UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


ý			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March~~June 3130, 2024


¨			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 001-34146

CLEARWATER PAPER CORPORATION

(Exact name of registrant as specified in its charter)


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)

(509) 344-5900

(Registrant’s telephone number, including area code)

__________________________________

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

The number of shares of common stock of the registrant outstanding as of ~~April~~August 262, 2024 was 16,~~678~~632,~~493~~041.

FORWARD-LOOKING STATEMENTS

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 ~~our~~the pending sale of our consumer products segment (our tissue business), our recent acquisition of a paperboard manufacturing facility and associated business; accounting standards; our operations and expectations; current and anticipated borrowing and credit facilities; cash flows; capital expenditures; disclosure controls; compliance with our loan and financing agreements; tax rates; debt repayments; operating costs; selling, general and administrative expenses; liquidity; benefit plan funding levels; stockholder equity; interest expenses; and legal proceedings. 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 “Risk Factors” in our 2023 Form 10-K, as well as the following:

•~~the~~one ~~expansion~~or ofmore ~~our~~closing ~~business~~conditions ~~through~~to the ~~acquisition~~pending ofconsumer aproducts ~~paperboard~~division ~~manufacturing~~(tissue ~~facility~~business) ~~and~~sale ~~associated~~transaction, ~~business~~including certain regulatory approvals, may not be ~~completed~~satisfied or ~~proceed~~waived, ason ~~anticipated~~a timely basis or otherwise;

•~~our~~the ~~inability~~pending toconsumer ~~realize~~products ~~the~~division ~~expected~~(tissue ~~benefits~~business) ofsale transaction may not be completed in the ~~acquisition~~time ~~because~~frame ofexpected ~~integration~~by ~~difficulties~~the parties, or ~~other~~at ~~challenges~~all;

•there may be unexpected costs, charges or expenses resulting from the pending consumer products (tissue business) sale transaction;

•there may be stockholder litigation in connection with the pending consumer products (tissue business) sale transaction or the acquisition of the Augusta, Georgia paperboard manufacturing facility or other settlements or investigations may affect the timing or occurrence of the pending consumer products (tissue business) sale transaction or result in significant costs of defense, indemnification and liability;

•our inability to realize the expected benefits of the Augusta, Georgia paperboard manufacturing facility acquisition because of integration difficulties or other challenges;

•risks relating to the integration of the Augusta, Georgia paperboard manufacturing facility and achievement of anticipated financial results and other benefits of the acquisition;;

•competitive pricing pressures for our products, including as a result of capacity additions, demand reduction and the impact of foreign currency fluctuations on the pricing of products globally;

•changes in the United States and international economies and in general economic conditions in the regions and industries in which we operate;

•cyclical industry conditions;

•manufacturing or operating disruptions, including equipment malfunctions and damage to our manufacturing facilities;

•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 energy, chemicals, packaging and freight costs and disruptions in transportation services impacting our ability to receive inputs or ship products to customers;

•reliance on a limited number of third-party suppliers, vendors and service providers required for the production of our products and our operations;

•changes in customer product preferences and competitors' product offerings;

•labor disruptions;

•cyber-security risks;

•larger competitors having operational, financial and other advantages;

•consolidation and vertical integration of converting operations in the paperboard industry;

•our ability to execute on our growth and expansion strategies and other strategic initiatives;

•our ability to successfully execute capital projects and other activities to operate our assets, including effective maintenance, implement our operational efficiencies and realize higher throughput or lower costs;

•IT system disruptions and IT system implementation failures;

•changes in expenses, required contributions and potential withdrawal costs associated with our pension plans;

•environmental liabilities or expenditures and climate change;

•our ability to attract, motivate, train and retain qualified and key personnel;

•our ability to service our debt obligations and restrictions on our business from debt covenants and terms;

•changes in our banking relations, or in our customer supply chain financing;

•negative changes in our credit agency ratings; and

•changes in laws, regulations or industry standards affecting our business.

Forward-looking statements contained in this report present management’s views only as of the date of this report. Except as required under applicable law, we do not intend to issue updates concerning any future revisions of management’s views to reflect events or circumstances occurring after the date of this report. You are advised, however, to consult any further disclosures we make on related subjects in our quarterly reports on Form 10-Q and current reports on Form 8-K filed with the Securities and Exchange Commission, or SEC.

Table of Contents		PageNumber
PART I.	FINANCIAL INFORMATION
ITEM 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Balance Sheets	2
	Consolidated Statements of Operations	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Statements of Comprehensive Income (Loss)	4
	Consolidated Statements of Cash Flows	5
	Consolidated Statements of Stockholders' Equity	6
	Notes to Consolidated Financial Statements	78
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1419
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	2127
ITEM 4.	Controls and Procedures	2228
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	2329
ITEM 1A.	Risk Factors	2329
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2330
ITEM 5.	Other Information	2330
ITEM 6.	Exhibits	2431
	Signatures	2532

Part I: Financial Information


ITEM 1.			Consolidated Financial Statements

CLEARWATER PAPER CORPORATION

Consolidated Balance Sheets

(Unaudited)

(In millions, except share data)	~~March~~June 3130, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	5539.26	$	42.0
Receivables, net of allowance for current expected credit losses	~~173~~255.18		184.5
Inventories, net	~~327~~420.82		319.8
Other current assets	2018.23		17.9
Total current assets	~~576~~733.29		564.1
Property, plant and equipment, net	~~983~~1,605.1		990.1
Other assets, net	120.4		117.6
Goodwill and intangible assets, net	54.1		41.5
Total assets	$	1,679.7	$	1,671.8
Other assets, net	85.3		76.1
Total assets	$	2,478.4	$	1,671.8
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt	$	05.92	$	0.8
Accounts payable and accrued liabilities	~~300~~418.61		285.1
Total current liabilities	~~301~~423.43		286.0
Long-term debt	~~442~~1,137.39		462.3
Liability for pension and other postretirement employee benefits	5554.17		55.7
Deferred tax liabilities and other long-term obligations	~~196~~204.30		199.1
Total liabilities	~~995~~1,819.28		1,003.0
Stockholders' equity:
Preferred stock, par value $0.0001 per share, 5,000,000 authorized shares, no shares issued	—		—
Common stock, par value $0.0001 per share, 100,000,000 authorized shares, 16,646,958 and 16,484,550 shares issued	—		—
Common stock, par value $0.0001 per share, 100,000,000 authorized shares, 16,641,910 and 16,484,550 shares issued	—		—
Additional paid-in capital	13.5		14.9
Retained earnings	~~701~~675.78		684.5
Accumulated other comprehensive loss, net of tax	(30.7)		(30.7)
Total stockholders' equity	~~684~~658.56		668.8
Total liabilities and stockholders' equity	$	12,~~679~~478.74	$	1,671.8

The accompanying notes are an integral part of these consolidated financial statements.

CLEARWATER PAPER CORPORATION

Consolidated Statements of Operations

(Unaudited)

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
(In millions, except per-share data)	2024		2023		2024		2023
Net sales	$	~~496~~586.24	$	~~525~~524.46	$	1,082.6	$	1,050.0
Costs and expenses:
Cost of sales	~~421~~550.68		~~448~~438.57		972.5		887.2
Selling, general and administrative expenses	3638.20		3639.01		74.3		75.1
Other operating charges, net	7.9		1.1
Other operating (income) charges, net	17.0		(0.4)		25.0		0.6
Total operating costs and expenses	~~465~~605.89		~~485~~477.63		1,071.7		962.9
Income from operations	30.4		39.8
Income (loss) from operations	(19.5)		47.3		10.9		87.1
Interest expense, net	(616.50)		(7.65)		(22.6)		(15.1)
Other non-operating income	0.3		0.1		0.7		0.2
Total non-operating expense	(615.27)		(7.54)		(21.9)		(14.9)
Income before income taxes	24.2		32.3
Income (loss) before income taxes	(35.2)		39.9		(11.0)		72.2
Income tax provision	7.0		8.4
Income tax provision (benefit)	(9.4)		10.2		(2.4)		18.6
Net income	$	17.2	$	23.8
Net income (loss)	$	(25.8)	$	29.7	$	(8.6)	$	53.5
Net income per common share:
Net income (loss) per common share:
Basic	$	(1.0355)	$	1.4276	$	(0.52)	$	3.18
Diluted	(1.0255)		1.4075		(0.52)		3.15
Average shares of common stock used to compute net income per share: (in thousands)
Average shares of common stock used to compute net income (loss) per share (in thousands):
Basic	16,~~607~~661		16,~~834~~865		16,634		16,849
Diluted	16,~~895~~661		1716,~~036~~958		16,634		17,003

The accompanying notes are an integral part of these consolidated financial statements.

CLEARWATER PAPER CORPORATION

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
(In millions)	2024		2023		2024		2023
Net income	$	17.2	$	23.8
Net income (loss)	$	(25.8)	$	29.7	$	(8.6)	$	53.5
Other comprehensive loss:
Defined benefit pension and other postretirement employee benefits:
Amortization of actuarial gain included in net periodic cost, net of tax	—		(0.1)		(0.1)		(0.1)
Other comprehensive loss, net of tax	—		(0.1)		(0.1)		(0.1)
Comprehensive income	$	17.2	$	23.8
Comprehensive income (loss)	$	(25.8)	$	29.6	$	(8.7)	$	53.4

The accompanying notes are an integral part of these consolidated financial statements.

