Clearwater Paper Corp
For the period ended Dec 31, 2024. Filed Feb 24, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 24, 2025
CLW$13.89+5.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
| ITEM 15. | Exhibits, Financial Statement Schedules |
|---|
FINANCIAL STATEMENTS
The following financial statements of Clearwater Paper are included in this report:
Consolidated Balance Sheets - December 31, 2024, and 2023.
Consolidated Statements of Operations - years ended December 31, 2024, 2023, and 2022.
Consolidated Statements of Comprehensive Income - years ended December 31, 2024, 2023 and 2022.
Consolidated Statements of Cash Flows - years ended December 31, 2024, 2023 and 2022.
Consolidated Statements of Stockholders’ Equity - years ended December 31, 2024, 2023 and 2022.
Notes to the Financial Statements.
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 185).
No other financial statement schedules are required to be filed.
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| EXHIBIT | EXHIBIT DESCRIPTION | Filed Herewith? | Form | Exhibit No. | Date Filed |
| 3.1 | Restated Certificate of Incorporation of Clearwater Paper Corporation effective as of May 10, 2024. | 8-K | 3.1 | May 15, 2024 | |
| 3.2 | Amended and Restated Bylaws of the Company, effective as of May 9, 2024. | 8-K | 3.2 | May 15, 2024 | |
| 4.1 | Description of Capital Stock of Clearwater Paper Corporation. | X | |||
| 4.2 | Indenture, dated as of August 18, 2020, by and among Clearwater Paper Corporation, the Guarantors,(as defined therein) and U.S. Bank National Association, as trustee. | 8-K | 4.1 | August 18, 2020 | |
| 4.2(i) | Form of 4.750% Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1). | 8-K | 4.2 | August 18, 2020 | |
| 10.1 | ABL Credit Agreement, dated as of July 26, 2019, by and among JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, and Clearwater Paper Corporation. | 8-K | 10.2 | July 31, 2019 | |
| 10.1(i) | Amendment to ABL Credit Agreement, dated as of January 29, 2020, by and among JPMorgan Chase Bank, N.A., as administrative agent and Clearwater Paper Corporation. | 10-Q | 10.2 | May 5, 2020 | |
| 10.1(ii) | First Amendment to the ABL Credit Agreement, dated as of August 7, 2020, by and among JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, and Clearwater Paper Corporation. | 10-Q | 10.1 | November 3, 2020 | |
| 10.1(iii) | Second Amendment to the ABL Credit Agreement, dated as of April 1, 2022, by and among JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, and Clearwater Paper Corporation. | X | |||
| 10.1(iv) | Third Amendment to the ABL Credit Agreement, dated November 7, 2022, by and among JPMorgan Chase Bank, N.A., as administrative agent and the lender parties thereto and Clearwater Paper Corporation. | 8-K | 10.1 | November 9, 2022 | |
| 10.1(v) | Fourth Amendment to the ABL Credit Agreement dated October 27, 2023, by and among Clearwater Paper Corporation, JPMorgan Chase bank, N.A., as administrative agent and the lender parties thereto. | 8-K | 10.2 | October 27, 2023 | |
| 10.1(vi) | 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 | |
| 10.1(vii ) | Sixth Amendment to ABL Credit Agreement and Omnibus Agreement, dated October 29, 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. | X | |||
| 10.2 | Credit Agreement, dated October 27, 2023, by and among Clearwater Paper Corporation, AgWest Farm Credit, PCA, as administrative agent, and the lender parties thereto. | 8-K | 10.1 | October 27, 2023 | |
| 10.2(i) | Amended and Restated Credit Agreement, dated May 1, 2024, by and among Clearwater Paper Corporation, AgWest Farm Credit, PCA, as administrative agent, and the lenders party thereto. | 8-K | 10.1 | May 1, 2024 | |
