Clearwater Paper Corp
For the period ended Sep 30, 2026. Filed Oct 26, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 26, 2026
CLW$13.27-4.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-28.
0001628280-26-050159
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-26.
0001628280-26-067282
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 50 previous paragraphs and 51 current paragraphs.
24 unchanged; 19 reworded; 8 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
During the nine months ended September 30, 2026, net cash provided by financing activities was $222.3 million. We borrowed $305.0 million under our credit agreements and repaid $79.4 million under our ABL Credit agreement. We used $0.7 million in connection with income tax withholding requirements associated with our employee stock-based compensation plans and paid $2.6 million in debt issuance costs associated with the entry into our Credit Agreement and related refinancing transactions.
Current report
During the third quarter ended September 30, 2026, we irrevocably deposited $276.7 million with the indenture trustee for the redemption of our 4.75% 2020 Notes in the fourth quarter of 2026. This cash is shown as restricted cash for redemption of long-term debt on our Consolidated Balance Sheet as of September 30, 2026.
Current report
Credit Agreements
Current report
During the third quarter of 2026, we entered into a Second Amended and Restated Credit Agreement with AgWest Farm Credit, PCA, as administrative agent (the "Agent"), and the lenders party thereto (the Credit Agreement). The Credit Agreement amends and restates our Amended and Restated Credit Agreement dated May 1, 2024 with the Agent and the lenders party thereto that included a term revolver facility. The credit facilities provided under the Credit Agreement consist of (i) a revolving loan (Revolving Loan) commitment in the maximum principal amount (subject to borrowing base limitations based on a percentage of applicable eligible receivables and eligible inventory) of $200 million, of which $15 million was outstanding as of September 30, 2026 and (ii) a term loan (Term Loan) commitment in the aggregate principal amount of $275 million, which was fully drawn and is outstanding. A portion of the Revolving Loan of up to $10 million is available for the issuance of letters of credit. Upon our delivery of financial statements for the fiscal year ending December 31, 2027, we may increase commitments under the Revolving Loan by an aggregate principal amount of up to $100 million, in accordance with the requirements of the
Current report
Credit Agreement and subject to obtaining commitments for such increase from participating lenders and certain other conditions.
Current report
The Credit Agreement matures and the lending obligations under the Revolving Loan terminate on September 18, 2031. The obligations under the Credit Agreement are secured by liens on substantially all of our personal property assets and, upon satisfaction of certain post-closing conditions, will be secured by all of our material real property assets (including our facilities in Georgia, Arkansas, and Idaho).
Current report
The Credit Agreement contains certain customary representations, warranties, and affirmative and negative covenants and events of default applicable to the Company and its subsidiaries that, among other things, restrict the Company’s and its subsidiaries’ ability to take certain actions, including, incurrence of indebtedness, creation of liens, mergers or consolidations, making capital expenditures in excess of specified amounts, dispositions of assets, repurchase or redemption of capital stock and certain types of indebtedness, making certain investments and acquisitions, entering into certain transactions with affiliates or changing the nature of the Company’s business. In addition, the Credit Agreement contains financial covenants which require the Company to maintain (i) a Debt Service Coverage Ratio (as defined in the Credit Agreement) as of the end of any fiscal quarter of not less than: (a) through and including the fiscal quarter ending June 30, 2027, 2.65 to 1.00, (b) with respect to the fiscal quarter ending September 30, 2027, 2.75 to 1.00, and (c) for any fiscal quarter ending thereafter, 3.00 to 1.00 and (ii) a “current ratio” of current assets to current liability of not less than 1.75 to 1.00 as of the end of any fiscal quarter.
Current report
Concurrently with our entry into the Credit Agreement described above, we paid in full and terminated the ABL Credit Agreement. As a result, our obligations under the ABL Credit Agreement have been discharged.
Removed paragraphs (7)
Previous report
During the six months ended June 30, 2025, net cash provided by financing activities was $49.3 million. We borrowed $65.0 million and repaid $18.3 million on our ABL. We used $15.1 million to repurchase stock and $2.3 million in connection with income tax withholding requirements associated with our employee stock-based plans. Additionally, as of June 30, 2025, we had collected $20.1 million in cash related to the transition services agreement which was remitted during the third quarter of 2025.
