,478
|
|
|||||
Purchase obligations
3
|
|
433,962
|
|
|
369,309
|
|
|
61,667
|
|
|
2,986
|
|
|
—
|
|
|||||
Other obligations
4,5
|
|
251,904
|
|
|
116,386
|
|
|
39,448
|
|
|
23,969
|
|
|
72,101
|
|
|||||
Total
|
|
$
|
1,699,418
|
|
|
$
|
544,499
|
|
|
$
|
206,938
|
|
|
$
|
499,912
|
|
|
$
|
448,069
|
|
1
|
Included above are the principal and interest payments that were due on our 2010 and 2013 Notes, which were outstanding as of December 31, 2013. For more information regarding specific terms of our long-term debt, see the discussion under the heading “Debt Arrangements,” and Note 9, “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 16, “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, 2013
, 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, 2013
, liabilities associated with supplemental pension and deferred compensation arrangements, and estimated payments on qualified pension and postretirement employee benefit plans. Since pension contributions are determined by factors that are subject to change each year, estimated payments on qualified pension plans included above are only for years 1-5 and are based on current estimates of minimum required contributions.
|
5
|
Total excludes
$2.7 million
of unrecognized tax benefits due to the uncertainty of timing of payment. See Note 7, “Income Taxes,” in the notes to the consolidated financial statements.
|
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||
(Dollars in thousands)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
375,000
|
|
|
$
|
275,000
|
|
|
$
|
650,000
|
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
7.125
|
%
|
|
4.500
|
%
|
|
6.014
|
%
|
|||||||
Fair value at December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
651,313
|
|
ITEM 8.
|
|
Financial Statements and Supplementary Data
|
|
|
|
PAGE
NUMBER
|
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011
|
|
Consolidated Balance Sheets at December 31, 2013 and 2012
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011
|
|
Notes to Consolidated Financial Statements
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
|
Financial Statement Schedules:
|
|
All schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements, including the notes thereto.
|
|
|
|
For The Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
|
$
|
1,889,830
|
|
|
$
|
1,874,304
|
|
|
$
|
1,927,973
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(1,671,371
|
)
|
|
(1,607,872
|
)
|
|
(1,702,530
|
)
|
|||
Selling, general and administrative expenses
|
|
(119,131
|
)
|
|
(121,045
|
)
|
|
(109,998
|
)
|
|||
Total operating costs and expenses
|
|
(1,790,502
|
)
|
|
(1,728,917
|
)
|
|
(1,812,528
|
)
|
|||
Income from operations
|
|
99,328
|
|
|
145,387
|
|
|
115,445
|
|
|||
Interest expense, net
|
|
(44,036
|
)
|
|
(33,796
|
)
|
|
(44,809
|
)
|
|||
Debt retirement costs
|
|
(17,058
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
—
|
|
|
—
|
|
|
284
|
|
|||
Earnings before income taxes
|
|
38,234
|
|
|
111,591
|
|
|
70,920
|
|
|||
Income tax benefit (provision)
|
|
68,721
|
|
|
(47,460
|
)
|
|
(31,246
|
)
|
|||
Net earnings
|
|
$
|
106,955
|
|
|
$
|
64,131
|
|
|
$
|
39,674
|
|
Net earnings per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
4.84
|
|
|
$
|
2.75
|
|
|
$
|
1.73
|
|
Diluted
|
|
4.80
|
|
|
2.72
|
|
|
1.66
|
|
|
|
For The Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net earnings
|
|
$
|
106,955
|
|
|
$
|
64,131
|
|
|
$
|
39,674
|
|
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 $32,346, $(6,359), and $(15,830)
|
|
51,262
|
|
|
(9,780
|
)
|
|
(21,942
|
)
|
|||
Curtailments, net of tax of $298, $188 and $1,163
|
|
471
|
|
|
289
|
|
|
1,613
|
|
|||
Prior service (cost) credit arising during the period, net of tax of $(1,976), $2,079 and $ -
|
|
(3,130
|
)
|
|
3,199
|
|
|
—
|
|
|||
Amortization of actuarial loss included in net periodic cost,
net of tax of $5,742, $4,761, and $3,513
|
|
9,098
|
|
|
7,324
|
|
|
4,869
|
|
|||
Amortization of prior service credit included in net
periodic cost, net of tax of $(64), $(806), and $(252)
|
|
(101
|
)
|
|
(1,240
|
)
|
|
(350
|
)
|
|||
Amortization of deferred taxes related to actuarial gain on other
postretirement employee benefit obligations
|
|
—
|
|
|
(220
|
)
|
|
(229
|
)
|
|||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
(874
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
57,600
|
|
|
(428
|
)
|
|
(16,913
|
)
|
|||
Comprehensive income
|
|
$
|
164,555
|
|
|
$
|
63,703
|
|
|
$
|
22,761
|
|
|
|
At December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash
|
|
$
|
23,675
|
|
|
$
|
12,579
|
|
Restricted cash
|
|
1,500
|
|
|
—
|
|
||
Short-term investments
|
|
70,000
|
|
|
20,000
|
|
||
Receivables, net
|
|
158,874
|
|
|
154,143
|
|
||
Taxes receivable
|
|
10,503
|
|
|
20,828
|
|
||
Inventories
|
|
267,788
|
|
|
231,466
|
|
||
Deferred tax assets
|
|
37,538
|
|
|
17,136
|
|
||
Prepaid expenses
|
|
5,523
|
|
|
12,314
|
|
||
Total current assets
|
|
575,401
|
|
|
468,466
|
|
||
Property, plant and equipment, net
|
|
884,698
|
|
|
877,377
|
|
||
Goodwill
|
|
229,533
|
|
|
229,533
|
|
||
Intangible assets, net
|
|
40,778
|
|
|
47,753
|
|
||
Pension assets
|
|
4,488
|
|
|
—
|
|
||
Other assets, net
|
|
9,927
|
|
|
10,327
|
|
||
TOTAL ASSETS
|
|
$
|
1,744,825
|
|
|
$
|
1,633,456
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
190,648
|
|
|
$
|
165,596
|
|
Current liability for pensions and other postretirement employee benefits
|
|
8,778
|
|
|
9,137
|
|
||
Total current liabilities
|
|
199,426
|
|
|
174,733
|
|
||
Long-term debt
|
|
650,000
|
|
|
523,933
|
|
||
Liability for pensions and other postretirement employee benefits
|
|
109,807
|
|
|
204,163
|
|
||
Other long-term obligations
|
|
52,942
|
|
|
50,910
|
|
||
Accrued taxes
|
|
2,658
|
|
|
78,699
|
|
||
Deferred tax liabilities
|
|
124,898
|
|
|
60,124
|
|
||
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-24,007,581 and 23,840,683 shares issued
|
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
|
326,546
|
|
|
326,901
|
|
||
Retained earnings
|
|
466,639
|
|
|
359,684
|
|
||
Treasury stock, at cost, common shares–2,923,640 and 853,470 shares repurchased
|
|
(130,000
|
)
|
|
(30,000
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
|
(58,093
|
)
|
|
(115,693
|
)
|
||
Total stockholders’ equity
|
|
605,094
|
|
|
540,894
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
1,744,825
|
|
|
$
|
1,633,456
|
|
|
For The Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net earnings
|
$
|
106,955
|
|
|
$
|
64,131
|
|
|
$
|
39,674
|
|
Adjustments to reconcile net earnings to net cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
90,272
|
|
|
79,333
|
|
|
76,933
|
|
|||
Non-cash adjustments to unrecognized taxes
|
(75,308
|
)
|
|
3,275
|
|
|
—
|
|
|||
Deferred tax provision
|
5,629
|
|
|
12,870
|
|
|
14,777
|
|
|||
Equity-based compensation expense
|
10,960
|
|
|
9,703
|
|
|
8,134
|
|
|||
Employee benefit plans
|
10,131
|
|
|
9,366
|
|
|
16,897
|
|
|||
Deferred issuance costs and discounts on long-term debt
|
4,964
|
|
|
2,010
|
|
|
215
|
|
|||
Disposal of plant and equipment, net
|
1,493
|
|
|
2,003
|
|
|
998
|
|
|||
Changes in working capital, net
|
(15,022
|
)
|
|
61,281
|
|
|
(86,012
|
)
|
|||
Change in taxes receivable, net
|
10,325
|
|
|
(10,828
|
)
|
|
354
|
|
|||
Excess tax benefits from equity-based payment arrangements
|
—
|
|
|
(15,837
|
)
|
|
(885
|
)
|
|||
Change in non-current accrued taxes, net
|
569
|
|
|
960
|
|
|
2,453
|
|
|||
Funding of qualified pension plans
|
(15,050
|
)
|
|
(20,627
|
)
|
|
(12,498
|
)
|
|||
Change in restricted cash
|
(32
|
)
|
|
769
|
|
|
4,160
|
|
|||
Other, net
|
471
|
|
|
284
|
|
|
3,195
|
|
|||
Net cash flows from operating activities
|
136,357
|
|
|
198,693
|
|
|
68,395
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Change in short-term investments, net
|
(50,000
|
)
|
|
35,001
|
|
|
71,094
|
|
|||
Additions to plant and equipment
|
(90,593
|
)
|
|
(203,776
|
)
|
|
(134,069
|
)
|
|||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(9,264
|
)
|
|
—
|
|
|||
Proceeds from sale of assets
|
—
|
|
|
1,035
|
|
|
12,826
|
|
|||
Net cash flows from investing activities
|
(140,593
|
)
|
|
(177,004
|
)
|
|
(50,149
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
275,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt
|
(150,000
|
)
|
|
—
|
|
|
(15,595
|
)
|
|||
Purchase of treasury stock
|
(100,000
|
)
|
|
(18,650
|
)
|
|
(11,350
|
)
|
|||
Payments for long-term debt issuance costs
|
(4,837
|
)
|
|
(2
|
)
|
|
(638
|
)
|
|||
Payment of tax withholdings on equity-based payment arrangements
|
(4,831
|
)
|
|
(13,234
|
)
|
|
(2,400
|
)
|
|||
Excess tax benefits from equity-based payment arrangements
|
—
|
|
|
15,837
|
|
|
885
|
|
|||
Other, net
|
—
|
|
|
(1,500
|
)
|
|
2
|
|
|||
Net cash flows from financing activities
|
15,332
|
|
|
(17,549
|
)
|
|
(29,096
|
)
|
|||
Effect of exchange rate changes
|
—
|
|
|
—
|
|
|
361
|
|
|||
Increase (decrease) in cash
|
11,096
|
|
|
4,140
|
|
|
(10,489
|
)
|
|||
Cash at beginning of period
|
12,579
|
|
|
8,439
|
|
|
18,928
|
|
|||
Cash at end of period
|
$
|
23,675
|
|
|
$
|
12,579
|
|
|
$
|
8,439
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest, net of amounts capitalized
|
$
|
36,147
|
|
|
$
|
30,086
|
|
|
$
|
43,595
|
|
Cash paid for income taxes
|
3,256
|
|
|
18,719
|
|
|
43,085
|
|
|||
Cash received from income tax refunds
|
1,577
|
|
|
2,220
|
|
|
33,808
|
|
|||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Changes in accrued plant and equipment
|
$
|
(4,085
|
)
|
|
$
|
3,339
|
|
|
$
|
3,674
|
|
Property acquired under capital lease
|
—
|
|
|
—
|
|
|
12,687
|
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total
Stockholders'
Equity
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance, December 31, 2010
|
|
22,958
|
|
|
$
|
2
|
|
|
$
|
310,820
|
|
|
$
|
255,879
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(98,352
|
)
|
|
$
|
468,349
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,674
|
|
||||||
Performance share and
restricted stock unit
awards
|
|
144
|
|
|
—
|
|
|
5,144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,144
|
|
||||||
Pension and OPEB, net
of tax of $(11,406)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,810
|
)
|
|
(15,810
|
)
|
||||||
Amortization of
deferred taxes related
to actuarial gain on
other postretirement
employee benefit
obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229
|
)
|
|
(229
|
)
|
||||||
Foreign currency
translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(874
|
)
|
|
(874
|
)
|
||||||
Purchase of treasury
stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(333
|
)
|
|
(11,350
|
)
|
|
—
|
|
|
(11,350
|
)
|
||||||
Balance, December 31, 2011
|
|
23,102
|
|
|
$
|
2
|
|
|
$
|
315,964
|
|
|
$
|
295,553
|
|
|
(333
|
)
|
|
$
|
(11,350
|
)
|
|
$
|
(115,265
|
)
|
|
$
|
484,904
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,131
|
|
||||||
Performance share and
restricted stock unit
awards
|
|
739
|
|
|
—
|
|
|
10,937
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,937
|
|
||||||
Pension and OPEB, net
of tax of $(137)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(208
|
)
|
|
(208
|
)
|
||||||
Amortization of
deferred taxes related
to actuarial gain on
other postretirement
employee benefit
obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
|
(220
|
)
|
||||||
Purchase of treasury
stock
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(520
|
)
|
|
$
|
(18,650
|
)
|
|
$
|
—
|
|
|
$
|
(18,650
|
)
|
Balance, December 31, 2012
|
|
23,841
|
|
|
$
|
2
|
|
|
$
|
326,901
|
|
|
$
|
359,684
|
|
|
(853
|
)
|
|
$
|
(30,000
|
)
|
|
$
|
(115,693
|
)
|
|
$
|
540,894
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106,955
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106,955
|
|
||||||
Performance share and
restricted stock unit
awards
|
|
167
|
|
|
—
|
|
|
(355
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(355
|
)
|
||||||
Pension and OPEB, net
of tax of $36,346
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,600
|
|
|
57,600
|
|
||||||
Purchase of treasury
stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,071
|
)
|
|
(100,000
|
)
|
|
—
|
|
|
(100,000
|
)
|
||||||
Balance, December 31, 2013
|
|
24,008
|
|
|
2
|
|
|
326,546
|
|
|
466,639
|
|
|
(2,924
|
)
|
|
(130,000
|
)
|
|
(58,093
|
)
|
|
605,094
|
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Pulp, paperboard and tissue products
|
|
$
|
182,715
|
|
|
$
|
147,627
|
|
Materials and supplies
|
|
69,836
|
|
|
67,889
|
|
||
Logs, pulpwood, chips and sawdust
|
|
15,237
|
|
|
15,950
|
|
||
|
|
$
|
267,788
|
|
|
$
|
231,466
|
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Machinery and equipment
|
|
$
|
1,937,914
|
|
|
$
|
1,866,263
|
|
Buildings and improvements
|
|
304,971
|
|
|
299,642
|
|
||
Land improvements
|
|
54,277
|
|
|
52,929
|
|
||
Office and other equipment
|
|
11,951
|
|
|
10,946
|
|
||
Land
|
|
11,827
|
|
|
11,827
|
|
||
Construction in progress
|
|
40,204
|
|
|
37,160
|
|
||
|
|
$
|
2,361,144
|
|
|
$
|
2,278,767
|
|
Less accumulated depreciation and amortization
|
|
(1,476,446
|
)
|
|
(1,401,390
|
)
|
||
|
|
$
|
884,698
|
|
|
$
|
877,377
|
|
|
|
December 31, 2013
|
||||||||||||
(Dollars in thousands, lives in years)
|
|
Useful
Life
|
|
Historical
Cost
|
|
Accumulated
Amortization
|
|
Net
Balance
|
||||||
Customer relationships
|
|
9.0
|
|
$
|
53,957
|
|
|
$
|
(17,234
|
)
|
|
$
|
36,723
|
|
Trade names and trademarks
|
|
10.0
|
|
5,300
|
|
|
(1,590
|
)
|
|
3,710
|
|
|||
Non-compete agreements
|
|
2.5 - 5.0
|
|
1,674
|
|
|
(1,329
|
)
|
|
345
|
|
|||
Total intangible assets
|
|
|
|
$
|
60,931
|
|
|
$
|
(20,153
|
)
|
|
$
|
40,778
|
|
|
|
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
|
|
|||
Total intangible assets
|
|
|
|
$
|
60,931
|
|
|
$
|
(13,178
|
)
|
|
$
|
47,753
|
|
Years ending December 31,
|
Amount
|
||
2014
|
$
|
6,663
|
|
2015
|
6,608
|
|
|
2016
|
6,587
|
|
|
2017
|
6,587
|
|
|
2018
|
6,524
|
|
|
Thereafter
|
7,809
|
|
|
Total
|
$
|
40,778
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
|
$
|
38,900
|
|
|
$
|
111,278
|
|
|
$
|
72,156
|
|
Canada
|
|
(666
|
)
|
|
313
|
|
|
(1,236
|
)
|
|||
Earnings before income taxes
|
|
$
|
38,234
|
|
|
$
|
111,591
|
|
|
$
|
70,920
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(75,119
|
)
|
|
$
|
27,724
|
|
|
$
|
9,619
|
|
State
|
|
506
|
|
|
6,637
|
|
|
6,880
|
|
|||
Foreign
|
|
263
|
|
|
229
|
|
|
(30
|
)
|
|||
|
|
(74,350
|
)
|
|
34,590
|
|
|
16,469
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
10,177
|
|
|
16,243
|
|
|
12,865
|
|
|||
State
|
|
(4,423
|
)
|
|
(3,180
|
)
|
|
1,931
|
|
|||
Foreign
|
|
(125
|
)
|
|
(193
|
)
|
|
(19
|
)
|
|||
|
|
5,629
|
|
|
12,870
|
|
|
14,777
|
|
|||
Income tax (benefit) provision
|
|
$
|
(68,721
|
)
|
|
$
|
47,460
|
|
|
$
|
31,246
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Computed expected tax provision
|
|
$
|
13,381
|
|
|
$
|
39,063
|
|
|
$
|
24,822
|
|
State and local taxes, net of federal income tax impact
|
|
1,279
|
|
|
4,398
|
|
|
1,482
|
|
|||
Adjustment for state deferred tax rate
|
|
(762
|
)
|
|
(742
|
)
|
|
2,916
|
|
|||
State investment tax credits
|
|
(2,263
|
)
|
|
(9,077
|
)
|
|
—
|
|
|||
Federal credits and net operating losses
|
|
(10,234
|
)
|
|
4,121
|
|
|
(412
|
)
|
|||
Federal manufacturing deduction
|
|
—
|
|
|
(3,288
|
)
|
|
(2,443
|
)
|
|||
Uncertain tax positions
|
|
(69,144
|
)
|
|
4,801
|
|
|
2,610
|
|
|||
Non-deductible acquisition costs
|
|
—
|
|
|
—
|
|
|
(1,215
|
)
|
|||
Change in valuation allowances
|
|
(1,334
|
)
|
|
6,932
|
|
|
2,796
|
|
|||
U.S. tax provision on foreign operations
|
|
67
|
|
|
(33
|
)
|
|
365
|
|
|||
Other
|
|
289
|
|
|
1,285
|
|
|
325
|
|
|||
Income tax provision
|
|
$
|
(68,721
|
)
|
|
$
|
47,460
|
|
|
$
|
31,246
|
|
Effective tax rate
|
|
(179.7
|
)%
|
|
42.5
|
%
|
|
44.1
|
%
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Employee benefits
|
|
$
|
8,612
|
|
|
$
|
8,630
|
|
Postretirement employee benefits
|
|
41,515
|
|
|
52,751
|
|
||
Incentive compensation
|
|
8,937
|
|
|
9,130
|
|
||
Inventories
|
|
5,898
|
|
|
—
|
|
||
Pensions
|
|
152
|
|
|
31,140
|
|
||
Federal and state credit carryforwards
|
|
27,597
|
|
|
20,447
|
|
||
Net operating losses
|
|
13,930
|
|
|
7,649
|
|
||
Federal benefit from state taxes resulting from uncertain tax positions
|
|
—
|
|
|
5,595
|
|
||
Other
|
|
7,390
|
|
|
5,757
|
|
||
Total deferred tax assets
|
|
$
|
114,031
|
|
|
$
|
141,099
|
|
Valuation allowance
|
|
(13,622
|
)
|
|
(14,957
|
)
|
||
Deferred tax assets, net of valuation allowance
|
|
$
|
100,409
|
|
|
$
|
126,142
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Plant and equipment
|
|
$
|
(178,227
|
)
|
|
$
|
(157,973
|
)
|
Intangible assets
|
|
(9,542
|
)
|
|
(10,843
|
)
|
||
Inventories
|
|
—
|
|
|
(314
|
)
|
||
Total deferred tax liabilities
|
|
(187,769
|
)
|
|
(169,130
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(87,360
|
)
|
|
$
|
(42,988
|
)
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Current deferred tax assets
|
|
$
|
37,538
|
|
|
$
|
20,473
|
|
Current deferred tax liabilities
|
|
—
|
|
|
(3,337
|
)
|
||
Net current deferred tax assets
|
|
37,538
|
|
|
17,136
|
|
||
Non-current deferred tax assets
|
|
62,871
|
|
|
110,762
|
|
||
Non-current deferred tax liabilities
|
|
(187,769
|
)
|
|
(170,886
|
)
|
||
Net non-current deferred tax liabilities
|
|
(124,898
|
)
|
|
(60,124
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(87,360
|
)
|
|
$
|
(42,988
|
)
|
Jurisdiction
|
|
Years
|
United States
|
|
2008 - 2013
|
Canada
|
|
2011 - 2013
|
Arkansas
|
|
2010 - 2013
|
California
|
|
2009 - 2013
|
Georgia
|
|
2010 - 2013
|
Idaho
|
|
2011 - 2013
|
Illinois
|
|
2008 - 2013
|
Wisconsin
|
|
2009 - 2013
|
Jurisdiction
|
|
Gross Values
|
|
Years
|
||
United States
|
|
|
|
|
||
Net operating losses
|
|
$
|
27,428
|
|
|
2030 - 2033
|
Foreign tax credits
|
|
3,832
|
|
|
2016 - 2019
|
|
Cellulosic biofuel credits
|
|
3,495
|
|
|
2015
|
|
Other federal tax credits
|
|
4,264
|
|
|
2026 - 2033
|
|
Connecticut tax losses
|
|
20,385
|
|
|
2018 - 2033
|
|
Georgia tax losses
|
|
7,267
|
|
|
2027 - 2033
|
|
Idaho tax credits
|
|
4,851
|
|
|
2013 - 2027
|
|
North Carolina tax credits
|
|
15,966
|
|
|
2015 - 2017
|
|
Oklahoma tax losses
|
|
35,122
|
|
|
2030 - 2033
|
(In thousands)
|
|
Gross
Unrecognized
Tax Benefits,
Excluding
Interest and
Penalties
|
|
Interest
and
Penalties
|
|
Total Gross
Unrecognized
Tax Benefits
|
||||||
Balance at January 1, 2012
|
|
$
|
69,651
|
|
|
$
|
4,813
|
|
|
$
|
74,464
|
|
Increase in prior year tax positions
|
|
2,544
|
|
|
1,882
|
|
|
4,426
|
|
|||
Increase in current year tax positions
|
|
154
|
|
|
—
|
|
|
154
|
|
|||
Reductions as a result of a lapse of the applicable statute of limitations
|
|
(345
|
)
|
|
—
|
|
|
(345
|
)
|
|||
Balance at December 31, 2012
|
|
$
|
72,004
|
|
|
$
|
6,695
|
|
|
$
|
78,699
|
|
Decrease in prior year tax positions
|
|
(69,816
|
)
|
|
(5,397
|
)
|
|
(75,213
|
)
|
|||
Decrease due to settlements
|
|
(525
|
)
|
|
(777
|
)
|
|
(1,302
|
)
|
|||
Increase in current year tax positions
|
|
469
|
|
|
5
|
|
|
474
|
|
|||
Balance at December 31, 2013
|
|
$
|
2,132
|
|
|
$
|
526
|
|
|
$
|
2,658
|
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Trade accounts payable
|
|
$
|
108,192
|
|
|
$
|
75,949
|
|
Accrued wages, salaries and employee benefits
|
|
38,563
|
|
|
42,491
|
|
||
Accrued interest
|
|
9,691
|
|
|
5,242
|
|
||
Accrued utilities
|
|
8,309
|
|
|
8,205
|
|
||
Accrued discounts and allowances
|
|
6,410
|
|
|
4,785
|
|
||
Accrued taxes other than income taxes payable
|
|
6,322
|
|
|
6,993
|
|
||
Other
|
|
13,161
|
|
|
21,931
|
|
||
|
|
$
|
190,648
|
|
|
$
|
165,596
|
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Long-term lease obligations, net of current portion
|
|
$
|
24,815
|
|
|
$
|
25,240
|
|
Deferred compensation
|
|
14,149
|
|
|
9,939
|
|
||
Deferred proceeds
|
|
11,205
|
|
|
11,668
|
|
||
Other
|
|
2,773
|
|
|
4,063
|
|
||
|
|
$
|
52,942
|
|
|
$
|
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 before reclassifications
|
—
|
|
|
9,468
|
|
|
9,468
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
48,132
|
|
|
48,132
|
|
|||
Other comprehensive income, net of tax
2
|
—
|
|
|
57,600
|
|
|
57,600
|
|
|||
Balance at December 31, 2013
|
$
|
(874
|
)
|
|
$
|
(57,219
|
)
|
|
$
|
(58,093
|
)
|
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 plans included in other comprehensive income and reclassified from accumulated other comprehensive loss includes
$83.6 million
of net gain on plan assets,
$14.8 million
of actuarial loss amortization,
$5.1 million
of prior service costs arising during the period,
$0.8 million
of curtailments and
$0.2 million
related to prior service credit, net of tax of
$36.3 million
. These accumulated other comprehensive loss components are included in the computation of net periodic pension and OPEB costs in Note 12, “Pension and Other Postretirement Employee Benefit Plans.”
