clw-20201231


		PAGE NUMBER
	PART I
ITEM 1.	Business	3
ITEM 1A.	Risk Factors	6
ITEM 1B.	Unresolved Staff Comments	17
ITEM 2.	Properties	18
ITEM 3.	Legal Proceedings	19
ITEM 4.	Mine Safety Disclosures	19
	PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
ITEM 6.	Selected Financial Data	21
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risks	31
ITEM 8.	Financial Statements and Supplementary Data	32
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	68
ITEM 9A.	Controls and Procedures	69
ITEM 9B.	Other Information	71
	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	72
ITEM 11.	Executive Compensation	73
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	73
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	73
ITEM 14.	Principal Accounting Fees and Services	73
	PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	74
ITEM 16.	Form 10-K Summary	80
SIGNATURES		81

Our disclosure and analysis in this report contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the impact of COVID-19 on our operations; production quality and quantity, our strengths and related benefits; our strategy; competitive market conditions; raw materials and input usage and costs, including energy costs and usage; selling, general and administrative cost reduction benefits; strategic projects and related costs and benefits; energy conservation; cash flows; capital expenditures; return on investment from capital projects; compliance with our loan and financing agreements; tax rates; operating costs; selling, general and administrative expenses; timing of and costs related to major maintenance, construction, and repairs; liquidity; benefit plan funding levels; stockholder equity; capitalized interest; and interest expenses. Words such as “anticipate,” “expect,” “intend,” “plan,” “target,” “project,” “believe,” “schedule,” “estimate,” “may,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based on management’s current expectations, estimates, assumptions and projections that are subject to change. Our actual results of operations may differ materially from those expressed or implied by the forward-looking statements contained in this report. Important factors that could cause or contribute to such differences in operating results include those risks discussed in Item 1A of this report, as well as the following:


ITEM 1.			Business

GENERAL

We are a manufacturer and premier supplier of quality consumer tissue, parent roll tissue and bleached paperboard. We supply private label tissue to major retailers, including grocery, drug, mass merchants and discount stores. In addition, we produce and supply bleached paperboard to quality-conscious printers and packaging converters, and offer services that include custom sheeting, slitting and cutting.

STRATEGY

Our long-term strategy is to expand our business to meet the needs of our customers and optimize the profitability of both our Consumer Products and our Pulp and Paperboard businesses. In the near-term, our focus is on reducing debt, optimizing our installed capital projects and improving the operating and cost effectiveness of both segments of our company.

ORGANIZATION

Our business is organized into two operating segments: Consumer Products and Pulp and Paperboard. Sales for these businesses for the last three years are included in the table below:



	Year Ended December 31,						Increase (decrease)
(In millions)	2020		2019		2018		2020 - 2019		2019 - 2018
Consumer Products	$	1,032.7	$	906.8	$	884.8	13.9	%	2.5	%
Pulp and Paperboard	835.9		854.7		839.4		(2.2)	%	1.8	%
	$	1,868.6	$	1,761.5	$	1,724.2	6.1	%	2.2	%

Consumer Products Segment

Our Consumer Products segment sells and produces a complete line of at-home tissue products. 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 customers. We also sell minor amounts of non-retail products including away from home (AFH) products, parent rolls and contract manufacturing and minor amounts of pulp.

Our Consumer Products Business

We believe that we are the only U.S. consumer tissue manufacturer that solely produces a full line of quality private label tissue products for large retail trade channels with a national footprint. We believe we are able to offer products that match the quality of leading national brands, but generally at lower prices. We utilize independent companies to routinely test our product quality.

In bath tissue, the majority of our sales are high quality two-ply ultra and premium products. In paper towels, we produce and sell ultra quality towels as well as premium and value towels. In the facial category, we sell ultra-lotion three-ply and a complete line of two-ply premium products, as well as value facial tissue. In napkins, we manufacture ultra two- and three-ply dinner napkins, as well as premium and value one-ply luncheon napkins. Value grade products utilizing recycled fiber are also produced for customers who wish to further diversify their product portfolio. We compete primarily in the at-home portion of the U.S. tissue market, which made up approximately 94% of our Consumer Products segment sales in 2020.

We sell private label tissue products through our own sales force and compete based on product quality, customer service and price. We deliver customer-focused business solutions by assisting in managing product assortment, category management and pricing and promotion optimization.

Pulp and Paperboard Segment

Our Pulp and Paperboard segment markets and manufactures bleached paperboard for the high-end segment of the packaging industry and is a leading producer of Solid Bleached Sulfate (SBS) paperboard. This segment produces hardwood and softwood pulp, which is primarily used as the basis for our paperboard products or transferred to our Consumer Products business.

Our Pulp and Paperboard Business

We believe we are one of the four largest producers of bleached paperboard in North America with approximately 15% of the available production capacity in 2020. We also provide custom sheeting, slitting and cutting of paperboard products.

Our paperboard production consists of folding carton, liquid packaging, cup and plate products, blister and carded packaging, top sheet and commercial printing grades and softwood pulp.

Folding carton board used in pharmaceuticals, cosmetics and other premium packaging, such as those that incorporate foil and holographic lamination, accounts for the largest portion of our total paperboard sales. We focus on high-end folding carton applications where the heightened product quality requirements provide for differentiation among suppliers, generally resulting in margins that are more attractive than less demanding packaging applications.

Our liquid packaging paperboard is known for its cleanliness and print ability, and is engineered for long-lived performance due to its three-ply, softwood construction. Our reputation for producing liquid packaging meets the most demanding standards for paperboard quality and cleanliness, where consumers have a particular tendency to associate blemish-free, vibrant packaging with the cleanliness, quality and freshness of the liquids contained inside.

With the exception of our capability to supply just-in-time sheeting and narrow rolls, we do not produce converted paperboard end-products, so we are not simultaneously a supplier of and a competitor to our customers in key market segments, notably folding carton and cup. Of the five largest SBS paperboard producers in the United States, we are the only producer that does not convert SBS paperboard into folding cartons, cups, plates or liquid packaging end-use products. We position our independent status to attract a diverse group of loyal customers because when there is increased market demand for paperboard, we do not divert our production to internal uses.

We can convert paperboard parent rolls to flat sheets and narrow rolls, which expands our in-market service capabilities and allows us to support small and mid-sized folding carton converters that buy sheeted paperboard to convert into packaging end-products. Providing a service platform in this way expands the key folding carton segment of our business and does not compete with our customers in other key market segments.