CLEARWATER PAPER CORPORATION

Consolidated Statements of Cash Flows

(unaudited)	Quarter Ended ~~March~~June 3130,				Six Months Ended June 30,
(In millions)	2024		2023		2024		2023
Operating activities
Net income	$	17.2	$	23.8
Net income (loss)	$	(25.8)	$	29.7	$	(8.6)	$	53.5
Adjustments to reconcile net income to net cash flows provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization	2330.29		24.86		54.1		49.4
Equity-based compensation expense	34.37		1.95		8.1		3.4
Deferred taxes	(13.65)		(1.36)		(5.1)		(2.9)
Defined benefit pension and other postretirement employee benefits	(0.98)		(0.56)		(1.7)		(1.1)
Loss on sale or impairment associated with assets	0.2		1.1
Amortization of deferred debt costs	0.7		0.3		1.1		0.6
Changes in operating assets and liabilities:
Loss on sale or impairment associated with assets	0.7		—		0.8		1.1
(Increase) decrease in accounts receivable	7.8		(6.4)
Changes in operating assets and liabilities, excluding the effects of acquired business:
(Increase) decrease in inventories	(8.2)		(22.3)
Increase in accounts receivable	(65.6)		(7.7)		(57.8)		(14.1)
(Increase) decrease in other current assets	(2.3)		0.4
(Increase) decrease in inventories	9.2		5.3		1.0		(17.0)
Increase (decrease) in accounts payable and accrued liabilities	20.5		(31.7)
(Increase) decrease in other current assets	2.3		5.4		—		5.8
Other, net	0.1		1.0
Increase (decrease) in accounts payable and accrued liabilities	69.4		(10.7)		89.9		(42.5)
Net cash flows provided by (used in) operating activities	59.2		(9.1)
Other, net	(1.2)		(0.1)		(1.5)		0.6
Net cash flows provided by operating activities	21.1		46.0		80.3		36.9
Investing activities
Additions to property, plant and equipment, net 1	(18.51)		(2112.58)		(36.6)		(34.3)
Net cash flows used in investing activities	(18.5)		(21.5)
Acquisition of business	(708.2)		—		(708.2)		—
Net cash flows used in investing activities	(726.3)		(12.8)		(744.8)		(34.3)
Financing activities
Borrowings on long-term debt	—726.7		~~12.0~~—		723.5		12.0
Repayments of long-term debt	(2330.53)		(120.2)		(50.5)		(12.5)
Taxes paid related to net share settlement of equity awards	(3.1)		(4.2)
Repurchases of common stock	(3.0)		(8.4)		(3.5)		(10.1)
Repurchases of common stock	(0.5)		(1.7)
Payments of debt issuance costs	(4.1)		—		(4.5)		(0.1)
Other, net	(0.4)2		(0.14)		(2.9)		(4.6)
Net cash flows used in financing activities	(27.6)		(6.3)
Net cash flows provided by (used in) financing activities	689.6		(8.9)		662.1		(15.3)
Increase (decrease) in cash, cash equivalents and restricted cash	13.2		(37.0)
Increase (decrease) in cash, cash equivalents	(15.6)		24.3		(2.4)		(12.7)
Cash, cash equivalents and restricted cash at beginning of period	42.0		54.4
Cash and cash equivalents at beginning of period	55.2		17.4		42.0		54.4
Cash, cash equivalents and restricted cash at end of period	$	55.2	$	17.4
Cash and cash equivalents at end of period	$	39.6	$	41.7	$	39.6	$	41.7
Supplemental disclosures of cash flow information
Cash paid for interest, net of amounts capitalized	$	98.90	$	140.68	$	17.8	$	15.4
Cash, cash equivalents, and restricted cash
Cash paid for income taxes	$	15.2	$	15.1	$	15.4	$	15.1
Cash and cash equivalents	$	55.2	$	16.7
Restricted cash included in other current assets, net	—		0.7
Total cash, cash equivalents and restricted cash	$	55.2	$	17.4

1 Capital expenditures of $1035.31 million and $714.0 million that have not been paid as of ~~March~~June 3130, 2024 and 2023 were excluded from the Statements of Cash Flows.

The accompanying notes are an integral part of these consolidated financial statements.

CLEARWATER PAPER CORPORATION

Consolidated Statements of Stockholders’ Equity

(Unaudited)

	Common Stock			Additional Paid-In Capital		RetainedEarnings		AccumulatedOtherComprehensiveLoss		TotalStockholders'Equity
(In millions, except share amounts which are in thousands)	Shares	Amount
Balance at December 31, 2022	16,762	$	—	$	28.5	$	576.8	$	(33.3)	$	572.1
Net income	—	—		—		23.8		—		23.8
Stock-based compensation expense	—	—		2.2		—		—		2.2
Issuance of shares under stock plans, net	242	—		(4.2)		—		—		(4.2)
Pension and other postretirement employee benefits, net of tax of immaterial tax	—	—		—		—		(0.1)		(0.1)
Pension and other postretirement employee benefits, net of immaterial tax	—	—		—		—		(0.1)		(0.1)
Repurchases of common stock	(51)	—		(1.7)		—		—		(1.7)
Balance at March 31, 2023	16,953	—		$	24.7	$	600.6	$	(33.4)	$	592.0
Net income	—	—		—		29.7		—		29.7
Stock-based compensation expense	—	—		1.7		—		—		1.7
Issuance of shares under stock plans, net	18	—		(0.4)		—		—		(0.4)
Pension and other postretirement employee benefits, net of immaterial tax	—	—		—		—		(0.1)		(0.1)
Repurchases of common stock	(263)	—		(8.4)		—		—		(8.4)
Balance at June 30, 2023	16,708	$	—	$	17.7	$	630.3	$	(33.4)	$	614.5

	Common Stock			Additional Paid-In Capital		RetainedEarnings		AccumulatedOtherComprehensiveLoss		TotalStockholders'Equity
(In millions, except share amounts which are in thousands)	Shares	Amount
Balance at December 31, 2023	16,485	$	—	$	14.9	$	684.5	$	(30.7)	$	668.8
Net income	—	—		—		17.2		—		17.2
Stock-based compensation expense	—	—		2.2		—		—		2.2
Issuance of shares under stock plans, net	175	—		(3.1)		—		—		(3.1)
Repurchases of common stock	(13)	—		(0.5)		—		—		(0.5)
Balance at March 31, 2024	16,647	$	—	$	13.5	$	701.7	$	(30.7)	$	684.5

The accompanying notes are an integral part of these consolidated financial statements.


	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, 2023	16,485	$	—	$	14.9	$	684.5	$	(30.7)	$	668.8
Net income	—	—		—		17.2		—		17.2
Stock-based compensation expense	—	—		2.2		—		—		2.2
Issuance of shares under stock plans, net	175	—		(3.1)		—		—		(3.1)

Repurchases of common stock	(13)	—		(0.5)		—		—		(0.5)
Balance at March 31, 2024	16,647	$	—	$	13.5	$	701.7	$	(30.7)	$	684.5
Net income (loss)	—	—		—		(25.8)		—		(25.8)
Stock-based compensation expense	—	—		2.8		—		—		2.8
Issuance of shares under stock plans, net	59	—		0.2		—		—		0.2

Repurchases of common stock	(64)	—		(3.0)		—		—		(3.0)
Balance at June 30, 2024	16,642	$	—	$	13.5	$	675.8	$	(30.7)	$	658.6

The accompanying notes are an integral part of these consolidated financial statements.

Clearwater Paper Corporation

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, the consolidated financial position, results of operations, stockholders' equity and cash flows for us and our subsidiaries for the interim periods presented. Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. All dollar amounts are shown in millions, except per share.

Note 2 Recently Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes—Improvements to Income Tax Disclosures (Topic 740), which requires enhanced disclosures primarily related to the rate reconciliation and disaggregation of income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. WeAdoption ~~are~~of ~~currently~~this ~~evaluating~~ASU ~~the~~will result in additional disclosure, ~~implications~~but it will not impact our consolidated financial position, results of ~~this~~operations ~~new~~or ~~standard~~cash flows.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280). This standard requires enhanced disclosures of segment expenses as well as additional information provided to the Chief Operating Decision Maker. This ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements, with early adoption permitted. WeAdoption ~~are~~of ~~currently~~this ~~evaluating~~ASU ~~the~~will result in additional disclosure, ~~implications~~but it will not impact our consolidated financial position, results of ~~this~~operations ~~new~~or ~~standard~~cash flows.

Note 3 ~~Receivables~~Business Acquisition

On May 1, 2024, we completed the acquisition of a paperboard manufacturing facility and associated business, located in Augusta, Georgia (Augusta) from Graphic Packaging International, LLC (Augusta Acquisition). The acquisition is being accounted for under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combination as a business combination as opposed to an asset acquisition. We used borrowings under our credit facilities to fund the acquisition. This acquisition strengthens our position as a premier, independent supplier of paperboard products to converters through improved scale and cost structure. This acquisition is reported within our Pulp and Paperboard segment.

The purchase price of the Augusta Acquisition was allocated to assets acquired and liabilities assumed based on the estimated fair values as of the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, which is expected to be deductible for tax purposes. The allocation of the purchase price shown below remains preliminary and is subject to further adjustment, pending additional refinement and final completion of valuations, including but not limited to valuations of property, plant and equipment. Goodwill is primarily attributed to synergies from future expected economic benefits, including enhanced revenue growth as well as cost savings from reduction of duplicative overhead, streamlined operations and enhanced operational efficiency.

The purchase price allocation as of May 1, 2024 is as follows:


Purchase price	$	708.2
Inventory	102.8
Other current assets	0.4
Property, plant and equipment	609.3
Other assets, net	11.8
Total assets acquired	724.3
Current portion of long-term debt	(0.6)
Accounts payable and accrued liabilities	(7.7)
Long-term debt	(8.9)
Other long-term obligation	(12.6)
Total liabilities assumed	(29.7)
Net assets acquired	694.5
Goodwill	13.7
Total estimated fair value of net assets acquired	$	708.2

The Consolidated Statements of Operations includes $81.2 million of Net Sales and $5.8 million of Net Loss for the quarter and six months ended June 30, 2024.

The following unaudited pro forma consolidated financial information for the quarter and six months ended June 30, 2024 combines our results and the unaudited results of the Augusta operations for the corresponding periods. The unaudited pro forma consolidated financial information assumes that the Augusta Acquisition, which closed on May 1, 2024, was completed on January 1, 2023. The pro forma consolidated financial information has been calculated after applying our accounting policies and includes adjustments to reduce previous recorded amortization expense, fair value adjustments for acquired inventory, property, plant and equipment and operating leases. The impact to depreciation expense was de minimis due to the valuation step up being offset by increased useful lives. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of our operating results that would have been achieved had the Augusta Acquisition actually taken place on January 1, 2023. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur after the Augusta Acquisition, including but not limited to revenue enhancements, cost savings or operating synergies that we may achieve as a result of the Augusta Acquisition.