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
333,257
|
|
|
$
|
307,658
|
|
|
$
|
134,618
|
|
|
$
|
136,710
|
|
Service cost
|
|
1,738
|
|
|
2,485
|
|
|
552
|
|
|
693
|
|
||||
Interest cost
|
|
13,375
|
|
|
14,693
|
|
|
4,730
|
|
|
5,815
|
|
||||
Plan changes
|
|
—
|
|
|
—
|
|
|
5,106
|
|
|
(5,278
|
)
|
||||
Actuarial (gains) losses
|
|
(36,859
|
)
|
|
30,612
|
|
|
(30,322
|
)
|
|
3,151
|
|
||||
Medicare Part D subsidies received
|
|
—
|
|
|
—
|
|
|
308
|
|
|
569
|
|
||||
Benefits paid
|
|
(18,123
|
)
|
|
(22,191
|
)
|
|
(7,665
|
)
|
|
(7,042
|
)
|
||||
Benefit obligation at end of year
|
|
293,388
|
|
|
333,257
|
|
|
107,327
|
|
|
134,618
|
|
||||
Fair value of plan assets at beginning of year
|
|
254,556
|
|
|
218,557
|
|
|
19
|
|
|
18
|
|
||||
Actual return on plan assets
|
|
34,779
|
|
|
37,308
|
|
|
1
|
|
|
1
|
|
||||
Employer contribution
|
|
15,386
|
|
|
20,882
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(18,123
|
)
|
|
(22,191
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
286,598
|
|
|
254,556
|
|
|
20
|
|
|
19
|
|
||||
Funded status at end of year
|
|
$
|
(6,790
|
)
|
|
$
|
(78,701
|
)
|
|
$
|
(107,307
|
)
|
|
$
|
(134,599
|
)
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Noncurrent asset
|
|
4,488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Current liabilities
|
|
$
|
(364
|
)
|
|
$
|
(281
|
)
|
|
$
|
(8,414
|
)
|
|
$
|
(8,856
|
)
|
Noncurrent liabilities
|
|
(10,914
|
)
|
|
(78,420
|
)
|
|
(98,893
|
)
|
|
(125,743
|
)
|
||||
Net amount recognized
|
|
$
|
(6,790
|
)
|
|
$
|
(78,701
|
)
|
|
$
|
(107,307
|
)
|
|
$
|
(134,599
|
)
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net loss (gain)
|
|
$
|
109,218
|
|
|
$
|
177,343
|
|
|
$
|
(5,915
|
)
|
|
$
|
24,408
|
|
Prior service cost (credit)
|
|
308
|
|
|
1,414
|
|
|
(896
|
)
|
|
(6,504
|
)
|
||||
Net amount recognized
|
|
$
|
109,526
|
|
|
$
|
178,757
|
|
|
$
|
(6,811
|
)
|
|
$
|
17,904
|
|
(In thousands)
|
|
2013
|
|
2012
|
||||
Projected benefit obligation
|
|
$
|
293,388
|
|
|
$
|
333,257
|
|
Accumulated benefit obligation
|
|
293,388
|
|
|
333,257
|
|
||
Fair value of plan assets
|
|
286,598
|
|
|
254,556
|
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
|
$
|
1,738
|
|
|
$
|
2,485
|
|
|
$
|
7,725
|
|
|
$
|
552
|
|
|
$
|
693
|
|
|
$
|
702
|
|
Interest cost
|
|
13,375
|
|
|
14,693
|
|
|
15,092
|
|
|
4,730
|
|
|
5,815
|
|
|
6,857
|
|
||||||
Expected return on plan assets
|
|
(18,352
|
)
|
|
(19,685
|
)
|
|
(19,532
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
|
337
|
|
|
634
|
|
|
1,193
|
|
|
(502
|
)
|
|
(2,680
|
)
|
|
(1,795
|
)
|
||||||
Amortization of actuarial loss
|
|
14,840
|
|
|
12,085
|
|
|
8,382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailments
|
|
769
|
|
|
477
|
|
|
2,776
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
|
$
|
12,707
|
|
|
$
|
10,689
|
|
|
$
|
15,636
|
|
|
$
|
4,780
|
|
|
$
|
3,828
|
|
|
$
|
5,764
|
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Net (gain) loss
|
|
$
|
(53,285
|
)
|
|
$
|
12,989
|
|
|
$
|
43,207
|
|
|
$
|
(30,323
|
)
|
|
$
|
3,150
|
|
|
$
|
(5,435
|
)
|
Curtailments
|
|
(769
|
)
|
|
(477
|
)
|
|
(2,776
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prior service cost (credit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,106
|
|
|
(5,278
|
)
|
|
—
|
|
||||||
Amortization of prior service (cost) credit
|
|
(337
|
)
|
|
(634
|
)
|
|
(1,193
|
)
|
|
502
|
|
|
2,680
|
|
|
1,795
|
|
||||||
Amortization of actuarial loss
|
|
(14,840
|
)
|
|
(12,085
|
)
|
|
(8,382
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive (income) loss
|
|
$
|
(69,231
|
)
|
|
$
|
(207
|
)
|
|
$
|
30,856
|
|
|
$
|
(24,715
|
)
|
|
$
|
552
|
|
|
$
|
(3,640
|
)
|
Total recognized in net periodic cost and
other comprehensive (income) loss
|
|
$
|
(56,524
|
)
|
|
$
|
10,482
|
|
|
$
|
46,492
|
|
|
$
|
(19,935
|
)
|
|
$
|
4,380
|
|
|
$
|
2,124
|
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
Discount rate
|
|
5.20
|
%
|
|
4.15
|
%
|
|
4.90
|
%
|
|
5.05
|
%
|
|
4.05
|
%
|
|
4.95
|
%
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
Discount rate
|
|
4.15
|
%
|
|
4.90
|
%
|
|
5.70
|
%
|
|
4.05
|
%
|
|
4.95
|
%
|
|
5.60
|
%
|
Expected return on plan assets
|
|
7.50
|
|
|
8.00
|
|
|
8.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of salaried compensation increase
|
|
—
|
|
|
—
|
|
|
4.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(In thousands)
|
|
1% Increase
|
|
|
1% Decrease
|
|
||
Effect on total of service and interest cost components
|
|
$
|
521
|
|
|
$
|
(438
|
)
|
Effect on postretirement employee benefit obligation
|
|
9,304
|
|
|
(7,997
|
)
|
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.
|
▪
|
Corporate common stock and mutual funds: Investments are valued at quoted market prices.
|
▪
|
Common and collective trusts: The investment in common and collective trusts is based on the fair value of the underlying assets and is expressed in units.
|
▪
|
Corporate debt securities: In general, corporate bonds are valued based on yields currently available on comparable securities of issuers with similar credit ratings.
|
|
|
December 31, 2013
|
||||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
4,314
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,314
|
|
Common and collective trusts:
|
|
|
|
|
|
|
|
|
||||||||
International small cap
|
|
—
|
|
|
15,845
|
|
|
—
|
|
|
15,845
|
|
||||
Global/International equity
|
|
—
|
|
|
21,198
|
|
|
—
|
|
|
21,198
|
|
||||
International equity emerging markets
|
|
—
|
|
|
17,809
|
|
|
—
|
|
|
17,809
|
|
||||
Common stocks:
|
|
|
|
|
|
|
|
|
||||||||
Industrials
|
|
9,307
|
|
|
—
|
|
|
—
|
|
|
9,307
|
|
||||
Energy
|
|
2,663
|
|
|
—
|
|
|
—
|
|
|
2,663
|
|
||||
Consumer
|
|
8,002
|
|
|
—
|
|
|
—
|
|
|
8,002
|
|
||||
Healthcare
|
|
6,013
|
|
|
—
|
|
|
—
|
|
|
6,013
|
|
||||
Finance
|
|
11,566
|
|
|
—
|
|
|
—
|
|
|
11,566
|
|
||||
Utilities
|
|
1,711
|
|
|
—
|
|
|
—
|
|
|
1,711
|
|
||||
Information technology
|
|
8,785
|
|
|
—
|
|
|
—
|
|
|
8,785
|
|
||||
Foreign
|
|
6,175
|
|
|
—
|
|
|
—
|
|
|
6,175
|
|
||||
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
Foreign large blend
|
|
18,492
|
|
|
—
|
|
|
—
|
|
|
18,492
|
|
||||
Long-term bond fund
|
|
137,031
|
|
|
—
|
|
|
—
|
|
|
137,031
|
|
||||
Mid-cap growth fund
|
|
18,009
|
|
|
—
|
|
|
—
|
|
|
18,009
|
|
||||
Subtotal
|
|
$
|
232,068
|
|
|
$
|
54,852
|
|
|
$
|
—
|
|
|
$
|
286,920
|
|
Payable held under securities lending agreement
|
|
|
|
|
|
|
|
(322
|
)
|
|||||||
Total investments at fair value
|
|
|
|
|
|
|
|
$
|
286,598
|
|
|
|
December 31, 2012
|
||||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
3,786
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,786
|
|
Common and collective trusts:
|
|
|
|
|
|
|
|
|
||||||||
International small cap
|
|
—
|
|
|
12,725
|
|
|
—
|
|
|
12,725
|
|
||||
Global/International equity
|
|
—
|
|
|
16,656
|
|
|
—
|
|
|
16,656
|
|
||||
Domestic equity – small/mid cap
|
|
—
|
|
|
17,339
|
|
|
—
|
|
|
17,339
|
|
||||
International equity emerging markets
|
|
—
|
|
|
17,672
|
|
|
—
|
|
|
17,672
|
|
||||
Common stocks:
|
|
|
|
|
|
|
|
|
||||||||
Industrials
|
|
9,475
|
|
|
—
|
|
|
—
|
|
|
9,475
|
|
||||
Energy
|
|
1,966
|
|
|
—
|
|
|
—
|
|
|
1,966
|
|
||||
Consumer
|
|
8,270
|
|
|
—
|
|
|
—
|
|
|
8,270
|
|
||||
Healthcare
|
|
7,386
|
|
|
—
|
|
|
—
|
|
|
7,386
|
|
||||
Finance
|
|
13,000
|
|
|
—
|
|
|
—
|
|
|
13,000
|
|
||||
Utilities
|
|
2,305
|
|
|
—
|
|
|
—
|
|
|
2,305
|
|
||||
Information technology
|
|
6,828
|
|
|
—
|
|
|
—
|
|
|
6,828
|
|
||||
Foreign
|
|
6,078
|
|
|
—
|
|
|
—
|
|
|
6,078
|
|
||||
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
Foreign large blend
|
|
18,907
|
|
|
—
|
|
|
—
|
|
|
18,907
|
|
||||
Long-term bond fund
|
|
114,557
|
|
|
—
|
|
|
—
|
|
|
114,557
|
|
||||
Corporate debt securities
|
|
—
|
|
|
1,073
|
|
|
—
|
|
|
1,073
|
|
||||
Subtotal
|
|
$
|
192,558
|
|
|
$
|
65,465
|
|
|
$
|
—
|
|
|
$
|
258,023
|
|
Payable held under securities lending agreement
|
|
|
|
|
|
|
|
(3,467
|
)
|
|||||||
Total investments at fair value
|
|
|
|
|
|
|
|
$
|
254,556
|
|
▪
|
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
|
|
|
19%-31%
|
|
International equities, including emerging markets
|
|
|
16%-34%
|
|
Corporate bonds
|
|
|
40%-60%
|
|
Liquid reserves
|
|
|
0%-1%
|
|
▪
|
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
|
|
Expected
Medicare
Subsidy
|
||||||
2014
|
|
$
|
17,837
|
|
|
$
|
8,744
|
|
|
$
|
310
|
|
2015
|
|
18,361
|
|
|
8,947
|
|
|
313
|
|
|||
2016
|
|
18,942
|
|
|
9,268
|
|
|
315
|
|
|||
2017
|
|
19,486
|
|
|
9,190
|
|
|
313
|
|
|||
2018
|
|
19,932
|
|
|
9,229
|
|
|
309
|
|
|||
2019-2023
|
|
103,091
|
|
|
39,664
|
|
|
1,436
|
|
▪
|
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.