We utilize various methods for the sale and distribution of our paperboard. The majority of our paperboard is sold to packaging converters in North America through sales managers located throughout the United States, with a smaller percentage channeled through distribution to commercial printers. We directly sell sheeted paperboard products to folding carton converters, merchants and commercial printers. Our principal methods of competing are product quality, customer service and price.

INPUT COSTS

Raw Materials

Wood fiber is our principal raw material, which consists of chips, sawdust and logs. We own and operate a wood chipping facility which we believe bolsters our wood fiber position and provides short-term and long-term cost savings.

Additionally, we procure a portion of our pulp requirements. Annually, we purchase approximately 330,000 short tons of pulp, the majority of which is bleached hardwood pulp, on the open market through long-term contracts or market transactions. The Pulp and Paperboard segment purchases approximately 55,000 short tons and the Consumer Products segment purchases approximately 275,000 short tons. The remaining pulp needs for our Consumer Products segment are supplied internally by the Pulp and Paperboard segment.

In addition to wood fiber, we utilize a significant amount of chemicals in the production of pulp and paper, including caustic, polyethylene, starch, sodium chlorate, latex and specialty process paper chemicals. A portion of the chemicals used in our manufacturing processes, particularly in the pulp-making process, are petroleum-based or are impacted by petroleum prices.

Transportation

Transportation is a significant cost input for our business. Fuel prices, mileage driven and line-haul rates impact our transportation costs for delivery of raw materials to our manufacturing facilities, internal inventory transfers and delivery of our finished products to customers.

Energy

We consume substantial amounts of energy, such as electricity, hog fuel, steam and natural gas. We purchase a significant portion of our natural gas and electricity under supply contracts, most of which are between a specific facility

and a specific local provider. Under most of these contracts, the providers have agreed to provide us with our requirements for a particular type of energy at a specific facility. Most of these contracts have pricing mechanisms that adjust or set prices based on current market conditions.

SEASONALITY

Our Consumer Products segment can experience a decrease in shipments during the fourth quarter as a result of retail brand holiday promotions. In addition, customer buying patterns for our paperboard generally result in lower sales for certain grades of our Pulp and Paperboard segment during the first and fourth quarters, compared to the second and third quarters of a given year.

GOVERNMENTAL

For a discussion of the uncertainties and business risks associated with the environmental regulations, see Part I, Item 1A, "Risk Factors—Risks Related to Our Business Operations and the Markets in Which We Operate — We are subject to significant environmental regulations and environmental compliance expenditures, which could increase our costs and subject us to liabilities" including information regarding environmental matters under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report, and which is incorporated herein by reference.

WEBSITE

Interested parties may access our periodic and current reports filed with the SEC, at no charge, by visiting our website, www.clearwaterpaper.com. In the menu select “Investor Relations,” then select “Financial Information & SEC Filings.” Information on our website is not part of this report.

HUMAN CAPITAL

The COVID-19 pandemic continues to impact lives and businesses around the world. We have taken proactive steps to help protect the health and safety of our employees and maintain business continuity. A vast majority of our office workers continue to telecommute. Within our production and office areas we have established several safety protocols, including face covering and physical distance requirements, enhanced cleaning, encouraging daily self-health checks, temperature screening stations, and access to virtual primary care physicians at no additional cost. We are also actively planning for the time when COVID-19 vaccines will be available for our employees.

We believe that a sustained commitment to diversity, equity and inclusion makes us a stronger organization. We are dedicated to fostering and sustaining an environment where our teammates who stand beside us and work with us are valued for their unique backgrounds, knowledge, skills and experiences.

To attract and retain the best-qualified talent, we offer competitive benefits, including market-competitive compensation, healthcare, paid time off, parental leave, retirement benefits, tuition assistance, employee skills development and leadership development.

Safety, quality, and integrity are at the core of how Clearwater Paper operates. We aspire to achieve zero workplace injuries and provide a safe, open, and accountable work environment for our employees. We provide several channels for all employees to speak up, ask for guidance, and report concerns related to ethics or safety violations. We address employee concerns and take appropriate actions that uphold our Clearwater Paper values.

As of December 31, 2020, we had approximately 3,340 employees, of which approximately 1,524 of our workforce was covered under collective bargaining agreements. Unions represent hourly employees at three of our manufacturing sites. For a discussion of the uncertainties and business risks associated with employee relations, see Part I, Item 1A, "Risk Factors—Risks Related to Our Business Operations and the Markets in Which We Operate — Our business and financial performance may be harmed by future labor disruptions."

increasing tissue capacity, together with intensifying competition experienced by our retail customers, has made it difficult for us to pass through to our customers the significant increases in input costs we have experienced in the last several years. If demand for tissue products in the North American market does not increase or consumer purchasing of premium and ultra-quality tissue do not increase commensurate with the increased capacity, the increase in supply of ultra-quality tissue products could have a material adverse effect on the price of premium and ultra-quality tissue products. In addition, increased supply of premium and ultra-quality tissue may adversely affect the market prices for such tissue and result in the displacement of demand for conventional tissue, which could adversely affect the market price for conventional tissue products, which will continue to represent a significant portion of our total production for the foreseeable future.

Wood fiber is the principal raw material used to create wood pulp, which in turn is used to manufacture our pulp and paperboard products and consumer products. Wood fiber pricing is subject to regional market influences, and our cost of wood fiber may increase in the areas our pulp and paperboard facilities are located due to market shifts in those regions. For example, much of the wood fiber we use in our pulp manufacturing process in Lewiston, Idaho, is the by-product of sawmill operations. As a result, the price of these residual wood fibers is affected by operating levels in both the pulp and paper and lumber industries. During the past decade in the western U.S. many sawmills have closed or curtailed operations or their operations have been consolidated. Further, the expansion of operations and production of other paper mills and wood pellet manufacturers in the Inland Northwest region of the United States has increased the demand and price for wood fiber. Additionally, the ability of paper and wood pellet mills in British Columbia to acquire wood fiber from the U.S. Inland Northwest region with limited to no reciprocal ability by U.S. mills to acquire wood fiber from British Columbia, reduces the supply of, and increases the costs, for wood fiber. The price of wood fiber in the Pacific Northwest is expected to remain volatile.

Our dependence on a limited number of third-party suppliers, and the challenges we may face in obtaining adequate supplies of raw materials, involve several risks, including limited control over pricing, availability, quality and delivery schedules. Limitations on the availability of, and subsequent increases in, the costs of raw materials, could have an adverse effect on the Company's financial results. We cannot be certain that our current suppliers will continue to provide us with the quantities of these raw materials that we require or will continue to satisfy our anticipated specifications and quality requirements. Any supply interruption in limited raw materials could materially harm our ability to manufacture our products until a new source of supply, if any, could be identified and qualified. Although we believe there are other suppliers of these raw materials, we may be unable to find a sufficient alternative supply channel in a reasonable time or on commercially reasonable terms.