	Quarter Ended June 30,			Six Months Ended June 30,
	2024		2023	2024		2023
Net sales	$	650.1	$669.6	$	1,271.4	$1,383.2
Net income (loss)	(23.2)		25.3	(21.9)		65.9

Note 4 Receivables

Receivables consist of:

	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Trade accounts receivable	$	~~164~~230.27	$	173.8
Allowance for current expected credit losses	(1.39)		(1.5)
Unbilled receivables	53.29		4.1
Taxes receivable	118.21		4.8
Other	34.79		3.1
	$	~~173~~255.18	$	184.5

Note 45 Inventories

Inventories are stated at the lower of net realizable value or current cost using the average cost method and consist of:

	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Logs, chips and sawdust	$	1628.0	$	22.1
Pulp	1820.42		16.8
Paperboard and tissue products	~~164~~202.78		156.8
Materials and supplies	~~128~~169.63		124.1
	$	~~327~~420.82	$	319.8

7Note 6 Property, Plant and Equipment

Note 5 Property, plant and equipment

Property, plant and equipment consist of:

	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Land and land improvements	$	~~107~~126.27	$	106.0
Buildings and improvements	~~461~~513.29		461.0
Machinery and equipment	2,~~366~~889.82		2,359.9
Construction in progress	58111.32		53.0
	2,993.5		2,979.8
	3,641.0		2,979.8
Less accumulated depreciation and amortization	(2,~~010~~035.49)		(1,989.7)
Property, plant and equipment, net	$	~~983~~1,605.1	$	990.1

Note 67 ~~Accounts~~Goodwill ~~Payable~~ and ~~Accrued Liabilities~~Intangibles

Changes in the carrying amounts of goodwill and intangible assets allocated to the pulp and paperboard segment as follows:


	Pulp and Paperboard
	Goodwill		Intangibles		Total
Balance as of December 31, 2023	35.1		6.4		41.5
Recognized goodwill	13.7		—		13.7
Amortization	—		(1.1)		(1.1)
Balance as of June 30, 2024	$	48.8	$	5.4	$	54.1

Intangible assets consisted of $5.4 million customer relationships. Outstanding definite-lived intangible assets are amortized over their useful lives of 10 years.

The gross book value and accumulated amortization of definite lived intangible assets at June 30, 2024 was $34.9 million and $29.5 million. The gross book value and accumulated amortization of definite lived intangible assets at December 31, 2023 was $34.9 million and $28.4 million.

Note 8 Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of:

	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Trade payables	$	~~182~~278.18	$	163.9
Accrued compensation	3339.51		39.0
Operating lease liabilities	1517.54		15.4
Other	6982.49		66.9
	$	~~300~~418.61	$	285.1

Included in "Accounts payable and accrued liabilities" are $1035.31 million and $13.0 million related to capital expenditures that had not yet been paid as of ~~March~~June 3130, 2024 and December 31, 2023.

We maintain a program with a financial institution to provide our vendors with an option to receive payment earlier than our standard payment terms. As of ~~March~~June 3130, 2024 and December 31, 2023, $1215.81 million and $14.7 million of outstanding obligations under this program were included in "Other" in the table above.

As of ~~March 31~~June 30, 2024 and December 31, 2023, unrecognized tax benefits, including associated interest, of $2628.05 million and $27.4 million were included in "Other" in the table above.

Note 79 Income Taxes

For interim periods, accounting standards require that income tax expense be determined by applying the estimated annual effective income tax rate to year-to-date results, unless this method does not result in a reliable estimate of year-to-date income tax expense. Each period, the income tax accrual is adjusted to the latest estimate and the difference from the previously accrued year-to-date balance is adjusted to the current quarter.

For the ~~quarter~~six months ended ~~March~~June 3130, 2024, our income tax ~~provision~~benefit was $72.04 million as compared to a provision of $818.46 million in the same period in 2023. Our effective tax rate for the ~~quarter~~six months ended ~~March 31~~June 30, 2024 varied from the U.S. federal statutory tax rate of 21.0% primarily due to the effects of state taxes, nondeductible compensation and interest related to uncertain tax provisions. ~~Our effective tax rate for the quarter ended March 31, 2023 varied from the U.S. federal statutory tax rate of 21.0% primarily due to the effects of state taxes and nondeductible compensation.~~

811

Note 810 Debt

Long-term debt at the balance sheet dates consisted of:

		March 31, 2024						December 31, 2023
		June 30, 2024						December 31, 2023
	Interest Rate atMarch 31, 2024	Principal		Unamortized Debt Costs		Total		Principal		Unamortized Debt Costs		Total
	Interest Rate atJune 30, 2024	Principal		Unamortized Debt Costs		Total		Principal		Unamortized Debt Costs		Total
Term loan credit agreement maturing 2028, fixed interest rate	9.1%	$	150.0	$	(2.6)	$	147.4	$	150.0	$	(2.8)	$	147.2
Term Revolving Facility under Term loan Credit Agreement maturing 2029, fixed interest rate	9.1%	$	150.0	$	(2.5)	$	147.5	$	150.0	$	(2.8)	$	147.2
2020 Notes, maturing 2028, fixed interest rate	4.8%	275.0		(2.2)		272.8		275.0		(2.4)		272.6
Term Revolving Facility under Term Loan Credit Agreement maturing 2029, variable interest rate	9.1%	$	120.0	$	—	$	120.0	$	—	$	—	$	—
ABL Credit Agreement, variable interest rates	6.7%	—		—		—		20.0		—		20.0
Farm Credit Term Loan Facility under Term Loan Credit Agreement maturing 2031, variable interest rate	9.1%	394.8		(2.7)		392.1		—		—		—
Finance leases		23.0		—		23.0		23.3		—		23.3
Commercial Bank Term Loan Facility under Term Loan Credit Agreement, maturing 2029, variable interest rate	8.6%	88.8		(0.6)		88.2		—		—		—
Total debt		448.0		(4.9)		443.2		468.3		(5.1)		463.1
2020 Notes, maturing 2028, fixed interest rate	4.8%	275.0		(2.1)		272.9		275.0		(2.4)		272.6
Less: current portion		(0.9)				(0.9)		(0.8)		—		(0.8)
Revolving loan facility under ABL Credit Agreement, maturing 2027, variable interest rate	6.9%	90.0		—		90.0		20.0		—		20.0
Net long-term portion		$	447.2	$	(4.9)	$	442.3	$	467.4	$	(5.1)	$	462.3
Finance leases		32.2		—		32.2		23.3		—		23.3
Total debt		1,150.9		(7.8)		1,143.0		468.3		(5.1)		463.1
Less: current portion		(5.6)		0.5		(5.2)		(0.8)		—		(0.8)
Net long-term portion		$	1,145.2	$	(7.4)	$	1,137.9	$	467.4	$	(5.1)	$	462.3

InTERM ~~February~~CREDIT 2024, we entered into a commitment letter to obtain financing from AgWest Farm Credit, PCA (“AgWest”), CoBank, FCB (“CoBank”) and Coöperatieve Rabobank U.A., New York Branch (“Rabobank”) in connection with the planned acquisition discussed at Note 16. In connection with the commitment, we paid an underwriting fee of $3.3 million, which is included in "Other assets, net" in the Consolidated Balance Sheets. As of March 31, 2024, no amounts were outstanding on these new facilities.AGREEMENTS

On May 1, 2024, the Company entered into an amendment and restatement of our Credit Agreement, dated October 27, 2023, with AgWest Farm Credit, PCA, as administrative agent, and several lenders (as so amended and restated, the “Term Credit Agreement”).

After giving effect to the amendment and restatement, the credit facilities provided under the Term Credit Agreement consist of (i) a term revolver loan commitment in the amount of $270 million (the “Term Revolver Facility”), $150 million of which was borrowed on October 27, 2023 and $120 million of which was borrowed on May 1, 2024, (ii) a term loan commitment in the amount of $400 million (the “Farm Credit Term Loan Facility”), which was fully drawn on May 1, 2024 and (iii) a term loan commitment in the amount of $90 million (the “Commercial Bank Term Loan Facility” and together with the Farm Credit Term Loan Facility, collectively, the “Term Loan Facilities”), which was fully drawn on May 1, 2024.

We may increase commitments under the Term Revolver Facility in an aggregate principal amount of up to $60 million, subject to obtaining commitments from participating lenders. The Term Credit Agreement matures on the earlier of (i) in the case of the Term Revolver Facility and the Commercial Bank Term Loan Facility, May 1, 2029, (ii) in the case of the Farm Credit Term Loan Facility, May 1, 2031 and (iii) and subject to springing maturity 91 days prior to the maturity of the 2020 Notes, if the outstanding principal amount of the 2020 Notes plus $50 million is less than our available borrowing liquidity and unrestricted cash.

We may prepay and reborrow the borrowings under the Term Revolver Facility, in whole or in part, at any time and from time to time without premium or penalty (other than prepayments of the initial advance on the Term Revolver Facility of $150 million to the extent made prior to November 1, 2024 and in certain other circumstances). In addition, we must make

mandatory prepayments of principal under the Term Revolver Facility upon the occurrence of certain asset sales. We are required to repay a percentage of the aggregate outstanding principal amount of the borrowings under the Term Loan Facilities in quarterly installments on the last day of each March, June, September and December, commencing on the first day of the third full fiscal quarter after May 1, 2024. We may prepay any borrowings under the Term Loan Facilities, in whole or in part, at any time and from time to time without premium or penalty. In addition, we must make mandatory prepayments of principal under the Term Loan Facilities upon the occurrence of certain specified events, including certain asset sales (as disclosed in Note 19), debt issuances not permitted under the Term Credit Agreement, and of 50% of our quarterly excess cash flows, less any voluntary prepayments of the Term Loan Facilities.

ABL CREDIT AGREEMENT

On May 1, 2024, the Company entered into an amendment (the “ABL Amendment”) of its Credit Agreement, dated July 26, 2019, with JPMorgan Chase Bank, N.A., as administrative agent and several lenders (as so amended, the “ABL Credit Agreement”). After giving effect to the ABL Amendment, the maximum commitment of the lenders (subject to borrowing base limitations) under the ABL Credit Agreement was increased from $275 million to $375 million, $120 million of which was borrowed as of May 1, 2024 and $3.7 million of which was utilized for outstanding but undrawn letters of credit.

At June 30, 2024, we were in compliance with the currently applicable covenants associated with the Term Credit Agreement and the ABL Credit Agreement.