Previous report
We are party to a Credit Agreement, dated July 26, 2019, with JPMorgan Chase Bank, N.A., as administrative agent and several lenders (which may be amended from time to time, the “ABL Credit Agreement”) that consists of a $375 million revolving loan commitment, subject to borrowing base limitations. The ABL Credit Agreement matures on November 7, 2027. As of June 30, 2026, our eligible receivables and inventory supported up to $197.7 million availability under the ABL Credit Agreement of which we utilized $82.8 million, consisting of $79.0 million borrowings outstanding and $3.8 million under letters of credit. 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).
Previous report
Under the ABL Credit Agreement, loans may bear interest based on SOFR (secured overnight financing rate) or 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.
Previous report
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
Previous report
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.
Previous report
PCA Credit Agreement
Previous report
We are party to an amended and restated credit agreement dated as of May 1, 2024 with AgWest Farm Credit, PCA, as administrative agent and several lenders (which may be amended from time to time, the “PCA Credit Agreement”) that consists of a term revolver commitment in the amount of $259.3 million and which is subject to an annual reduction of 2% of the commitments then in effect. As of June 30, 2026, we had no borrowings on the term revolver. We may increase term revolver commitments under the PCA Credit Agreement in an aggregate amount of up to $60.0 million, subject to obtaining commitments from any participating lenders and certain other conditions. The PCA Credit Agreement matures on May 1, 2029, subject to a springing maturity beginning on the day that is 91 days prior to the maturity of the Company’s 2020 Notes if the outstanding principal amount of the 2020 Notes plus $50.0 million is at any time during such 91 day period greater than the sum of our available borrowing liquidity and unrestricted cash.
Reworded paragraphs (19)
Previous wording
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 (benefit), depreciation and amortization, other operating charges, net, and debt retirement costs as Adjusted EBITDA from continuing operations which is a non-GAAP financial measure. Adjusted EBITDA from continuing operations is not a substitute for the GAAP measure of net income or for any other GAAP measures of operating performance.
Current wording
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 earnings from operations before interest expense, net, non-operating pension and other postretirement benefit costs, income tax expense (benefit), depreciation and amortization, other operating charges, net, and debt retirement costs as Adjusted EBITDA from continuing operations which is a non-GAAP financial measure. Adjusted EBITDA from continuing operations is not a substitute for the GAAP measure of net income or for any other GAAP measures of operating performance.
Previous wording
The following table reconciles our Net income (loss) to Adjusted EBITDA from continuing operations for the periods presented.
Current wording
The following table reconciles our Net loss to Adjusted EBITDA from continuing operations for the periods presented.
Previous wording
Net sales decreased 4% and 5% for the quarter and six months ended June 30, 2026 compared to the quarter and six months ended June 30, 2025. These decrease primarily resulted from market driven price decreases and changes in our product mix offset by increases in sales volume to existing customers. Additionally, pulp sales declined for the quarter and six months ended June 30, 2026 compared to same periods in 2025 due to the planned major maintenance outage at our Lewiston facility which limited our pulp production capability.
Current wording
Net sales decreased 4% for the quarter and nine months ended September 30, 2026 compared to the quarter and nine months ended September 30, 2025. These decreases primarily resulted from market driven price decreases. For the quarter ended September 30, 2026 as compared to the same period in the prior year, we saw a slight decline in sales volume due to production upsets at our Augusta facility. For the nine months ended September 30, 2026 compared to the same period in 2025, we saw an increase in sales volume associated with sales to existing customers. Additionally, pulp sales increased for the quarter ended September 30, 2026 compared to the same period in 2025 due to the timing of the planned major maintenance outage at our Lewiston facility which limited our pulp production capability. Pulp sales prices declined for the quarter and nine months ended September 30, 2026 due to market driven price decreases.
Previous wording
Costs included in our cost of sales include input costs (principally raw materials and energy), labor and overhead and supply chain costs (principally freight and outside warehousing). The table below provides the details of our cost of sales for the quarters and six months ended June 30, 2026 and 2025.
Current wording
Costs included in our cost of sales include input costs (principally raw materials and energy), labor and overhead and supply chain costs (principally freight and outside warehousing). The table below provides the details of our cost of sales for the quarters and nine months ended September 30, 2026 and 2025.