Our manufacturing operations also utilize large amounts of electricity and natural gas. Energy prices have fluctuated widely over the past decade, which in turn affects our operational costs. We purchase on the open market a substantial portion of the natural gas necessary to produce our products, and, as a result, the price and other terms of those purchases are subject to change based on factors such as worldwide supply and demand, geopolitical events, government regulation, weather, interruptions in pipeline and other delivery systems and natural disasters. Our energy costs in future periods will depend principally on our ability to produce a substantial portion of our electricity needs internally, on changes in market prices for natural gas and on reducing energy usage. Any significant energy shortage or significant increase in our energy costs in circumstances where we cannot raise the price of our products could have a material adverse effect on our results of operations. Any disruption in the supply of energy could also affect our ability to meet customer demand in a timely manner and could harm our reputation and our business.

Our ability to successfully compete in the pulp and paperboard industry is influenced by a number of factors, including manufacturing capacity, general economic conditions and the availability and demand for paperboard substitutes. Our Pulp and Paperboard business competes with WestRock, Georgia-Pacific, Graphic Packaging, Pactiv Evergreen and other international producers, most of whom are much larger than us. Any increase in manufacturing capacity by any of these or other producers could result in overcapacity in the pulp and paperboard industry, which could cause downward pressure on pricing. For example, a large European manufacturer recently converted a U.S. facility to produce SBS paperboard for the North American market. Increased production by foreign manufacturers may result in increased competition in the North American paperboard markets from direct sales by foreign competitors into these markets or increased competition in the United States as domestic manufacturers seek increased U.S. sales to offset displaced overseas sales caused by increased sales by foreign suppliers into Asia and European markets. Furthermore, customers could choose to use types of paperboard that we do not produce or could rely on alternative materials, such as plastic, for their products. An increased supply of or demand for any of these products could cause us to lower our prices or lose sales to competitors, either of which could have a material adverse effect on our results of operations and cash flows.

We have historically sold a majority of our consumer tissue products through retail grocery stores. These and other traditional retail outlets are facing increasingly intense competition from supercenters, club stores, wholesale grocers, drug, dollar, variety and specialty stores. We also face increasingly intense competition from competitors who have incorporated the internet as a direct-to-consumer channel and internet-only providers that sell tissue and other grocery products. The intense competition faced by our customers has resulted in increased efforts by them to reduce costs from suppliers like us and requires that we become more cost efficient to maintain our market share and profitability. The changing retail landscape also requires that we develop and maintain relationships with a wider variety of retailers and retail channels to succeed in this dynamic environment, which can decrease our supply network efficiency and increase our costs.

Unexpected production disruptions could cause us to shut down or curtail operations at any of our facilities. Disruptions could occur due to any number of circumstances, including prolonged power outages, mechanical or process failures, shortages of raw materials, natural catastrophes, disruptions in the availability of transportation, labor disputes,cyber attacks and malware, terrorism, changes in or non-compliance with environmental or safety laws, and the lack of availability of services from any of our facilities' key suppliers. For example, in 2019, we had a fire at our Shelby, North Carolina facility, and in 2020, severe weather damage to power lines resulted in a temporary shutdown of our Arkansas mill. Any facility shutdowns may be followed by prolonged startup periods, regardless of the reason for the shutdown. Those startup periods could range from several days to several weeks, depending on the reason for the shutdown and other factors. Any prolonged disruption in operations at any of our facilities could cause significant lost production, which would have a material adverse effect on our results of operations.

We are required to comply with environmental laws and the terms and conditions of multiple environmental permits. In particular, the pulp and paper industry in the United States is subject to several performance based rules associated with effluent and air emissions as a result of certain of its manufacturing processes. Federal, state and local laws and regulations require us to routinely obtain authorizations from and comply with the evolving standards of the appropriate governmental authorities, which have considerable discretion over the terms of permits. Failure to comply with environmental laws and permit requirements could result in civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing our operations or requiring us to take corrective measures, install pollution control equipment, or take other remedial actions, such as product recalls or labeling changes. We also may be required to make additional expenditures, which could be significant, relating to environmental matters on an ongoing basis. There can be no assurance that future environmental permits will be granted or that we will be able to maintain and renew existing permits, and the failure to do so could have a material adverse effect on our results of operations, financial condition and cash flows.

The other multiemployer pension plan to which we contribute, the PACE Industry Union-Management Pension Fund, or PIUMPF, was certified to be in “critical status” for the plan year beginning January 1, 2010 and continued to be in critical status through the plan year beginning January 1, 2014. For the plan years beginning January 1, 2015 through January 1, 2020, PIUMPF was certified to be in "critical and declining status" under the Multiemployer Pension Reform Act of 2014. The number of employers participating in PIUMPF fell from 135 during 2012 to 49 during 2019 and the ratio of inactive participants to active employees participating in PIUMPF has increased from 3.4 inactive participants per each active employee at the end of 2013 to 15.6 inactive participants per each active employee at the end of 2019. PIUMPF predicts it will become insolvent in 2032. We are now the largest contributing employer remaining in PIUMPF. We therefore expect that if we remain in PIUMPF our annual contributions could increase, although we have no way of knowing by how much.

Were we voluntarily to withdraw from PIUMPF in 2020 or later, we could be subject to substantial payments in addition to the withdrawal liability payments described above. As a plan in critical and declining status, PIUMPF has adopted a rehabilitation plan. That plan purports to require a withdrawing employer to make an additional, lump-sum payment - above and beyond the statutory withdrawal liability - based on PIUMPF’s accumulated funding deficiency, or AFD. We do not believe PIUMPF’s purported imposition of the AFD on withdrawing employers is legally enforceable. However, we are aware that one large employer that withdrew from PIUMPF has recognized a liability for payment of an AFD amount and that other withdrawing employers may have paid some amounts in respect to the AFD. There have been lawsuits in federal courts challenging PIUMPF’s AFD. These lawsuits have not resolved the issue. There are also efforts underway in the United States Congress intended to address the financial situation of multiemployer plans, like PIUMPF, that are in critical and declining status. A recent legislative proposal pending in Congress could make PIUMPF eligible for financial relief that would significantly improve its funding and ability to remain solvent. It is uncertain whether this proposal will be enacted as law or if enacted, it would reduce the payments we might be obligated to make if we were to withdraw from PIUMPF in the future.

