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
|
|
20-3594554
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(State or other jurisdiction of incorporation or organization)
|
|
(IRS Employer Identification No.)
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601 W. Riverside Avenue, Suite 1100
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||
Spokane,
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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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Trading Symbol
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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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CLW
|
New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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PAGE
NUMBER
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|
PART I
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|
ITEM 1.
|
Business
|
|
ITEM 1A.
|
Risk Factors
|
|
ITEM 1B.
|
Unresolved Staff Comments
|
|
ITEM 2.
|
Properties
|
|
ITEM 3.
|
Legal Proceedings
|
|
ITEM 4.
|
Mine Safety Disclosures
|
|
|
PART II
|
|
ITEM 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
|
ITEM 6.
|
Selected Financial Data
|
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
|
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market Risks
|
|
ITEM 8.
|
Financial Statements and Supplementary Data
|
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
|
ITEM 9A.
|
Controls and Procedures
|
|
ITEM 9B.
|
Other Information
|
|
|
PART III
|
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance
|
|
ITEM 11.
|
Executive Compensation
|
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
ITEM 14.
|
Principal Accounting Fees and Services
|
|
|
PART IV
|
|
ITEM 15.
|
Exhibits, Financial Statement Schedules
|
|
ITEM 16.
|
Form 10-K Summary
|
|
SIGNATURES
|
•
|
competitive pricing pressures for our products, including as a result of increased capacity as additional manufacturing facilities are operated by our competitors;
|
•
|
the loss of, changes in prices in regard to, or reduction in, orders from a significant customer;
|
•
|
changes in the cost and availability of wood fiber and wood pulp;
|
•
|
changes in transportation costs and disruptions in transportation services;
|
•
|
changes in customer product preferences and competitors' product offerings;
|
•
|
larger competitors having operational and other advantages;
|
•
|
customer acceptance and timing and quantity of purchases of our tissue products, including the existence of sufficient demand for and the quality of tissue produced by our expanded Shelby, North Carolina operations;
|
•
|
consolidation and vertical integration of converting operations in the paperboard industry;
|
•
|
our ability to successfully implement our operational efficiencies and cost savings strategies, along with related capital projects, and achieve the expected operational or financial results of those projects, including from the continuous digester at our Lewiston, Idaho facility;
|
•
|
changes in the U.S. and international economies and in general economic conditions in the regions and industries in which we operate;
|
•
|
manufacturing or operating disruptions, including IT system and IT system implementation failures, equipment malfunctions and damage to our manufacturing facilities;
|
•
|
cyber-security risks;
|
•
|
changes in costs for and availability of packaging supplies, chemicals, energy and maintenance and repairs;
|
•
|
labor disruptions;
|
•
|
cyclical industry conditions;
|
•
|
changes in expenses, required contributions and potential withdrawal costs associated with our pension plans;
|
•
|
environmental liabilities or expenditures;
|
•
|
reliance on a limited number of third-party suppliers for raw materials;
|
•
|
our ability to attract, motivate, train and retain qualified and key personnel;
|
•
|
our substantial indebtedness and ability to service our debt obligations;
|
•
|
restrictions on our business from debt covenants and terms;
|
•
|
negative changes in our credit agency ratings; and
|
•
|
changes in laws, regulations or industry standards affecting our business.
|
ITEM 1.
|
Business
|
|
Year Ended December 31,
|
|
Increase (decrease)
|
||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
|
2019 - 2018
|
|
2018 - 2017
|
||||||||
Consumer Paper
|
$
|
906.8
|
|
|
$
|
884.8
|
|
|
$
|
941.9
|
|
|
2.5
|
%
|
|
(6.1
|
)%
|
Pulp and Paperboard
|
854.7
|
|
|
839.4
|
|
|
788.5
|
|
|
1.8
|
%
|
|
6.5
|
%
|
|||
|
$
|
1,761.5
|
|
|
$
|
1,724.2
|
|
|
$
|
1,730.4
|
|
|
2.2
|
%
|
|
(0.4
|
)%
|
CONTRACT
EXPIRATION
DATE
|
DIVISION AND LOCATION
|
UNION
|
APPROXIMATE
NUMBER OF HOURLY
EMPLOYEES
|
|
August 31, 2017
|
Consumer Products Division & Pulp & Paperboard Division -
Lewiston, Idaho |
United Steel Workers (USW)
|
865
|
|
August 31, 2017
|
Consumer Products Division & Pulp & Paperboard Division -
Lewiston, Idaho |
International Brotherhood of Electrical Workers (IBEW)
|
55
|
|
CONTRACT
EXPIRATION
DATE
|
DIVISION AND LOCATION
|
UNION
|
APPROXIMATE
NUMBER OF HOURLY
EMPLOYEES
|
|
May 31, 2020
|
Consumer Products Division - Neenah, Wisconsin
|
United Steel Workers (USW)
|
290
|
|
ITEM 1A.
|
Risk Factors
|
•
|
make it more difficult for us to satisfy our obligations under our notes and Credit Agreements;
|
•
|
increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings, including those under the Credit Agreements, are and will continue to be at variable rates of interest;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and industry;
|
•
|
place us at a disadvantage compared to competitors that may have proportionately less debt;
|
•
|
limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and
|
•
|
increase our cost of borrowing.
|
•
|
undergo a change in control;
|
•
|
sell assets;
|
•
|
pay dividends and make other distributions;
|
•
|
make investments and other restricted payments;
|
•
|
redeem or repurchase our capital stock;
|
•
|
incur additional debt and issue preferred stock;
|
•
|
guarantee indebtedness;
|
•
|
create liens;
|
•
|
consolidate, merge or sell substantially all of our assets;
|
•
|
enter into certain transactions with our affiliates;
|
•
|
engage in new lines of business; and
|
•
|
enter into sale and lease-back transactions.
|
•
|
a classified Board of Directors with three-year staggered terms;
|
•
|
the ability of our Board of Directors to issue shares of preferred stock and to determine the price and other terms, including preferences and voting rights, of those shares without stockholder approval;
|
•
|
stockholder action can only be taken at a special or regular meeting and not by written consent;
|
•
|
advance notice procedures for nominating candidates to our Board of Directors or presenting matters at stockholder meetings;
|
•
|
removal of directors only for cause;
|
•
|
allowing only our Board of Directors to fill vacancies on our Board of Directors; and
|
•
|
supermajority voting requirements to amend our bylaws and certain provisions of our certificate of incorporation.
|
ITEM 1B.
|
Unresolved Staff Comments
|
ITEM 2.
|
Properties
|
Location
|
|
Products
|
|
Owned or Leased
|
Las Vegas, Nevada
|
|
TAD tissue, Tissue converting
|
|
Owned
|
Lewiston, Idaho
|
|
Tissue, Tissue converting, Pulp and Paperboard
|
|
Owned
|
Neenah, Wisconsin
|
|
Tissue, Tissue converting
|
|
Owned
|
Shelby, North Carolina
|
|
TAD tissue, Tissue converting
|
|
Owned/Leased
|
Elwood, Illinois
|
|
Tissue converting
|
|
Leased
|
Cypress Bend, Arkansas
|
|
Pulp, Paperboard
|
|
Owned
|
Mendon, Michigan
|
|
Paperboard sheeting
|
|
Leased
|
Wilkes-Barre, Pennsylvania
|
|
Paperboard sheeting
|
|
Leased
|
Dallas, Texas
|
|
Paperboard sheeting
|
|
Leased
|
Richmond, Virginia
|
|
Paperboard sheeting
|
|
Leased
|
Hagerstown, Indiana
|
|
Paperboard sheeting
|
|
Leased
|
Columbia City, Oregon
|
|
Chip shipment
|
|
Leased
|
Clarkston, Washington
|
|
Wood chipping
|
|
Owned
|
(In tons)
|
|
Tissue
|
Tissue converting
|
Pulp
|
Paperboard
|
Sheeted Paperboard
|
|||||
Las Vegas, Nevada
|
|
39,000
|
|
64,000
|
|
|
|
|
|||
Lewiston, Idaho
|
|
190,000
|
|
90,000
|
|
590,000
|
|
480,000
|
|
|
|
Neenah, Wisconsin
|
|
54,000
|
|
70,000
|
|
|
|
|
|||
Shelby, North Carolina
|
|
152,000
|
|
141,000
|
|
|
|
|
|||
Elwood, Illinois
|
|
|
67,000
|
|
|
|
|
||||
Cypress Bend, Arkansas
|
|
|
|
314,000
|
|
360,000
|
|
|
|||
Mendon, Michigan
|
|
|
|
|
|
50,000
|
|
||||
Wilkes-Barre, Pennsylvania
|
|
|
|
|
|
40,000
|
|
||||
Dallas, Texas
|
|
|
|
|
|
36,000
|
|
||||
Richmond, Virginia
|
|
|
|
|
|
35,000
|
|
||||
Hagerstown, Indiana
|
|
|
|
|
|
32,000
|
|
||||
|
|
435,000
|
|
432,000
|
|
904,000
|
|
840,000
|
|
193,000
|
|
ITEM 3.
|
Legal Proceedings
|
ITEM 4.
|
Mine Safety Disclosures
|
ITEM 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
ITEM 6.