Previous wording
In 2025, planned major maintenance outage occurred at our Cypress Bend, Arkansas facility in the second quarter, our Lewiston, Idaho facility in the third quarter and our Augusta, Georgia facility in the fourth quarter. We completed the planned major maintenance outage at our Lewiston, Idaho facility in the second quarter of 2026. We anticipate completing the planned major maintenance outage at our Cypress Bend, Arkansas facility in the fourth quarter of 2026. We anticipate completing a reduced scope planned major maintenance outage at our Augusta, Georgia location in the fourth quarter of 2026, followed by an additional reduced scope outage in the first quarter of 2027.
Current wording
In 2025, planned major maintenance outage occurred at our Cypress Bend, Arkansas facility in the second quarter, our Lewiston, Idaho facility in the third quarter and our Augusta, Georgia facility in the fourth quarter. We completed the planned major maintenance outage at our Lewiston, Idaho facility in the second quarter of 2026. We anticipate completing the planned major maintenance outage at our Cypress Bend, Arkansas facility in the fourth quarter of 2026. We anticipate completing our planned major maintenance outage at our Augusta, Georgia location in the first quarter of 2027.
Previous wording
Cost of sales increased 10% for the quarter ended June 30, 2026 compared to the quarter ended June 30, 2025 due to the planned major maintenance outage. Input costs decreased due to lower production offset by per unit increases in chemicals. Our labor and overhead increased due to higher maintenance costs associated with the planned major maintenance outage. Supply chain costs increased due to higher volumes and higher freight costs per ton due to inflation. Other costs increased due to inventory reductions in the second quarter of 2026 which was driven by lower production due to the planned major maintenance outage.
Current wording
Cost of sales decreased 4% for the quarter ended September 30, 2026 compared to the quarter ended September 30, 2025 due to the timing of the planned major maintenance outage. During the later portion of the third quarter of 2026, we experienced operational disruptions at our Augusta facility which were largely offset by a portion of our RWI settlements. Input costs decreased slightly due to lower production and lower energy costs offset by increases in chemicals. Our labor and overhead decreased due to the absence of a planned major maintenance outage and cost reimbursements associated with operational disruption at our Augusta facility. Supply chain costs increased due to higher freight costs per ton due to inflation. Other costs increased due to inventory reductions driven by lower production at our Augusta facility.
Previous wording
Cost of sales increased 8% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Input costs decreased due to lower production related to the planned major maintenance outage in the second quarter of 2026 and the weather event in the first quarter of 2026 offset by per unit increases in chemicals. Our labor and overhead increased due to higher maintenance costs associated with the planned major maintenance outage and the weather event. Supply chain costs increased due to higher sales volumes and higher freight costs per ton due to inflation. Other costs increased due to inventory reductions driven by lower production caused by the planned major maintenance and weather events.
Current wording
Cost of sales increased 4% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Input costs decreased due to the weather event in the first quarter of 2026 and operational upsets at our Augusta facility which reduced production offset by per unit increases in chemicals and other petroleum based products due to inflation. Our labor and overhead decreased due to restructuring completed in 2026 and cost reimbursements associated with operational upsets at our Augusta facility. Supply chain costs increased due to higher sales volumes and higher freight costs per ton due to inflation. Other costs increased due to inventory reductions driven by lower production caused by the weather events and operational upsets at our Augusta facility.
Previous wording
Selling, general and administrative expenses decreased 19% and 24% for the quarter and six months ended June 30, 2026 primarily as a result of our planned cost reduction efforts.
Current wording
Selling, general and administrative expenses decreased 19% and 23% for the quarter and nine months ended September 30, 2026 primarily as a result of our planned cost reduction efforts and lower incentive pay due to financial performance.
Previous wording
Operating income from continuing operations decreased for the quarter ended June 30, 2026 as compared to the quarter ended June 30, 2025 due to the planned major maintenance outage at our Lewiston, Idaho facility and lower sales prices, offset by higher sales volumes and insurance recovery. For the quarter ended June 30, 2026, Adjusted EBITDA from continuing operations decreased as compared to the quarter ended June 30, 2025 due to the planned major maintenance outage at our Lewiston, Idaho facility and lower sales prices, offset by higher sales volumes.