The fair value of our debt is included in the following table:

	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Term loan credit agreement, maturing 2028, fixed interest rate	$	151.2	$	150.6
Farm Credit Term Loan Facility under Term Credit agreement, maturing 2031, variable interest rate	$	400.0	$	—
ABL Credit Agreement, variable interest rate	—		20.0
2020 Notes, maturing 2028, fixed interest rate	255.1		255.1
2020 Notes, maturing 2028, fixed interest rate	254.4		255.1
Term Revolver Facility under Term Credit Agreement, maturing 2029, fixed interest rate	150.0		150.6
	$	405.6	$	425.7
Term Revolver Facility under Term Credit Agreement, maturing 2029, variable interest rate	120.0		—
Commercial Bank Term Loan Facility under Term Credit Agreement, maturing 2029, variable interest rate	90.0		—
Revolving loan facility under ABL Credit Agreement, maturing 2027, variable interest rate	90.0		20.0
	$	1,105.1	$	425.7

Note 911 Other Operating Charges

The major components of “Other operating (income) charges, net” in the Consolidated Statements of Operations for the ~~quarters~~quarter and six months ended ~~March~~June 3130, 2024 and 2023 are reflected in the table below and described in the paragraphs following the table. These items are considered outside of our core operations.

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Acquisition and project related costs	$	4.2	$	—
Acquisition and divestiture related costs	$	10.3	$	—	$	14.5	$	—
Restructuring and integration costs	2.3		—
Integration costs	4.1		—		6.5		—
Loss on sale or impairment associated with assets	0.27		~~1.1~~—		0.8		1.1
Directors' equity-based compensation expense	1.2.0		(0.2)		3.1		(0.4)
Other	—		(0.23)		—		(0.1)
	$	717.90	$	1(0.14)	$	25.0	$	0.6

913

2024

During the ~~first~~second quarter of 2024, we recorded $717.90 million of expense in "Other operating (income) charges, net." The main components of the expense include:

•expense of $410.23 million associated with acquisition and ~~project-related~~divestiture activities (primarily legal and professional services) ;

•expense of $24.31 million associated with ~~restructuring and~~ integration activities (primarily professional services);

•loss of $0.7 million associated with the impairment of property, plant and equipment; and

•expense of $2.0 million relating to directors' equity-based compensation which is remeasured each period based upon changes in our stock price.

During the first quarter of 2024, we recorded $7.9 million of expense in "Other operating (income) charges, net." The main components of the expense include:

•expense of $4.2 million associated with acquisition and divestiture activities (primarily legal and professional services);

•expense of $2.3 million associated with integration activities (primarily professional services);

•loss of $0.2 million associated with the impairment of equipment and related spare parts no longer being used; and

•expense of $1.2 million relating to directors' equity-based compensation which is remeasured each period based upon changes in our stock price.

2023

During the ~~first~~second quarter of 2023, we recorded $10.14 million of ~~expense~~income in "Other operating (income) charges, net." The components of the expense include:

•loss of $1.1 million associated with the impairment of equipment and related spare parts no longer being used; and

•reversal of expense of $0.2 million relating to directors' equity-based compensation which is remeasured each period based upon changes in our stock price.

~~Note~~During 10the ~~Non-Operating~~first ~~Expense~~quarter of 2023, we recorded $1.1 million of expenses in "Other (income) operating charges, net." The components of the expense include:

~~The~~•loss ~~components~~ of ~~“Non-operating~~$1.1 ~~expense”~~million inassociated with the ~~Consolidated~~impairment ~~Statements~~ of ~~Operations~~equipment ~~for the quarters ended March 31, 2024~~ and ~~2023~~related ~~are~~spare ~~reflected~~parts inno ~~the~~longer ~~table~~being ~~below:~~used; and

	Quarter Ended March 31,
	2024		2023
Interest expense	$	(6.7)	$	(7.6)
Amortization of deferred debt costs	(0.4)		(0.3)
Interest income	0.6		0.3
Interest expense, net	(6.5)		(7.6)
Non-operating pension and other postretirement employee benefits	0.3		0.1
Total non-operating expense	$	(6.2)	$	(7.5)

•reversal of expense of $0.2 million relating to directors' equity based compensation which is remeasured each period based upon changes in our stock price.

Note 1112 ~~Retirement~~Non-Operating ~~Plans and Postretirement Benefits~~ Expense

The components of “Non-operating expense” in the Consolidated Statements of Operations for the quarter and six months ended June 30, 2024 and 2023 are reflected in the table below:


	Quarter Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Interest expense	$	(16.1)	$	(7.6)	$	(22.8)	$	(15.2)
Amortization of debt issuance costs and accretion of debt discount	(0.7)		(0.3)		(1.1)		(0.6)
Interest income	0.8		0.3		1.4		0.6
Interest expense, net	(16.0)		(7.5)		(22.6)		(15.1)

Non-operating pension and other postretirement employee benefits	0.3		0.1		0.7		0.2
Total non-operating expense	$	(15.7)	$	(7.4)	$	(21.9)	$	(14.9)

Note 13 Retirement Plans and Postretirement Benefits

The following table details the components of net periodic cost of our company-sponsored pension and other postretirement employee benefit plans for the periods presented:

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
Pension Benefit Plans	2024		2023		2024		2023
Service cost	$	0.6	$	0.9	$	1.3	$	1.7
Interest cost	3.0		3.1		5.9		6.2
Expected return on plan assets	(3.9)		(3.8)		(7.9)		(7.6)
Net periodic cost	$	(0.3)	$	0.2	$	(0.6)	$	0.4

	Quarter Ended March 31,
	Quarter Ended June 30,			Six Months Ended June 30,
Other Postretirement Employee Benefit Plans		2024		2023		2024		2023
Service cost		$	0.1	$	—	$	0.1	$	0.1
Interest cost		0.7		0.7		1.3		1.4
Amortization of actuarial gain		(0.1)		(0.1)		(0.1)		(0.3)
Net periodic cost		$	0.6	$	0.6	$	1.3	$	1.2

10We record the service component of net periodic cost as part of "Cost of sales" and "Selling, general, and administrative expenses," while the non-service component of net periodic cost are recorded to "Other non-operating income" on our Consolidated Statements of Operations. For the quarter and six months ended June 30, 2024, we recorded $0.6 million and $1.1 million to "Cost of sales" and $0.1 million and $0.3 million to "Selling, general, and administrative expenses." For the quarter and six months ended June 30, 2023, we recorded $0.8 million and $1.5 million to "Cost of sales" and $0.1 million and $0.3 million to "Selling, general, and administrative expenses."

WeNote ~~record~~14 ~~the~~Accumulated ~~service component of net periodic cost as part of "Cost of sales" and "Selling, general, and administrative expenses," while the non-service components of net periodic cost are recorded to "~~Other ~~non-operating~~Comprehensive income" on our Consolidated Statements of Operations. For the quarter ended March 31, 2024, we recorded $0.6 million to "Cost of sales" and $0.1 million to "Selling, general, and administrative expenses." For the quarter ended March 31, 2023, we recorded $0.8 million to "Cost of sales" and $0.1 million to "Selling, general, and administrative expenses." Loss

Note 12 Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss, net of tax, is comprised of the following:

	Pension Plan Adjustments		Other Post Retirement Employee Benefit Plan Adjustments		Total
Balance at December 31, 2022	$	(46.5)	$	13.3	$	(33.3)
Amounts reclassified from accumulated other comprehensive loss	—		(0.1)		(0.1)
Balance at March 31, 2023	$	(46.5)	$	13.2	$	(33.4)
Balance at June 30, 2023	$	(46.5)	$	13.1	$	(33.4)
Balance at December 31, 2023	$	(42.0)	$	11.3	$	(30.7)
Amounts reclassified from accumulated other comprehensive loss	—0.1		(0.1)		—(0.1)
Balance at March 31, 2024	$	(41.9)	$	11.2	$	(30.7)
Balance at June 30, 2024	$	(41.9)	$	11.2	$	(30.7)

Note 1315 Stockholders' Equity

Common Stock Plans

We have stock-based compensation plans under which restricted stock awards and stock options are outstanding or granted subject to time or performance vesting requirements. AsAt ~~of March~~June 3130, 2024, approximately 0.65 million shares were available for future issuance under our current plan.

	Quarter Ended March 31,
	2024		2023
Total stock-based compensation expense	$	3.3	$	1.9
Income tax benefit related to stock-based compensation	$	0.3	$	0.5
Impact on cash flow due to taxes paid related to net share settlement of equity awards	$	3.1	$	4.2

As of March 31, 2024, there was $21.3 million of total unrecognized compensation costs related to outstanding restricted stock unit awards.


	Quarter Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Total stock-based compensation expense	$	4.7	$	1.5	$	8.1	$	3.4
Income tax benefit related to stock-based compensation	$	1.0	$	0.4	$	1.3	$	0.9
Impact on cash flow from proceeds on options exercised	$	1.1	$	—	$	1.1	$	—
Impact on cash flow due to taxes paid related to net share settlement of equity awards	$	0.8	$	0.4	$	3.9	$	4.6

~~During~~At ~~the quarter ended March 31~~June 30, 2024, wethere ~~granted~~was ~~207,628~~$19.0 ~~restricted~~million ~~stock~~of ~~units~~total ~~(time~~unrecognized ~~vesting)~~compensation atcosts anrelated ~~average~~to ~~grant~~outstanding ~~date fair value of $37.97 per share and 160,057~~ restricted stock ~~units~~unit ~~(performance vesting) at an average grant date fair value of $40~~awards.~~18 per share.~~

11During the six months ended June 30, 2024, we granted 221,319 restricted stock units (time vesting) at an average grant date fair value of $38.18 per share and 163,310 restricted stock units (performance vesting) at an average grant date fair value of $40.17 per share.

Note 1416 Earnings (Loss) per Share

Basic income (loss) per share is based on the weighted-average number of shares of common stock outstanding. Diluted income (loss) per share is based upon the weighted-average number of shares of common stock outstanding plus all potentially dilutive securities that were assumed to be converted into common shares at the beginning of the period under the treasury stock method. This method requires the effect of potentially dilutive common stock equivalents be excluded from the calculation of diluted earnings per share for the periods in which net losses are reported because the effect is anti-dilutive.

	Quarter Ended March 31,
	Quarter Ended June 30,		Six Months Ended June 30,
(In thousands)	2024	2023	2024	2023
Basic weighted-average common shares outstanding	16,~~607~~661	16,~~834~~865	16,634	16,849
Incremental shares due to:
Stock-based awards	~~181~~—	~~202~~91	—	152
Performance shares	~~107~~—	—2	—	2
Diluted weighted-average common shares outstanding	16,~~895~~661	1716,~~036~~958	16,634	17,003

Shares excluded from the computation of diluted earnings (loss) per share were 0.4 million for ~~each~~the ofquarter ~~the~~and ~~quarters~~six months ended ~~March 31~~June 30, 2024, and 0.5 million and 0.4 million for the quarter and six months ended June 30, 2023 as they were either antidilutive (not in-the-money) or the required performance conditions ~~have~~were not ~~been~~ met.