|
Selected Financial Data
|
(In millions, except net
income (loss) per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
SUMMARY STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,761.5
|
|
|
$
|
1,724.2
|
|
|
$
|
1,730.4
|
|
|
$
|
1,734.8
|
|
|
$
|
1,752.4
|
|
Income (loss) from operations
|
|
45.4
|
|
|
(97.9
|
)
|
|
71.2
|
|
|
114.8
|
|
|
123.7
|
|
|||||
Net income (loss)
|
|
(5.6
|
)
|
|
(143.8
|
)
|
|
97.3
|
|
|
49.6
|
|
|
56.0
|
|
|||||
Net income (loss) per share - basic
|
|
(0.34
|
)
|
|
(8.72
|
)
|
|
5.91
|
|
|
2.91
|
|
|
2.98
|
|
|||||
Net income (loss) per share - diluted
|
|
$
|
(0.34
|
)
|
|
$
|
(8.72
|
)
|
|
$
|
5.88
|
|
|
$
|
2.90
|
|
|
$
|
2.97
|
|
Weighted average common shares outstanding: (in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
16,533
|
|
|
16,487
|
|
|
16,464
|
|
|
17,001
|
|
|
18,762
|
|
|||||
Diluted
|
|
16,533
|
|
|
16,487
|
|
|
16,556
|
|
|
17,106
|
|
|
18,820
|
|
|||||
SUMMARY BALANCE SHEET INFORMATION
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
185.4
|
|
|
$
|
(5.3
|
)
|
|
$
|
33.5
|
|
|
$
|
80.0
|
|
|
$
|
199.0
|
|
Property, plant and equipment, net
|
|
1,257.7
|
|
|
1,269.3
|
|
|
1,051.0
|
|
|
945.3
|
|
|
866.5
|
|
|||||
Total assets
|
|
1,877.7
|
|
|
1,788.1
|
|
|
1,802.3
|
|
|
1,684.3
|
|
|
1,527.4
|
|
|||||
Long-term debt, net of current portion
|
|
884.5
|
|
|
692.9
|
|
|
592.0
|
|
|
592.7
|
|
|
592.7
|
|
|||||
Capital expenditures (including business acquisitions)
|
|
$
|
140.1
|
|
|
$
|
295.7
|
|
|
$
|
199.7
|
|
|
$
|
222.8
|
|
|
$
|
134.1
|
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(Dollars in millions, except per unit)
|
|
|
|
|
Increase (decrease)
|
|||||||||
Year ended December 31,
|
2019
|
2018
|
2017
|
|
2019 - 2018
|
2018 - 2017
|
||||||||
Sales:
|
|
|
|
|
|
|
||||||||
Retail tissue
|
$
|
845.6
|
|
$
|
794.4
|
|
$
|
857.6
|
|
|
6.4
|
%
|
(7.4
|
)%
|
Non-retail tissue
|
56.5
|
|
88.2
|
|
81.1
|
|
|
(35.9
|
)%
|
8.8
|
%
|
|||
Other
|
4.7
|
|
2.2
|
|
3.2
|
|
|
113.6
|
%
|
(31.3
|
)%
|
|||
|
$
|
906.8
|
|
$
|
884.8
|
|
$
|
941.9
|
|
|
2.5
|
%
|
(6.1
|
)%
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
$
|
(6.6
|
)
|
0.3
|
|
46.2
|
|
|
nm
|
nm
|
||||
Operating margin
|
(0.7
|
)%
|
—
|
%
|
4.9
|
%
|
|
|
|
|||||
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
63.1
|
|
$
|
58.1
|
|
$
|
106.5
|
|
|
8.6
|
%
|
(45.4
|
)%
|
Adjusted EBITDA Margin
|
7.0
|
%
|
6.6
|
%
|
11.3
|
%
|
|
|
|
|||||
|
|
|
|
|
|
|
||||||||
Shipments (short tons):
|
|
|
|
|
|
|
||||||||
Retail tissue
|
308,805
|
293,856
|
309,067
|
|
5.1
|
%
|
(4.9
|
)%
|
||||||
Non-retail tissue
|
32,164
|
58,577
|
55,562
|
|
(45.1
|
)%
|
5.4
|
%
|
||||||
|
|
|
|
|
|
|
||||||||
Sales price (short tons):
|
|
|
|
|
|
|
||||||||
Retail tissue
|
$
|
2,738
|
|
$
|
2,703
|
|
$
|
2,775
|
|
|
1.3
|
%
|
(2.6
|
)%
|
Non-retail tissue
|
$
|
1,756
|
|
$
|
1,506
|
|
$
|
1,440
|
|
|
16.6
|
%
|
4.6
|
%
|
(Dollars in millions, except per unit)
|
|
|
|
|
Increase (decrease)
|
|||||||||
Year ended December 31,
|
2019
|
2018
|
2017
|
|
2019 - 2018
|
2018 - 2017
|
||||||||
Sales:
|
|
|
|
|
|
|
||||||||
Paperboard
|
$
|
848.4
|
|
$
|
837.9
|
|
$
|
788.5
|
|
|
1.3
|
%
|
6.3
|
%
|
Other
|
6.3
|
|
1.5
|
|
—
|
|
|
320.0
|
%
|
nm
|
||||
|
$
|
854.7
|
|
$
|
839.4
|
|
$
|
788.5
|
|
|
1.8
|
%
|
6.5
|
%
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
115.3
|
|
$
|
130.9
|
|
$
|
97.5
|
|
|
(11.9
|
)%
|
34.3
|
%
|
Operating margin
|
13.5
|
%
|
15.6
|
%
|
12.4
|
%
|
|
|
|
|||||
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
154.7
|
|
$
|
168.7
|
|
$
|
132.0
|
|
|
(8.3
|
)%
|
27.8
|
%
|
Adjusted EBITDA Margin
|
18.1
|
%
|
20.1
|
%
|
16.7
|
%
|
|
|
|
|||||
|
|
|
|
|
|
|
||||||||
Shipments (short tons)
|
844,661
|
|
859,348
|
828,201
|
|
(1.7
|
)%
|
3.8
|
%
|
|||||
Sales price (short tons)
|
$
|
1,004
|
|
$975
|
$952
|
|
3.0
|
%
|
2.4
|
%
|
|
Payments due by period
|
||||||||||||||||||
(In millions)
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Short-term debt
|
$
|
13.5
|
|
|
$
|
13.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt1
|
1,103.9
|
|
|
46.8
|
|
|
93.1
|
|
|
348.7
|
|
|
615.3
|
|
|||||
Finance leases2
|
33.9
|
|
|
3.2
|
|
|
6.3
|
|
|
5.7
|
|
|
18.7
|
|
|||||
Operating leases2
|
93.5
|
|
|
17.4
|
|
|
32.4
|
|
|
17.0
|
|
|
26.7
|
|
|||||
Purchase obligations3
|
67.5
|
|
|
65.7
|
|
|
0.9
|
|
|
0.9
|
|
|
—
|
|
|||||
Other long-term obligations4, 5
|
57.5
|
|
|
7.6
|
|
|
11.8
|
|
|
9.8
|
|
|
28.3
|
|
|||||
Total
|
$
|
1,369.8
|
|
|
$
|
154.2
|
|
|
$
|
144.4
|
|
|
$
|
382.2
|
|
|
$
|
689.0
|
|
1
|
Amounts presented for principal and interest payments assume that all long-term debt outstanding as of December 31, 2019 will be paid based upon stated rates, terms and interest rates on variable rate debt in effect as of December 31, 2019 will remain in effect until maturity.
|
2
|
These amounts represent our minimum lease payments, including amounts representing interest.
|
3
|
Purchase obligations consist primarily of contracts for the purchase of chemicals and pulp from third parties and contracts with natural gas and electricity providers that are legally binding on us and that specify fixed or minimum quantities. Purchase obligations exclude arrangements that we can cancel without penalty.
|
4
|
Other long-term obligations consist of estimated benefit payments for postretirement employee benefit and supplemental pension plans, deferred compensation arrangements and asset retirement obligations.
|
5
|
Other obligations exclude $3.4 million of unrecognized tax benefits due to the uncertainty of timing of payment.
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market Risks
|
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||
(In millions)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
275.0
|
|
|
$
|
—
|
|
|
$
|
300.0
|
|
|
$
|
575.0
|
|
Variable rate
|
|
$
|
3.0
|
|
|
$
|
3.0
|
|
|
$
|
3.0
|
|
|
$
|
3.0
|
|
|
$
|
3.0
|
|
|
$
|
285.0
|
|
|
$
|
300.0
|
|
Revolving credit facility
|
|
$
|
13.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13.5
|
|
Average interest rate
|
|
3.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
4.50
|
%
|
|
5.00
|
%
|
|
5.19
|
%
|
|
4.97
|
%
|
|||||||
Fair value at December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
887.5
|
|
ITEM 8.
|
Financial Statements and Supplementary Data
|
|
|
At December 31,
|
||||||
(Dollars in millions, except per share information)
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
20.0
|
|
|
$
|
22.5
|
|
Restricted cash
|
|
1.4
|
|
|
—
|
|
||
Receivables, net of allowance for doubtful accounts of $1.5 at December 31, 2019 and 2018
|
|
159.1
|
|
|
145.5
|
|
||
Taxes receivable
|
|
0.3
|
|
|
6.3
|
|
||
Inventories
|
|
281.4
|
|
|
266.2
|
|
||
Other current assets
|
|
3.6
|
|
|
3.4
|
|
||
Total current assets
|
|
465.8
|
|
|
443.9
|
|
||
Property, plant and equipment, net
|
|
1,257.7
|
|
|
1,269.3
|
|
||
Operating lease right-of-use assets
|
|
73.1
|
|
|
—
|
|
||
Goodwill and intangible assets, net
|
|
52.0
|
|
|
59.2
|
|
||
Other assets, net
|
|
29.1
|
|
|
15.7
|
|
||
TOTAL ASSETS
|
|
$
|
1,877.7
|
|
|
$
|
1,788.1
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term debt
|
|
$
|
17.9
|
|
|
$
|
122.2
|
|
Accounts payable and accrued liabilities
|
|
262.5
|
|
|
327.0
|
|
||
Total current liabilities
|
|
280.4
|
|
|
449.2
|
|
||
Long-term debt
|
|
884.5
|
|
|
692.9
|
|
||
Long-term operating lease liabilities
|
|
65.6
|
|
|
—
|
|
||
Liability for pension and other postretirement employee benefits
|
|
76.6
|
|
|
78.2
|
|
||
Other long-term obligations
|
|
17.3
|
|
|
20.2
|
|
||
Deferred tax liabilities
|
|
121.3
|
|
|
121.2
|
|
||
TOTAL LIABILITIES
|
|
1,445.7
|
|
|
1,361.7
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, par value $0.0001 per share, 5,000,000 shares authorized,
no shares issued
|
|
—
|
|
|
—
|
|
||
Common stock, par value $0.0001 per share, 100,000,000 shares authorized,
16,515,813 and 16,482,345 shares issued
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
9.8
|
|
|
6.4
|
|
||
Retained earnings
|
|
481.7
|
|
|
487.3
|
|
||
Accumulated other comprehensive loss, net of tax
|
|
(59.5
|
)
|
|
(67.3
|
)
|
||
Total stockholders’ equity
|
|
432.0
|
|
|
426.4
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
1,877.7
|
|
|
$
|
1,788.1
|
|
|
|
For The Years Ended December 31,
|
||||||||||
(In millions, except per-share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
1,761.5
|
|
|
$
|
1,724.2
|
|
|
$
|
1,730.4
|
|
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
1,597.0
|
|
|
1,536.7
|
|
|
1,521.2
|
|
|||
Selling, general and administrative expenses
|
|
112.8
|
|
|
107.8
|
|
|
121.2
|
|
|||
Other operating charges, net
|
|
6.3
|
|
|
(17.5
|
)
|
|
16.8
|
|
|||
Goodwill impairment
|
|
—
|
|
|
195.1
|
|
|
—
|
|
|||
Total operating costs and expenses
|
|
1,716.1
|
|
|
1,822.1
|
|
|
1,659.2
|
|
|||
Income (loss) from operations
|
|
45.4
|
|
|
(97.9
|
)
|
|
71.2
|
|
|||
Interest expense, net
|
|
(44.9
|
)
|
|
(30.7
|
)
|
|
(31.4
|
)
|
|||
Debt retirement costs
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|||
Non-operating pension and other postretirement employee
benefits income (expense)
|
|
(5.7
|
)
|
|
(4.9
|
)
|
|
1.1
|
|
|||
Income (loss) before income taxes
|
|
(7.9
|
)
|
|
(133.5
|
)
|
|
40.9
|
|
|||
Income tax provision (benefit)
|
|
(2.3
|
)
|
|
10.3
|
|
|
(56.4
|
)
|
|||
Net income (loss)
|
|
$
|
(5.6
|
)
|
|
$
|
(143.8
|
)
|
|
$
|
97.3
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.34
|
)
|
|
$
|
(8.72
|
)
|
|
$
|
5.91
|
|
Diluted
|
|
(0.34
|
)
|
|
(8.72
|
)
|
|
5.88
|
|
|||
|
|
|
|
|
|
|
||||||
Average shares of common stock used to compute net income
(loss) per share: (in thousands)
|
|
|
|
|
|
|
||||||
Basic
|
|
16,533
|
|
|
16,487
|
|
|
16,464
|
|
|||
Diluted
|
|
16,533
|
|
|
16,487
|
|
|
16,556
|
|
|
|
For The Years Ended December 31,
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
|
$
|
(5.6
|
)
|
|
$
|
(143.8
|
)
|
|
$
|
97.3
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Defined benefit pension and other post retirement employee benefits:
|
|
|
|
|
|
|
||||||
Net (loss) gain arising during the period, net of tax
of $0.9, $(5.7) and $2.5
|
|
2.7
|
|
|
(16.0
|
)
|
|
6.7
|
|
|||
Amortization of actuarial loss included in net periodic cost,
net of tax of $1.9, $2.4 and $1.3
|
|
5.1
|
|
|
6.8
|
|
|
2.0
|
|
|||
Amortization of prior service credit included in net
periodic cost, net of tax of $-, $(0.4), and $(0.6)
|
|
—
|
|
|
(1.3
|
)
|
|
(0.9
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
7.8
|
|
|
(10.5
|
)
|
|
7.8
|
|
|||
Comprehensive income (loss)
|
|
$
|
2.2
|
|
|
$
|
(154.3
|
)
|
|
$
|
105.1
|
|
|
|
For The Years Ended December 31,
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(5.6
|
)
|
|
$
|
(143.8
|
)
|
|
$
|
97.3
|
|
Adjustments to reconcile net income (loss) to net cash flows from
operating activities:
|
|
|
|
|
|
|
||||||
Goodwill impairment
|
|
—
|
|
|
195.1
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
115.6
|
|
|
101.9
|
|
|
105.0
|
|
|||
Equity-based compensation expense
|
|
4.1
|
|
|
3.3
|
|
|
3.6
|
|
|||
Deferred taxes
|
|
(0.3
|
)
|
|
7.1
|
|
|
(40.6
|
)
|
|||
Pension and other post employment benefits
|
|
1.4
|
|
|
(0.6
|
)
|