Current wording
Operating income from continuing operations increased for the quarter ended September 30, 2026 as compared to the quarter ended September 30, 2025 due to timing of the planned major maintenance outage at our Lewiston, Idaho facility, absence of goodwill impairment that occurred in the third quarter of 2025 and insurance recoveries offset by lower sales prices. For the quarter ended September 30, 2026, Adjusted EBITDA from continuing operations increased as compared to the quarter ended September 30, 2025 due to the timing of our planned major maintenance outage at our Lewiston, Idaho facility offset by lower sales prices.
Previous wording
Operating income from continuing operations decreased for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 due to the planned major maintenance outage at our Lewiston, Idaho facility in the second quarter of 2026 and the weather event in the first quarter of 2026 and lower sales prices, offset by higher sales volumes and insurance recoveries. For the six months ended June 30, 2026, Adjusted EBITDA from continuing operations decreased as compared to the six months ended June 30, 2025 due to the to the planned major maintenance outage at our Lewiston, Idaho facility, the weather event and lower sales prices, offset by higher sales volumes.
Current wording
Operating income from continuing operations decreased for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 due to the weather event in the first quarter of 2026 and lower sales prices, offset by higher sales volumes, absence of goodwill impairment and insurance recoveries. For the nine months ended September 30, 2026, Adjusted EBITDA from continuing operations decreased as compared to the nine months ended September 30, 2025 due to the weather event and lower sales prices, offset by higher sales volumes.
Previous wording
Looking forward to the third quarter of fiscal 2026, we expect operating costs to be lower due to the absence of a planned major maintenance outage offset by expected increases in petroleum based input costs, including chemicals and transportation related costs.
Current wording
Looking forward to the fourth quarter of fiscal 2026, we expect seasonally lower shipments with higher sales prices due to market driven price increases and lower production as a result of continued operational disruption at Augusta in the early fourth quarter. We expect our operating cost to be lower due to lower major maintenance at our Cypress Bend facility versus our Augusta outage which occurred in the fourth quarter of 2025. These reduced costs are expected to be partially offset by expected increases in petroleum based input costs, including chemicals and transportation related costs.
Previous wording
In connection with our acquisition of our Augusta, Georgia mill from Graphic Packaging International, LLC, a wholly owned subsidiary of Graphic Packaging Holding Company, we obtained representation and warranty insurance, subject to exclusions, a policy limit of $105 million, and certain other terms and conditions, to cover losses resulting from a breach of these representations and warranties. During 2025, we notified the insurance carriers of alleged breaches of certain representations and warranties contained in the Purchase Agreement. During the six months ended June 30, 2026 we received proceeds of $32.5 million, of which $9.2 million was related to reimbursable costs and recorded within "Cost of sales" and $23.3 million related to other breaches and reported within "Other operating charges, net" in our Consolidated Statements of Operations. As of June 30, 2026, we have $25.0 million remaining under our policy limit. Although we believe that our claims are meritorious, no assurance can be given as to whether we will recover additional proceeds related to these claims.
Current wording
In connection with our acquisition of our Augusta, Georgia mill from Graphic Packaging International, LLC, a wholly owned subsidiary of Graphic Packaging Holding Company, we obtained representation and warranty insurance, subject to exclusions, a policy limit of $105 million, and certain other terms and conditions, to cover losses resulting from a breach of these representations and warranties. During 2025, we notified the insurance carriers of alleged breaches of certain representations and warranties contained in the Purchase Agreement. During the nine months ended September 30, 2026 we received proceeds of $50.0 million, which represents the final payments under the policy, of which $18.7 million was related to reimbursable costs and recorded within "Cost of sales" and $31.3 million related to other breaches and reported within "Other operating charges, net" in our Consolidated Statements of Operations. The total recovery under this policy was $73 million, including the recovery of $23.0 million received in the fourth quarter of 2025.
Previous wording
Net cash flows provided by operating activities for the six months ended June 30, 2026 were $69.5 million compared to cash used by operating activities of $26.7 million for the six months ended June 30, 2025. This increase was driven by insurance recoveries of $32.5 million, income tax refunds of $30 million and targeted inventory reductions offset by lower operating performance. Accounts receivable and accounts payable agings as of June 30, 2026 have remained relatively consistent with balances as of December 31, 2025.