~~Note 15 Segment Information~~16

Note 17 Segment Information

We operate in two segments: Pulp and Paperboard and Consumer Products. Our business units have been aggregated into these two segments based upon the similarity of economic characteristics, customers and distribution methods. Our results of operations are summarized below for each of these segments separately. Segment information was prepared in accordance with the same accounting principles as those described in Note 1 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Segment net sales:
Pulp and Paperboard	$	~~244~~333.56	$	~~278~~272.83	$	578.1	$	551.0
Consumer Products	~~253~~252.18		~~248~~253.36		505.9		502.0
Eliminations	~~(1.4)~~—		(1.73)		(1.4)		(3.0)
Net sales	$	~~496~~586.24	$	~~525~~524.46	$	1,082.6	$	1,050.0
Operating income (loss):
Pulp and Paperboard	$	25(12.32)	$	5742.10	$	13.1	$	99.1
Consumer Products	3127.54		425.20		59.0		29.2
Corporate and eliminations	(1817.57)		(20.41)		(36.2)		(40.6)
Other operating charges, net	(7.9)		(1.1)
Other operating (income) charges, net	(17.0)		0.4		(25.0)		(0.6)
Income from operations	$	30.4	$	39.8
Income (loss) from operations	$	(19.5)	$	47.3	$	10.9	$	87.1


	June 30, 2024		December 31, 2023
Assets:
Pulp and Paperboard	$	1,483.4	$	665.8
Consumer Products	894.1		917.2
Corporate	100.9		88.8
Total Assets	$	2,478.4	$	1,671.8

Net sales, classified by major products, were as follows:

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Major products:
Paperboard	$	~~240~~331.45	$	~~272~~263.90	$	571.9	$	536.4
Retail tissue	~~250~~252.80		~~246~~252.08		502.8		498.8
Pulp	20.32		37.20		2.5		10.3
Other	42.18		53.01		6.8		7.5
Eliminations	~~(1.4)~~—		(1.73)		(1.4)		(3.0)
Total net sales	$	~~496~~586.24	$	~~525~~524.46	$	1,082.6	$	1,050.0

Note 1618 ~~Pending~~Insurance ~~Acquisition~~Recovery

OnDuring ~~February~~the ~~20,~~first quarter of 2024, we ~~entered~~experienced ~~into~~a annatural ~~Asset~~gas ~~Purchase~~disruption ~~Agreement~~due to ~~acquire~~an aextreme ~~paperboard~~weather ~~mill~~event ~~and~~that ~~associated~~resulted ~~facilities,~~in ~~located~~damage inat ~~Augusta~~our Lewiston, ~~Georgia~~Idaho ~~from~~facility. ~~Graphic~~During ~~Packaging~~the ~~International~~quarter ended June 30, ~~LLC~~2024, ~~for~~we ~~$700~~received $10.5 million in ~~cash~~insurance proceeds, ~~subject~~of which $4.7 million was related to ~~certain~~business ~~adjustments~~interruption ~~for~~insurance ~~working~~and ~~capital~~$5.8 million Wewas ~~expect~~related to ~~finance~~reimbursable ~~this~~costs. ~~transaction~~Proceeds ~~with~~of ~~cash~~$0.9 million onand ~~hand~~$9.3 million aswere ~~well~~allocated asto ~~through~~our ~~borrowings~~Consumer ~~under~~Products ~~our~~and ~~existing~~Pulp ~~credit~~and ~~agreements~~Paperboard assegments, ~~well~~and aswere ~~new~~recorded ~~financing.~~within ~~The~~"Cost ~~closing~~ of ~~the~~sales" ~~Augusta~~in ~~Acquisition~~the isConsolidated ~~subject~~Statements toof ~~certain~~Operations. ~~customary~~Proceeds ~~mutual~~of ~~closing conditions~~$0.3 million ~~This~~were ~~closing~~related ~~is expected~~ to ~~occur~~property, ~~during~~plant ~~the~~and ~~second quarter of 2024~~equipment.

1317

Note 19 Subsequent Event - Business Divestiture

On July 21, 2024, the Company entered into a Membership Interest Purchase Agreement and an Asset Purchase Agreement with Sofidel America Corp. (“Sofidel”), a wholly owned subsidiary of Sofidel S.p.A., pursuant to which, among other things, the Company agreed to sell our consumer products division (tissue business) to Sofidel for approximately $1.06 billion in cash, subject to adjustments for debt, cash, transaction expenses and net working capital (the “Tissue Divestiture”). The Company expects net proceeds from the Tissue Divestiture of approximately $850 million, which we intend to use to meaningfully de-lever our balance sheet. The Tissue Divestiture is expected to close in the fourth quarter of 2024, subject to regulatory approvals and other customary closing conditions.


ITEM 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included herein and our audited Consolidated Financial Statements and Notes thereto for the year ended December 31, 2023, as well as the information under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are part of our Annual Report on Form 10-K for the year ended December 31, 2023.

OVERVIEW

Executive Summary

We recorded net sales of $~~496~~586.24 million for the quarter ended ~~March~~June 3130, 2024 compared to $~~525~~524.46 million for the quarter ended ~~March~~June 3130, 2023. We recorded a net ~~income~~loss for the quarter ended ~~March~~June 3130, 2024 of $1725.28 million, or $1.0255 per diluted share, compared to net income of $2329.87 million or $1.4075 per diluted share for the quarter ended ~~March~~June 3130, 2023. We recorded Adjusted EBITDA for the quarter ended ~~March~~June 3130, 2024 of $6135.53 million compared to $6571.75 million for the quarter ended March 31, 2023. During the quarter ended March 31, 2024, we experienced a severe weather event at our Lewiston site which resulted in a loss in excess of $15 million. We expect to receive insurance proceeds to offset a portion of this loss in the quarter ended June 30, ~~2024~~2023.

~~See~~We ~~discussion~~recorded onan ~~segment~~increase ~~level~~of ~~results~~3% ~~regarding~~in net sales to $1.1 billion for the six months ended June 30, ~~operating~~2024 ~~results~~compared ~~and~~to $1 billion for the six months ended June 30, 2023. We recorded a net loss for the six months ended June 30, 2024 of $8.6 million, or $0.52 per diluted share, compared to net income of $53.5 million or $3.15 per diluted share for the six months ended June 30, 2023. We recorded Adjusted EBITDA infor ~~“Our~~the ~~Operating~~six ~~Results”~~months ~~below~~ended June 30, 2024 of $96.8 million compared to $137.2 million for the six months ended June 30, 2023.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with generally accepted accounting principles (GAAP) requires our management to select and apply accounting policies that best provide the framework to report our results of operations and financial position. The selection and application of those policies requires management to make difficult, subjective and complex judgments concerning reported amounts of revenue and expenses during the reporting period and the reported amounts of assets and liabilities at the date of the financial statements. As a result, it is possible that materially different amounts would be reported under different conditions or using different assumptions.

AsFor a discussion of ~~March~~our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2023. ~~there~~There have been no ~~significant~~material changes ~~with regard~~ to the critical accounting policies and estimates disclosed in our Annual Report onexcept ~~Form~~as ~~10-K~~discussed ~~for the year ended December 31, 2023~~below.

Business Acquisitions

We apply the principles provided in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations, to determine whether an acquisition involves an asset or a business. In determining whether an acquisition should be accounted for as a business combination or asset acquisition, we first determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is accounted for as an asset acquisition. If this is not the case, we then further evaluate whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the transaction is accounted for as a business combination.

We account for business combinations using the acquisition method of accounting which requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. We measure and recognize asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets. Goodwill is not recognized in an asset acquisition with any consideration in excess of net assets acquired allocated to acquired assets on a relative estimated fair value basis. Transaction costs are expensed in a business combination and transaction costs directly attributable to the acquisition are considered a component of the cost of the acquisition in an asset acquisition. See Note 3, "Business Acquisition," in the Notes to Consolidated Financial Statements included in Item 1 of this report for additional information.

NON-GAAP MEASURES

In evaluating our business, we utilize several non-GAAP financial measures. A non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so excluded or included under applicable GAAP guidance. In this report on Form 10-Q, we disclose overall and segment earnings from operations before interest expense, net, non-operating pension and other post employment benefit costs, income tax expense, depreciation and amortization, other operating charges, net, and debt retirement costs as Adjusted EBITDA which is a non-GAAP financial measure. Adjusted EBITDA is not a substitute for the GAAP measure of net income or for any other GAAP measures of operating performance.

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, net, 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.

The following table provides our Adjusted EBITDA for the periods presented, as well as a reconciliation to net income and segment operating income.

1420

	Quarter Ended March 31,
	Quarter Ended June 30,				Six Months Ended June 30,
(In millions)	2024		2023		2024		2023
Net income	$	17.2	$	23.8
Net income (loss)	$	(25.8)	$	29.7	$	(8.6)	$	53.5
Income tax provision	7.0		8.4
Income tax provision (benefit)	(9.4)		10.2		(2.4)		18.6
Interest expense, net	616.50		7.65		22.6		15.1
Depreciation and amortization	2330.29		24.86		54.1		49.4
Other operating charges, net	7.9		1.1
Inventory revaluation on acquired business	6.8		—		6.8		—
Other non-operating income	(0.3)		(0.1)
Other operating (income) charges, net	17.0		(0.4)		25.0		0.6
Adjusted EBITDA	$	61.5	$	65.7
Other non-operating income	(0.3)		(0.1)		(0.7)		(0.2)
Pulp and Paperboard segment income	$	25.3	$	57.1
Adjusted EBITDA	$	35.3	$	71.5	$	96.8	$	137.2
Depreciation and amortization	8.4		9.1
Pulp and Paperboard segment income (loss)	$	(12.2)	$	42.0	$	13.1	$	99.1
Adjusted EBITDA Pulp and Paperboard segment	$	33.7	$	66.2
Inventory revaluation on acquired business	6.8		—		6.8		—
Consumer Products segment income	$	31.5	$	4.2
Depreciation and amortization	16.5		9.3		24.8		18.5
Depreciation and amortization	14.2		15.0
Adjusted EBITDA Pulp and Paperboard segment	$	11.1	$	51.3	$	44.8	$	117.6
Adjusted EBITDA Consumer Products segment	$	45.7	$	19.2
Consumer Products segment income	$	27.4	$	25.0	$	59.0	$	29.2
Corporate and other expense	$	(18.5)	$	(20.4)
Depreciation and amortization	14.0		14.7		28.2		29.7
Depreciation and amortization	0.6		0.6
Adjusted EBITDA Consumer Products segment	$	41.4	$	39.7	$	87.1	$	58.9
Adjusted EBITDA Corporate and other	$	(17.9)	$	(19.8)
Corporate and other expense	$	(17.7)	$	(20.1)	$	(36.2)	$	(40.6)
Pulp and Paperboard segment	$	33.7	$	66.2
Depreciation and amortization	0.5		0.6		1.1		1.2
Consumer Products segment	45.7		19.2
Adjusted EBITDA Corporate and other	$	(17.2)	$	(19.5)	$	(35.1)	$	(39.3)
Corporate and other	(17.9)		(19.8)
Pulp and Paperboard segment	$	11.1	$	51.3	$	44.8	$	117.6
Adjusted EBITDA	$	61.5	$	65.7
Consumer Products segment	41.4		39.7		87.1		58.9
Corporate and other	(17.2)		(19.5)		(35.1)		(39.3)
Adjusted EBITDA	$	35.3	$	71.5	$	96.8	$	137.2

1521

OUR OPERATING RESULTS

Our operating results for each of our segments are discussed below. See Note 1517, "Segment Information," of the Notes to the Consolidated Financial Statements included in Item 1 of this report for further information regarding our segments.