|
(5.1
|
)
|
|||
Debt retirement costs
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|||
Gain on divested assets, net
|
|
—
|
|
|
(25.5
|
)
|
|
—
|
|
|||
Disposal of plant and equipment, net
|
|
0.7
|
|
|
0.7
|
|
|
4.1
|
|
|||
Other non-cash activity
|
|
2.5
|
|
|
1.5
|
|
|
2.9
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
|
(13.6
|
)
|
|
(7.3
|
)
|
|
5.6
|
|
|||
(Increase) decrease in taxes receivable, net
|
|
(4.4
|
)
|
|
14.0
|
|
|
(10.6
|
)
|
|||
Increase in inventory
|
|
(21.2
|
)
|
|
(8.1
|
)
|
|
(14.8
|
)
|
|||
(Increase) decrease in other current assets
|
|
(0.8
|
)
|
|
6.4
|
|
|
(0.3
|
)
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
|
(28.5
|
)
|
|
25.2
|
|
|
31.3
|
|
|||
Other, net
|
|
3.0
|
|
|
(1.0
|
)
|
|
0.3
|
|
|||
Net cash flows from operating activities
|
|
55.6
|
|
|
168.9
|
|
|
178.7
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
|
(140.1
|
)
|
|
(295.7
|
)
|
|
(199.7
|
)
|
|||
Net proceeds from divested assets
|
|
—
|
|
|
70.9
|
|
|
—
|
|
|||
Other, net
|
|
—
|
|
|
0.8
|
|
|
0.9
|
|
|||
Net cash flows from investing activities
|
|
(140.1
|
)
|
|
(224.0
|
)
|
|
(198.8
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
|||
Borrowings on short-term debt
|
|
549.3
|
|
|
630.8
|
|
|
298.3
|
|
|||
Repayments of borrowings on short-term debt
|
|
(657.7
|
)
|
|
(565.0
|
)
|
|
(278.3
|
)
|
|||
Proceeds from long-term debt, net
|
|
296.1
|
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt
|
|
(103.0
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for debt issuance costs
|
|
(2.3
|
)
|
|
(2.1
|
)
|
|
(0.1
|
)
|
|||
Other, net
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(1.2
|
)
|
|||
Net cash flows from financing activities
|
|
82.0
|
|
|
63.3
|
|
|
13.8
|
|
|||
Increase (decrease) in cash, cash equivalents and restricted cash
|
|
(2.5
|
)
|
|
8.2
|
|
|
(6.3
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
|
24.9
|
|
|
16.7
|
|
|
23.0
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
22.4
|
|
|
$
|
24.9
|
|
|
$
|
16.7
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Cash paid for interest, net of amounts capitalized
|
|
$
|
38.4
|
|
|
$
|
26.1
|
|
|
$
|
28.1
|
|
Cash paid for income taxes
|
|
$
|
3.6
|
|
|
$
|
3.7
|
|
|
$
|
2.7
|
|
Cash received from income tax refunds
|
|
$
|
0.5
|
|
|
$
|
14.3
|
|
|
$
|
7.6
|
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders'
Equity
|
||||||||||||||||||
(In millions, except share amounts which are in thousands)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2016
|
|
24,223
|
|
|
$
|
—
|
|
|
$
|
347.1
|
|
|
$
|
569.9
|
|
|
(7,736
|
)
|
|
$
|
(395.3
|
)
|
|
$
|
(51.8
|
)
|
|
$
|
469.9
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97.3
|
|
||||||
Performance share, restricted stock unit, and stock option awards, net
|
|
46
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
||||||
Pension and OPEB, net of tax of $3.2
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
|
7.8
|
|
||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
(4.9
|
)
|
|
—
|
|
|
(4.9
|
)
|
||||||
Retirement of treasury stock
|
|
(7,821
|
)
|
|
—
|
|
|
(351.3
|
)
|
|
(48.9
|
)
|
|
7,821
|
|
|
400.2
|
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2017
|
|
16,448
|
|
|
—
|
|
|
1.1
|
|
|
618.3
|
|
|
—
|
|
|
—
|
|
|
(44.0
|
)
|
|
575.4
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(143.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(143.8
|
)
|
||||||
Performance share, restricted stock unit, and stock option awards, net
|
|
34
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
||||||
Reclassification of the income tax effects of the Tax Cuts and Jobs Act
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.8
|
|
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
|
—
|
|
||||||
Pension and OPEB, net of tax of ($3.7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.5
|
)
|
|
(10.5
|
)
|
||||||
Balance at December 31, 2018
|
|
16,482
|
|
|
—
|
|
|
6.4
|
|
|
487.3
|
|
|
—
|
|
|
—
|
|
|
(67.3
|
)
|
|
426.4
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
||||||
Performance share, restricted stock unit, and stock option awards, net
|
|
33
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
||||||
Pension and OPEB, net of tax of $2.8
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
|
7.8
|
|
||||||
Balance at December 31, 2019
|
|
16,515
|
|
|
$
|
—
|
|
|
$
|
9.8
|
|
|
$
|
481.7
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(59.5
|
)
|
|
$
|
432.0
|
|
|
|
PAGE
NUMBER
|
NOTE 1
|
||
NOTE 2
|
||
NOTE 3
|
||
NOTE 4
|
||
NOTE 5
|
||
NOTE 6
|
||
NOTE 7
|
||
NOTE 8
|
||
NOTE 9
|
||
NOTE 10
|
||
NOTE 11
|
||
NOTE 12
|
||
NOTE 13
|
||
NOTE 14
|
||
NOTE 15
|
||
NOTE 16
|
||
NOTE 17
|
||
NOTE 18
|
|
December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash and cash equivalents
|
$
|
20.0
|
|
|
$
|
22.5
|
|
|
$
|
15.7
|
|
Restricted cash
|
1.4
|
|
|
—
|
|
|
—
|
|
|||
Restricted cash included in Other assets, net
|
1.0
|
|
|
2.4
|
|
|
1.0
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
22.4
|
|
|
$
|
24.9
|
|
|
$
|
16.7
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Logs, pulpwood, chips and sawdust
|
|
$
|
19.4
|
|
|
$
|
19.8
|
|
Pulp, paperboard and tissue products
|
|
168.9
|
|
|
159.5
|
|
||
Materials and supplies
|
|
93.1
|
|
|
86.9
|
|
||
|
|
$
|
281.4
|
|
|
$
|
266.2
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Land and land improvements
|
|
$
|
109.9
|
|
|
$
|
95.3
|
|
Buildings and improvements
|
|
478.7
|
|
|
381.1
|
|
||
Machinery and equipment
|
|
2,441.7
|
|
|
2,211.3
|
|
||
Construction in progress
|
|
9.2
|
|
|
273.3
|
|
||
|
|
3,039.5
|
|
|
2,961.0
|
|
||
Less accumulated depreciation and amortization
|
|
(1,781.8
|
)
|
|
(1,691.7
|
)
|
||
Property, plant and equipment, net
|
|
$
|
1,257.7
|
|
|
$
|
1,269.3
|
|
(In millions)
|
|
Year Ended
December 31, 2019
|
||
Operating lease costs
|
|
$
|
15.0
|
|
|
|
|
||
Finance lease costs:
|
|
|
||
Amortization of right-of-use assets
|
|
1.7
|
|
|
Interest on lease liabilities
|
|
1.9
|
|
|
Total finance lease costs
|
|
3.6
|
|
|
|
|
|
||
Variable lease costs
|
|
1.2
|
|
|
|
|
|
||
Total lease costs
|
|
$
|
19.8
|
|
(In millions)
|
|
Year Ended
December 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
16.6
|
|
Operating cash flows from finance leases
|
|
1.9
|
|
|
Financing cash flows from finance leases
|
|
1.3
|
|
|
|
|
|
||
Non-cash amounts for lease liabilities arising from obtaining right-of-use assets:
|
|
|
||
Operating leases
|
|
$
|
2.5
|
|
Finance leases
|
|
0.5
|
|
(In millions)
|
Classification
|
|
December 31, 2019
|
||
Lease ROU Assets
|
|
|
|
||
Operating lease assets
|
Operating lease right-of-use assets
|
|
$
|
73.1
|
|
Finance lease assets
|
Property, plant and equipment, net
|
|
26.5
|
|
|
Accumulated Depreciation
|
|
|
(11.1
|
)
|
|
Total lease ROU assets
|
|
|
$
|
88.5
|
|
|
|
|
|
||
Lease Liabilities
|
|
|
|
||
Current operating lease liabilities
|
Accounts payable and accrued liabilities
|
|
$
|
13.9
|
|
Current finance lease liabilities
|
Short-term debt
|
|
1.4
|
|
|
Total current lease liabilities
|
|
|
15.3
|
|
|
|
|
|
|
||
Non-current operating lease liabilities
|
Long-term operating lease liabilities
|
|
65.6
|
|
|
Non-current finance lease liabilities
|
Long-term debt
|
|
20.6
|
|
|
Total non-current lease liabilities
|
|
|
86.2
|
|
|
|
|
|
|
||
Total operating lease liabilities
|
|
|
79.5
|
|
|
Total finance lease liabilities
|
|
|
22.0
|
|
|
Total lease liabilities
|
|
|
$
|
101.5
|
|
|
|
December 31, 2019
|
|
Weighted average remaining lease term (years)
|
|
|
|
Operating leases
|
|
6.6
|
|
Finance leases
|
|
10.7
|
|
|
|
|
|
Weighted average discount rate
|
|
|
|
Operating leases
|
|
4.9
|
%
|
Finance leases
|
|
8.3
|
%
|
(In millions)
|
|
Operating
|
|
Finance
|
||||
2020
|
|
$
|
17.4
|
|
|
$
|
3.2
|
|
2021
|
|
16.7
|
|
|
3.2
|
|
||
2022
|
|
15.7
|
|
|
3.1
|
|
||
2023
|
|
9.6
|
|
|
2.9
|
|
||
2024
|
|
7.4
|
|
|
2.8
|
|
||
Thereafter
|
|
26.7
|
|
|
18.7
|
|
||
Total lease payments
|
|
93.5
|
|
|
33.9
|
|
||
Less interest portion
|
|
(14.0
|
)
|
|
(11.9
|
)
|
||
Total
|
|
$
|
79.5
|
|
|
$
|
22.0
|
|
(In millions)
|
Operating
|
|
Capital
|
||||
2019
|
$
|
12.0
|
|
|
$
|
3.1
|
|
2020
|
11.4
|
|
|
3.1
|
|
||
2021
|
10.4
|
|
|
3.1
|
|
||
2022
|
9.5
|
|
|
3.0
|
|
||
2023
|
7.2
|
|
|
2.8
|
|
||
Thereafter
|
24.3
|
|
|
21.7
|
|
||
Total future minimum lease payments
|
$
|
74.8
|
|
|
36.8
|
|
|
Less interest portion
|
|
|
(13.9
|
)
|
|||
Present value of future minimum lease payments
|
|
|
$
|
22.9
|
|
(In millions)
|
|
Consumer Products
|
|
Pulp and Paperboard
|
|
Total
|
||||||||||||||
|
|
Goodwill
|
|
Intangibles
|
|
Goodwill
|
|
Intangibles
|
|
|
||||||||||
Balance as of December 31, 2017
|
|
$
|
209.1
|
|
|
$
|
10.1
|
|
|
$
|
35.1
|
|
|
$
|
22.4
|
|
|
$
|
276.7
|
|
Impairment
|
|
(195.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(195.1
|
)
|
|||||
Write off due to Ladysmith sale
|
|
(14.0
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(14.9
|
)
|
|||||
Amortization
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
(2.9
|
)
|
|
(7.5
|
)
|
|||||
Balance as of December 31, 2018
|
|
—
|
|
|
4.6
|
|
|
35.1
|
|
|
19.5
|
|
|
59.2
|
|
|||||
Amortization
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
(2.9
|
)
|
|
(7.2
|
)
|
|||||
Balance as of December 31, 2019
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
35.1
|
|
|
$
|
16.6
|
|
|
$
|
52.0
|
|
Years ending December 31,
|
Amount
|
||
2020
|
$
|
3.3
|
|
2021
|
2.9
|
|
|
2022
|
2.2
|
|
|
2023
|
2.1
|
|
|
2024
|
2.1
|
|
|
Thereafter
|
4.3
|
|
|
Total
|
$
|
16.9
|
|
|
|
For The Years Ended December 31,
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(2.1
|
)
|
|
$
|
1.1
|
|
|
$
|
(16.7
|
)
|
State
|
|
0.1
|
|
|
2.1
|
|
|
0.9
|
|
|||
Total current
|
|
(2.0
|
)
|
|
3.2
|
|
|
(15.8
|
)
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
(0.6
|
)
|
|
3.6
|
|
|
(36.8
|
)
|
|||
State
|
|
0.3
|
|
|
3.5
|
|
|
(3.8
|
)
|
|||
Total deferred
|
|
(0.3
|
)
|
|
7.1
|
|
|
(40.6
|
)
|
|||
Income tax provision (benefit)
|
|
$
|
(2.3
|
)
|
|
$
|
10.3
|
|
|
$
|
(56.4
|
)
|
|
|
For The Years Ended December 31,
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Tax at the statutory rate
|
|
$
|
(1.7
|
)
|
|
$
|
(28.0
|
)
|
|
$
|
14.3
|
|
Goodwill impairment
|
|
—
|
|
|
41.0
|
|
|
—
|
|
|||
Federal rate change
|
|
—
|
|
|
—
|
|
|
(70.1
|
)
|
|||
State and local taxes, net of federal income tax impact
|
|
(0.9
|
)
|
|
4.4
|
|
|
(1.2
|
)
|
|||
Adjustment for state deferred tax rate
|
|
(1.2
|
)
|
|
0.1
|
|
|
(0.7
|
)
|
|||
Federal credits and net operating losses
|
|
(2.3
|
)
|
|
(10.9
|
)
|
|
(3.2
|
)
|
|||
Uncertain tax positions
|
|
0.7
|
|
|
—
|
|
|
0.3
|
|
|||
Stock compensation
|
|
0.6
|
|
|
0.7
|
|
|
2.2
|
|
|||
Non-deductible expenses
|
|
0.4
|
|
|
0.2
|
|
|
0.3
|
|
|||
Change in valuation allowances
|
|
2.3
|
|
|
—
|
|
|
0.8
|
|
|||
Other, net1
|
|
(0.2
|
)
|
|
2.8
|
|
|
0.9
|
|
|||
Income tax provision (benefit)
|
|
$
|
(2.3
|
)
|
|
$
|
10.3
|
|
|
$
|
(56.4
|
)
|
1
|
Includes $2.9 million of expense associated with the write-off of goodwill as part of our divestiture discussed in Note 10, "Other Operating Charges, net" for the year ended December 31, 2018.