|
▪
|
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, 2012 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 2013 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
|
|
FIP/RP Status Pending/
Implemented
|
|
Contributions (in thousands)
|
|
Surcharge
Imposed
|
|
Expiration Date
of Collective
Bargaining
Agreement
|
||||||||||||
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2011
|
|
|||||||||||||||||
IAM
|
|
51-6031295
|
|
002
|
|
Green
|
|
Green
|
|
N/A
|
|
$
|
343
|
|
|
$
|
288
|
|
|
$
|
269
|
|
|
No
|
|
5/31/2016
|
USW
|
|
11-6166763
|
|
001
|
|
Red
|
|
Red
|
|
Implemented
|
|
5,718
|
|
|
5,673
|
|
|
5,648
|
|
|
No
|
|
8/31/2014
|
|||
|
|
|
|
|
|
|
|
|
Total Contributions:
|
|
$
|
6,061
|
|
|
$
|
5,961
|
|
|
$
|
5,917
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Basic average common shares outstanding
1
|
|
22,081,026
|
|
|
23,298,663
|
|
|
22,913,881
|
|
|||
Incremental shares due to:
|
|
|
|
|
|
|
||||||
Restricted stock units
|
|
53,803
|
|
|
24,086
|
|
|
220,457
|
|
|||
Performance shares
|
|
129,003
|
|
|
291,036
|
|
|
817,946
|
|
|||
Diluted average common shares outstanding
|
|
22,263,832
|
|
|
23,613,785
|
|
|
23,952,284
|
|
|||
Basic net earnings per common share
|
|
$
|
4.84
|
|
|
$
|
2.75
|
|
|
$
|
1.73
|
|
Diluted net earnings per common share
|
|
4.80
|
|
|
2.72
|
|
|
1.66
|
|
|||
Anti-dilutive shares excluded from calculation
|
|
41,337
|
|
|
9,992
|
|
|
88,674
|
|
1
|
Basic average common shares outstanding include restricted stock awards that are fully vested, but are deferred for future issuance. See Note 14, "Equity-Based Compensation Plans" for further discussion.
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Restricted stock units
|
|
$
|
1,801
|
|
|
$
|
970
|
|
|
$
|
1,212
|
|
Performance shares
|
|
5,075
|
|
|
7,364
|
|
|
5,446
|
|
|||
Total employee equity-based compensation
|
|
$
|
6,876
|
|
|
$
|
8,334
|
|
|
$
|
6,658
|
|
Related tax benefit
|
|
$
|
2,049
|
|
|
$
|
2,886
|
|
|
$
|
2,290
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
|
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
|
|
63,727
|
|
|
$
|
35.57
|
|
|
169,344
|
|
|
$
|
11.33
|
|
|
437,272
|
|
|
$
|
6.96
|
|
Granted
|
|
72,702
|
|
|
43.44
|
|
|
52,294
|
|
|
34.59
|
|
|
23,138
|
|
|
38.42
|
|
|||
Vested
|
|
(30,190
|
)
|
|
39.21
|
|
|
(155,177
|
)
|
|
8.82
|
|
|
(286,486
|
)
|
|
6.88
|
|
|||
Forfeited
|
|
(3,581
|
)
|
|
42.03
|
|
|
(2,734
|
)
|
|
34.07
|
|
|
(4,580
|
)
|
|
8.64
|
|
|||
Unvested shares outstanding at
December 31
|
|
102,658
|
|
|
39.85
|
|
|
63,727
|
|
|
35.57
|
|
|
169,344
|
|
|
11.33
|
|
|||
Aggregate intrinsic value (in
thousands)
|
|
|
|
$
|
5,390
|
|
|
|
|
$
|
2,496
|
|
|
|
|
$
|
6,030
|
|
Closing price of stock on date of grant
|
$
|
47.30
|
|
Risk free rate
|
0.35
|
%
|
|
Measurement period
|
3 years
|
|
|
Volatility
|
30
|
%
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
|
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
|
|
392,655
|
|
|
$
|
44.67
|
|
|
749,538
|
|
|
$
|
19.52
|
|
|
638,870
|
|
|
$
|
13.00
|
|
Granted
|
|
124,513
|
|
|
63.46
|
|
|
150,865
|
|
|
40.24
|
|
|
110,668
|
|
|
57.18
|
|
|||
Settled
|
|
(246,592
|
)
|
|
47.19
|
|
|
(499,680
|
)
|
|
5.65
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
|
(10,735
|
)
|
|
54.87
|
|
|
(8,068
|
)
|
|
42.15
|
|
|
—
|
|
|
—
|
|
|||
Outstanding share awards at
December 31
|
|
259,841
|
|
|
50.87
|
|
|
392,655
|
|
|
44.67
|
|
|
749,538
|
|
|
19.52
|
|
|||
Aggregate intrinsic value (in
thousands)
|
|
|
|
$
|
13,642
|
|
|
|
|
$
|
15,376
|
|
|
|
|
$
|
26,691
|
|
|
|
2013
|
|
2012
|
||||||||||||
(In thousands)
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Cash, short-term investments and restricted cash (Level 1)
|
|
$
|
95,206
|
|
|
$
|
95,206
|
|
|
$
|
34,079
|
|
|
$
|
34,079
|
|
Long-term debt (Level 1)
|
|
650,000
|
|
|
651,313
|
|
|
523,933
|
|
|
572,625
|
|
(In thousands)
|
|
Capital
|
|
Operating
|
||||
2014
|
|
$
|
2,375
|
|
|
$
|
17,335
|
|
2015
|
|
2,420
|
|
|
12,926
|
|
||
2016
|
|
2,466
|
|
|
9,823
|
|
||
2017
|
|
2,513
|
|
|
8,555
|
|
||
2018
|
|
2,560
|
|
|
6,141
|
|
||
Thereafter
|
|
34,802
|
|
|
10,478
|
|
||
Total future minimum lease payments
|
|
$
|
47,136
|
|
|
$
|
65,258
|
|
Less interest portion
|
|
(23,141
|
)
|
|
|
|||
Present value of future minimum lease payments
|
|
$
|
23,995
|
|
|
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Segment net sales:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
1,149,692
|
|
|
$
|
1,134,556
|
|
|
$
|
1,092,133
|
|
Pulp and Paperboard
|
|
740,138
|
|
|
739,748
|
|
|
835,840
|
|
|||
Total segment net sales
|
|
$
|
1,889,830
|
|
|
$
|
1,874,304
|
|
|
$
|
1,927,973
|
|
Operating income:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
52,799
|
|
|
$
|
93,347
|
|
|
$
|
42,806
|
|
Pulp and Paperboard
1
|
|
95,781
|
|
|
103,910
|
|
|
92,827
|
|
|||
|
|
148,580
|
|
|
197,257
|
|
|
135,633
|
|
|||
Corporate and eliminations
1
|
|
(49,252
|
)
|
|
(51,870
|
)
|
|
(20,188
|
)
|
|||
Income from operations
|
|
$
|
99,328
|
|
|
$
|
145,387
|
|
|
$
|
115,445
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
65,197
|
|
|
$
|
54,547
|
|
|
$
|
50,391
|
|
Pulp and Paperboard
|
|
23,266
|
|
|
23,113
|
|
|
26,073
|
|
|||
Corporate
|
|
1,809
|
|
|
1,673
|
|
|
469
|
|
|||
Total depreciation and amortization
|
|
$
|
90,272
|
|
|
$
|
79,333
|
|
|
$
|
76,933
|
|
Assets:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
1,215,919
|
|
|
$
|
1,178,438
|
|
|
$
|
1,081,988
|
|
Pulp and Paperboard
|
|
359,735
|
|
|
344,614
|
|
|
355,886
|
|
|||
|
|
1,575,654
|
|
|
1,523,052
|
|
|
1,437,874
|
|
|||
Corporate
|
|
169,171
|
|
|
110,404
|
|
|
133,444
|
|
|||
Total assets
|
|
$
|
1,744,825
|
|
|
$
|
1,633,456
|
|
|
$
|
1,571,318
|
|
Capital expenditures:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
46,647
|
|
|
$
|
183,330
|
|
|
$
|
117,059
|
|
Pulp and Paperboard
|
|
30,846
|
|
|
19,954
|
|
|
15,355
|
|
|||
|
|
77,493
|
|
|
203,284
|
|
|
132,414
|
|
|||
Corporate
|
|
9,015
|
|
|
3,831
|
|
|
5,329
|
|
|||
Total capital expenditures
|
|
$
|
86,508
|
|
|
$
|
207,115
|
|
|
$
|
137,743
|
|
1
|
Results for Pulp and Paperboard for 2011 included additional expenses associated with the sale of the Lewiston, Idaho sawmill, which were partially offset by LIFO inventory liquidation and other adjustments recorded at the corporate level.
