Clearwater Paper Corp
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
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FY2025 · Filed Feb 18, 2026
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Discontinued Operations
NOTE 4: DISCONTINUED OPERATIONS
On November 1, 2024, we completed the divestiture of our tissue business to Sofidel America Corp. The purchase price was $1.06 billion in cash, subject to adjustments for working capital, indebtedness and transaction expenses. We recorded a gain on sale of $307.2 million for the year ended December 31, 2024. During the year ended December 31, 2025, we recorded an additional gain of $1.5 million due to the reversal of a portion of the previously accrued working capital settlement amount. The final cash payment of$11.6 million is included on our Consolidated Statement of Cash Flows for the year end December 31, 2025.
Below is a reconciliation of line items constituting pre-tax income from discontinued operations to the after-tax income from discontinued operations as reported on our Consolidated Statement of Operations:
| For The Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Net sales | $— | $870.3 | $1,023.4 |
| Cost of sales | 1.3 | 733.0 | 892.6 |
| Selling, general and administrative expenses | 0.6 | 26.2 | 29.4 |
| Other operating charges, net | 1.6 | 14.4 | 2.4 |
| Income (loss) from discontinued operations | (3.5) | 96.7 | 99.1 |
| Non-operating expense | — | (23.4) | (20.5) |
| Income (loss) from discontinued operations before income taxes | (3.5) | 73.3 | 78.6 |
During the year ended December 31, 2025, we finalized the sales price of Tissue operations based upon the working capital settlement. Additionally, based upon the filing of our 2024 income tax return, we recorded a tax benefit associated with the sale of $36.4 million, primarily related to continued discussions with the IRS on the WSD matter discussed in Note 8.
The major components of “Other operating charges, net” included in discontinued operations for the years ended December 31, 2025, 2024 and 2023 are reflected in the table below. These items are considered outside of our core discontinued operations.
| For The Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Divestiture related costs | $1.6 | $12.7 | $— |
| Loss on sale or impairment associated with assets | — | 0.4 | 2.4 |
| Business improvement and other expenses | — | 1.3 | — |
| $1.6 | $14.4 | $2.4 | |
Operating and investing cash flows of the discontinued operation are presented in the following table:
| Twelve Months Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Net cash provided by (used in) operating activities of discontinued operations | $(0.5) | $143.7 | $121.3 |
| Net cash used in investing activities of discontinued operations | — | (11.4) | (18.8) |
In connection with the divestiture, we entered into a Lease Agreement to lease the portion of the land and building on which our tissue business operated at the Lewiston, Idaho facility. The lease term shall be five years with certain renewal rights for a maximum of ten years. The lease was determined to be at below market rates and correspondingly a portion of the gain was deferred and will be amortized over the expected lease period (see Note 6, "Leases"). Additionally, we entered into a Services and Use Rights Agreement which we will provide certain services in connection with the ongoing operations at the buyer's manufacturing facilities located in Lewiston, Idaho.
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