In addition to our pension plans, we provide health care benefits to certain of our current and former salaried and hourly employees. Our health care costs vary with changes in health care costs generally, which have significantly exceeded general economic inflation rates for many years. Our pension costs are dependent upon numerous factors resulting from actual plan experience and assumptions about future investment returns. Pension plan assets are primarily made up of equity and fixed income investments. Fluctuations in actual equity market returns as well as changes in general interest rates may result in increased pension costs in future periods. Likewise, changes in assumptions regarding current discount rates, expected rates of return on plan assets and mortality rates could also increase pension costs. Significant changes in any of these factors may adversely impact our cash flows, financial condition and results of operations.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. Additionally, our debt agreements limit the use of the proceeds from any disposition; as a result, we may not be allowed, under these documents, to use proceeds from such dispositions to satisfy all current debt service obligations.

There are various limitations on our ability to incur the full $250 million of commitments under the ABL Credit Agreement and borrowings under our ABL Credit Agreement are limited by a specified borrowing base consisting of a percentage of eligible accounts receivable and inventory, less customary reserves. In addition, under the ABL Credit Agreement, a monthly fixed charge maintenance covenant would become applicable during an event of default or if availability, as calculated under the ABL Credit Agreement, is at any time less than 10.0% of the total $250 million of current revolving loan commitments, or $25 million currently. As of December 31, 2020, availability under the ABL Credit Agreement was approximately $227 million. However, it is possible that availability, as calculated under the ABL Credit Agreement, could fall below the 10.0% threshold in a future period. If the covenant trigger were to occur, we would be required to satisfy and maintain on the last day of each quarter a fixed charge coverage ratio of at least 1.1x for the preceding four quarter period for which financial statements had been delivered. As of December 31, 2020, our fixed charge coverage ratio was approximately 5.1. If and when the fixed charge coverage ratio were to be tested, our ability to meet the minimum fixed charge coverage ratio could be affected by events beyond our control, and we cannot assure you that we would meet this ratio at such time. A breach of any of these covenants could result in a default under the ABL Credit Agreement.

Our ability to effectively run our business depends on our ability to attract, motivate, train and retain employees with the skills necessary to understand and adapt to the competitive markets in which we operate. The increasing demand for qualified personnel makes it more difficult for us to attract and retain employees with requisite skill sets, particularly employees with specialized technical and trade experience, and can increase our operating and overhead costs. Changing demographics and labor work force trends also may result in a loss of knowledge and skills as experienced workers retire. If we fail to attract, motivate, train and retain qualified personnel, or if we experience excessive turnover, we may experience declining sales, manufacturing delays or other inefficiencies, increased recruiting, training and relocation costs and other difficulties, which may negatively impact our results of operations, cash flows and financial condition.

For the year ended 2020, we reported net sales of $1.9 billion, up from $1.8 billion reported for the year ended 2019. We reported net income for the year of $77.1 million, or $4.61 per diluted share, compared to a net loss of $5.6 million or $0.34 per diluted share in 2019. Adjusted EBITDA was $283.2 compared to $167.3 million reported in 2019. Increases in Adjusted EBITDA for 2020 as compared to 2019 was primarily driven by a significantly higher sales volume for retail tissue as a result of the COVID-19 pandemic. Increased demand resulted in increased production which in turn drove increased fixed cost absorption and improved margins. The pulp and paperboard business also benefited on a comparative basis due to the absence of major maintenance in our pulp and paperboard operations. See discussion on segment level results regarding sales, operating results and Adjusted EBITDA in “Our Operating Results” below. See Note 17 "Segment Information" of the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.

We have included Adjusted EBITDA on a consolidated and business segment basis in this report because we use it as important supplemental measures of our performance and believe that it is frequently used by securities analysts, investors and other interested persons in the evaluation of companies in our industry, some of which present Adjusted EBITDA when reporting their results. We use Adjusted EBITDA to evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates. It should be noted that companies calculate Adjusted EBITDA differently and, therefore, our Adjusted EBITDA measures may not be comparable to Adjusted EBITDA reported by other companies. Our Adjusted EBITDA measures have material limitations as performance measures because they exclude interest expense, income tax (benefit) expense and depreciation and amortization which are necessary to operate our business or which we otherwise incur or experience in connection with the operation of our business. In addition, we exclude other income and expense items which are outside of our core operations.


(In millions)
Year ended December 31,	2020		2019		2018
Net income (loss)	$	77.1	$	(5.6)	$	(143.8)
Income tax provision (benefit)	21.1		(2.3)		10.3
Interest expense, net	46.5		44.9		30.7
Debt retirement costs	5.9		2.7		—
Depreciation and amortization expense	111.0		115.6		101.9
Goodwill impairment	—		—		195.1
Other operating charges, net	14.0		6.3		(17.5)
Other non-operating expense	7.6		5.7		4.9
Adjusted EBITDA	$	283.2	$	167.3	$	181.6

Consumer Products segment income (loss)	$	109.2	$	(6.6)	$	0.3
Depreciation and amortization	68.5		69.7		57.8
Adjusted EBITDA Consumer Products segment	$	177.7	$	63.1	$	58.1

Pulp and Paperboard segment income	$	126.0	$	115.3	$	130.9
Depreciation and amortization	36.7		39.4		37.8
Adjusted EBITDA Pulp and Paperboard segment	$	162.6	$	154.7	$	168.7

Corporate and other expense	$	(63.0)	$	(57.0)	$	(51.5)
Depreciation and amortization	5.8		6.5		6.3
Adjusted EBITDA Corporate and other	$	(57.2)	$	(50.5)	$	(45.2)

Consumer Products segment	$	177.7	$	63.1	$	58.1
Pulp and Paperboard segment	162.6		154.7		168.7
Corporate and other	(57.2)		(50.5)		(45.2)
Adjusted EBITDA	$	283.2	$	167.3	$	181.6

We must make mandatory prepayments of principal under the Term Loan Credit Agreement upon the occurrence of certain specified events, including based upon a percentage of annual Excess Cash Flow we generate which can fluctuate depending on our Senior Secured Leverage Ratio (as those terms are defined in the Term Loan Credit Agreement). For instance, if our Senior Secured Leverage Ratio on the last day of a fiscal year is below 1.50x, we are not subject to an Excess Cash Flow mandatory prepayment. There is uncertainty in the amount of Excess Cash Flow that we may generate during the current fiscal year, therefore, we are unable to estimate the mandatory prepayment under the Term Loan Credit Agreement that could be required at the time such payment is due in 2022. During the year ended December 31, 2020, we prepaid $170 million of principal under the Term Loan Credit Agreement which offsets the mandatory prepayment that would otherwise have been required in 2021. Amounts repaid or prepaid cannot be reborrowed. However, we may add one or more incremental term loan facilities to the Term Loan Credit Agreement, subject to obtaining commitments from any participating lenders and certain other conditions, so long as our first lien secured leverage ratio does not exceed 2.00x to 1.00x. At December 31, 2020, our first lien secured leverage ratio was 0.39x.