Current wording
Net cash flows provided by operating activities for the nine months ended September 30, 2026 were $100.1 million compared to cash provided by operating activities of $7.3 million for the nine months ended September 30, 2025. This increase was driven by insurance recoveries of $50.0 million, income tax refunds of $29 million and targeted inventory reductions offset by lower operating performance. Additionally, we used $3.9 million of cash to collateralize outstanding letters of credit previously issued under our ABL Credit Agreement. Accounts receivable and accounts payable agings as of September 30, 2026 have remained relatively consistent with balances as of December 31, 2025.
Previous wording
Net cash flows used in investing activities for the six months ended June 30, 2026 were $18.7 million compared to $55.6 million in the same period of the prior year related to capital expenditures. Included in "Accounts payable and accrued liabilities" on our Consolidated Balance Sheets were $13.3 million and $15.5 million related to unpaid capital expenditures at June 30, 2026 and 2025.
Current wording
Net cash flows used in investing activities for the nine months ended September 30, 2026 were $33.4 million compared to $86.0 million in the same period of the prior year related to capital expenditures. Included in "Accounts payable and accrued liabilities" on our Consolidated Balance Sheets were $13.5 million and $11.8 million related to unpaid capital expenditures at September 30, 2026 and 2025.
Previous wording
During 2026, we expect cash paid for capital expenditures to be approximately $65 million to $75 million.
Current wording
During 2026, we expect cash paid for capital expenditures to be approximately $55 million to $60 million.
Previous wording
During the six months ended June 30, 2026, net cash provided by financing activities was $13.9 million. We borrowed $15.0 million under our credit agreements. We used $0.6 million in connection with income tax withholding requirements associated with our employee stock-based compensation plans.
Current wording
During the nine months ended September 30, 2025, net cash provided by financing activities was $33.5 million. We borrowed $72.0 million and repaid $18.0 million under our ABL Credit Agreement. We used $17.2 million to repurchase stock and $2.3 million in connection with income tax withholding requirements associated with our employee stock-based plans.
Previous wording
We may prepay and reborrow any borrowings under the PCA Credit Agreement, in whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances). In addition, we must make mandatory prepayments of principal under the PCA Credit Agreement upon the occurrence of certain asset sales.
Current wording
We may, at our option, prepay and reborrow any borrowings under the Revolving Loan, in whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances). Borrowings under the Revolving Loan are also subject to mandatory prepayment in the event that borrowings exceed applicable borrowing base limits. We may, at our option, prepay any borrowings under the Term Loan, in whole or in part, at any time and from time to time without premium or penalty. We are required to repay the aggregate outstanding principal amount of the borrowings under the Term Loan in annual installments of $5.5 million on December 1 of each year, commencing on December 1, 2027. Furthermore, mandatory prepayments of principal under the Term Loan are required upon the occurrence of certain specified events, including certain asset sales (subject to customary reinvestment rights), receipt of proceeds from settlements of or payments in respect of any property or casualty insurance claim or any condemnation proceeding (subject to customary reinvestment rights), and debt issuances not otherwise permitted under the Credit Agreement. Any remaining outstanding principal balance under the Credit Agreement is repayable on the maturity date.
Previous wording
Under the PCA Credit Agreement, loans generally may bear interest based on SOFR or the administrative agent’s fixed rate, as applicable, plus, in each case, an applicable margin of 3.64% per annum. We may receive patronage dividends under the PCA Credit Agreement. Patronage dividends are distributions of profits from banks in the farm credit system. Patronage dividends, which are generally made in cash, are accrued as earned and recorded as a reduction to interest expense.
Current wording
Loans under the Credit Agreement generally bear interest based on the one-month or three-month term rates for the secured overnight financing rate ("SOFR"), a SOFR monthly variable base rate, or the Agent's fixed rate, as applicable, plus, in each case, an applicable margin between 2.50% per annum and 4.75% per annum based on our consolidated leverage ratio (as defined under and calculated in accordance with the Credit Agreement). We elected one year fixed rate plus applicable margin on the initial draw. We may receive patronage dividends under the Credit Agreement. Patronage dividends represent distributions of profits from banks in the farm credit system and are generally made in cash. Such dividends are accrued as earned and recorded as a reduction to interest expense.
Previous wording
At June 30, 2026, we were in compliance with the covenants associated with our ABL Credit Agreement and PCA 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 credit agreements.
Current wording
At September 30, 2026, we were in compliance with the covenants in our Credit Agreement. 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 the Credit Agreement.