|
(In thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
|
$
|
1,751,001
|
|
|
$
|
1,726,561
|
|
|
$
|
1,751,482
|
|
Japan
|
|
67,728
|
|
|
63,368
|
|
|
63,584
|
|
|||
Canada
|
|
26,161
|
|
|
29,557
|
|
|
31,256
|
|
|||
Korea
|
|
10,899
|
|
|
9,655
|
|
|
5,426
|
|
|||
Australia
|
|
7,924
|
|
|
7,786
|
|
|
6,246
|
|
|||
China
|
|
5,404
|
|
|
3,488
|
|
|
15,081
|
|
|||
Mexico
|
|
2,964
|
|
|
6,102
|
|
|
13,619
|
|
|||
Taiwan
|
|
1,755
|
|
|
11,061
|
|
|
16,205
|
|
|||
Other foreign countries
|
|
15,994
|
|
|
16,726
|
|
|
25,074
|
|
|||
Total net sales
|
|
$
|
1,889,830
|
|
|
$
|
1,874,304
|
|
|
$
|
1,927,973
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||||||||||||||||||
(In thousands— except
per-share amounts)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||||||
Net sales
|
|
$
|
460,824
|
|
|
$
|
457,798
|
|
|
$
|
471,002
|
|
|
$
|
473,572
|
|
|
$
|
487,845
|
|
|
$
|
480,233
|
|
|
$
|
470,159
|
|
|
$
|
462,701
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of sales
|
|
(414,209
|
)
|
|
(403,076
|
)
|
|
(414,521
|
)
|
|
(398,546
|
)
|
|
(441,237
|
)
|
|
(409,822
|
)
|
|
(401,404
|
)
|
|
(396,428
|
)
|
||||||||
Selling, general and
administrative
expenses
|
|
(34,132
|
)
|
|
(29,074
|
)
|
|
(26,767
|
)
|
|
(30,529
|
)
|
|
(27,766
|
)
|
|
(30,649
|
)
|
|
(30,466
|
)
|
|
(30,793
|
)
|
||||||||
Total operating
costs and expenses
|
|
(448,341
|
)
|
|
(432,150
|
)
|
|
(441,288
|
)
|
|
(429,075
|
)
|
|
(469,003
|
)
|
|
(440,471
|
)
|
|
(431,870
|
)
|
|
(427,221
|
)
|
||||||||
Income from
operations
|
|
12,483
|
|
|
25,648
|
|
|
29,714
|
|
|
44,497
|
|
|
18,842
|
|
|
39,762
|
|
|
38,289
|
|
|
35,480
|
|
||||||||
Net (loss) earnings
|
|
$
|
(882
|
)
|
|
$
|
3,726
|
|
|
$
|
11,658
|
|
|
$
|
21,489
|
|
|
$
|
13,317
|
|
|
$
|
19,064
|
|
|
$
|
82,862
|
|
|
$
|
19,852
|
|
Net (loss) earnings
per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
(0.04
|
)
|
|
$
|
0.16
|
|
|
$
|
0.52
|
|
|
$
|
0.92
|
|
|
$
|
0.60
|
|
|
$
|
0.82
|
|
|
$
|
3.91
|
|
|
$
|
0.86
|
|
Diluted
|
|
(0.04
|
)
|
|
0.16
|
|
|
0.52
|
|
|
0.91
|
|
|
0.60
|
|
|
0.80
|
|
|
3.87
|
|
|
0.84
|
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||
(In thousands)
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
1,408,941
|
|
|
$
|
480,599
|
|
|
$
|
29,494
|
|
|
$
|
(29,204
|
)
|
|
$
|
1,889,830
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
(1,203,945
|
)
|
|
(467,822
|
)
|
|
(28,808
|
)
|
|
29,204
|
|
|
(1,671,371
|
)
|
|||||
Selling, general and administrative expenses
|
(94,861
|
)
|
|
(22,918
|
)
|
|
(1,352
|
)
|
|
—
|
|
|
(119,131
|
)
|
|||||
Total operating costs and expenses
|
(1,298,806
|
)
|
|
(490,740
|
)
|
|
(30,160
|
)
|
|
29,204
|
|
|
(1,790,502
|
)
|
|||||
Income (loss) from operations
|
110,135
|
|
|
(10,141
|
)
|
|
(666
|
)
|
|
—
|
|
|
99,328
|
|
|||||
Interest expense, net
|
(44,031
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(44,036
|
)
|
|||||
Debt retirement costs
|
(17,058
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,058
|
)
|
|||||
Earnings (loss) before income taxes
|
49,046
|
|
|
(10,146
|
)
|
|
(666
|
)
|
|
—
|
|
|
38,234
|
|
|||||
Income tax benefit (provision)
|
61,778
|
|
|
(4,420
|
)
|
|
(138
|
)
|
|
11,501
|
|
|
68,721
|
|
|||||
Equity in income of subsidiary
|
(15,370
|
)
|
|
(804
|
)
|
|
—
|
|
|
16,174
|
|
|
—
|
|
|||||
Net earnings (loss)
|
$
|
95,454
|
|
|
$
|
(15,370
|
)
|
|
$
|
(804
|
)
|
|
$
|
27,675
|
|
|
$
|
106,955
|
|
Other comprehensive income, net of tax
|
57,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,600
|
|
|||||
Comprehensive income (loss)
|
$
|
153,054
|
|
|
$
|
(15,370
|
)
|
|
$
|
(804
|
)
|
|
$
|
27,675
|
|
|
$
|
164,555
|
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||
(In thousands)
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
1,375,732
|
|
|
$
|
492,074
|
|
|
$
|
26,478
|
|
|
$
|
(19,980
|
)
|
|
$
|
1,874,304
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
(1,149,413
|
)
|
|
(454,383
|
)
|
|
(24,056
|
)
|
|
19,980
|
|
|
(1,607,872
|
)
|
|||||
Selling, general and administrative expenses
|
(96,668
|
)
|
|
(22,268
|
)
|
|
(2,109
|
)
|
|
—
|
|
|
(121,045
|
)
|
|||||
Total operating costs and expenses
|
(1,246,081
|
)
|
|
(476,651
|
)
|
|
(26,165
|
)
|
|
19,980
|
|
|
(1,728,917
|
)
|
|||||
Income from operations
|
129,651
|
|
|
15,423
|
|
|
313
|
|
|
—
|
|
|
145,387
|
|
|||||
Interest expense, net
|
(33,796
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,796
|
)
|
|||||
Earnings before income taxes
|
95,855
|
|
|
15,423
|
|
|
313
|
|
|
—
|
|
|
111,591
|
|
|||||
Income tax provision
|
(42,440
|
)
|
|
(14,362
|
)
|
|
(35
|
)
|
|
9,377
|
|
|
(47,460
|
)
|
|||||
Equity in income of subsidiary
|
1,339
|
|
|
278
|
|
|
—
|
|
|
(1,617
|
)
|
|
—
|
|
|||||
Net earnings
|
$
|
54,754
|
|
|
$
|
1,339
|
|
|
$
|
278
|
|
|
$
|
7,760
|
|
|
$
|
64,131
|
|
Other comprehensive loss, net of tax
|
(428
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(428
|
)
|
|||||
Comprehensive income
|
$
|
54,326
|
|
|
$
|
1,339
|
|
|
$
|
278
|
|
|
$
|
7,760
|
|
|
$
|
63,703
|
|
|
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||
(In thousands)
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
1,464,570
|
|
|
$
|
508,341
|
|
|
$
|
32,977
|
|
|
$
|
(77,915
|
)
|
|
$
|
1,927,973
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
(1,256,507
|
)
|
|
(493,338
|
)
|
|
(30,600
|
)
|
|
77,915
|
|
|
(1,702,530
|
)
|
|||||
Selling, general and administrative expenses
|
(61,794
|
)
|
|
(44,481
|
)
|
|
(3,723
|
)
|
|
—
|
|
|
(109,998
|
)
|
|||||
Total operating costs and expenses
|
(1,318,301
|
)
|
|
(537,819
|
)
|
|
(34,323
|
)
|
|
77,915
|
|
|
(1,812,528
|
)
|
|||||
Income (loss) from operations
|
146,269
|
|
|
(29,478
|
)
|
|
(1,346
|
)
|
|
—
|
|
|
115,445
|
|
|||||
Interest expense, net
|
(44,187
|
)
|
|
(622
|
)
|
|
—
|
|
|
—
|
|
|
(44,809
|
)
|
|||||
Other, net
|
(215
|
)
|
|
388
|
|
|
111
|
|
|
—
|
|
|
284
|
|
|||||
Earnings (loss) before income taxes
|
101,867
|
|
|
(29,712
|
)
|
|
(1,235
|
)
|
|
—
|
|
|
70,920
|
|
|||||
Income tax (provision) benefit
|
(34,018
|
)
|
|
1,857
|
|
|
(2,452
|
)
|
|
3,367
|
|
|
(31,246
|
)
|
|||||
Equity in income of subsidiary
|
(31,542
|
)
|
|
(3,687
|
)
|
|
—
|
|
|
35,229
|
|
|
—
|
|
|||||
Net earnings
|
$
|
36,307
|
|
|
$
|
(31,542
|
)
|
|
$
|
(3,687
|
)
|
|
$
|
38,596
|
|
|
$
|
39,674
|
|
Other comprehensive loss, net of tax
|
(16,913
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,913
|
)
|
|||||
Comprehensive income
|
$
|
19,394
|
|
|
$
|
(31,542
|
)
|
|
$
|
(3,687
|
)
|
|
$
|
38,596
|
|
|
$
|
22,761
|
|
(In thousands)
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
18,273
|
|
|
$
|
—
|
|
|
$
|
5,402
|
|
|
$
|
—
|
|
|
$
|
23,675
|
|
Restricted cash
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|||||
Short-term investments
|
70,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,000
|
|
|||||
Receivables, net
|
119,278
|
|
|
38,063
|
|
|
2,700
|
|
|
(1,167
|
)
|
|
158,874
|
|
|||||
Taxes receivable
|
3,709
|
|
|
(15,882
|
)
|
|
324
|
|
|
22,352
|
|
|
10,503
|
|
|||||
Inventories
|
198,476
|
|
|
65,017
|
|
|
4,295
|
|
|
—
|
|
|
267,788
|
|
|||||
Deferred tax assets
|
42,289
|
|
|
6,094
|
|
|
5
|
|
|
(10,850
|
)
|
|
37,538
|
|
|||||
Prepaid expenses
|
4,704
|
|
|
695
|
|
|
124
|
|
|
—
|
|
|
5,523
|
|
|||||
Total current assets
|
458,229
|
|
|
93,987
|
|
|
12,850
|
|
|
10,335
|
|
|
575,401
|
|
|||||
Property, plant and equipment, net
|
636,662
|
|
|
231,225
|
|
|
16,811
|
|
|
—
|
|
|
884,698
|
|
|||||
Goodwill
|
229,533
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229,533
|
|
|||||
Intangible assets, net
|
—
|
|
|
39,619
|
|
|
1,159
|
|
|
—
|
|
|
40,778
|
|
|||||
Intercompany receivable (payable)
|
91,865
|
|
|
(63,932
|
)
|
|
(16,431
|
)
|
|
(11,502
|
)
|
|
—
|
|
|||||
Investment in subsidiary
|
196,763
|
|
|
5,575
|
|
|
—
|
|
|
(202,338
|
)
|
|
—
|
|
|||||
Pension assets
|
4,488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,488
|
|
|||||
Other assets, net
|
8,772
|
|
|
1,155
|
|
|
—
|
|
|
—
|
|
|
9,927
|
|
|||||
TOTAL ASSETS
|
$
|
1,626,312
|
|
|
$
|
307,629
|
|
|
$
|
14,389
|
|
|
$
|
(203,505
|
)
|
|
$
|
1,744,825
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued
liabilities
|
$
|
140,125
|
|
|
$
|
45,736
|
|
|
$
|
5,954
|
|
|
$
|
(1,167
|
)
|
|
$
|
190,648
|
|
Current liability for pensions and
other postretirement employee
benefits
|
8,778
|
|
|
—
|
|
|
—
|
|
|
|
|
|
8,778
|
|
|||||
Total current liabilities
|
148,903
|
|
|
45,736
|
|
|
5,954
|
|
|
(1,167
|
)
|
|
199,426
|
|
|||||
Long-term debt
|
650,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
650,000
|
|
|||||
Liability for pensions and other
postretirement employee benefits
|
109,807
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,807
|
|
|||||
Other long-term obligations
|
51,740
|
|
|
1,202
|
|
|
—
|
|
|
—
|
|
|
52,942
|
|
|||||
Accrued taxes
|
1,430
|
|
|
911
|
|
|
317
|
|
|
—
|
|
|
2,658
|
|
|||||
Deferred tax liabilities
|
59,338
|
|
|
63,017
|
|
|
2,543
|
|
|
—
|
|
|
124,898
|
|
|||||
Accumulated other comprehensive loss,
net of tax
|
(58,093
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,093
|
)
|
|||||
Stockholders’ equity excluding
accumulated other comprehensive loss
|
663,187
|
|
|
196,763
|
|
|
5,575
|
|
|
(202,338
|
)
|
|
663,187
|
|
|||||
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
$
|
1,626,312
|
|
|
$
|
307,629
|
|
|
$
|
14,389
|
|
|
$
|
(203,505
|
)
|
|
$
|
1,744,825
|
|
(In thousands)
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
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)
|
108,530
|
|
|
(91,881
|
)
|
|
(15,858
|
)
|
|
(791
|
)
|
|
—
|
|
|||||
Investment in subsidiary
|
209,431
|
|
|
6,204
|
|
|
—
|
|
|
(215,635
|
)
|
|
—
|
|
|||||
Other assets, net
|
9,948
|
|
|
379
|
|
|
—
|
|
|
—
|
|
|
10,327
|
|
|||||
TOTAL ASSETS
|
$
|
1,523,077
|
|
|
$
|
314,230
|
|
|
$
|
13,813
|
|
|
$
|
(217,664
|
)
|
|
$
|
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
|
|
|
209,431
|
|
|
6,204
|
|
|
(215,635
|
)
|
|
656,587
|
|
|||||
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
$
|
1,523,077
|
|
|
$
|
314,230
|
|
|
$
|
13,813
|
|
|
$
|
(217,664
|
)
|
|
$
|
1,633,456
|
|
(In thousands)
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss)
|
$
|
95,454
|
|
|
$
|
(15,370
|
)
|
|
$
|
(804
|
)
|
|
$
|
27,675
|
|
|
$
|
106,955
|
|
Adjustments to reconcile net earnings (loss)
to net cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
54,291
|
|
|
33,712
|
|
|
2,269
|
|
|
—
|
|
|