	At December 31,
(Dollars in millions, except share information)	2020		2019
ASSETS
Current assets:
Cash and cash equivalents	$	35.9	$	20.0
Restricted cash	—		1.4
Receivables, net of allowance for current expected credit losses of $1.6 and $1.5 at December 31, 2020 and 2019	160.6		159.4
Inventories	263.3		281.4
Other current assets	15.2		3.6
Total current assets	474.9		465.8
Property, plant and equipment, net	1,191.5		1,257.7
Operating lease right-of-use assets	63.5		73.1
Goodwill and intangible assets, net	48.8		52.0
Other assets, net	21.7		29.1
TOTAL ASSETS	$	1,800.4	$	1,877.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	1.7	$	17.9
Trade payables	143.4		159.5
Accrued compensation	41.7		42.3
Other accrued liabilities	58.0		60.7
Total current liabilities	244.8		280.4
Long-term debt	716.4		884.5
Long-term operating lease liabilities	54.3		65.6
Liability for pension and other postretirement employee benefits	80.5		76.6
Other long-term obligations	25.2		17.3
Deferred tax liabilities	158.1		121.3
TOTAL LIABILITIES	1,279.3		1,445.7
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, 16,573,246 and 16,515,813 shares issued	—		—
Additional paid-in capital	16.6		9.8
Retained earnings	558.8		481.7

Accumulated other comprehensive loss, net of tax	(54.3)		(59.5)
Total stockholders’ equity	521.1		432.0
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,800.4	$	1,877.7


	For The Years Ended December 31,
(In millions, except per share data)	2020		2019		2018
Net sales	$	1,868.6	$	1,761.5	$	1,724.2
Costs and expenses:
Cost of sales	1,574.4		1,597.0		1,536.7
Selling, general and administrative expenses	122.0		112.8		107.8
Other operating charges, net	14.0		6.3		(17.5)
Goodwill impairment	—		—		195.1
Total operating costs and expenses	1,710.4		1,716.1		1,822.1
Income (loss) from operations	158.1		45.4		(97.9)
Interest expense, net	(46.5)		(44.9)		(30.7)
Other non-operating expense	(7.6)		(5.7)		(4.9)
Debt retirement costs	(5.9)		(2.7)		—
Income (loss) before income taxes	98.2		(7.9)		(133.5)
Income tax provision (benefit)	21.1		(2.3)		10.3
Net income (loss)	$	77.1	$	(5.6)	$	(143.8)

Net income (loss) per common share:
Basic	$	4.65	$	(0.34)	$	(8.72)
Diluted	$	4.61	$	(0.34)	$	(8.72)

Average shares of common stock used to compute net income (loss) per share: (in thousands)
Basic	16,569		16,533		16,487
Diluted	16,724		16,533		16,487


	For The Years Ended December 31,
(In millions)	2020		2019		2018
OPERATING ACTIVITIES
Net income (loss)	$	77.1	$	(5.6)	$	(143.8)
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Goodwill impairment	—		—		195.1
Depreciation and amortization	111.0		115.6		101.9
Equity-based compensation expense	10.5		4.1		3.3
Deferred taxes	33.5		(0.3)		7.1
Pension and other postretirement employee benefits	3.8		1.4		(0.6)
Debt retirement costs	5.9		2.7		—
Gain on divested assets, net	(1.4)		—		(25.5)


Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable	6.1		(18.0)		6.6
(Increase) decrease in inventory	18.1		(21.2)		(8.1)
(Increase) decrease in other current assets	(11.2)		(0.8)		6.4
Increase (decrease) in trade payables	(16.5)		(53.9)		18.9
Increase (decrease) in accrued compensation	(2.5)		4.8		(0.9)
Increase in other accrued liabilities	7.0		20.7		7.3
Other, net	5.6		6.1		1.2
Net cash flows provided by operating activities	247.0		55.6		168.9
INVESTING ACTIVITIES
Additions to property, plant and equipment	(39.6)		(140.1)		(295.7)
Net proceeds from divested assets	—		—		70.9
Other, net	—		—		0.8
Net cash flows used in investing activities	(39.6)		(140.1)		(224.0)
FINANCING ACTIVITIES
Borrowings on short-term debt	108.5		549.3		630.8
Repayments of borrowings on short-term debt	(122.0)		(657.7)		(565.0)
Proceeds from long-term debt, net	275.0		296.1		—
Repayment of long-term debt	(449.4)		(103.0)		—
Payments for debt issuance costs	(4.4)		(2.3)		(2.1)
Other, net	(0.7)		(0.4)		(0.4)
Net cash flows (used in) provided by financing activities	(192.9)		82.0		63.3
Increase (decrease) in cash, cash equivalents and restricted cash	14.4		(2.5)		8.2
Cash, cash equivalents and restricted cash at beginning of period	22.4		24.9		16.7
Cash, cash equivalents and restricted cash at end of period	$	36.9	$	22.4	$	24.9
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest, net of amounts capitalized	$	45.0	$	38.4	$	26.1
Cash (received) paid for income taxes	$	(7.9)	$	3.1	$	(10.6)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
(In millions, except share amounts which are in thousands)	Shares	Amount
Balance at December 31, 2017	16,448	$	—	$	1.1	$	618.3	$	(44.0)	$	575.4
Net loss	—	—				(143.8)		—		(143.8)
Stock-based compensation expense	—	—		5.7		—		—		5.7
Issuance of shares under stock plans, net	34	—		(0.4)		—		—		(0.4)
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)
Stock-based compensation expense	—	—		3.8		—		—		3.8
Issuance of shares under stock plans, net	33	—		(0.4)		—		—		(0.4)
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
Net Income	—	—		—		77.1		—		77.1
Stock-based compensation expense	—	—		7.6		—		—		7.6
Issuance of shares under stock plans, net	57	—		(0.7)		—		—		(0.7)
Pension and OPEB, net of tax of 1.8	—	—		—		—		5.2		5.2
Balance at December 31, 2020	16,572	$	—	$	16.6	$	558.8	$	(54.3)	$	521.1