| 10.2(ii) | First Amendment to the Amended and Restated Credit Agreement, dated November 4, 2024, by and among Clearwater Paper Corporation, AgWest Farm Credit, PCA, as administrative agent, and the lenders party thereto. | X | |||
| 10.3 | 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 | 10.1 | February 20, 2024 | |
| 10.41 | Form of Indemnification Agreement entered into between the Company and each of its directors and executive officers. | 12B/A | 10.15 | November 19, 2008 | |
| 10.51 | Employment Agreement between Arsen S. Kitch and the Company, dated effective April 1, 2020. | 8-K | 10.1 | January 31, 2020 | |
| 10.61 | Offer letter, dated July 28, 2023, between Sherri J. Baker and the Company. | 10-Q | 10.11 | October 30, 2023 | |
| 10.71 | Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan. | 8-K | 10.1 | May 8,2015 | |
| 10.7(i)1 | Amendment to the Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan, effective January 1, 2017. | 10-K | 10.5(i) | February 22, 2017 | |
| 10.7(ii)1 | Clearwater Paper Corporation 2017 Stock Incentive Plan. | 8-K | 10.1 | May 11, 2017 | |
| 10.7(iii)1 | Amendment to the Clearwater Paper Corporation 2017 Stock Incentive Plan. | 8-K | 10.1 | May 19, 2020 | |
| 10.7(iv)1 | Amendment to the Clearwater Paper Corporation 2017 Stock Incentive Plan. | 8-K | 10.1 | May 15, 2023 | |
| 10.81 | Clearwater Paper Corporation-Form of Performance Share Agreement to be used for annual performance share awards approved subsequent to December 31, 2018. | 8-K | 10.1 | February 14, 2019 | |
| 10.8(i)1 | Clearwater Paper Corporation-Form of Performance Share Agreement, to be used for annual performance share awards approved subsequent to December 31, 2023. | 10-K | 10.8(i)1 | February 20, 2024 | |
| 10.91 | Clearwater Paper Corporation-Form of Restricted Stock Unit Agreement, as amended and restated, to be used for special restricted stock unit awards approved subsequent to December 31, 2019. | 10-K | 10.201 | March 9,2020 | |
| 10.9(i)1 | Clearwater Paper Corporation-Form of Restricted Stock Unit Agreement, to be used for annual restricted stock unit awards approved subsequent to December 31, 2022. | 10-K | 10.9(ii)1 | February 14, 2023 | |
| 10.9(ii)1 | Clearwater Paper Corporation-Form of Restricted Stock Unit Agreement, to be used for annual restricted stock unit awards approved subsequent to December 31, 2023. | 10-K | 10.9(iii)1 | February 20, 2024 | |
| 10.9(iii)1 | Clearwater Paper Corporation-Form of Restricted Stock Unit Agreement, as amended and restated, to be used for special restricted stock unit awards approved subsequent to December 31, 2023. | 10-K | 10.9(iv)1 | February 20, 2024 |
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| 10.101 | Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Stock Option Agreement. | 8-K | 10.3 | February 18, 2014 |
| 10.10(i)1 | Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Amendment of Stock Option Agreement, effective as of January 1, 2015. | 10-K | 10.7(i) | February 26, 2015 |
| 10.10(ii)1 | Clearwater Paper Corporation 2008 Stock Incentive Plan—Form of Stock Option Agreement, to be used for annual restricted stock unit awards approved subsequent to December 31, 2014. | 10-K | 10.7(ii) | February 26, 2015 |
| 10.10(iii)1 | Clearwater Paper Corporation Amended and Restated 2008 Stock Incentive Plan—Form of Stock Option Agreement, to be used for annual restricted stock unit awards approved subsequent to December 31, 2015. | 10-K | 10.8(iii) | February 22, 2016 |