Pulp and Paperboard Segment

	Quarter Ended March 31,
	Quarter Ended June 30,								Six Months Ended June 30,
(Dollars in millions, except per unit and paperboard shipments)	2024			2023			Increase (decrease)		2024			2023			Increase (decrease)
Sales:
Net Sales:
Paperboard	$	~~240~~331.45		$	~~272~~263.90		~~(11~~26.9)1	%	$	571.9		$	536.4		6.6	%
Pulp	20.32			37.20			(2897.08)	%	2.5			10.3			(75.7)	%
Other	12.80			2.63			(3214.74)	%	3.7			4.3			(14.0)	%
	$	~~244~~333.56		$	~~278~~272.83		~~(12~~22.3)5	%	$	578.1		$	551.0		4.9	%
Operating income	$	25.3		$	57.1		(55.6)	%
Operating income (loss)	$	(12.2)		$	42.0		(129.1)	%	$	13.1		$	99.1		(86.8)	%
Operating margin	10(3.47)		%	2015.54		%			2.3		%	18.0		%
Adjusted EBITDA	$	3311.71		$	6651.23		(4978.14)	%	$	44.8		$	117.6		(61.9)	%
Adjusted EBITDA margin	133.83		%	2318.8		%			7.7		%	21.3		%
Paperboard shipments (short tons)	~~187~~272,~~303~~585			~~189~~186,~~398~~160			(146.1)4	%	459,888			375,558			22.5	%
Paperboard sales price (per short ton)	$	1,~~284~~216		$	1,~~441~~413		(1013.9)	%	$	1,244		$	1,428		(12.9)	%

Sales volumes in our Pulp and Paperboard segment ~~decreased~~increased for the quarter and six months ended ~~March 31~~June 30, 2024 compared to the same period in the prior year due tothe ~~weaker~~inclusion ~~demand~~of asthe ~~customers~~Augusta ~~continued~~operations (see Note 3, "Business Acquisition," in our Notes to ~~rebalance~~our ~~inventory~~Consolidated ~~levels~~Financial Statements). Sales prices decreased in our Pulp and Paperboard segment for the quarter and six months ended ~~March 31~~June 30, 2024 compared to the same period in the prior year due to previously announced price decreases and changes in our product mix.

Operating income and Adjusted EBITDA decreased for the quarter ended ~~March~~June 3130, 2024 as compared to the same period in the prior year ~~primarily~~ due to lower sales prices and the impacts of aour ~~significant~~planned ~~weather~~major ~~event~~maintenance outage at our Lewiston, Idaho facility, partially offset by lower ~~input~~wood costs and an insurance recovery related to a significant weather event at our Lewiston, ~~specifically~~Idaho facility which occurred in ~~wood~~the first quarter of 2024. The decrease in operating income and Adjusted EBITDA for the six months ended June 30, ~~energy~~2024 as compared to the same period in the prior year was primarily driven by lower sales prices and ~~freight.~~the impacts of our planned major maintenance outage at our Lewiston, Idaho facility, partially offset by lower wood costs.

1622

Consumer Products Segment

	Quarter Ended March 31,
	Quarter Ended June 30,								Six Months Ended June 30,
(Dollars in millions, except per unit and shipments)	2024			2023			Increase (decrease)		2024			2023			Increase (decrease)
Sales:
Net Sales:
Retail tissue	$	~~250~~252.80		$	~~246~~252.08		2.(0.3)	%	$	502.8		$	498.8		0.8	%
Other	20.38			20.48			(42.0)6	%	3.1			3.2			(3.1)	%
	$	~~253~~252.18		$	~~248~~253.36		1(0.93)	%	$	505.9		$	502.0		0.8	%
Operating income	$	3127.54		$	425.20		~~650~~9.17	%	$	59.0		$	29.2		101.8	%
Operating margin	1210.59		%	19.79		%			11.7		%	5.8		%
Adjusted EBITDA	$	4541.74		$	1939.27		~~137~~4.83	%	$	87.1		$	58.9		47.9	%
Adjusted EBITDA margin	1816.14		%	715.7		%			17.2		%	11.7		%
Shipments (short tons)
Retail	7981,~~929~~196			7678,~~848~~672			43.02	%	161,125			155,520			3.6	%
Other	~~2,251~~374			~~1,017~~103			~~121~~263.31	%	2,625			1,120			134.4	%
	82,180			77,865			5.5	%
	81,570			78,775			3.5	%	163,750			156,640			4.5	%
Sales price (per short ton)
Retail	$	3,~~138~~104		$	3,~~201~~214		(23.04)	%	$	3,121		$	3,207		(2.7)	%

Retail sales volumes in our Consumer Products segment increased for the quarter and six months ended ~~March 31~~June 30, 2024 compared to the same period in the prior year due to the increased demand for private label versus branded products. Retail sales prices decreased in our Consumer Products segment for the quarter and six months ended ~~March 31~~June 30, 2024 compared to the same period in the prior year due to changes in our product mix and ~~minor~~ reductions resulting from contract pricing indexed to certain cost inputs.

Operating income and Adjusted EBITDA increased for the quarter ended ~~March~~June 3130, 2024 compared to the same period in the prior year predominately due to higher volumes and lower raw material costs partially offset by lower sales prices. The increase in operating income and Adjusted EBITDA for the six months ended June 30, 2024 compared to the same period in the prior year was driven by lower input costs, primarily in pulp, freight and ~~freight~~energy costs.

Corporate expenses

Corporate expenses for the quarter and six months ended ~~March 31~~June 30, 2024 were $1817.57 million and $36.2 million compared to $20.41 million and $40.6 million in the same period in the prior year. The decrease between periods is primarily related to costs associated with business process improvement projects which occurred during 2023 offset by higher wages in 2024. Corporate expenses primarily consist of corporate overhead such as wages and benefits, professional fees, insurance and other expenses for corporate functions including certain executive officers, public company costs, information technology, financial services, environmental and safety, legal, supply management, human resources and other corporate functions not directly associated with the business operations.

Other operating charges

See Note 911, "Other operating charges," of the Notes to the Consolidated Financial Statements included in Item 1 of this report for additional information.

Potential impairments

We review from time to time possible dispositions or reorganization of various assets in light of current and anticipated economic and industry conditions, our strategic plan and other relevant factors. Because a determination to dispose or reorganize particular assets may require management to make assumptions regarding the transaction structure of the disposition or reorganization and to estimate the net sales proceeds, which may be less than previous estimates of undiscounted future net cash flows, we may be required to record impairment charges in connection with decisions to dispose of assets.

1823

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are existing cash, cash generated by our operations and our ability to borrow under such credit facilities as we may have in effect from time to time. At times, we may also issue equity, debt or hybrid securities or engage in other capital market transactions. Due to the competitive and cyclical nature of the markets in which we operate, there is uncertainty regarding the amount of cash flows we will generate during the next twelve months. However, we believe that our cash flows from operations, our cash on hand and our borrowing capacity under our credit agreements will be adequate to fund debt service requirements and provide cash to support our ongoing operations, capital expenditures and working capital needs for the next twelve months.

Our principal uses of liquidity are paying the costs and expenses associated with our operations, servicing outstanding indebtedness and making capital expenditures. We may also from time to time prepay or repurchase outstanding indebtedness or shares or acquire assets or businesses that are complementary to our operations. Any such repurchases may be commenced, suspended, discontinued or resumed, and the method or methods of affecting any such repurchases may be changed at any time or from time to time without prior notice.

Operating Activities

Net cash flows provided by operating activities for the ~~quarter~~six months ended ~~March 31~~June 30, 2024 were $5980.23 million compared to net cash flows used in operating activities of $936.19 million for the ~~quarter~~six months ended ~~March 31~~June 30, 2023. This increase was driven by increases ~~reductions~~ in ~~outflows from~~ trade accounts payable compared to the ~~quarter~~six months ended ~~March~~June 3130, 2023 due to the timing of the planned major ~~outage~~outages that occurred in the second quarter of 2024 and the fourth quarter of 2022. Accounts receivable and accounts payable agings as of ~~March~~June 3130, 2024 have remained relatively consistent with balances as of December 31, 2023.

Investing Activities

Net cash flows used in investing activities for ~~the~~six ~~quarter~~months ended ~~March 31~~June 30, 2024 were $18744.58 million compared to $2134.53 million in the same period of the prior year. This amount includes $708.2 million associated with the acquisition of a paperboard manufacturing facility and associated business, located in Augusta, Georgia (Augusta) from Graphic Packaging International, LLC (the “Augusta Acquisition”). Included in "Accounts payable and accrued liabilities" on our Consolidated Balance Sheets was $1035.31 million and $714.0 million related to unpaid capital expenditures ~~that had not yet been paid~~ at ~~March~~June 3130, 2024 and 2023.

During 2024, we expect cash paid for capital expenditures to be approximately $90120 million to $~~100~~140 million.