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Delaware		20-3594554
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

601 West Riverside,	Suite 1100	99201
Spokane,	WA
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock ($0.0001 par value per share)	CLW	New York Stock Exchange


(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		60,300
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	425,300	904,000	840,000	193,000


Company Name / Index	12/31/15		12/31/16		12/31/17		12/31/18		12/31/19		12/31/20
Clearwater Paper Corporation	$	100.00	$	143.97	$	99.71	$	53.53	$	46.91	$	82.91
Russell 2000 Index	$	100.00	$	121.31	$	139.08	$	123.76	$	155.35	$	186.36
S&P MidCap 400® Index (excluding members of the GICS® Financials sector)	$	100.00	$	117.80	$	137.20	$	119.06	$	150.71	$	168.84
S&P 600 SmallCap Index	$	100.00	$	126.56	$	143.30	$	131.15	$	161.03	$	179.20


(in millions)	Statement of Operations		Balance Sheet Impact
Discount rate	$	0.5	$	9.6
Expected long term rate of return	$	0.7	$	—


ý			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


(Dollars in millions, except per unit)										Increase (decrease)
Year ended December 31,	2020			2019			2018			2020 - 2019		2019 - 2018
Sales:
Retail tissue	$	975.8		$	845.6		$	794.4		15.4	%	6.4	%
Non-retail tissue	41.1			56.5			88.2			(27.3)	%	(35.9)	%
Other	15.8			4.8			2.2			231.2	%	113.6	%
	$	1,032.7		$	906.8		$	884.8		13.9	%	2.5	%

Operating income (loss)	$	109.2		(6.6)			0.3			nm		nm
Operating margin	10.6		%	(0.7)		%	—		%

Adjusted EBITDA	$	177.7		$	63.1		$	58.1		181.4	%	8.6	%
Adjusted EBITDA Margin	17.2		%	7.0		%	6.6		%

Shipments (short tons):
Retail tissue	355,862			308,805			293,856			15.2	%	5.1	%
Non-retail tissue	25,111			32,164			58,577			(21.9)	%	(45.1)	%

Cases (in thousands)	59,596			51,260			48,699			16.3	%	5.3	%

Sales price (short tons):
Retail tissue	$	2,742		$	2,738		$	2,703		0.1	%	1.3	%
Non-retail tissue	$	1,636		$	1,756		$	1,506		(6.8)	%	16.6	%


	Expected Maturity Date
(In millions)	2021			2022			2023			2024			2025			Thereafter			Total
Long-term debt:
Fixed rate	$	—		$	—		$	—		$	—		$	300.0		$	275.0		$	575.0
Variable rate	$	—		$	—		$	—		$	—		$	—		$	129.3		$	129.3
Revolving credit facility	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Average interest rate	—		%	—		%	—		%	—		%	5.38		%	4.00		%	4.46		%
Fair value at December 31, 2020																			$	740.0


		PAGE NUMBER
NOTE 1	Summary of Significant Accounting Policies	40
NOTE 2	Recently Adopted and New Accounting Policies	44
NOTE 3	Fair Value Measurements	44
NOTE 4	Leases	45
NOTE 5	Goodwill and Intangible Assets	47
NOTE 6	Income Taxes	48
NOTE 7	Other Accrued Liabilities	52
NOTE 8	Debt	52
NOTE 9	Asset Divestiture	55
NOTE 10	Other Operating Charges, net	55
NOTE 11	Non Operating Income (Expense)	56
NOTE 12	Savings, Pension and Other Postretirement Employee Benefit Plans	56
NOTE 13	Accumulated Other Comprehensive L oss	62
NOTE 14	Earnings per Share	62
NOTE 15	Stockholders' Equity	63
NOTE 16	Commitments and Contingencies	65
NOTE 17	Segment Information	65


	December 31,
(In millions)	2020		2019		2018
Cash and cash equivalents	$	35.9	$	20.0	$	22.5
Restricted cash	—		1.4		—
Restricted cash included in Other assets, net	1.1		1.0		2.4
Total cash, cash equivalents and restricted cash	$	36.9	$	22.4	$	24.9


(In millions)	Year Ended December 31, 2020		Year Ended December 31, 2019
Operating lease costs	$	15.9	$	15.0

Finance lease costs:
Amortization of right-of-use assets	1.8		1.7
Interest on lease liabilities	1.8		1.9
Total finance lease costs	3.5		3.6

Variable lease costs	1.6		1.2

Total lease costs	$	21.0	$	19.8


(In millions)	Classification	December 31, 2020		December 31, 2019
Lease ROU Assets
Operating lease assets	Operating lease right-of-use assets	$	63.5	73.1
Finance lease assets	Property, plant and equipment, net	26.7		26.5
Accumulated Depreciation		(12.7)		(11.1)
Total lease ROU assets		$	77.5	88.5

Lease Liabilities
Current operating lease liabilities	Other accrued liabilities	$	15.3	13.9
Current finance lease liabilities	Short-term debt	1.7		1.4
Total current lease liabilities		17.0		15.3

Non-current operating lease liabilities	Long-term operating lease liabilities	54.3		65.6
Non-current finance lease liabilities	Long-term debt	19.1		20.6
Total non-current lease liabilities		73.4		86.2

Total operating lease liabilities		69.5		79.5
Total finance lease liabilities		20.8		22.0
Total lease liabilities		$	90.3	101.5


	December 31, 2020		December 31, 2019
Weighted average remaining lease term (years)
Operating leases	5.8		6.6
Finance leases	9.8		10.7

Weighted average discount rate
Operating leases	4.9	%	4.9	%
Finance leases	8.4	%	8.3	%


(In millions)	Operating		Finance
2021	$	18.2	$	3.4
2022	17.3		3.2
2023	10.4		2.9
2024	7.5		2.8
2025	7.2		2.8
Thereafter	19.5		15.9
Total lease payments	80.2		30.9
Less interest portion	(10.7)		(10.1)
Total	$	69.5	$	20.8


Years ending December 31,	Amount
2021	$	2.9
2022	2.2
2023	2.1
2024	2.1
2025	2.1
Thereafter	2.1
Total	$	13.7


(In millions)	Gross Unrecognized Tax Benefits, Excluding Interest and Penalties		Interest and Penalties		Total Gross Unrecognized Tax Benefits
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
Change in prior year tax positions	2.0		(0.1)		1.9