|
(In millions)
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Employee benefits
|
|
$
|
3.8
|
|
|
$
|
4.2
|
|
Postretirement employee benefits
|
|
17.1
|
|
|
15.9
|
|
||
Incentive compensation
|
|
4.4
|
|
|
4.3
|
|
||
Inventories
|
|
7.6
|
|
|
6.2
|
|
||
Pensions
|
|
3.2
|
|
|
7.4
|
|
||
Federal and state credit carryforwards
|
|
10.3
|
|
|
10.7
|
|
||
Federal and state net operating losses
|
|
8.8
|
|
|
2.0
|
|
||
Deferred interest expense
|
|
12.4
|
|
|
2.5
|
|
||
Operating leases
|
|
20.5
|
|
|
—
|
|
||
Other
|
|
1.6
|
|
|
3.0
|
|
||
Total deferred tax assets
|
|
89.7
|
|
|
56.2
|
|
||
Valuation allowance
|
|
(5.3
|
)
|
|
(3.8
|
)
|
||
Deferred tax assets, net of valuation allowance
|
|
84.4
|
|
|
52.4
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
(179.2
|
)
|
|
(161.8
|
)
|
||
Operating leases
|
|
(18.9
|
)
|
|
—
|
|
||
Intangible assets, net
|
|
(3.8
|
)
|
|
(5.6
|
)
|
||
Total deferred tax liabilities
|
|
(201.9
|
)
|
|
(167.4
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(117.5
|
)
|
|
$
|
(115.0
|
)
|
(In millions)
|
|
2019
|
|
2018
|
||||
Non-current deferred tax assets1
|
|
$
|
3.8
|
|
|
$
|
6.2
|
|
Non-current deferred tax liabilities
|
|
(121.3
|
)
|
|
(121.2
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(117.5
|
)
|
|
$
|
(115.0
|
)
|
1
|
Included in "Other assets, net" on our accompanying December 31, 2019 and 2018 Consolidated Balance Sheets.
|
(In millions)
|
|
Gross
Unrecognized
Tax Benefits,
Excluding
Interest and
Penalties
|
|
Interest
and
Penalties
|
|
Total Gross
Unrecognized
Tax Benefits
|
||||||
Balance at December 31, 2017
|
|
$
|
4.1
|
|
|
$
|
0.3
|
|
|
$
|
4.4
|
|
Change in prior year tax positions
|
|
(0.6
|
)
|
|
0.1
|
|
|
(0.5
|
)
|
|||
Reductions as a result of a lapse of the applicable statute of limitations
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|||
Change in current year tax positions
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||
Balance at December 31, 2018
|
|
3.1
|
|
|
0.3
|
|
|
3.4
|
|
|||
Change in prior year tax positions
|
|
0.3
|
|
|
0.1
|
|
|
0.4
|
|
|||
Change in current year tax positions
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||
Balance at December 31, 2019
|
|
$
|
3.7
|
|
|
$
|
0.4
|
|
|
$
|
4.1
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Trade accounts payable
|
|
$
|
149.6
|
|
|
$
|
228.1
|
|
Accrued wages, salaries and employee benefits
|
|
45.0
|
|
|
41.4
|
|
||
Operating lease liabilities
|
|
13.9
|
|
|
—
|
|
||
Accrued interest
|
|
13.3
|
|
|
14.7
|
|
||
Accrued utilities
|
|
8.6
|
|
|
6.9
|
|
||
Current liability for pension and other postretirement employee benefits
|
|
7.4
|
|
|
7.4
|
|
||
Accrued taxes other than income taxes payable
|
|
7.1
|
|
|
6.2
|
|
||
Accrued discounts and allowances
|
|
6.6
|
|
|
8.1
|
|
||
Other
|
|
11.0
|
|
|
14.2
|
|
||
|
|
$
|
262.5
|
|
|
$
|
327.0
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(In millions)
|
Interest Rate at
December 31, 2019
|
|
Principal
|
|
Unamortized Debt Costs
|
|
Total
|
|
Principal
|
|
Unamortized Debt Costs
|
|
Total
|
||||||||||||
Term loan maturing 2026, variable interest rate
|
5.0%
|
|
$
|
300.0
|
|
|
$
|
(5.1
|
)
|
|
$
|
294.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2013 Notes, maturing 2023, fixed interest rate
|
4.5%
|
|
275.0
|
|
|
(1.5
|
)
|
|
273.5
|
|
|
275.0
|
|
|
(2.0
|
)
|
|
273.0
|
|
||||||
2014 Notes, maturing 2025, fixed interest rate
|
5.4%
|
|
300.0
|
|
|
(1.5
|
)
|
|
298.5
|
|
|
300.0
|
|
|
(1.7
|
)
|
|
298.3
|
|
||||||
Credit Agreements, variable interest rates
|
3.0%
|
|
13.5
|
|
|
|
|
13.5
|
|
|
200.0
|
|
|
|
|
200.0
|
|
||||||||
Finance leases
|
|
|
22.0
|
|
|
|
|
22.0
|
|
|
23.0
|
|
|
|
|
23.0
|
|
||||||||
Supply chain financing
|
|
|
—
|
|
|
|
|
—
|
|
|
20.8
|
|
|
|
|
20.8
|
|
||||||||
Total debt
|
|
|
910.5
|
|
|
(8.1
|
)
|
|
902.4
|
|
|
818.8
|
|
|
(3.7
|
)
|
|
815.1
|
|
||||||
Less: current portion
|
|
|
(17.9
|
)
|
|
—
|
|
|
(17.9
|
)
|
|
(122.2
|
)
|
|
—
|
|
|
(122.2
|
)
|
||||||
Net long-term portion
|
|
|
$
|
892.6
|
|
|
$
|
(8.1
|
)
|
|
$
|
884.5
|
|
|
$
|
696.6
|
|
|
$
|
(3.7
|
)
|
|
$
|
692.9
|
|
|
December 31, 2019
|
||
(In millions)
|
Debt
|
||
2020
|
$
|
17.9
|
|
2021
|
4.6
|
|
|
2022
|
4.6
|
|
|
2023
|
279.5
|
|
|
2024
|
4.5
|
|
|
Thereafter
|
599.4
|
|
|
Total
|
$
|
910.5
|
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Reorganization expenses
|
|
$
|
2.9
|
|
|
$
|
8.0
|
|
|
$
|
2.3
|
|
Miscellaneous environmental accruals
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|||
Directors' equity-based compensation expense (benefit)
|
|
0.3
|
|
|
(2.3
|
)
|
|
(2.8
|
)
|
|||
Gain on divested assets, net
|
|
—
|
|
|
(24.0
|
)
|
|
—
|
|
|||
Costs associated with facility closures
|
|
—
|
|
|
—
|
|
|
16.7
|
|
|||
Other
|
|
2.1
|
|
|
0.8
|
|
|
0.6
|
|
|||
|
|
$
|
6.3
|
|
|
$
|
(17.5
|
)
|
|
$
|
16.8
|
|
•
|
expenses of $2.9 million on reorganization expenses, and
|
•
|
expenses of $1.0 million associated with certain environmental liabilities primarily related to asbestos remediation.
|
•
|
income of $2.3 million relating to directors' equity based compensation,
|
•
|
a gain of $24.0 million related to the sale of the Ladysmith facility (see Note 9 "Asset Divestiture" for further discussion), and
|
•
|
expenses of $8.0 million related to reorganization expenses.
|
•
|
income of $2.8 million relating to directors' equity based compensation,
|
•
|
expenses of $2.3 million on reorganization expenses, and
|
•
|
expenses of $16.7 million relating to closures of the Oklahoma facility and the Long Island facility .