Financing Activities

During the ~~quarter~~six months ended ~~March 31~~June 30, 2024, net cash ~~used~~provided ~~for~~by financing activities was $27662.61 million. We ~~used~~received net proceeds of $0723.5 million from the issuance of long-term debt related to ~~repurchase~~the ~~stock,~~business $3acquisition.1 ~~million~~We inused ~~connection~~$4.5 ~~with~~million ~~income~~for ~~tax~~debt ~~withholding~~issuance ~~requirements~~costs, ~~associated~~$3.5 ~~with~~million ~~our~~to ~~employee~~repurchase stock~~-based compensation plans~~, and repaid debt of $2350.5 million~~, including $3~~.3 ~~million in commitment fees.~~

During the ~~quarter~~six months ended ~~March 31~~June 30, 2023, net cash used for financing activities was $615.3 million. We used $110.71 million to repurchase stock though our share repurchase program and $4.26 million in connection with income tax withholding requirements associated with our employee stock-based compensation plans. Additionally, we borrowed and repaid $12.0 million on our ABL ~~credit~~Credit ~~facility~~Agreement ~~during the quarter~~ to cover short term cash requirements.

Term Credit ~~Agreements~~Agreement and ABL Credit Agreement

WeThe ~~are~~Company is a party to a ~~credit~~Credit ~~agreement~~Agreement, (dated October 27, 2023, with AgWest Farm Credit, PCA, as ~~the~~administrative ~~same~~agent, ~~may~~and beseveral lenders, as amended ~~from~~and ~~time~~restated toon ~~time~~May 1, 2024 (as so amended and restated, the “~~PCA~~Term Credit Agreement”) that consists of athe ~~revolving~~following facilities: (i) a term revolver loan commitment in the amount of $270 million. ~~The~~(the ~~obligations~~“Term ~~under~~Revolver ~~the~~Facility”), ~~PCA~~$150 ~~Credit~~million ~~Agreement~~of ~~are~~which ~~secured~~was byborrowed ~~liens~~ on ~~substantially~~October ~~all~~27, 2023 and $120 million of ~~our~~which ~~personal~~was ~~property~~borrowed ~~assets~~on ~~and~~May ~~each~~1, of2024, ~~our~~(ii) ~~domestic~~a ~~subsidiaries~~term ~~that~~loan ~~are~~commitment ~~guarantors~~in the amount of $400 million (the ~~PCA~~“Farm Credit ~~Agreement.~~Term WeLoan ~~may~~Facility”), atwhich ~~our~~was ~~option~~fully drawn on May 1, ~~prepay~~2024 and ~~reborrow~~(iii) ~~any~~a ~~borrowings~~term ~~under~~loan commitment in the ~~PCA~~amount of $90 million (the “Commercial Bank Term Loan Facility” and together with the Farm Credit ~~Agreement~~Term Loan Facility, incollectively, ~~whole~~the or“Term inLoan ~~part~~Facilities”), atwhich ~~any~~was ~~time~~fully ~~and~~drawn ~~from~~on ~~time~~May to1, ~~time~~2024. ~~without~~We ~~premium~~may oralso ~~penalty~~increase ~~(except~~commitments under the Term Revolver Facility in an aggregate principal amount of up to $60 million, subject to obtaining commitments from any participating lender and certain ~~circumstances)~~other conditions.

WeThe ~~are~~lending ~~also~~commitment ~~party~~under the Term Revolver Facility is subject to an ~~ABL~~annual ~~Credit~~reduction ~~Agreement~~of ~~(as~~2% ~~amended,~~of the ~~“ABL~~commitments ~~Credit~~then ~~Agreement,”~~in ~~and~~effect. ~~together~~The ~~with~~Term ~~the PCA~~ Credit Agreement, matures and the ~~“Credit~~lending ~~Agreements”)~~obligations ~~that~~under ~~includes~~the aTerm ~~$275~~Revolver ~~million~~Facility ~~revolving~~terminate ~~loan~~on ~~commitment,~~the ~~subject~~earlier toof ~~borrowing~~(i) ~~base~~in ~~limitations.~~the ~~Borrowings~~case ~~under~~of the ~~ABL~~Term ~~Credit~~Revolver ~~Agreement~~Facility ~~are~~and ~~subject~~the toCommercial ~~mandatory~~Bank ~~prepayment~~Term inLoan ~~certain~~Facility, ~~circumstances.~~May We1, ~~may~~2029, ~~also~~(ii) ~~increase~~in ~~commitments~~the ~~under~~case of the ~~ABL~~Farm Credit ~~Agreement~~Term inLoan anFacility, ~~aggregate~~May ~~principal~~1, ~~amount~~2031 ofand up(iii) toand ~~$100~~the ~~million,~~date ~~subject~~that tois ~~obtaining~~91 ~~commitments~~days ~~from~~prior ~~any~~to ~~participating~~the ~~lenders~~maturity ~~and~~of ~~certain~~the ~~other~~Company’s ~~conditions~~4.750% Wesenior ~~may,~~notes atdue ~~our~~2028 ~~option~~(the “2020 Notes”), ~~prepay~~unless ~~and~~during ~~reborrow~~such ~~any~~period ~~borrowings~~of ~~under~~time the ~~ABL~~outstanding ~~Credit~~principal ~~Agreement,~~amount inof ~~whole~~the or2020 inNotes ~~part,~~plus at$50 ~~any~~million ~~time~~is ~~and~~less ~~from~~than ~~time~~the tosum ~~time~~of ~~without~~our ~~premium~~available orborrowing ~~penalty~~liquidity ~~(except~~and inunrestricted ~~certain circumstances)~~cash.

Both Credit Agreements contain customary representations, warranties, and affirmative and negative covenants. The ABL Credit Agreement also contains a financial covenant which requires us to maintain a consolidated fixed charge coverage ratio of not less than 1.10x to 1.00x, provided that the financial covenant under the ABL Credit Agreement is only applicable during an event of default or if availability, as calculated under the ABL Credit Agreement, is at any time less than or equal to the greater of (i) 10% of the lesser of the borrowing base and the maximum $275 million of current revolving loan commitments and (ii) $19 million.24

19We may, at our option, prepay and reborrow any borrowings under the Term Revolver Facility, in whole or in part, at any time and from time to time without premium or penalty (other than prepayments of the initial advance on the Term Revolver Facility of $150 million to the extent made prior to November 1, 2024 and in certain other circumstances). In addition, we must make mandatory prepayments of principal under the Term Revolver Facility upon the occurrence of certain asset sales. We are required to repay a percentage of the aggregate outstanding principal amount of the borrowings under the Term Loan Facilities in quarterly installments on the last day of each March, June, September and December, commencing on the first day of the third full fiscal quarter after May 1, 2024. We may prepay any borrowings under the Term Loan Facilities, in whole or in part, at any time and from time to time without premium or penalty. In addition, we must make mandatory prepayments of principal under the Term Loan Facilities upon the occurrence of certain specified events, including certain asset sales, debt issuances not permitted under the Term Credit Agreement, and of 50% of our quarterly excess cash flows, less any voluntary prepayments of the Term Loan Facilities.

AsUnder ofthe ~~March 31~~Term Revolver Facility and the Farm Credit Term Loan Facility, ~~2024~~loans generally may bear interest based on the secured overnight financing rate (SOFR) or the agent’s fixed rate, weas ~~were~~applicable, plus, in ~~compliance~~each ~~with~~case, ~~the~~an ~~covenants~~applicable margin that (i) prior to repayment in full of the ~~Credit~~Term ~~Agreements~~Loan Facilities, may vary between 2.25% per annum and 4.75% per annum based on our ~~current~~consolidated ~~financial~~leverage ~~projections,~~ratio we(as ~~expect~~defined under and calculated in accordance with the Term Credit Agreement) and (ii) with respect to ~~remain~~the Term Revolver Facility and after payment in ~~compliance.~~full ~~However~~of the Term Loan Facilities, ifis ~~our~~3.65% ~~financial~~per ~~position~~annum. In the case of the $150 million borrowing disbursed under the Term Revolver Facility on October 27, ~~results~~2023, the Company previously selected a one-year fixed rate loan bearing interest at an all-in interest rate of ~~operations~~9.13%. orUnder ~~market~~the ~~conditions~~Commercial ~~deteriorate~~Bank Term Loan Facility, weloans generally may ~~not~~bear beinterest ~~able~~based toon ~~remain~~SOFR or a base rate, as applicable, plus, in ~~compliance~~each case, an applicable margin that (x) in the case of SOFR loans, may vary between 1.75% ~~There~~per ~~can~~annum beand no4.25% ~~assurance~~per ~~that~~annum webased ~~will~~on bethe ~~able~~Company’s toconsolidated ~~remain~~leverage ratio and (y) in ~~compliance~~the ~~with~~case ~~our~~of ~~Credit~~base ~~Agreements~~rate loans, may vary between 0.75% per annum and 3.25% per annum, in each case, based on the Company’s consolidated leverage ratio.

20Until our consolidated leverage ratio is less than or equal to 3.25 to 1.00 and our debt to capitalization ratio is less than or equal to 60%, in each case, for four consecutive fiscal quarters (or as of the end of a quarter, if earlier, if a disposition is consummated which results in indebtedness being reduced by at least $200 million) we must maintain the following financial covenants under the Term Credit Agreement: (i) a maximum consolidated leverage ratio not greater than (x) commencing with the first fiscal quarter ending at least fifteen (15) months after May 1, 2024 and until the fiscal quarter ending immediately prior to the first fiscal quarter ending at least twenty-four (24) months after May 1, 2024, 4.50 to 1.00, and (y) commencing with the first fiscal quarter ending at least twenty-four (24) months after May 1, 2024 and thereafter, 4.00 to 1.00; and (ii) a minimum current ratio (as defined under and calculated in accordance with Term Credit Agreement) not less than 1.25 to 1.00. In addition, until the Commercial Bank Term Loan Facility is paid in full, we must maintain a maximum debt to capitalization ratio no greater than (1) commencing with the first fiscal quarter ending after May 1, 2024 and until the fiscal quarter ending immediately prior to the first fiscal quarter ending at least twenty-four (24) months after May 1, 2024, 70%, (2) commencing with the first fiscal quarter ending at least twenty-four (24) months after May 1, 2024 and until the fiscal quarter ending immediately prior to the first fiscal quarter ending at least forty-eight (48) months after May 1, 2024, 65%, and (3) commencing with the first fiscal quarter ending at least forty-eight (48) months after May 1, 2024 and thereafter, 60%.