Change in current year tax positions	0.4		—		0.4

Balance at December 31, 2020	$	6.1	$	0.3	$	6.4


	Years Ended December 31,
(In millions)	2020		2019		2018
Reorganization expenses	$	3.4	$	2.9	$	8.0
Union settlement	6.6		—		—
Miscellaneous environmental accruals	2.5		1.0		—
Directors' equity-based compensation expense (benefit)	2.9		0.3		(2.3)
Gain on divested assets, net	(1.4)		—		(24.0)

Other	—		2.1		0.8
	$	14.0	$	6.3	$	(17.5)


	Pension Benefit Plans				Other Post Retirement Employee Benefit Plans
(In millions)	2020		2019		2020		2019
Change in projected benefit obligation:
Benefit obligation at beginning of year	$	316.5	$	294.2	$	66.4	$	60.3
Service cost	2.2		2.4		0.1		0.1
Interest cost	10.4		12.4		2.3		2.8



Actuarial (gains) losses	26.9		29.0		11.0		9.6

Benefits paid	(21.1)		(21.5)		(5.6)		(6.4)
Benefit obligation at end of year	334.9		316.5		74.2		66.4
Changes in plan assets:
Fair value of plan assets at beginning of year	306.6		268.8		—		—
Actual return on plan assets	50.0		58.8		—		—
Employer contribution	0.5		0.5		5.6		7.0

Benefits paid	(21.1)		(21.5)		(5.6)		(7.0)
Fair value of plan assets at end of year	335.9		306.6		—		—
Funded status at end of year	$	1.0	$	(9.9)	$	(74.2)	$	(66.4)
Amounts recognized in Consolidated Balance Sheet:
Non-current assets	$	13.5	$	7.7	$	—	$	—
Current liabilities	(0.4)		(0.4)		(5.8)		(7.0)
Non-current liabilities	(12.0)		(17.2)		(68.4)		(59.4)
Net amount recognized	$	1.0	$	(9.9)	$	(74.2)	$	(66.4)
Amounts recognized in accumulated other comprehensive loss (pre-tax):
Net actuarial loss (gain)	$	73.3	$	91.4	$	5.9	$	(5.1)


Assumptions:	Pension Benefit Plans						Other Post Retirement Employee Benefit Plans
	2020		2019		2018		2020		2019		2018
Actuarial assumption used to determine benefit obligation:
Discount rate	2.6	%	3.4	%	4.4	%	2.6	%	3.6	%	4.6	%
Actuarial assumption used to determine net periodic pension cost:
Discount rate	3.4	%	4.4	%	3.9	%	3.6	%	4.6	%	4.0	%
Expected return on plan assets	5.5	%	6.0	%	6.0	%	—		—		—


	December 31, 2020
(In millions)	Level 1		Investments measured at net asset value		Total
Cash and cash equivalents	$	2.4	$	—	$	2.4
Common and collective trust:
Collective investment funds	—		333.5		333.5
Total investments at fair value	$	2.4	$	333.5	$	335.9


Domestic equities	5%	-	10%
International equities, including emerging markets	5%	-	10%
Corporate/Government bonds	80%	-	90%
Liquid reserves	—%	-	5%


(In millions)	Pension Benefit Plans		Other Postretirement Employee Benefit Plans
2021	$	20.4	$	5.8
2022	20.4		5.2
2023	20.3		4.8
2024	20.2		4.6
2025	20.0		4.4
2026-2030	95.3		19.6


Pension Fund	EIN	Plan Number	PPA Zone Status			FIP/RP Status Pending/ Implemented	Contributions (in millions)						Surcharge Imposed	Expiration Date of Collective Bargaining Agreement
			2020	2019			2020		2019		2018
IAM NPF	51-6031295	002	Red	Red		Implemented	$	0.3	$	0.3	$	0.3	No	5/31/2023
PIUMPF	11-6166763	001	Red	Red		Implemented	5.5		5.3		5.4		No	8/31/2025
					Total Contributions:		$	5.7	$	5.6	$	5.7


(In millions)	Pension Plan Adjustments		Other Post Retirement Employee Benefit Plan Adjustments		Total
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)
Other comprehensive income (loss) before reclassifications	6.0		(8.1)		(2.1)
Amounts reclassified from accumulated other comprehensive loss	7.3		—		7.3
Other comprehensive income (loss), net of tax	13.3		(8.1)		5.2
Balance at December 31, 2020	$	(54.5)	$	0.2	$	(54.3)


	December 31,
(In thousands - except per share data)	2020		2019		2018
Basic average common shares outstanding1	16,569		16,533		16,487
Incremental shares due to:
Stock based awards	141		—		—
Performance Shares	14		—		—
Diluted average common shares outstanding	16,724		16,533		16,487
Basic net income (loss) per common share	$	4.65	$	(0.34)	$	(8.72)
Diluted net income (loss) per common share	$	4.61	$	(0.34)	$	(8.72)


	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, 2019	190,190	$	31.76	177,032	$	29.09
Granted	377,822	23.46		120,382	27.67
Vested	(81,214)	35.12		—	—
Forfeited / Canceled1	(61,546)	26.41		(103,069)	29.92
Restricted stock units, outstanding at December 31, 2020	425,252	24.52		194,345	27.76
Deferred shares, outstanding at December 31, 2020	33,663	7.31		—
Total units outstanding at December 31, 2020	458,915	$	23.26	194,345	27.76


		2018
Volatility	The expected volatility is based upon Clearwater Paper's historical stock prices.	35	%
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	%
Expected life-years	The expected life is the approximate mid-point between the expected vesting time and the remaining contractual life.	6 years


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding options at December 31, 2019	656,374	$	49.36	6.2	$	—

Exercised	(972)	29.12
Forfeited	(23,164)	37.49
Expired	(278,792)	50.71
Outstanding options at December 31, 2020	353,446	$	49.13	5.2	$	—
Outstanding and exercisable options at December 31, 2020	325,161	$	50.16	5.0	$	—


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	1,201,053	$	49.13	1,276,780
Equity compensation plans not approved by security holders	—	—		—
Total	1,201,053	$	49.13	1,276,780



EXHIBIT NUMBER						DESCRIPTION

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 July 29, 2014, by and among Clearwater Paper Corporation (the “Registrant”), the Guarantors (as defined therein) and U.S. Bank National Association, as trustee, (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on July 29, 2014).

4.1(i)						Form of 5.375% Senior Notes due 2025 (incorporated by reference as Exhibit A to the Indenture filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on July 29, 2014).