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
294.2
|
|
|
$
|
317.8
|
|
|
$
|
60.3
|
|
|
$
|
65.1
|
|
Service cost
|
|
2.4
|
|
|
1.8
|
|
|
0.1
|
|
|
0.1
|
|
||||
Interest cost
|
|
12.4
|
|
|
12.0
|
|
|
2.8
|
|
|
2.4
|
|
||||
Actuarial (gains) losses
|
|
29.0
|
|
|
(16.3
|
)
|
|
9.6
|
|
|
(0.3
|
)
|
||||
Benefits paid
|
|
(21.5
|
)
|
|
(21.1
|
)
|
|
(6.4
|
)
|
|
(7.0
|
)
|
||||
Benefit obligation at end of year
|
|
316.5
|
|
|
294.2
|
|
|
66.4
|
|
|
60.3
|
|
||||
Changes in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
268.8
|
|
|
310.9
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
|
58.8
|
|
|
(21.5
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contribution
|
|
0.5
|
|
|
0.5
|
|
|
7.0
|
|
|
7.0
|
|
||||
Benefits paid
|
|
(21.5
|
)
|
|
(21.1
|
)
|
|
(7.0
|
)
|
|
(7.0
|
)
|
||||
Fair value of plan assets at end of year
|
|
306.6
|
|
|
268.8
|
|
|
—
|
|
|
—
|
|
||||
Funded status at end of year
|
|
$
|
(9.9
|
)
|
|
$
|
(25.4
|
)
|
|
$
|
(66.4
|
)
|
|
$
|
(60.3
|
)
|
Amounts recognized in Consolidated Balance Sheet:
|
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(7.0
|
)
|
|
(7.0
|
)
|
||||
Non-current liabilities
|
|
(17.2
|
)
|
|
(25.0
|
)
|
|
(59.4
|
)
|
|
(53.3
|
)
|
||||
Net amount recognized
|
|
$
|
(9.9
|
)
|
|
$
|
(25.4
|
)
|
|
$
|
(66.4
|
)
|
|
$
|
(60.3
|
)
|
Amounts recognized in accumulated other comprehensive loss (pre-tax):
|
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
|
$
|
91.4
|
|
|
$
|
111.9
|
|
|
$
|
(5.1
|
)
|
|
$
|
(15.0
|
)
|
(In millions)
|
|
2019
|
|
2018
|
||||
Projected benefit obligation
|
|
$
|
178.5
|
|
|
$
|
294.2
|
|
Accumulated benefit obligation
|
|
178.5
|
|
|
294.2
|
|
||
Fair value of plan assets
|
|
160.8
|
|
|
268.8
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
$
|
2.4
|
|
|
$
|
1.8
|
|
|
$
|
2.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
Interest cost
|
12.4
|
|
|
12.0
|
|
|
13.1
|
|
|
2.8
|
|
|
2.4
|
|
|
2.7
|
|
||||||
Expected return on plan assets
|
(16.5
|
)
|
|
(17.0
|
)
|
|
(18.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(1.5
|
)
|
||||||
Amortization of actuarial loss (gain)
|
7.3
|
|
|
10.1
|
|
|
9.9
|
|
|
(0.3
|
)
|
|
(0.9
|
)
|
|
(6.6
|
)
|
||||||
Settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost (income)
|
$
|
5.6
|
|
|
$
|
6.9
|
|
|
$
|
6.3
|
|
|
$
|
2.6
|
|
|
$
|
(0.1
|
)
|
|
$
|
(5.2
|
)
|
|
|
Pension Benefit Plans
|
|
Other Postretirement
Employee Benefit Plans
|
||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Actuarial assumption used to determine benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
3.4
|
%
|
|
4.4
|
%
|
|
3.9
|
%
|
|
3.6
|
%
|
|
4.6
|
%
|
|
4.0
|
%
|
Actuarial assumption used to determine net periodic pension cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.4
|
%
|
|
3.9
|
%
|
|
4.5
|
%
|
|
4.6
|
%
|
|
4.0
|
%
|
|
4.3
|
%
|
Expected return on plan assets
|
|
6.0
|
%
|
|
6.0
|
%
|
|
6.8
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
(In millions)
|
|
1% Increase
|
|
|
1% Decrease
|
|
||
Effect on total of service and interest cost components
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
Effect on postretirement employee benefit obligation
|
|
4.8
|
|
|
(4.2
|
)
|
|
|
December 31, 2019
|
||||||||||
(In millions)
|
|
Level 1
|
|
Investments measured at net asset value
|
|
Total
|
||||||
Cash and cash equivalents
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
Common and collective trust:
|
|
|
|
|
|
|
||||||
Collective investment funds
|
|
—
|
|
|
304.6
|
|
|
304.6
|
|
|||
Total investments at fair value
|
|
$
|
2.0
|
|
|
$
|
304.6
|
|
|
$
|
306.6
|
|
|
|
December 31, 2018
|
||||||||||
(In millions)
|
|
Level 1
|
|
Investments measured at net asset value
|
|
Total
|
||||||
Cash and cash equivalents
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
Common and collective trusts:
|
|
|
|
|
|
|
||||||
Collective investment funds
|
|
—
|
|
|
266.8
|
|
|
266.8
|
|
|||
Total investments at fair value
|
|
$
|
2.0
|
|
|
$
|
266.8
|
|
|
$
|
268.8
|
|
▪
|
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
|
|
|
10%-18%
|
International equities, including emerging markets
|
|
|
10%-18%
|
Corporate/Government bonds
|
|
|
68%-78%
|
Liquid reserves
|
|
|
0%-5%
|
•
|
Assets are managed by professional investment managers and could be invested in separately managed accounts or commingled funds.
|
▪
|
Assets are not invested in securities rated below BBB- by S&P or Baa3 by Moody’s.
|
(In millions)
|
|
Pension Benefit Plans
|
|
Other
Postretirement
Employee
Benefit Plans
|
||
2020
|
|
20.5
|
|
|
7.0
|
|
2021
|
|
20.4
|
|
|
5.7
|
|
2022
|
|
20.3
|
|
|
4.9
|
|
2023
|
|
20.3
|
|
|
4.5
|
|
2024
|
|
20.2
|
|
|
4.2
|
|
2025-2029
|
|
96.9
|
|
|
18.7
|
|
•
|
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. The number of employers participating in PIUMPF fell from 135 during 2012 to 52 during 2018. We believe that we are now the employer making the largest proportion of total contributions.
|
•
|
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, except when that plan is in "critical" or "critical and declining" status. In certain circumstances, an employer can also be assessed a statutory withdrawal liability for a partial withdrawal from a multiemployer pension plan. Based on information available to us as of December 31, 2019, as well as information provided by PIUMPF and IAM NPF 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 and IAM NPF in 2019 would have been in excess of $82 million. However, the exact amount of potential exposure could be higher or lower than the estimate, depending on, among other things, the nature and timing of any triggering events and the funded status of PIUMPF and IAM NPF at that time. A withdrawal
|
Pension
Fund |
|
EIN
|
|
Plan
Number
|
|
PPA Zone Status
|
|
FIP/RP Status Pending/
Implemented
|
|
Contributions
(in millions)
|
|
Surcharge
Imposed
|
|
Expiration
Date
of Collective
Bargaining
Agreement
|
||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2017
|
|
|||||||||||||||||
IAM NPF
|
|
51-6031295
|
|
002
|
|
Red
|
|
Green
|
|
Implemented
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
No
|
|
5/31/2023
|
PIUMPF1
|
|
11-6166763
|
|
001
|
|
Red
|
|
Red
|
|
Implemented
|
|
5.3
|
|
|
5.4
|
|
|
5.8
|
|
|
No
|
|
8/31/2017
|
|||
|
|
|
|
|
|
|
|
|
Total Contributions:
|
|
$
|
5.6
|
|
|
$
|
5.7
|
|
|
$
|
6.1
|
|
|
|
|
|
1
|
The associated collective bargaining agreement associated with PIUMPF was ratified in January 2020.
|
(In millions)
|
|
Pension Plan Adjustments
|
|
Other Post Retirement Employee Benefit Plan Adjustments
|
|
Total
|
||||||
Balance at December 31, 2017
|
|
$
|
(59.0
|
)
|
|
$
|
15.0
|
|
|
$
|
(44.0
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(16.3
|
)
|
|
0.3
|
|
|
(16.0
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
7.3
|
|
|
(1.8
|
)
|
|
5.5
|
|
|||
Other comprehensive loss, net of tax
|
|
(9.0
|
)
|
|
(1.5
|
)
|
|
(10.5
|
)
|
|||
Reclassification of the income tax effects of the Tax Cuts and Jobs Act1
|
|
(15.0
|
)
|
|
2.2
|
|
|
(12.8
|
)
|
|||
Balance at December 31, 2018
|
|
(83.0
|
)
|
|
15.7
|
|
|
(67.3
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
|
9.8
|
|
|
(7.1
|
)
|
|
2.7
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
5.4
|
|
|
(0.3
|
)
|
|
5.1
|
|
|||
Other comprehensive income (loss), net of tax
|
|
15.2
|
|
|
(7.4
|
)
|
|
7.8
|
|
|||
Balance at December 31, 2019
|
|
$
|
(67.8
|
)
|
|
$
|
8.3
|
|
|
$
|
(59.5
|
)
|
|
|
December 31,
|
||||||||||
(In thousands - except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Basic average common shares outstanding1
|
|
16,533
|
|
|
16,487
|
|
|
16,464
|
|
|||
Incremental shares due to:
|
|
|
|
|
|
|
||||||
Restricted stock units
|
|
—
|
|
|
—
|
|
|
22
|
|
|||
Performance shares
|
|
—
|
|
|
—
|
|
|
45
|
|
|||
Stock options
|
|
—
|
|
|
—
|
|
|
25
|
|
|||
Diluted average common shares outstanding
|
|
16,533
|
|
|
16,487
|
|
|
16,556
|
|
|||
Basic net income (loss) per common share
|
|
$
|
(0.34
|
)
|
|
$
|
(8.72
|
)
|
|
$
|
5.91
|
|
Diluted net income (loss) per common share
|
|
$
|
(0.34
|
)
|
|
$
|
(8.72
|
)
|
|
$
|
5.88
|
|
|
Year ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Total stock-based compensation expense
(selling, general and administrative and other operating charges, net)
|
$
|
4.1
|
|
|
$
|
3.3
|
|
|
$
|
3.6
|
|
Income tax benefit related to stock-based compensation
|
1.0
|
|
|
1.5
|
|
|
2.1
|
|
|||
Impact on cash flow due to taxes paid related to net share settlement of equity awards
|
0.4
|
|
|
0.4
|
|
|
1.1
|
|
|
|
Time Vested
|
|
Performance-based
|
||||||||||
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
Restricted stock units, outstanding at December 31, 2018
|
|
127,653
|
|
|
$
|
42.09
|
|
|
78,430
|
|
|
$
|
45.36
|
|
Granted
|
|
139,037
|
|
|
26.64
|
|
|
151,664
|
|
|
26.60
|
|
||
Vested
|
|
(48,164
|
)
|
|
43.49
|
|
|
—
|
|
|
|
|
||
Forfeited / Canceled1
|
|
(28,336
|
)
|
|
33.22
|
|
|
(53,062
|
)
|
|
46.04
|
|
||
Restricted stock units, outstanding at December 31, 2019
|
|
190,190
|
|
|
31.76
|
|
|
177,032
|
|
|
29.09
|
|
||
Deferred shares, outstanding at December 31, 2019
|
|
33,663
|
|
|
7.31
|
|
|
—
|
|
|
|
|||
Total units outstanding at December 31, 2019
|
|
223,853
|
|
|
$
|
28.09
|
|
|
177,032
|
|
|
29.09
|
|
|
|
2018
|
2017
|
|||
Volatility
|
The expected volatility is based upon Clearwater Paper's historical stock prices.
|
|
35
|
%
|
30
|
%
|
Risk-free interest rate
|
The risk-free interest rate is based on constant maturity treasury rates with maturities matching the options' expected life on the grant date.
|
|
2.74
|
%
|
2.05
|
%
|
Expected life-years
|
The expected life is the approximate mid-point between the expected vesting time and the remaining contractual life.