90,272
|
|
|||||
Non-cash adjustments to unrecognized taxes
|
(75,308
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,308
|
)
|
|||||
Deferred tax provision (benefit)
|
3,185
|
|
|
(9,072
|
)
|
|
(125
|
)
|
|
11,641
|
|
|
5,629
|
|
|||||
Equity-based compensation expense
|
10,960
|
|
|
|
|
|
|
|
|
—
|
|
|
10,960
|
|
|||||
Employee benefit plans
|
10,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,131
|
|
|||||
Deferred issuance costs and discounts on
long-term debt |
4,964
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,964
|
|
|||||
Disposal of plant and equipment, net
|
201
|
|
|
1,291
|
|
|
1
|
|
|
—
|
|
|
1,493
|
|
|||||
Changes in working capital, net
|
(31,256
|
)
|
|
11,747
|
|
|
4,487
|
|
|
—
|
|
|
(15,022
|
)
|
|||||
Change in taxes receivable, net
|
17,003
|
|
|
15,998
|
|
|
(324
|
)
|
|
(22,352
|
)
|
|
10,325
|
|
|||||
Change in non-current accrued taxes, net
|
1,423
|
|
|
(860
|
)
|
|
6
|
|
|
—
|
|
|
569
|
|
|||||
Funding of qualified pension plans
|
(15,050
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,050
|
)
|
|||||
Change in restricted cash
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||||
Other, net
|
(452
|
)
|
|
923
|
|
|
—
|
|
|
—
|
|
|
471
|
|
|||||
Net cash flows from operating activities
|
75,546
|
|
|
38,337
|
|
|
5,510
|
|
|
16,964
|
|
|
136,357
|
|
|||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in short-term investments, net
|
(50,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
|||||
Additions to plant and equipment
|
(65,708
|
)
|
|
(22,562
|
)
|
|
(2,323
|
)
|
|
—
|
|
|
(90,593
|
)
|
|||||
Net cash flows from investing activities
|
(115,708
|
)
|
|
(22,562
|
)
|
|
(2,323
|
)
|
|
—
|
|
|
(140,593
|
)
|
|||||
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
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||||
Investment from (to) parent
|
31,998
|
|
|
(15,780
|
)
|
|
746
|
|
|
(16,964
|
)
|
|
—
|
|
|||||
Payment for long-term debt issuance costs
|
(4,837
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,837
|
)
|
|||||
Payment of tax withholdings on equity-
based payment arrangements
|
(4,831
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,831
|
)
|
|||||
Net cash flows from financing activities
|
47,330
|
|
|
(15,780
|
)
|
|
746
|
|
|
(16,964
|
)
|
|
15,332
|
|
|||||
Increase (decrease) in cash
|
7,168
|
|
|
(5
|
)
|
|
3,933
|
|
|
—
|
|
|
11,096
|
|
|||||
Cash at beginning of period
|
11,105
|
|
|
5
|
|
|
1,469
|
|
|
—
|
|
|
12,579
|
|
|||||
Cash at end of period
|
$
|
18,273
|
|
|
$
|
—
|
|
|
$
|
5,402
|
|
|
$
|
—
|
|
|
$
|
23,675
|
|
(In thousands)
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
$
|
54,754
|
|
|
$
|
1,339
|
|
|
$
|
278
|
|
|
$
|
7,760
|
|
|
$
|
64,131
|
|
Adjustments to reconcile net earnings to net
cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
48,191
|
|
|
29,030
|
|
|
2,112
|
|
|
—
|
|
|
79,333
|
|
|||||
Non-cash adjustments to unrecognized taxes
|
3,275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,275
|
|
|||||
Deferred tax provision (benefit)
|
9,840
|
|
|
4,009
|
|
|
(188
|
)
|
|
(791
|
)
|
|
12,870
|
|
|||||
Equity-based compensation expense
|
9,703
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,703
|
|
|||||
Employee benefit plans
|
9,366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,366
|
|
|||||
Deferred issuance costs and discounts on
long-term debt
|
2,010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,010
|
|
|||||
Disposal of plant and equipment, net
|
622
|
|
|
1,381
|
|
|
—
|
|
|
—
|
|
|
2,003
|
|
|||||
Changes in working capital, net
|
25,252
|
|
|
36,596
|
|
|
(567
|
)
|
|
—
|
|
|
61,281
|
|
|||||
Change in taxes receivable, net
|
(11,755
|
)
|
|
593
|
|
|
334
|
|
|
—
|
|
|
(10,828
|
)
|
|||||
Excess tax benefits from equity-based payment
arrangements
|
(15,837
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,837
|
)
|
|||||
Change in non-current accrued taxes, net
|
(242
|
)
|
|
22
|
|
|
1,180
|
|
|
—
|
|
|
960
|
|
|||||
Funding of qualified pension plans
|
(20,627
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,627
|
)
|
|||||
Change in restricted cash
|
769
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
769
|
|
|||||
Other, net
|
548
|
|
|
(264
|
)
|
|
—
|
|
|
—
|
|
|
284
|
|
|||||
Net cash flows from operating activities
|
115,869
|
|
|
72,706
|
|
|
3,149
|
|
|
6,969
|
|
|
198,693
|
|
|||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in short-term investments, net
|
35,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,001
|
|
|||||
Additions to plant and equipment
|
(190,296
|
)
|
|
(11,632
|
)
|
|
(1,848
|
)
|
|
—
|
|
|
(203,776
|
)
|
|||||
Cash paid for acquisitions, net of cash acquired
|
(9,264
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,264
|
)
|
|||||
Proceeds from the sale of assets
|
—
|
|
|
1,035
|
|
|
—
|
|
|
—
|
|
|
1,035
|
|
|||||
Net cash flows from investing activities
|
(164,559
|
)
|
|
(10,597
|
)
|
|
(1,848
|
)
|
|
—
|
|
|
(177,004
|
)
|
|||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of treasury stock
|
(18,650
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,650
|
)
|
|||||
Investment from (to) parent
|
75,198
|
|
|
(66,463
|
)
|
|
(1,766
|
)
|
|
(6,969
|
)
|
|
—
|
|
|||||
Payment for long-term debt issuance costs
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Payment of tax withholdings on equity-based
payment arrangements
|
(13,234
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,234
|
)
|
|||||
Excess tax benefits from equity-based payment
arrangements
|
15,837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,837
|
|
|||||
Other, net
|
(1,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,500
|
)
|
|||||
Net cash flows from financing activities
|
57,649
|
|
|
(66,463
|
)
|
|
(1,766
|
)
|
|
(6,969
|
)
|
|
(17,549
|
)
|
|||||
Increase (decrease) in cash
|
8,959
|
|
|
(4,354
|
)
|
|
(465
|
)
|
|
—
|
|
|
4,140
|
|
|||||
Cash at beginning of period
|
2,146
|
|
|
4,359
|
|
|
1,934
|
|
|
—
|
|
|
8,439
|
|
|||||
Cash at end of period
|
$
|
11,105
|
|
|
$
|
5
|
|
|
$
|
1,469
|
|
|
$
|
—
|
|
|
$
|
12,579
|
|
(In thousands)
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
$
|
36,307
|
|
|
$
|
(31,542
|
)
|
|
$
|
(3,687
|
)
|
|
$
|
38,596
|
|
|
$
|
39,674
|
|
Adjustments to reconcile net earnings to net
cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
45,439
|
|
|
29,364
|
|
|
2,130
|
|
|
—
|
|
|
76,933
|
|
|||||
Deferred tax provision (benefit)
|
(2,394
|
)
|
|
24,466
|
|
|
(2,815
|
)
|
|
(4,480
|
)
|
|
14,777
|
|
|||||
Equity-based compensation expense
|
8,134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,134
|
|
|||||
Employee benefit plans
|
16,897
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,897
|
|
|||||
Deferred issuance costs and discounts on
long-term debt
|
215
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|||||
Disposal of plant and equipment, net
|
324
|
|
|
672
|
|
|
2
|
|
|
—
|
|
|
998
|
|
|||||
Changes in working capital, net
|
(133,142
|
)
|
|
45,400
|
|
|
1,730
|
|
|
—
|
|
|
(86,012
|
)
|
|||||
Change in taxes receivable, net
|
(4,685
|
)
|
|
1,939
|
|
|
(217
|
)
|
|
3,317
|
|
|
354
|
|
|||||
Excess tax benefits from equity-based payment
arrangements
|
(885
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(885
|
)
|
|||||
Change in non-current accrued taxes, net
|
2,453
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,453
|
|
|||||
Funding of qualified pension plans
|
(12,498
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,498
|
)
|
|||||
Change in restricted cash
|
4,160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,160
|
|
|||||
Other, net
|
3,195
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,195
|
|
|||||
Net cash flows from operating activities
|
(36,480
|
)
|
|
70,299
|
|
|
(2,857
|
)
|
|
37,433
|
|
|
68,395
|
|
|||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in short-term investments, net
|
71,094
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,094
|
|
|||||
Additions to plant and equipment
|
(117,525
|
)
|
|
(16,088
|
)
|
|
(456
|
)
|
|
—
|
|
|
(134,069
|
)
|
|||||
Proceeds from the sale of assets
|
12,826
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,826
|
|
|||||
Net cash flows from investing activities
|
(33,605
|
)
|
|
(16,088
|
)
|
|
(456
|
)
|
|
—
|
|
|
(50,149
|
)
|
|||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of long-term debt
|
—
|
|
|
(15,595
|
)
|
|
—
|
|
|
—
|
|
|
(15,595
|
)
|
|||||
Purchase of treasury stock
|
(11,350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,350
|
)
|
|||||
Investment from (to) parent
|
70,013
|
|
|
(36,432
|
)
|
|
3,852
|
|
|
(37,433
|
)
|
|
—
|
|
|||||
Payment for long-term debt issuance costs
|
(638
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(638
|
)
|
|||||
Payment of tax withholdings on equity-based
payment arrangements
|
(2,400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,400
|
)
|
|||||
Excess tax benefits from equity-based payment
arrangements
|
885
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
885
|
|
|||||
Other, net
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Net cash flows from financing activities
|
56,512
|
|
|
(52,027
|
)
|
|
3,852
|
|
|
(37,433
|
)
|
|
(29,096
|
)
|
|||||
Effect of exchange rate changes
|
—
|
|
|
—
|
|
|
361
|
|
|
—
|
|
|
361
|
|
|||||
Increase (decrease) in cash
|
(13,573
|
)
|
|
2,184
|
|
|
900
|
|
|
—
|
|
|
(10,489
|
)
|
|||||
Cash at beginning of period
|
15,719
|
|
|
2,175
|
|
|
1,034
|
|
|
—
|
|
|
18,928
|
|
|||||
Cash at end of period
|
$
|
2,146
|
|
|
$
|
4,359
|
|
|
$
|
1,934
|
|
|
$
|
—
|
|
|
$
|
8,439
|
|
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
|
|
809,597
|
|
|
—
|
|
|
1,883,730
|
|
Equity compensation plans not
approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
809,597
|
|
|
—
|
|
|
1,883,730
|
|
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).
|
|
|
|
2.2*
|
|
Agreement and Plan of Merger, dated as of September 15, 2010, by and among the Company, Cellu Tissue Holdings, Inc., and Sand Dollar Acquisition Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2010).
|
|
|
|
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 October 22, 2010, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the Commission on October 27, 2010).
|
|
|
|
4.2*
|
|
Form of 7 1/8% Senior Notes due 2018 (incorporated by reference to Exhibit A to the Indenture filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the Commission on October 27, 2010).