4.2						Indenture, dated as of August 18, 2020, by and among Clearwater Paper Corporation, the Guarantors,(as defined therein) and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 18, 2020).

4.2(i)						Form of 4.750% Senior Notes due 2028 (included as Exhibit A to the Indenture) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 18, 2020).

10.1						Term Loan Agreement, dated as of July 26, 2019, by and among JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, and Clearwater Paper Corporation (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on July 31, 2019).

10.2						ABL Credit Agreement, dated as of July 26, 2019 by and among JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, and Clearwater Paper Corporation (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on July 31, 2019).

10.2(i)						Amendment to ABL Credit Agreement, dated as of January 29, 2020 by and among JPMorgan Chase Bank, N.A., as administrative agent and Clearwater Paper Corporation (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 5, 2020).

10.2(ii)						First Amendment to the ABL Credit Agreement, dated as of August 7, 2020 by and among JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, and Clearwater Paper Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 3, 2020).

10.31						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).


10.41						Employment Agreement between Linda K. Massman and the Company, dated effective January 1, 2019 (incorporated by reference to Exhibit 10.1(i) to the Company's Quarterly Report on Form 10-Q filed with the Commission May 8, 2019).

10.51						Employment Agreement between Arsen S. Kitch and the Company, dated effective April 1, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 31, 2020).

10.61						Offer letter, dated April 9, 2020 between Michael J. Murphy and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 5, 2020).

10.71						Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 8, 2015).

10.7(i)1						Amendment to the Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan, effective January 1, 2017 (incorporated by reference to Exhibit 10.5(i) to the Company's Annual Report on Form 10-K filed with the Commission on February 22, 2017).

10.7(ii)1						Clearwater Paper Corporation 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2017).

10.7(iii)1						Amendment to the Clearwater Paper Corporation 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 19, 2020).

10.81						Clearwater Paper Corporation—Form of Performance Share Agreement, as amended and restated, to be used for annual performance share awards approved subsequent to December 31, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on February 10, 2017).

10.8(i)1						Clearwater Paper Corporation-Form of Performance Share Agreement, as amended and restated, to be used for annual performance share awards approved subsequent to December 31, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on February 14, 2019).

10.9*						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).

10.9(i)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).

10.9(ii)1						Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan—Form of Restricted Stock Unit Agreement, to be used for restricted stock unit awards approved subsequent to December 31, 2015 (incorporated by reference to Exhibit 10.7(xii) to the Company’s Annual Report on Form 10-K filed with the Commission February 22, 2016).

10.9(iii)1						Clearwater Paper Corporation—Form of Restricted Stock Unit Agreement, as amended and restated, to be used for restricted stock unit awards approved subsequent to December 31, 2016 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on February 10, 2017).


10.9(iv)1						Clearwater Paper Corporation-Form of Restricted Stock Unit Agreement, as amended and restated, to be used for restricted stock unit awards approved subsequent to December 31, 2017 (incorporated by reference to Exhibit 10.7(x) to the Company’s Annual Report on Form 10-K filed with the Commission on February 21, 2018).

10.9(v)1						Clearwater Paper Corporation-Form of Restricted Stock Unit Agreement, as amended and restated, to be used for restricted stock unit awar ds approved subsequent to December 31, 2019 (incorporated by reference to Exhibit 10.20*1 to the Company's Annual Report of From 10-K filed with the Commission on March 9, 2020).

10.101						Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s current Report on Form 8-K filed with the Commission on February 18, 2014).

10.10(i)1						Clearwater Paper Corporation 2008 Stock Incentive Plan—Letter of Amendment to Outstanding Stock Option Agreement, effective as of January 1, 2015 (incorporated by reference to Exhibit 10.7(i) to the Company's Annual Report on Form 10-K filed with the Commission on February 26, 2015).

10.10(ii)1						Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Stock Option Agreement, to be used for annual restricted stock unit awards approved subsequent to December 31, 2014 (incorporated by reference to Exhibit 10.7(ii) to the Company's Annual Report on Form 10-K filed with the Commission on February 26, 2015).

10.10(iii)1						Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan—Form of Stock Option Agreement, to be used for annual restricted stock unit awards approved subsequent to December 31, 2015 (incorporated by reference to Exhibit 10.8(iii) to the Company’s Annual Report on Form 10-K filed with the Commission February 22, 2016).

10.10(iv)1						Clearwater Paper Corporation— Form of Stock Option Agreement, as amended and restated, to be used for annual restricted stock unit awards approved subsequent to December 31, 2016 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Commission on February 10, 2017).

10.10(v)1						Clearwater Paper Corporation- Form of Stock Option Agreement, as amended and restated, to be used for annual restricted stock unit awards approved subsequent to December 31, 2017 (incorporated by reference to Exhibit 10.8(v) to the Company’s Annual Report on Form 10-K filed with the Commission on February 21, 2018).

10.111						Clearwater Paper Corporation Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 9, 2014).

10.11(i)1						Amendment to the Clearwater Paper Corporation Annual Incentive Plan, effective as of January 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 27, 2016).

10.121						Amended and Restated Clearwater Paper Corporation Management Deferred Compensation Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the Commission on February 22, 2017).

10.12(i)1						Amendment to the Amended and Restated Clearwater Paper Corporation Management Deferred Compensation Plan, effective May 1, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 4, 2020).

10.131						Clearwater Paper Executive Severance Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Commission on February 20, 2014).



10.13(i)1						Clearwater Paper Amended Executive Severance Plan (incorporated by reference to Exhibit 10(i) to the Company’s Current Report on Form 8-K filed with the Commission on March 9, 2018).

10.141						Amended and Restated Clearwater Paper Corporation Salaried Supplemental Benefit Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Commission on February 22, 2017).

10.14(i)1						Amendment to the Amended and Restated Clearwater Paper Corporation Salaried Supplemental Benefit Plan, effective May 1, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 4, 2020).

10.151						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 on March 18, 2009).

10.15(i)1						Amendment to the Clearwater Paper Corporation Benefits Protection Trust 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 on October 31, 2013).

10.161						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 Dece mber 19, 2008).

10.16(i)1						Amended and Restated Clearwater Paper Corporation Deferred Compensation Plan for Directors, (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 7, 2017).

10.16(ii)1						Amended and Restated Clearwater Paper Corporation Deferred Compensation Plan for Directors, (incorporated by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 7, 2018).

10.171						Clearwater Paper Change of Control Plan (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the Commission on February 20, 2014).

(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, 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.