| 10.10(iv)1 | Clearwater Paper Corporation—Form of Stock Option Agreement, as amended and restated February 6, 2017, to be used for annual restricted stock unit awards approved subsequent to December 31, 2016. | 8-K | 10.3 | February 10, 2017 |
| 10.10(v)1 | Clearwater Paper Corporation- Form of Stock Option Agreement, as amended and restated, to be used for annual restricted stock unit awards approved subsequent to December 31, 2017. | 10-K | 10.8(v) | February 21, 2018 |
| 10.111 | Clearwater Paper Corporation Annual Incentive Plan. | 8-K | 10.1 | May 9, 2014 |
| 10.11(i)1 | Amendment to the Clearwater Paper Corporation Annual Incentive Plan, effective as of January 1, 2016. | 10-Q | 10.1 | July 27, 2016 |
| 10.11 (ii)1 | Amendment to the Clearwater Paper Corporation Annual Incentive Plan, effective as of September 27, 2021. | 10-Q | 10.1 | November 2, 2021 |
| 10.11 (iii)1 | Amendment to the Clearwater Paper Corporation Annual Incentive Plan, effective as of January 1, 2024. | 10-K | 10.11(iii)1 | February 20, 2024 |
| 10.121 | Amended and Restated Clearwater Paper Corporation Management Deferred Compensation Plan. | 10-K | 10.10 | February 22, 2017 |
| 10.12(i)1 | Amendment to the Amended and Restated Clearwater Paper Corporation Management Deferred Compensation Plan, effective May 1, 2020. | 10-Q | 10.2 | August 4, 2020 |
| 10.12(ii) | Second Amendment to the Amended and Restated Clearwater Paper Corporation Management Deferred Compensation Plan, effective October 11, 2021. | 10-K | 10.12(ii)1 | February 15, 2022 |
| 10.131 | Clearwater Paper Executive Severance Plan. | 8-K | 10(i) | March 9, 2018 |
| 10.141 | Amended and Restated Clearwater Paper Corporation Salaried Supplemental Benefit Plan. | 10-K | 10.12 | February 22, 2017 |
| 10.14(i)1 | Amendment to the Amended and Restated Clearwater Paper Corporation Salaried Supplemental Benefit Plan, effective May 1, 2020. | 10-Q | 10.3 | August 4, 2020 |
| 10.14(ii)1 | Second Amendment to the Amended and Restated Clearwater Paper Corporation Salaried Supplemental Benefit Plan, effective October 11, 2021. | 10-K | 10.14(ii)1 | February 15, 2022 |
| 10.151 | Clearwater Paper Corporation Benefits Protection Trust Agreement. | 10-K | 10.18 | March 18, 2009 | |
| 10.15(i)1 | Amendment to the Clearwater Paper Corporation Benefits Protection Trust Agreement. | 10-Q | 10.16(i) | October 31, 2013 | |
| 10.161 | Clearwater Paper Corporation Deferred Compensation Plan for Directors. | 8-K | 10.10 | December 19, 2008 | |
| 10.16(i)1 | Amended and Restated Clearwater Paper Corporation Deferred Compensation Plan for Directors. | 8-K | 99.1 | December 7, 2017 | |
| 10.16(ii)1 | Amended and Restated Clearwater Paper Corporation Deferred Compensation Plan for Directors, effective as of January 1, 2018. | 10-Q | 10(i) | August 7, 2018 | |
| 10.16(iii)1 | Amended and Restated Clearwater Paper Corporation Deferred Compensation Plan for Directors, effective as of December 6, 2019. | X | |||
| 10.171 | Clearwater Paper Change of Control Plan. | 10-K | 10.16 | February 20,2014 | |
| (21) | Clearwater Paper Corporation Subsidiaries. | X | |||
| (23) | Consent of Independent Registered Public Accounting Firm. | X | |||
| (24) | Powers of Attorney. | X | |||
| (31) | Rule 13a-14(a)/15d-14(a) Certifications. | X | |||
| (32) | Furnished statements of the Chief Executive Officer and Chief Financial Officer under 18 U.S.C. Section 1350. | X | |||
| (97) | Policy Relating to Recovery of Erroneously Awarded Compensation. | 10-K | 97 | February 20,2024 | |
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1 Management contract or compensatory plan, contract or arrangement.
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