|
|
6 years
|
|
6 years
|
|
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding options at December 31, 2018
|
|
761,934
|
|
|
$
|
49.38
|
|
|
7.2
|
|
$
|
—
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
|
(26,686
|
)
|
|
42.84
|
|
|
|
|
|
|||
Expired
|
|
(78,874
|
)
|
|
51.81
|
|
|
|
|
|
|||
Outstanding options at December 31, 2019
|
|
656,374
|
|
|
$
|
49.36
|
|
|
6.2
|
|
$
|
—
|
|
Outstanding and exercisable options at December 31, 2019
|
|
511,787
|
|
|
$
|
51.16
|
|
|
5.8
|
|
$
|
—
|
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Segment net sales:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
906.8
|
|
|
$
|
884.8
|
|
|
$
|
941.9
|
|
Pulp and Paperboard
|
|
854.7
|
|
|
839.4
|
|
|
788.5
|
|
|||
Total segment net sales
|
|
$
|
1,761.5
|
|
|
$
|
1,724.2
|
|
|
$
|
1,730.4
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss):
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
(6.6
|
)
|
|
$
|
0.3
|
|
|
$
|
46.2
|
|
Pulp and Paperboard
|
|
115.3
|
|
|
130.9
|
|
|
97.5
|
|
|||
Corporate
|
|
(57.0
|
)
|
|
(51.5
|
)
|
|
(55.7
|
)
|
|||
Goodwill impairment
|
|
—
|
|
|
(195.1
|
)
|
|
—
|
|
|||
Other operating charges, net
|
|
(6.3
|
)
|
|
17.5
|
|
|
(16.8
|
)
|
|||
Income (loss) from operations
|
|
$
|
45.4
|
|
|
$
|
(97.9
|
)
|
|
$
|
71.2
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
69.7
|
|
|
$
|
57.8
|
|
|
$
|
60.3
|
|
Pulp and Paperboard
|
|
39.4
|
|
|
37.8
|
|
|
34.5
|
|
|||
Corporate
|
|
6.5
|
|
|
6.3
|
|
|
5.6
|
|
|||
Other operating charges, net
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|||
Total depreciation and amortization
|
|
$
|
115.6
|
|
|
$
|
101.9
|
|
|
$
|
105.0
|
|
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
1,147.1
|
|
|
$
|
1,094.1
|
|
|
$
|
1,069.9
|
|
Pulp and Paperboard
|
|
652.2
|
|
|
638.8
|
|
|
645.4
|
|
|||
Corporate
|
|
78.4
|
|
|
55.2
|
|
|
87.0
|
|
|||
Total assets
|
|
$
|
1,877.7
|
|
|
$
|
1,788.1
|
|
|
$
|
1,802.3
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
|
||||||
Consumer Products
|
|
$
|
114.9
|
|
|
$
|
262.7
|
|
|
$
|
107.5
|
|
Pulp and Paperboard
|
|
16.7
|
|
|
20.9
|
|
|
80.8
|
|
|||
|
|
131.6
|
|
|
283.6
|
|
|
188.3
|
|
|||
Corporate
|
|
8.5
|
|
|
12.1
|
|
|
11.4
|
|
|||
Total capital expenditures
|
|
$
|
140.1
|
|
|
$
|
295.7
|
|
|
$
|
199.7
|
|
(In millions)
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
20.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20.0
|
|
Restricted cash
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||
Receivables, net
|
140.1
|
|
|
19.0
|
|
|
—
|
|
|
159.1
|
|
||||
Taxes receivable
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Inventories
|
244.1
|
|
|
40.0
|
|
|
(2.7
|
)
|
|
281.4
|
|
||||
Other current assets
|
3.4
|
|
|
0.2
|
|
|
—
|
|
|
3.6
|
|
||||
Total current assets
|
409.3
|
|
|
59.2
|
|
|
(2.7
|
)
|
|
465.8
|
|
||||
Property, plant and equipment, net
|
1,188.4
|
|
|
69.3
|
|
|
—
|
|
|
1,257.7
|
|
||||
Operating lease right-of-use assets
|
68.2
|
|
|
4.9
|
|
|
—
|
|
|
73.1
|
|
||||
Goodwill and intangible assets, net
|
35.1
|
|
|
16.9
|
|
|
—
|
|
|
52.0
|
|
||||
Intercompany (payable) receivable
|
(75.3
|
)
|
|
72.6
|
|
|
2.7
|
|
|
—
|
|
||||
Investment in subsidiary
|
179.1
|
|
|
—
|
|
|
(179.1
|
)
|
|
—
|
|
||||
Other assets, net
|
28.2
|
|
|
2.6
|
|
|
(1.7
|
)
|
|
29.1
|
|
||||
TOTAL ASSETS
|
$
|
1,833.0
|
|
|
$
|
225.5
|
|
|
$
|
(180.8
|
)
|
|
$
|
1,877.7
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Short-term debt
|
$
|
17.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17.9
|
|
Accounts payable and accrued liabilities
|
242.9
|
|
|
19.6
|
|
|
—
|
|
|
262.5
|
|
||||
Total current liabilities
|
260.8
|
|
|
19.6
|
|
|
—
|
|
|
280.4
|
|
||||
Long-term debt
|
884.5
|
|
|
—
|
|
|
—
|
|
|
884.5
|
|
||||
Long-term operating lease liabilities
|
62.2
|
|
|
3.4
|
|
|
—
|
|
|
65.6
|
|
||||
Liability for pension and other
postretirement employee benefits
|
76.6
|
|
|
—
|
|
|
—
|
|
|
76.6
|
|
||||
Other long-term obligations
|
16.4
|
|
|
0.9
|
|
|
—
|
|
|
17.3
|
|
||||
Deferred tax liabilities
|
100.5
|
|
|
22.5
|
|
|
(1.7
|
)
|
|
121.3
|
|
||||
TOTAL LIABILITIES
|
1,401.0
|
|
|
46.4
|
|
|
(1.7
|
)
|
|
1,445.7
|
|
||||
Accumulated other comprehensive loss, net of tax
|
(59.5
|
)
|
|
—
|
|
|
—
|
|
|
(59.5
|
)
|
||||
Stockholders’ equity excluding
accumulated other comprehensive loss |
491.5
|
|
|
179.1
|
|
|
(179.1
|
)
|
|
491.5
|
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
1,833.0
|
|
|
$
|
225.5
|
|
|
$
|
(180.8
|
)
|
|
$
|
1,877.7
|
|
(In millions)
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
22.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.5
|
|
Receivables, net
|
128.0
|
|
|
17.5
|
|
|
—
|
|
|
145.5
|
|
||||
Taxes receivable
|
16.7
|
|
|
—
|
|
|
(10.4
|
)
|
|
6.3
|
|
||||
Inventories
|
222.9
|
|
|
48.4
|
|
|
(5.1
|
)
|
|
266.2
|
|
||||
Other current assets
|
3.3
|
|
|
0.1
|
|
|
—
|
|
|
3.4
|
|
||||
Total current assets
|
393.4
|
|
|
66.0
|
|
|
(15.5
|
)
|
|
443.9
|
|
||||
Property, plant and equipment, net
|
1,192.7
|
|
|
76.6
|
|
|
—
|
|
|
1,269.3
|
|
||||
Goodwill and intangibles assets, net
|
36.2
|
|
|
23.0
|
|
|
—
|
|
|
59.2
|
|
||||
Intercompany (payable) receivable
|
(62.9
|
)
|
|
57.8
|
|
|
5.1
|
|
|
—
|
|
||||
Investment in subsidiary
|
175.3
|
|
|
—
|
|
|
(175.3
|
)
|
|
—
|
|
||||
Other assets, net
|
14.8
|
|
|
2.6
|
|
|
(1.7
|
)
|
|
15.7
|
|
||||
TOTAL ASSETS
|
$
|
1,749.5
|
|
|
$
|
226.0
|
|
|
$
|
(187.4
|
)
|
|
$
|
1,788.1
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Short-term debt
|
$
|
122.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122.2
|
|
Accounts payable and accrued liabilities
|
305.7
|
|
|
31.7
|
|
|
(10.4
|
)
|
|
327.0
|
|
||||
Total current liabilities
|
427.9
|
|
|
31.7
|
|
|
(10.4
|
)
|
|
449.2
|
|
||||
Long-term debt
|
692.9
|
|
|
—
|
|
|
—
|
|
|
692.9
|
|
||||
Liability for pension and other
postretirement employee benefits
|
78.2
|
|
|
—
|
|
|
—
|
|
|
78.2
|
|
||||
Other long-term obligations
|
19.3
|
|
|
0.9
|
|
|
—
|
|
|
20.2
|
|
||||
Deferred tax liabilities
|
104.8
|
|
|
18.1
|
|
|
(1.7
|
)
|
|
121.2
|
|
||||
TOTAL LIABILITIES
|
1,323.1
|
|
|
50.7
|
|
|
(12.1
|
)
|
|
1,361.7
|
|
||||
Accumulated other comprehensive loss, net of tax
|
(67.3
|
)
|
|
—
|
|
|
—
|
|
|
(67.3
|
)
|
||||
Stockholders’ equity excluding
accumulated other comprehensive loss
|
493.7
|
|
|
175.3
|
|
|
(175.3
|
)
|
|
493.7
|
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
1,749.5
|
|
|
$
|
226.0
|
|
|
$
|
(187.4
|
)
|
|
$
|
1,788.1
|
|
(In millions)
|
Issuer
|
|
Guarantor
Subsidiaries |
|
Eliminations
|
|
Total
|
||||||||
Net sales
|
$
|
1,653.1
|
|
|
$
|
268.3
|
|
|
$
|
(159.9
|
)
|
|
$
|
1,761.5
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
1,510.3
|
|
|
243.9
|
|
|
(157.2
|
)
|
|
1,597.0
|
|
||||
Selling, general and administrative expenses
|
93.8
|
|
|
19.0
|
|
|
—
|
|
|
112.8
|
|
||||
Other operating charges, net
|
6.3
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
||||
Total operating costs and expenses
|
1,610.4
|
|
|
262.9
|
|
|
(157.2
|
)
|
|
1,716.1
|
|
||||
Income (loss) from operations
|
42.7
|
|
|
5.4
|
|
|
(2.7
|
)
|
|
45.4
|
|
||||
Interest expense, net
|
(44.7
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(44.9
|
)
|
||||
Debt retirement costs
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
||||
Non-operating pension and other
postretirement employee benefit income (expense)
|
(5.7
|
)
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
||||
Income (loss) before income taxes
|
(10.4
|
)
|
|
5.2
|
|
|
(2.7
|
)
|
|
(7.9
|
)
|
||||
Income tax provision (benefit)
|
(7.7
|
)
|
|
1.4
|
|
|
4.0
|
|
|
(2.3
|
)
|
||||
Equity in earnings of subsidiaries
|
3.8
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
||||
Net income (loss)
|
1.1
|
|
|
3.8
|
|
|
(10.5
|
)
|
|
(5.6
|
)
|
||||
Other comprehensive income (loss), net of tax
|
7.8
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
||||
Comprehensive income (loss)
|
$
|
8.9
|
|
|
$
|
3.8
|
|
|
$
|
(10.5
|
)
|
|
$
|
2.2
|
|
(In millions)
|
Issuer
|
|
Guarantor
Subsidiaries |
|
Eliminations
|
|
Total
|
||||||||
Net sales
|
$
|
1,752.3
|
|
|
$
|
194.9
|
|
|
$
|
(223.0
|
)
|
|
$
|
1,724.2
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
1,581.7
|
|
|
173.0
|
|
|
(218.0
|
)
|
|
1,536.7
|
|
||||
Selling, general and administrative expenses
|
87.0
|
|
|
20.8
|
|
|
—
|
|
|
107.8
|
|
||||
Other operating charges, net
|
6.5
|
|
|
(24.0
|
)
|
|
—
|
|
|
(17.5
|
)
|
||||
Goodwill impairment
|
195.1
|
|
|
—
|
|
|
—
|
|
|
195.1
|
|
||||
Total operating costs and expenses
|
1,870.3
|
|
|
169.8
|
|
|
(218.0
|
)
|
|
1,822.1
|
|
||||
Income (loss) from operations
|
(118.0
|
)
|
|
25.1
|
|
|
(5.0
|
)
|
|
(97.9
|
)
|
||||
Interest expense, net
|
(30.2
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(30.7
|
)
|
||||
Non-operating pension and other
postretirement employee benefit income (expense)
|
(4.9
|
)
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
||||
Income (loss) before income taxes
|
(153.1
|
)
|
|
24.6
|
|
|
(5.0
|
)
|
|
(133.5
|
)
|
||||
Income tax provision (benefit)
|
5.2
|
|
|
6.3
|
|
|
(1.2
|
)
|
|
10.3
|
|
||||
Equity in earnings of subsidiaries
|
18.3
|
|
|
—
|
|
|
(18.3
|
)
|
|
—
|
|
||||
Net income (loss)
|
(140.0
|
)
|
|
18.3
|
|
|
(22.1
|
)
|
|
(143.8
|
)
|
||||
Other comprehensive income (loss), net of tax
|
(10.5
|
)
|
|
—
|
|
|
—
|
|
|
(10.5
|
)
|
||||
Comprehensive income (loss)
|
$
|
(150.5
|
)
|
|
$
|
18.3
|
|
|
$
|
(22.1
|
)
|
|
$
|
(154.3
|
)
|
(In millions)
|
Issuer
|
|
Guarantor
Subsidiaries |
|
Eliminations
|
|
Total
|
||||||||
Net sales
|
$
|
1,707.3
|
|
|
$
|
242.2
|
|
|
$
|
(219.1
|
)
|
|
$
|
1,730.4
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
1,516.5
|
|
|
219.9
|
|
|
(215.2
|
)
|
|
1,521.2
|
|
||||
Selling, general and administrative expenses
|
90.8
|
|
|
30.4
|
|
|
—
|
|
|
121.2
|
|
||||
Other operating charges, net
|
16.8
|
|
|
—
|
|
|
—
|
|
|
16.8
|
|
||||
Total operating costs and expenses
|
1,624.1
|
|
|
250.3
|
|
|
(215.2
|
)
|
|
1,659.2
|
|
||||
Income (loss) from operations
|
83.2
|
|
|
(8.1
|
)
|
|
(3.9
|
)
|
|
71.2
|
|
||||
Interest expense, net
|
(30.8
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(31.4
|
)
|
||||
Non-operating pension and other
postretirement employee benefit income (expense)
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||
Income (loss) before income taxes
|
53.5
|
|
|
(8.7
|
)
|
|
(3.9
|
)
|
|
40.9
|
|
||||
Income tax provision (benefit)
|
(34.3
|
)
|
|
(20.6
|
)
|
|
(1.5
|
)
|
|
(56.4
|
)
|
||||
Equity in earnings of subsidiaries
|
11.9
|
|
|
—
|
|
|
(11.9
|
)
|
|
—
|
|
||||
Net income (loss)
|
99.7
|
|
|
11.9
|
|
|
(14.3
|
)
|
|
97.3
|
|
||||
Other comprehensive income (loss), net of tax