|
|
|
|
4.3*
|
|
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).
|
|
|
|
4.4*
|
|
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).
|
|
|
|
4.5*
|
|
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).
|
|
|
|
10.1*
|
|
Employee Matters Agreement, dated December 15, 2008, between the Company and Potlatch Corporation (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Commission for the quarter ended September 30, 2010).
|
|
|
|
10.2*
|
|
Tax Sharing Agreement, dated December 15, 2008, among the Company, Potlatch Corporation, Potlatch Forest Holdings, Inc. and Potlatch Land & Lumber, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on December 18, 2008).
|
|
|
10.3*
|
|
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).
|
|
|
|
10.3(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).
|
|
|
|
10.3(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).
|
|
|
|
10.3(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).
|
|
|
|
10.3(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).
|
|
|
|
10.3(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).
|
|
|
|
10.3(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).
|
|
|
|
10.3(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).
|
|
|
|
10.3(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).
|
|
|
|
10.4*
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).
|
|
|
|
10.5*
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).
|
|
|
|
10.5(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).
|
|
|
10.6*
1
|
|
Clearwater Paper Corporation 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 December 19, 2008).
|
|
|
|
10.6(i)*
1
|
|
Amendment No. 1 to Clearwater Paper Corporation 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on December 28, 2010).
|
|
|
|
10.6(ii)*
1
|
|
Amendment No. 2 to Clearwater Paper Corporation 2008 Stock Incentive Plan (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, 2011).
|
|
|
|
10.7*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Performance Share Agreement, as amended and restated December 1, 2009, to be used for annual performance share awards approved subsequent to December 31, 2009 (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Commission for the quarter ended September 30, 2010).
|
|
|
|
10.7(i)*
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).
|
|
|
|
10.8*
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).
|
|
|
|
10.8(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).
|
|
|
|
10.8(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).
|
|
|
|
10.8(iii)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of RSU Deferral Agreement for Annual LTIP and Founders Grant RSUs (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on December 14, 2011).
|
|
|
|
10.8(iv)*
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).
|
|
|
|
10.8(v)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Restricted Stock Unit Award, 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).
|
|
|
|
10.8(vi)*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan-Form of Restricted Stock Unit Award, 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).
|
|
|
|
10.8(vii)*
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).
|
|
|
10.9*
1
|
|
Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Stock Option Agreement (incorporated by reference to Exhibit 10.13(i) to the Company’s Quarterly Report on Form 10-Q filed with the Commission for the quarter ended June 30, 2009).
|
|
|
|
10.10*
1
|
|
Clearwater Paper Corporation Annual Incentive Plan (incorporated by reference to Exhibit 10.14(i) to the Company’s Current Report on Form 8-K filed with the Commission on May 14, 2010).
|
|
|
|
10.11*
1
|
|
Amended and Restated Clearwater Paper Corporation Management Deferred Compensation Plan (incorporated by reference to Exhibit 10.15(i) to the Company’s Quarterly Report on Form 10-Q filed with the Commission for the quarter ended March 31, 2010).
|
|
|
|
10.11(i)
1
|
|
Amendment to Clearwater Paper Corporation Management Deferred Compensation Plan, dated December 17, 2013.
|
|
|
|
10.12
1
|
|
Clearwater Paper Executive Severance Plan.
|
|
|
|
10.13*
1
|
|
Amended and Restated Clearwater Paper Corporation Salaried Supplemental Benefit Plan (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K filed with the Commission for the year ended December 31, 2011).
|
|
|
|
10.13(i)
1
|
|
Amendment to Clearwater Paper Corporation Salaried Supplemental Benefit Plan, dated December 17, 2013.
|
|
|
|
10.14*
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).
|
|
|
|
10.14(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).
|
|
|
|
10.15*
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).
|
|
|
|
10.16
1
|
|
Clearwater Paper Change of Control Plan.
|
|
|
|
10.17*
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).
|
|
|
|
10.17(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).
|
|
|
|
(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, 2013, is formatted in XBRL interactive data files: (i) Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011; (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011; (iii) Consolidated Balance Sheets at December 31, 2013 and 2012, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011 and (vi) Notes to Consolidated Financial Statements.
|
*
|
Incorporated by reference.
|
1
|
Management contract or compensatory plan, contract or arrangement.
|
Section 1.
|
Eligibility to Participate
|
•
|
a party to an individual arrangement or a written employment agreement with Clearwater Paper or another Participating Company containing a severance provision other than pursuant to the Plan or the Change of Control Plan; or
|
•
|
covered by a local practice outside the United States that provides for severance payments and/or benefits in connection with a voluntary or involuntary termination of employment that are greater than the severance payments and/or benefits set forth herein.
|
Section 2.
|
Eligibility for Severance Payments and Benefits
|
(a)
|
Involuntary termination by your Participating Company other than for Cause (as defined below).
|
(b)
|
You voluntarily terminate your employment after the occurrence of any event constituting Good Reason (as defined below).
|
•
|
voluntary termination other than for Good Reason, including early retirement;
|
•
|
mandatory retirement from employment in accordance with your Participating Company’s policy or statutory requirements;
|
•
|
death;
|
•
|
Disability;
|
•
|
for Cause;
|
•
|
refusal, rejecting or declining to accept a transfer to a position with Clearwater Paper or another Participating Company, as applicable (for which you are qualified as determined by the Participating Company by reason of knowledge, training, and experience), provided the transfer would not constitute Good Reason for a voluntary termination;
|
•
|
the sale of part of Clearwater Paper’s or another Participating Company’s business assets, or a spin-off of a division (or other operating assets) of Clearwater Paper or another Participating Company, if you are offered employment by the acquirer of such assets or such other spun-off entity prior to or within four (4) weeks after the date your employment with the Participating Company terminates, regardless of whether you accept the offer, provided that the terms and conditions of employment offered to you would not constitute Good Reason for a voluntary termination if the acquirer or spun-off entity were a Participating Company in this Plan;
|
•
|
upon the formation of a joint venture or other business entity in which Clearwater Paper or another Participating Company directly or indirectly will own some outstanding voting or other ownership interest if you are offered employment by the joint venture entity or other business entity prior to or within four (4) weeks of the date your employment with the Participating Company terminates, regardless of whether you accept the offer, provided that the terms and conditions of employment offered to you would not constitute Good Reason for a voluntary termination if the joint venture entity or other business entity were a Participating Company in this Plan; or
|
•
|
you are reporting to a different person.
|
(i)
|
your conviction of any felony or any crime involving fraud, dishonesty or moral turpitude;
|
(ii)
|
your participation in a fraud or act of dishonesty against Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper that results in material harm to the business of Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper;
|
(iii)
|
your intentional, material violation of any contract between you and Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper, or any statutory duty you owe Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper, in either case that you do not correct within thirty (30) days after written notice thereof has been provided to you;
|
(iv)
|
the commission by you of an act that could (either alone or with other acts) be considered harassment or discrimination on the basis of gender, race, age, religion, sexual orientation or other protected category; or
|
(v)
|
the commission by you of an alcohol or drug offense in violation of Clearwater Paper’s or a subsidiary’s or affiliate’s Substance Abuse Policy for salaried employees.
|
(i)
|
unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or
|
(ii)
|
by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Clearwater Paper, its subsidiaries or affiliates.
|
(i)
|
the assignment to you of any duties or responsibilities that results in a material diminution in your position or function;
provided
,
however
, that a change in your title or reporting relationships shall not provide the basis for a voluntary termination with Good Reason;
|
(ii)
|
a 10% or greater reduction by your Participating Company, other than in connection with an across-the-board reduction applicable to other senior executives of the Participating Company, in your base salary and/or target bonus, and/or target long-term incentive opportunity, all as in effect immediately prior to such reduction;
|
(iii)
|
a relocation of your business office to a location more than 50 miles from the location at which you perform duties, except for required travel by you on Clearwater Paper’s, its subsidiaries’ or affiliates’ or any successor to Clearwater Paper’s business; or
|
(iv)
|
a material breach by Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper concerning the terms and conditions of your employment.
|
Section 3.
|
Severance Payments and Benefits
|
•
|
It shall include but not be limited to a general release of claims against Clearwater Paper, its subsidiaries and affiliates and their respective officers, directors, employees and agents, and shall contain certain restrictive covenants and obligations on your part including, but not limited to, non-competition and non-solicitation covenants for a period following your separation date equal to the Severance Pay Period, an agreement by you not to make use of confidential or proprietary information of Clearwater Paper or its subsidiaries of affiliates, an agreement not to disparage or encourage or induce others to disparage Clearwater Paper, its subsidiaries or affiliates or their respective products for a specified period, an agreement to return Company property, and an agreement to cooperate with legal matters of Clearwater Paper and its subsidiaries and affiliates in which you might have knowledge.
|
•
|
Clearwater Paper or your Participating Company will provide a form of such Separation Agreement not later than the date of your Separation from Service.
|
•
|
You must sign and return the Separation Agreement within the minimum time period required by law and not revoke it during any permitted revocation period, in order for the Separation Agreement to become effective. Otherwise, you will not be eligible for, and neither Clearwater Paper nor any other Participating Company shall have any obligation to pay you, any Severance Payment.
|
•
|
contributions to a Dependent Care Reimbursement Account;
|
•
|
contributions to and earning service for vesting under Clearwater Paper’s 401(k) Plan;
|
•
|
earning additional service for vesting under Clearwater Paper’s Salaried Retirement Plan (if applicable); and
|
•
|
participation in Clearwater Paper’s or your Participating Company’s disability plans.
|
Section 4.
|
Amendment and Plan Termination
|
Section 5.
|
Miscellaneous
|
•
|
as short-term deferrals under Treasury Regulation Section 1.409A-1(b)(4) (in general, a short-term deferral is an amount that is payable no later than March 15 of the year following the year in which the amount becomes due and payable); and
|
•
|
as payments not qualifying as short-term deferrals, to the extent that the payments do not exceed two times the lesser of (1) your annualized rate of pay for the prior calendar year or (2) the limitation under Code Section 401(a)(17) for the year of your Separation from Service (as defined below) ($250,000 in 2012)
and
such payments are made no later than December 31 of the second calendar year following the year of your Separation from Service (the “409A Severance Limit”).
|
Section 6.
|
Administrative Information About Your Plan
|
Section 7.
|
Your Rights and Privileges Under ERISA
|
Section 8.
|
Other Administrative Facts
|
|
|
|
Name of Plan
|
|
Clearwater Paper Executive Severance Plan
|
|
|
|
Type of Plan
|
|
Severance plan
|
|
|
|
Plan Records
|
|
Kept on a calendar-year basis
|
|
|
|
Plan Year
|
|
January 1 – December 31
|
|
|
|
Plan Funding
|
|
Clearwater Paper and other Participating Companies provide severance benefits from general revenues
|
|
|
|
Plan Sponsor
|
|
Clearwater Paper Corporation
601 West Riverside Avenue, Suite 1100
Spokane, WA 99201
Employer identification number: 20-3594554
|
|
|
|
Plan Administrator and Named Fiduciary
|
|
Clearwater Paper Benefits Committee
c/o Associate General Counsel
Clearwater Paper Corporation
601 West Riverside Avenue, Suite 1100
Spokane, WA 99201
Telephone: (509) 344-5900
|
|
|
|
Agent for Service of Legal Process on the Plan
|
|
Legal process may be served on the Plan Administrator (c/o the Associate General Counsel) at the address shown above.
|
Section 1.
|
Eligibility to Participate
|
•
|
a party to an individual arrangement or a written employment agreement with Clearwater Paper or another Participating Company containing a severance provision other than pursuant to this Plan or the Executive Severance Plan;
|
•
|
covered by a local practice outside the United States that provides for severance payments and/or benefits in connection with a voluntary or involuntary termination of employment that are greater than the severance payments and/or benefits set forth herein.
|
Section 2.
|
Eligibility for Severance Payments and Benefits
|
(a)
|
Involuntary termination by your Participating Company other than for Cause (as defined below).
|
(b)
|
You voluntarily terminate your employment after the occurrence of any event constituting Good Reason (as defined below).
|
1.
|
Upon consummation of a Business Combination unless, following such Business Combination,
|
2.