The Company is also party to a Credit Agreement, dated July 26, 2019, with JPMorgan Chase Bank, N.A., as administrative agent and several lenders, as amended on May 1, 2024 (as so amended, the “ABL Credit Agreement”) that includes a $375 million revolving loan commitment, subject to borrowing base limitations. The revolving commitments terminate, and the ABL Credit Agreement matures, on November 7, 2027. Borrowings under the ABL Credit Agreement are subject to mandatory prepayment in certain circumstances. We may also increase commitments under the ABL Credit Agreement in an aggregate principal amount of up to $100 million, subject to obtaining commitments from any participating lenders and certain other conditions. We may, at our option, prepay and reborrow any borrowings under the ABL Credit Agreement, in whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances).

Under the ABL Credit Agreement, loans may bear interest based on SOFR or an annual base rate, as applicable, plus, in each case, an applicable margin that is based on availability, as calculated under the ABL Credit Agreement that may vary from 1.25% per annum to 1.75% per annum in the case of SOFR loans and 0.25% per annum to 0.75% per annum in the case of annual base rate loans. In addition, a commitment fee based on unused availability is also payable which may vary from 0.25% per annum to 0.375% per annum.

The ABL Credit Agreement also contains a financial covenant, which requires us to maintain a consolidated fixed charge coverage ratio of not less than 1.10x to 1.00x, provided that the financial covenant under the ABL Credit Agreement is only applicable during an event of default or if availability, as calculated under the ABL Credit Agreement, is at any time less than or equal to the greater of (i) 10.0% of the lesser of the borrowing base and the maximum $375 million of current revolving loan commitments and (ii) $25 million.

The obligations under the Term Credit Agreement and the ABL Credit Agreement are secured by liens on substantially all of our personal property assets and each of our domestic subsidiaries that are guarantors.

Both the Term Credit Agreement and the ABL Credit Agreement contain customary representations, warranties, affirmative and negative covenants, and events of default (including with respect to a change of control).

At June 30, 2024, we were in compliance with the currently applicable covenants associated with our Term Credit Agreement and our ABL Credit Agreement, and based on our current financial projections, we expect to remain in compliance. However, if our financial position, results of operations or market conditions deteriorate, we may not be able to remain in compliance. There can be no assurance that we will be able to remain in compliance with our Term Credit Agreement, our ABL Credit Agreement or other credit agreements.


ITEM 3.			Quantitative and Qualitative Disclosures About Market Risk

There have been no significant developments with regard to our exposure to market risk for the quarter ended ~~March~~June 3130, 2024. For a discussion of certain market risks to which we may be exposed, see Part II, “Item 7A, Quantitative and Qualitative Disclosures about Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2023.

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ITEM 4.			Controls and Procedures

As of ~~March~~June 3130, 2024, our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) have carried out, with the participation of our Disclosure Committee and management, an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Act). Based upon this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures are effective to provide reasonable assurance that material information required to be disclosed by us in reports we file under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended ~~March~~June 3130, 2024 that has materially affected, or is likely to materially affect, our internal control over financial reporting.

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Part II


ITEM 1.			Legal Proceedings

We may from time to time be involved in claims, proceedings and litigation arising from our business and property ownership. We believe, based on currently available information, that the results of such proceedings, in the aggregate, will not have a material adverse effect on our financial condition.

CERCLA/EPCRA Reporting:

In November 2023, the United States Environmental Protection Agency (EPA) alleged that the Company had violated the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and Emergency Planning and Community Right-to-Know Act (EPCRA) by failing to timely report certain chlorine releases that occurred at the Company’s facility in Lewiston, Idaho in 2019, 2020, and 2021 to the National Response Center and State Response Center. Although the Company reported each of the releases to the respective response centers, the EPA alleged that the Company should have reported sooner. In June 2024, the Company, without admitting any wrongdoing, settled the matter with the EPA and agreed to pay a $322,088 civil penalty.


ITEM 1A.			Risk Factors

~~There~~Except as set forth below, there are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. See Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, entitled “Risk Factors.”

RISKS RELATING TO THE SALE OF OUR CONSUMER PRODUCTS DIVISION (OUR TISSUE BUSINESS)

We may fail to complete the divestiture of our consumer products division (our tissue business), and a completed divestiture may disrupt our remaining business or not achieve its intended benefits.

On July 21, 2024, the Company entered into a Membership Interest Purchase Agreement and an Asset Purchase Agreement with Sofidel America Corp. (“Sofidel”), a wholly owned subsidiary of Sofidel S.p.A., pursuant to which, among other things, the Company agreed to sell our consumer products division (the “Tissue Business”) to Sofidel (the “Tissue Divestiture”). The Tissue Divestiture is expected to close in the fourth quarter of 2024, subject to regulatory approvals and other customary closing conditions. A number of risks and challenges may arise in consummating the Tissue Divestiture, including, among others:

•one or more closing conditions to the Tissue Divestiture, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise;

•the Tissue Divestiture may not be completed in the time frame expected by the parties, or at all;

•there may be unexpected costs, charges or expenses resulting from the Tissue Divestiture; and

•there may be stockholder litigation in connection with the Tissue Divestiture or other settlements or investigations may affect the timing or occurrence of the Tissue Divestiture or result in significant costs of defense, indemnification and liability.

In addition, the Tissue Divestiture could cause disruption in our remaining business, including potential adverse changes to relationships with customers, employees, suppliers or other parties resulting from the divestiture process. The Tissue Divestiture may also be disruptive to our regular operations, diverting the attention of our workforce and management team from the day-to-day operation of our business, making the execution of business and other potential strategies more difficult, and could result in increased undesired workforce turnover, including of key leaders or other personnel.

Even if we are successful at separating and divesting our Tissue Business, we may not realize some or all of the anticipated benefits from the Tissue Divestiture with respect to the anticipated performance of our remaining business. The Tissue Divestiture may result in continued financial exposure to the Tissue Business through the retention of certain liabilities, including, for example, with respect to certain environmental claims. The Tissue Divestiture may not enhance long-term stockholder value as anticipated and/or the efforts required to complete the divestiture process may be more costly or time-consuming than expected. Any of the foregoing could result in the imposition of obligations that could have a material adverse effect on our remaining business, operating results or financial condition.


ITEM 2.			Unregistered Sales of Equity Securities and Use of Proceeds.

On December 15, 2015, we announced that our Board of Directors had approved a stock repurchase program authorizing the repurchase of up to $100 million of our common stock. The repurchase program authorizes purchases of our common stock from time to time through open market purchases, negotiated transactions or other means, including accelerated stock repurchases and 10b5-1 trading plans in accordance with applicable securities laws and other restrictions. We have no obligation to repurchase stock under this program and may suspend or terminate the program at any time.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
January 1, 2024 to January 31, 2024	1,900	$	36.34	1,900	$	6.8
April 1, 2024 to April 30, 2024	22,000	$	41.13	22,000	$	5.5
February 1, 2024 to February 29, 2024	—	$	—	—	$	6.8
May 1, 2024 to May 31, 2024	23,000	$	49.15	23,000	$	4.3
March 1, 2024 to March 31, 2024	11,000	$	41.47	11,000	$	6.4
June 1, 2024 to June 30, 2024	19,000	$	51.03	19,000	$	3.4
Total	1264,~~900~~000	$	4046.7195	1264,~~900~~000

Shares of common stock withheld as payment of withholding taxes and exercise prices in connection with the vesting or exercise of equity awards are not required to be disclosed under Item 703 of Regulation S-K and accordingly are excluded from the amounts in the table above.


ITEM 5.			Other Information.

During the quarter ended ~~March~~June 3130, 2024, none of our officers or directors adopted or terminated a Rule 10b5-1 arrangement or non-Rule 10b5-1 trading arrangement, as each is defined in Item 408(a) of regulation S-K.

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ITEM 6. Exhibits

The following exhibits are filed as part of, or are incorporated by reference in, this report:

Incorporated by Reference

EXHIBIT

EXHIBIT DESCRIPTION

Filed herewith?

Form

Exhibit No.

Date Filed

31**

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31*

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32**

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350.

32*

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350.

10.1

Asset Purchase Agreement, dated February 20, 2024 by and between Graphic Packaging International, LLC and Clearwater Paper Corporation.

8-K

2.1

February 21, 2024

2.1**

Membership Interest Purchase Agreement, dated July 21, 2024, by and between Clearwater Paper Corporation and Sofidel America Corp.* *

8-K

2.1

July 22, 2024

10.2

Commitment Letter, dated February 20, 2024 among Clearwater Paper Corporation, AgWest Farm Credit, PCA, CoBank, FCB, Coöperatieve Rabobank U.A., New York Branch and any other financial institutions from time to time party thereto.

8-K

2.1

February 21, 2024

2.2**

Asset Purchase Agreement, dated July 21, 2024, by and between Clearwater Paper Corporation and Sofidel America Corp.* *

8-K

2.2

July 22, 2024

3.1

Restated Certification of Incorporation of Clearwater Paper Corporation.

8-K

3.1

May 15, 2024

3.2

Amended and Restated Bylaws of Clearwater Paper Corporation.

8-K

3.2

May 15, 2024

10.1

Amended and Restated Credit Agreement, dated May 1, 2024 by and among Clearwater Paper Corporation, AgWest Farm Credit, PCA, as administrative agent, and the lender party thereto.

8-K

10.1

May 1, 2024

10.2

Fifth Amendment to ABL Credit Agreement and Omnibus Amendment, dated May 1, 2024, by and among Clearwater Paper Corporation, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

8-K

10.2

May 1, 2024

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase.

101.DEF

XBRL Taxonomy Extension Definition Linkbase.

101.LAB

XBRL Taxonomy Extension Label Linkbase.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

** In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibit 32 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.


*			In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibit 32 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
**			Certain schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, annexes and exhibits, or any section thereof, to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CLEARWATER PAPER CORPORATION

(Registrant)

April 29, 2024

By:

/s/ ARSEN S KITCH

August 6, 2024

By:

/s/ ARSEN S. KITCH

Arsen S. Kitch

President, Chief Executive Officer and Director (Principal Executive Officer)

April 29, 2024

By:

/s/ SHERRI J BAKER

August 6, 2024

By:

/s/ SHERRI J. BAKER

Sherri J. Baker

Senior Vice President, Chief Financial Officer (Principal Financial Officer)

2532

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