|
7.8
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
||||
Comprehensive income (loss)
|
$
|
107.5
|
|
|
$
|
11.9
|
|
|
$
|
(14.3
|
)
|
|
$
|
105.1
|
|
(In millions)
|
Issuer
|
|
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
1.1
|
|
|
$
|
3.8
|
|
|
$
|
(10.5
|
)
|
|
$
|
(5.6
|
)
|
Adjustments to reconcile net income (loss) to
net cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
99.5
|
|
|
16.1
|
|
|
—
|
|
|
115.6
|
|
||||
Equity-based compensation expense
|
4.1
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
||||
Deferred taxes
|
(5.0
|
)
|
|
4.7
|
|
|
—
|
|
|
(0.3
|
)
|
||||
Pension and other postretirement employee benefits
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||
Debt retirement costs
|
2.7
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
||||
Disposal of plant and equipment, net
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Other non-cash activity
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
(Increase) decrease in accounts receivable
|
(25.0
|
)
|
|
11.4
|
|
|
—
|
|
|
(13.6
|
)
|
||||
(Increase) decrease in taxes receivable, net
|
6.0
|
|
|
—
|
|
|
(10.4
|
)
|
|
(4.4
|
)
|
||||
(Increase) decrease in inventory
|
(27.2
|
)
|
|
6.2
|
|
|
(0.2
|
)
|
|
(21.2
|
)
|
||||
(Increase) decrease in other current assets
|
(0.7
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||
Increase (decrease) in accounts payable and accrued liabilities
|
(25.1
|
)
|
|
(13.8
|
)
|
|
10.4
|
|
|
(28.5
|
)
|
||||
Other, net
|
2.9
|
|
|
0.1
|
|
|
—
|
|
|
3.0
|
|
||||
Net cash flows from operating activities
|
37.9
|
|
|
28.4
|
|
|
(10.7
|
)
|
|
55.6
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Additions to property, plant and equipment
|
(138.2
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(140.1
|
)
|
||||
Net cash flows from investing activities
|
(138.2
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(140.1
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Borrowings on short-term debt
|
549.3
|
|
|
—
|
|
|
—
|
|
|
549.3
|
|
||||
Repayments of borrowings on short-term debt
|
(657.7
|
)
|
|
—
|
|
|
—
|
|
|
(657.7
|
)
|
||||
Proceeds from long-term debt, net
|
296.1
|
|
|
—
|
|
|
—
|
|
|
296.1
|
|
||||
Repayment of long-term debt
|
(103.0
|
)
|
|
—
|
|
|
—
|
|
|
(103.0
|
)
|
||||
Investment between parent and subsidiaries
|
15.8
|
|
|
(26.5
|
)
|
|
10.7
|
|
|
—
|
|
||||
Payments for debt issuance costs
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
||||
Other, net
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||
Net cash flows from financing activities
|
97.8
|
|
|
(26.5
|
)
|
|
10.7
|
|
|
82.0
|
|
||||
Increase (decrease) in cash, cash equivalents
and restricted cash
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
||||
Cash, cash equivalents and restricted cash at
beginning of period
|
24.9
|
|
|
—
|
|
|
—
|
|
|
24.9
|
|
||||
Cash, cash equivalents and restricted cash at
end of period
|
$
|
22.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.4
|
|
(In millions)
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(140.0
|
)
|
|
$
|
18.3
|
|
|
$
|
(22.1
|
)
|
|
$
|
(143.8
|
)
|
Adjustments to reconcile net income (loss) to net cash
flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Goodwill impairment
|
195.1
|
|
|
—
|
|
|
—
|
|
|
195.1
|
|
||||
Depreciation and amortization
|
81.8
|
|
|
20.1
|
|
|
—
|
|
|
101.9
|
|
||||
Equity-based compensation expense
|
3.3
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
||||
Deferred taxes
|
15.0
|
|
|
(7.9
|
)
|
|
—
|
|
|
7.1
|
|
||||
Pension and other postretirement employee benefits
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||
Gain on divested assets
|
—
|
|
|
(25.5
|
)
|
|
—
|
|
|
(25.5
|
)
|
||||
Disposal of plant and equipment, net
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Other non-cash activity
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||||||
(Increase) decrease in accounts receivable
|
(3.8
|
)
|
|
(3.5
|
)
|
|
—
|
|
|
(7.3
|
)
|
||||
(Increase) decrease in taxes receivable, net
|
3.6
|
|
|
—
|
|
|
10.4
|
|
|
14.0
|
|
||||
(Increase) decrease in inventory
|
1.0
|
|
|
(10.3
|
)
|
|
1.2
|
|
|
(8.1
|
)
|
||||
(Increase) decrease in other current assets
|
6.4
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
||||
Increase (decrease) in accounts payable and accrued liabilities
|
20.9
|
|
|
14.7
|
|
|
(10.4
|
)
|
|
25.2
|
|
||||
Other, net
|
(1.2
|
)
|
|
0.2
|
|
|
—
|
|
|
(1.0
|
)
|
||||
Net cash flows from operating activities
|
183.7
|
|
|
6.1
|
|
|
(20.9
|
)
|
|
168.9
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Additions to property, plant and equipment
|
(293.8
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(295.7
|
)
|
||||
Net proceeds from divested assets
|
70.9
|
|
|
—
|
|
|
—
|
|
|
70.9
|
|
||||
Other, net
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Net cash flows from investing activities
|
(222.1
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(224.0
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Borrowings on short-term debt
|
630.8
|
|
|
—
|
|
|
—
|
|
|
630.8
|
|
||||
Repayments of borrowings on short-term debt
|
(565.0
|
)
|
|
—
|
|
|
—
|
|
|
(565.0
|
)
|
||||
Investment between parent and subsidiaries
|
(16.7
|
)
|
|
(4.2
|
)
|
|
20.9
|
|
|
—
|
|
||||
Payments for debt issuance costs
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
||||
Other, net
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||
Net cash flows from financing activities
|
46.6
|
|
|
(4.2
|
)
|
|
20.9
|
|
|
63.3
|
|
||||
Increase (decrease) in cash, cash equivalents
and restricted cash
|
8.2
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
||||
Cash, cash equivalents and restricted cash at
beginning of period
|
16.7
|
|
|
—
|
|
|
—
|
|
|
16.7
|
|
||||
Cash, cash equivalents and restricted cash at
end of period
|
$
|
24.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24.9
|
|
(In millions)
|
Issuer
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
99.7
|
|
|
$
|
11.9
|
|
|
$
|
(14.3
|
)
|
|
$
|
97.3
|
|
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
76.9
|
|
|
28.1
|
|
|
—
|
|
|
105.0
|
|
||||
Equity-based compensation expense
|
3.6
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
||||
Deferred taxes
|
(17.0
|
)
|
|
(23.6
|
)
|
|
—
|
|
|
(40.6
|
)
|
||||
Pension and other postretirement employee benefits
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
|
(5.1
|
)
|
||||
Disposal of plant and equipment, net
|
0.5
|
|
|
3.6
|
|
|
—
|
|
|
4.1
|
|
||||
Other non-cash activities
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
(Increase) decrease in accounts receivable
|
3.4
|
|
|
12.5
|
|
|
(10.3
|
)
|
|
5.6
|
|
||||
(Increase) decrease in taxes receivable, net
|
(5.1
|
)
|
|
—
|
|
|
(5.5
|
)
|
|
(10.6
|
)
|
||||
(Increase) decrease in inventory
|
(25.2
|
)
|
|
8.4
|
|
|
2.0
|
|
|
(14.8
|
)
|
||||
(Increase) decrease in other current assets
|
(0.6
|
)
|
|
0.3
|
|
|
—
|
|
|
(0.3
|
)
|
||||
Increase (decrease) in accounts payable and accrued liabilities
|
31.1
|
|
|
(15.6
|
)
|
|
15.8
|
|
|
31.3
|
|
||||
Other, net
|
3.4
|
|
|
(3.1
|
)
|
|
—
|
|
|
0.3
|
|
||||
Net cash flows from operating activities
|
168.5
|
|
|
22.5
|
|
|
(12.3
|
)
|
|
178.7
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Additions to property, plant and equipment
|
(193.8
|
)
|
|
(5.9
|
)
|
|
—
|
|
|
(199.7
|
)
|
||||
Other, net
|
0.3
|
|
|
0.6
|
|
|
—
|
|
|
0.9
|
|
||||
Net cash flows from investing activities
|
(193.5
|
)
|
|
(5.3
|
)
|
|
—
|
|
|
(198.8
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Borrowings on short-term debt
|
298.3
|
|
|
—
|
|
|
—
|
|
|
298.3
|
|
||||
Repayments of borrowings on short-term debt
|
(278.3
|
)
|
|
—
|
|
|
—
|
|
|
(278.3
|
)
|
||||
Purchase of treasury stock
|
(4.9
|
)
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
||||
Investment between parent and subsidiaries
|
8.3
|
|
|
(20.6
|
)
|
|
12.3
|
|
|
—
|
|
||||
Payments for debt issuance costs
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Other, net
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
||||
Net cash flows from financing activities
|
22.1
|
|
|
(20.6
|
)
|
|
12.3
|
|
|
13.8
|
|
||||
Increase (decrease) in cash, cash equivalents
and restricted cash
|
(2.9
|
)
|
|
(3.4
|
)
|
|
—
|
|
|
(6.3
|
)
|
||||
Cash, cash equivalents and restricted cash at
beginning of period
|
19.6
|
|
|
3.4
|
|
|
—
|
|
|
23.0
|
|
||||
Cash, cash equivalents and restricted cash at
end of period
|
$
|
16.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16.7
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(In millions —
except per-share
amounts)
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||||||||||
Net sales
|
|
$
|
428.8
|
|
|
$
|
437.0
|
|
|
$
|
452.0
|
|
|
$
|
432.1
|
|
|
$
|
445.2
|
|
|
$
|
426.4
|
|
|
$
|
435.5
|
|
|
$
|
428.7
|
|
Gross profit
|
|
44.5
|
|
|
44.5
|
|
|
42.2
|
|
|
44.9
|
|
|
26.5
|
|
|
50.3
|
|
|
51.2
|
|
|
47.9
|
|
||||||||
Income (loss) from
operations
|
|
14.4
|
|
|
11.5
|
|
|
15.3
|
|
|
18.4
|
|
|
(2.4
|
)
|
|
46.9
|
|
|
18.1
|
|
|
(174.7
|
)
|
||||||||
Net income (loss)
|
|
$
|
3.8
|
|
|
$
|
2.6
|
|
|
$
|
(0.4
|
)
|
|
$
|
7.0
|
|
|
$
|
(11.0
|
)
|
|
$
|
34.3
|
|
|
$
|
2.0
|
|
|
$
|
(187.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Basic
|
|
$
|
0.23
|
|
|
$
|
0.16
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.42
|
|
|
$
|
(0.66
|
)
|
|
$
|
2.09
|
|
|
$
|
0.12
|
|
|
$
|
(11.39
|
)
|
Diluted
|
|
0.23
|
|
|
0.16
|
|
|
(0.03
|
)
|
|
0.42
|
|
|
(0.66
|
)
|
|
2.08
|
|
|
0.12
|
|
|
(11.39
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales by segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Consumer Products
|
|
$
|
223.4
|
|
|
$
|
238.9
|
|
|
$
|
224.3
|
|
|
$
|
221.6
|
|
|
$
|
228.5
|
|
|
$
|
211.6
|
|
|
$
|
230.6
|
|
|
$
|
212.7
|
|
Pulp and Paperboard
|
|
205.4
|
|
|
198.1
|
|
|
227.7
|
|
|
210.5
|
|
|
216.7
|
|
|
214.8
|
|
|
204.9
|
|
|
216.0
|
|
||||||||
Total net sales
|
|
$
|
428.8
|
|
|
$
|
437.0
|
|
|
$
|
452.0
|
|
|
$
|
432.1
|
|
|
$
|
445.2
|
|
|
$
|
426.4
|
|
|
$
|
435.5
|
|
|
$
|
428.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from operations by segment
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Consumer Products
|
|
$
|
1.3
|
|
|
$
|
3.1
|
|
|
$
|
(5.1
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
(4.4
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
1.6
|
|
|
$
|
0.8
|
|
Pulp and Paperboard
|
|
29.4
|
|
|
26.4
|
|
|
33.5
|
|
|
34.3
|
|
|
17.1
|
|
|
38.4
|
|
|
35.3
|
|
|
31.8
|
|
||||||||
Corporate
|
|
(16.6
|
)
|
|
(13.6
|
)
|
|
(12.7
|
)
|
|
(13.1
|
)
|
|
(13.2
|
)
|
|
(12.6
|
)
|
|
(14.5
|
)
|
|
(12.2
|
)
|
||||||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(195.1