|
Upon the consummation of the sale, lease or exchange of all or substantially all of the assets of Clearwater Paper; or
|
3.
|
On the date that individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board of Directors;
provided
,
however
, that any individual who becomes a member of the Board of Directors on or subsequent
|
4.
|
Upon the acquisition on or after the Effective Date by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either:
|
5.
|
Upon the approval by the stockholders of Clearwater Paper of a complete liquidation or dissolution of Clearwater Paper.
|
•
|
voluntary termination other than for Good Reason, including early retirement;
|
•
|
mandatory retirement from employment in accordance with your Participating Company’s policy or statutory requirements;
|
•
|
death;
|
•
|
Disability;
|
•
|
for Cause;
|
•
|
refusal, rejecting or declining to accept a transfer to a position with Clearwater Paper or another Participating Company, as applicable (for which you are qualified as determined by the Participating Company by reason of knowledge, training, and experience), provided the transfer would not constitute Good Reason for a voluntary termination;
|
•
|
the sale of all or part of Clearwater Paper’s or another Participating Company’s business assets (including but not limited to a Change of Control), or a spin-off of a division (or other operating assets) of Clearwater Paper or another Participating Company, if you are offered employment by the acquirer of such assets or such other spun-off entity prior to or within four (4) weeks after the date your employment with the Participating Company terminates, regardless of whether you accept the offer, provided that the terms and conditions of employment offered to you would not constitute Good Reason for a voluntary termination if the acquirer or spun-off entity were a Participating Company in this Plan;
|
•
|
upon the formation of a joint venture or other business entity in which Clearwater Paper or another Participating Company directly or indirectly will own some outstanding voting or other ownership interest (including but not limited to a Change of Control) if
|
•
|
you are reporting to a different person.
|
(i)
|
your conviction of any felony or any crime involving fraud, dishonesty or moral turpitude;
|
(ii)
|
your participation in a fraud or act of dishonesty against Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper that results in material harm to the business of Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper;
|
(iii)
|
your intentional, material violation of any contract between you and Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper, or any statutory duty you owe Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper, in either case that you do not correct within thirty (30) days after written notice thereof has been provided to you;
|
(iv)
|
the commission by you of an act that could (either alone or with other acts) be considered harassment or discrimination on the basis of gender, race, age, religion, sexual orientation or other protected category; or
|
(v)
|
the commission by you of an alcohol or drug offense in violation of Clearwater Paper’s or a subsidiary’s or affiliate’s Substance Abuse Policy for salaried employees.
|
(i)
|
the assignment to you of any duties or responsibilities that results in a material diminution in your position or function;
provided
,
however
, that a change in your title or reporting relationships shall not provide the basis for a voluntary termination with Good Reason;
|
(ii)
|
a 10% or greater reduction by your Participating Company, other than in connection with an across-the-board reduction applicable to other senior executives of the Participating Company, in your base salary and/or target bonus, and/or target long-term incentive opportunity, all as in effect immediately prior to such reduction;
|
(iii)
|
any failure by Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper to continue in effect (or substantially replace in the aggregate) any material benefit plan or program in which you are participating (hereinafter referred to as “Benefit Plans”), or the taking of any action by Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper that would adversely affect your participation in or reduce your benefits under the Benefit Plan;
provided
,
however
, that no voluntary termination of service with Good Reason shall be deemed to have occurred if Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper provide for your participation in benefit plans and programs that, taken as a whole, are comparable to the Benefit Plans;
|
(iv)
|
a relocation of your business office to a location more than 50 miles from the location at which you perform duties, except for required travel by you on Clearwater Paper’s, its subsidiaries’ or affiliates’ or any successor to Clearwater Paper’s business; or
|
(v)
|
a material breach by Clearwater Paper, its subsidiaries or affiliates or any successor to Clearwater Paper concerning the terms and conditions of your employment.
|
Section 3.
|
Severance Payment and Benefits
|
•
|
2.50 times the sum of (A) your annual Base Pay (as defined below)
plus
(B) your annual Base Pay multiplied by your target bonus percentage for the calendar year of your termination as determined pursuant to Clearwater Paper’s Annual Incentive Plan or a successor plan (the “AIP”). If your termination of employment occurs within the thirty (30) months
|
•
|
A prorated AIP award for the calendar year of your termination. Such AIP award will be determined under the terms of the AIP applicable to you for such year, but shall be based upon your target bonus percentage under the AIP for the calendar year of your termination. Your AIP award determined under the preceding sentence will be multiplied by a fraction, the numerator of which is the number of days you were employed by a Participating Company during the calendar year of your termination and the denominator of which is 365. Notwithstanding the foregoing, you will not be entitled to an AIP award under this paragraph if you are entitled to an AIP award for the calendar year of your termination pursuant to the change of control provisions of the AIP.
|
•
|
The unvested portion, if any, of your account balance under Clearwater Paper’s 401(k) Plan and your “401(k) Plan Supplemental Benefit” account balance under Clearwater Paper’s Salaried Supplemental Benefit Plan (the “Supplemental Plan”) or any successor plans.
|
•
|
If you participate in Clearwater Paper’s Salaried Retirement Plan (the “Retirement Plan”) and are not vested in your accrued benefit under such plan as of the date of your termination of employment, an amount equal to the present value of your “Normal Retirement Benefit” under the Retirement Plan and your “Retirement Plan Supplemental Benefit” under the Supplemental Plan. Such present value shall be determined as of the date of your termination of employment using the assumed discount rate applied in projecting Clearwater Paper’s pension benefit obligations for financial reporting purposes and the RP 2000 mortality table.
|
•
|
It shall include but not be limited to a general release of claims against Clearwater Paper, its subsidiaries and affiliates and their respective officers, directors, employees and agents, and shall contain certain restrictive covenants and obligations on your part including, but not limited to, non-competition and non-solicitation covenants for the twenty-four (24) month period commencing on your separation date, an agreement by you not to make use of confidential or proprietary information of Clearwater Paper or its subsidiaries of affiliates, an agreement not to disparage or encourage or induce others to disparage Clearwater Paper, its subsidiaries or affiliates or their respective products for a specified period, an agreement to return Company property, and an agreement to
|
•
|
Clearwater Paper or your Participating Company will provide a form of such Separation Agreement not later than the date of your Separation from Service.
|
•
|
You must sign and return the Separation Agreement within the minimum time period required by law and not revoke it during any permitted revocation period, in order for the Separation Agreement to become effective. Otherwise, you will not be eligible for, and neither Clearwater Paper nor any other Participating Company shall have any obligation to pay you, any Severance Payment.
|
•
|
contributions to a Dependent Care Reimbursement Account;
|
•
|
contributions to and earning service for vesting under Clearwater Paper’s 401(k) Plan;
|
•
|
earning additional service for vesting under Clearwater Paper’s Salaried Retirement Plan (if applicable); and
|
•
|
participation in Clearwater Paper’s or your Participating Company’s disability plans.
|
Section 4.
|
Amendment and Plan Termination
|
Section 5.
|
Miscellaneous
|
•
|
as short-term deferrals under Treasury Regulation Section 1.409A-1(b)(4) (in general, a short-term deferral is an amount that is payable no later than March 15 of the year following the year in which the amount becomes due and payable); and
|
•
|
as payments not qualifying as short-term deferrals, to the extent that the payments do not exceed two times the lesser of (1) your annualized rate of pay for the prior calendar year or (2) the limitation under Code Section 401(a)(17) for the year of your Separation from Service (as defined below) ($250,000 in 2012)
and
such payments are made no later than December 31 of the second calendar year following the year of your Separation from Service (the “409A Severance Limit”).
|
Section 6.
|
Administrative Information About Your Plan
|
Section 7.
|
Your Rights and Privileges Under ERISA
|
Section 8.
|
Other Administrative Facts
|
|
|
|
Name of Plan
|
|
Clearwater Paper Change of Control Plan
|
|
|
|
Type of Plan
|
|
Severance plan
|
|
|
|
Plan Records
|
|
Kept on a calendar-year basis
|
|
|
|
Plan Year
|
|
January 1 – December 31
|
|
|
|
Plan Funding
|
|
Clearwater Paper and other Participating Companies provide severance benefits from general revenues
|
|
|
|
Plan Sponsor
|
|
Clearwater Paper Corporation
601 West Riverside Avenue, Suite 1100
Spokane, WA 99201
Employer identification number: 20-3594554
|
|
|
|
Plan Administrator and Named Fiduciary
|
|
Clearwater Paper Benefits Committee
c/o Associate General Counsel
Clearwater Paper Corporation
601 West Riverside Avenue, Suite 1100
Spokane, WA 99201
Telephone: (509) 344-5900
|
|
|
|
Agent for Service of Legal Process on the Plan
|
|
Legal process may be served on the Plan Administrator (c/o the Associate General Counsel) at the address shown above.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings before income taxes
|
|
$
|
38,234
|
|
|
$
|
111,591
|
|
|
$
|
70,920
|
|
|
$
|
76,196
|
|
|
$
|
275,685
|
|
Add: Fixed charges
|
|
69,390
|
|
|
53,974
|
|
|
55,706
|
|
|
27,382
|
|
|
20,248
|
|
|||||
Subtract: Capitalized interest
|
|
—
|
|
|
(12,570
|
)
|
|
(3,705
|
)
|
|
(480
|
)
|
|
—
|
|
|||||
Earnings available for fixed charges
|
|
$
|
107,624
|
|
|
$
|
152,995
|
|
|
$
|
122,921
|
|
|
$
|
103,098
|
|
|
$
|
295,933
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
1
|
|
$
|
61,094
|
|
|
$
|
33,796
|
|
|
$
|
44,809
|
|
|
$
|
22,571
|
|
|
$
|
15,505
|
|
Rental expense factor
2
|
|
8,296
|
|
|
7,608
|
|
|
7,192
|
|
|
4,331
|
|
|
4,743
|
|
|||||
Capitalized interest
|
|
—
|
|
|
12,570
|
|
|
3,705
|
|
|
480
|
|
|
—
|
|
|||||
Total fixed charges
|
|
$
|
69,390
|
|
|
$
|
53,974
|
|
|
$
|
55,706
|
|
|
$
|
27,382
|
|
|
$
|
20,248
|
|
Ratio of earnings to fixed charges
|
|
1.6
|
|
|
2.8
|
|
|
2.2
|
|
|
3.8
|
|
|
14.6
|
|
1
|
Interest expense, net for the year ended December 31, 2013 includes debt retirement costs of $17.1 million.
|
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 – Natural Dam
|
|
Delaware
|
|
Clearwater Paper – Natural Dam
|
|
|
|
||
Cellu Tissue Corporation – Neenah
|
|
Delaware
|
|
Clearwater Paper – Neenah
|
|
|
|
||
Cellu Tissue, LLC
|
|
Delaware
|
|
Clearwater Paper – East Hartford
|
|
|
|
||
Clearwater Paper – Wiggins, LLC
|
|
Delaware
|
|
None
|
|
|
|
||
Menominee Acquisition Corporation
|
|
Delaware
|
|
Clearwater Paper – Menominee
|
|
|
|
||
Cellu Tissue – Long Island, LLC
|
|
Delaware
|
|
Clearwater Paper – Long Island
|
|
|
|
||
Cellu Tissue Corporation – Oklahoma City
|
|
Delaware
|
|
Clearwater Paper – Oklahoma City
|
|
|
|
||
Interlake Acquisition Corporation Limited
|
|
Nova Scotia
|
|
Clearwater Paper – St. Catharines
|
|
|
|
||
Cellu Tissue – CityForest, LLC
|
|
Minnesota
|
|
Clearwater Paper – Ladysmith
|
|
|
|
|
|
Clearwater Fiber, LLC
|
|
Delaware
|
|
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 19, 2014
|
|
|
|
/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)
|
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 19, 2014
|
|
|
|
/S/ JOHN D. HERTZ
|
|
|
|
|
John D. Hertz
|
|
|
|
|
Senior Vice President, Finance and Chief Financial Officer
|
(1)
|
the Annual Report of the Company on Form 10-K for the period ended
December 31, 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
|
February 19, 2014
|
(1)
|
the Annual Report of the Company on Form 10-K for the period ended
December 31, 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
|
February 19, 2014
|