|
)
|
||||||||
Other operating charges, net
|
|
0.3
|
|
|
(4.4
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(1.9
|
)
|
|
22.1
|
|
|
(4.3
|
)
|
|
—
|
|
||||||||
Total income (loss) from
operations |
|
$
|
14.4
|
|
|
$
|
11.5
|
|
|
$
|
15.3
|
|
|
$
|
18.4
|
|
|
$
|
(2.4
|
)
|
|
$
|
46.9
|
|
|
$
|
18.1
|
|
|
$
|
(174.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Adjusted EBITDA by segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Consumer Products
|
|
$
|
16.0
|
|
|
$
|
17.4
|
|
|
$
|
12.3
|
|
|
$
|
11.6
|
|
|
$
|
14.6
|
|
|
$
|
13.4
|
|
|
$
|
20.2
|
|
|
$
|
15.7
|
|
Pulp and Paperboard
|
|
38.9
|
|
|
35.9
|
|
|
43.0
|
|
|
43.7
|
|
|
28.3
|
|
|
47.6
|
|
|
44.5
|
|
|
41.5
|
|
||||||||
Corporate
|
|
(15.0
|
)
|
|
(12.1
|
)
|
|
(11.1
|
)
|
|
(11.6
|
)
|
|
(11.4
|
)
|
|
(11.0
|
)
|
|
(13.0
|
)
|
|
(10.5
|
)
|
||||||||
Total EBITDA
|
|
$
|
39.9
|
|
|
$
|
41.2
|
|
|
$
|
44.2
|
|
|
$
|
43.7
|
|
|
$
|
31.5
|
|
|
$
|
50.0
|
|
|
$
|
51.7
|
|
|
$
|
46.7
|
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
ITEM 9A.
|
Controls and Procedures
|
•
|
Implementing enhanced controls governing our sub-certifications
|
•
|
Hiring additional accounting personnel and providing enhanced training to increase the depth and experience within our accounting organization
|
•
|
Formalizing a process to identify, document and review complex accounting matters
|
•
|
Developing and implementing enhanced controls governing our risk management committee and our disclosure committee, including a formal enterprise risk assessment process
|
•
|
Designing additional controls over the documentation and application of technical accounting guidance with particular emphasis on events outside the ordinary course of business, including changes to payment arrangements with vendors
|
•
|
Enhancing the communication and coordination among our treasury, financial reporting and supply chain management organizations with expanded cross-functional involvement and input into period-end disclosures.
|
ITEM 9B.
|
|
Other Information
|
Name
|
|
Age
|
|
Title / Position Held
|
Linda K. Massman
|
|
53
|
|
President and Chief Executive Officer
|
Robert G. Hrivnak
|
|
59
|
|
Senior Vice President, Finance and Chief Financial Officer
|
Steve M. Bowden
|
|
56
|
|
Senior Vice President, General Manager, Pulp and Paperboard Division
|
Michael S. Gadd
|
|
55
|
|
Senior Vice President and General Counsel and Corporate Secretary
|
Arsen S. Kitch
|
|
38
|
|
Senior Vice President, General Manager, Consumer Products Division
|
Kari G. Moyes
|
|
52
|
|
Senior Vice President, Human Resources
|
ITEM 11.
|
|
Executive Compensation
|
Plan Category
|
|
Number Of Securities
To Be Issued Upon
Exercise Of
Outstanding Options,
Warrants And Rights1
|
|
Weighted Average
Exercise Price Of
Outstanding Options,
Warrants And Rights2
|
|
Number of Securities
Remaining Available
For Future Issuance
Under Equity
Compensation Plans
|
||||
Equity compensation plans
approved by security holders
|
|
1,234,293
|
|
|
$
|
49.36
|
|
|
1,032,427
|
|
Equity compensation plans not
approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,234,293
|
|
|
$
|
49.36
|
|
|
1,032,427
|
|
1
|
Includes 354,064 performance shares, 656,374 stock options, and 223,855 restricted stock units, or RSUs, which are the maximum number of shares that could be awarded under the performance share, stock option, and RSU programs, not including future dividend equivalents, if any are paid.
|
2
|
Performance shares and RSUs do not have exercise prices. During 2019, 97,155 stock option awards vested with a weighted average exercise price of $45.10.
|
ITEM 13.
|
|
Certain Relationships and Related Transactions, and Director Independence
|
ITEM 14.
|
|
Principal Accounting Fees and Services
|
ITEM 15.
|
|
Exhibits, Financial Statement Schedules
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
3.1*
|
|
|
|
|
|
3.2*
|
|
|
|
|
|
4.1*
|
|
|
|
|
|
4.2*
|
|
|
|
|
|
4.3*
|
|
|
|
|
|
4.4*
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
10.1(i)*
|
|
|
|
|
|
10.1(ii)*
|
|
|
|
|
|
10.1(iii)*
|
|
|
|
|
|
10.1(iv)*
|
|
|
|
|
|
10.1(v)*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
10.2(i)*
|
|
|
|
|
|
10.2(ii)*
|
|
|
|
|
|
10.2(iii)*
|
|
|
|
|
|
10.2(iv)*
|
|
|
|
|
|
10.2(v)*
|
|
|
|
|
|
10.3*1
|
|
|
|
|
|
10.4*1
|
|
|
|
|
|
10.5*1
|
|
|
|
|
|
10.5(i)*1
|
|
|
|
|
|
10.5(ii)*1
|
|
|
|
|
10.6*1
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10.6(i)*1
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10.6(ii)*1
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10.7*1
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10.7(i)*1
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10.7(ii)*1
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10.7(iii)*1
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10.7(iv)*1
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10.8*1
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10.8(i)*1
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10.8(ii)*1
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10.8(iii)*1
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10.8(iv)*1
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10.8(v)*1
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10.9*1
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10.9(i)*1
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10.10*1
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10.11*1
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10.11(i)*1
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10.12*1
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10.13*1
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10.13(i)*1
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10.14*1
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10.14(i)*1
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10.15*1
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10.16*1
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10.17*
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10.18*
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10.19*1
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10.20*1
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(21)
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(23)
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(24)
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(31)
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(32)
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101
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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, 2019, is formatted in XBRL interactive data files: (i) Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017; (ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2019, 2018 and 2017; (iii) Consolidated Balance Sheets at December 31, 2019 and 2018, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017, (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2019, 2018 and 2017 and (vi) Notes to Consolidated Financial Statements.
|
*
|
Incorporated by reference.
|
1
|
|
Management contract or compensatory plan, contract or arrangement.
|
ITEM 16.
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|
Form 10-K Summary
|
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|
CLEARWATER PAPER CORPORATION
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||
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(Registrant)
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By
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/s/ Linda K. Massman
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Linda K. Massman
President, Chief Executive Officer and Director (Principal Executive Officer)
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*By
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/s/ Michael S. Gadd
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Michael S. Gadd
(Attorney-in-fact)
|
a.
|
The provisions of Sections 5 and 8 requiring payment after a Double Trigger Event or otherwise upon an Employee’s termination of Service shall be construed to require that the Employee “separate from service” with Clearwater and its Affiliates within the meaning of Treasury Regulation Section 1.409A-1(h) as a condition to the Employee receiving such payment.
|
b.
|
If the Employee is entitled to receive a payment subject to Section 409A of the Code after a Double Trigger Event or otherwise upon a termination of Service, and the Corporation determines in good faith that the Employee is a “specified employee” as defined in Section 409A as of the date his Service terminates, then such payment shall be deferred and paid 6 months and 1 day following the date of the Employee’s termination of Service (or if earlier, payment shall be made within 60 days after the date of the Employee’s death).
|
Type of Vesting:
|
Cliff vesting. Vesting occurs only at the end of the Vesting Period, provided the Employee remains in Service through the entire Vesting Period, except as specifically set forth in the Agreement.
|
Vesting Period:
|
Alternative 1: The period of [_______] consecutive years beginning on the Grant Date and ending on the [_______] anniversary of the Grant Date.
|
Type of Vesting:
|
Ratable vesting. Vesting occurs in equal installments on each Vesting Date as specified in this Addendum, subject to the terms and conditions in the Agreement.
|
Vesting Period:
|
Alternative 1: The period of [______] consecutive years beginning on the Grant Date and ending on the [______] anniversary of the Grant Date.
|
Vesting Dates:
|
Alternative 1: Each annual anniversary of the Grant Date occurring during the Vesting Period. On each Vesting Date the Employee shall vest in [______]% of the total number of Restricted Stock Units subject to the Award, provided the Employee remains in Service through such Vesting Date, except as specifically set forth in the Agreement.
|
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: March 6, 2020
|
|
|
|
/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: March 6, 2020
|
|
|
|
/s/ ROBERT G. HRIVNAK
|
|
|
|
|
Robert G. Hrivnak
|
|
|
|
|
Senior Vice President, Finance and Chief Financial Officer
|
(1)
|
the Quarterly Report of the Company on Form 10-K for the period ended December 31, 2019, 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
|
March 6, 2020
|
(1)
|
the Quarterly Report of the Company on Form 10-K for the period ended December 31, 2019, 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/ ROBERT G. HRIVNAK
|
Robert G. Hrivnak
|
Senior Vice President, Finance and Chief Financial Officer
|
March 6, 2020
|