Clearwater Paper Corp 8-K, filed Oct 26, 2026
Clearwater Paper Corp (CLW)
8-K
2026-10-26
For: 2026-10-22
View Original
Added on
October 26, 2026
About this 8-K
Clearwater Paper Corp filed this 8-K on October 26, 2026, reporting on events of October 22, 2026.
Clearwater Paper Corporation reported third-quarter net sales of $385 million and a net loss from continuing operations of $2 million, or $0.10 per diluted share; Adjusted EBITDA was $24 million. Sherri Baker will resign as CFO effective November 13, 2026. AI summary
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): (October 22, 2026 )
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(509 ) 344-5900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name of former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchanged on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On October 26, 2026, Clearwater Paper Corporation (the “Company”) announced its results of operations and financial condition for the third quarter ending September 30, 2026. A copy of the press release containing this announcement is furnished as Exhibit 99.1 hereto. In addition, a copy of the Company’s Third Quarter Supplemental Information is furnished as Exhibit 99.2 hereto.
In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), the following are disclosed in the attached Adjusted EBITDA from continuing operations, which is defined as earnings before interest expense, taxes, depreciation and amortization, other operating credits and charges, net and other non-operating items from continuing operations. Adjusted net income (loss) from continuing operations is calculated by excluding from net income, other operating credits and charges, net, income (loss) from discontinued operations, net of tax and adjusts for a normalized tax rate. Adjusted EBITDA from continuing operations and adjusted net income (loss) from continuing operations are not a substitute for the GAAP measure of net income or other GAAP measures of operating performance.
The Company discloses Adjusted EBITDA in the attached because it is used as an important supplemental measure of its performance and believes that similarly-titled measures are frequently used by securities analysts, investors and other interested persons in the evaluation of companies in its industry, some of which present similarly-titled measures when reporting their results. The Company uses Adjusted EBITDA to evaluate its performance as compared to other companies in its industry that have different financing and capital structures and/or tax rates. It should be noted that companies calculate similarly-titled measures differently and, therefore, as presented by the Company may not be comparable to similarly-titled measures reported by other companies. In addition, Adjusted EBITDA has material limitations as a performance measure because it excludes interest expense, income tax expense and depreciation and amortization which are necessary to operate the Company's business or which the Company otherwise incurred or experienced in connection with the operation of its business.
The Company believes that adjusted net income (loss) from continuing operations, which excludes goodwill impairment charges, income (loss) from discontinued operations, net of tax and other operating credits and charges, net, adjusted for a normalized tax rate is a useful measure for evaluating our ability to generate earnings and that providing this measure will allow investors to more readily compare the earnings referred to in the press release to the Company's earnings for past and future periods. The Company believes that this measure is particularly useful where the amounts of the excluded items are not consistent between the periods presented. It should be noted that other companies may present similarly-titled measures differently and, therefore, as presented by the Company may not be comparable to similarly-titled measures reported by other companies. In addition, adjusted net income has material limitations as a performance measure because it excludes items that are actually incurred or experienced in connection with the operations of the Company's business.
The information in Item 2.02, including Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Officer
On October 22, 2026, Sherri Baker informed the Company that she intends to resign from her position as Senior Vice President, Chief Financial Officer of the Company. Ms. Baker’s resignation will be effective as of the close of business on November 13, 2026.
Item 9.01. Financial Statements and Exhibits
(d) Exhibit Index
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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 hereunto duly authorized.
Date: October 26, 2026
CLEARWATER PAPER CORPORATION
| By: | /s/ REBECCA A. BARCKLEY | ||||
| Rebecca A. Barckley, Vice President, Corporate Controller (Principal Accounting Officer) | |||||
Exhibit 99.1
Clearwater Paper Reports Third Quarter 2026 Results
SPOKANE, Wash.--(BUSINESS WIRE)--October 26, 2026 --Clearwater Paper Corporation (NYSE:CLW), a premier independent supplier of bleached paperboard to North American converters today reported financial results for the third quarter ended September 30, 2026.
THIRD QUARTER HIGHLIGHTS
•Net sales of $385 million versus $399 million in the third quarter of 2025, primarily driven by lower market pricing
•Net loss of $2 million, or $0.10 per diluted share versus net loss of $53 million, or $3.30 per diluted share in the third quarter of 2025 with that loss primarily related to a non-cash impairment of goodwill
•Adjusted EBITDA from continuing operations of $24 million versus $18 million in the third quarter of 2025 primarily driven by timing of the Lewiston, Idaho planned major maintenance outage, partly offset by lower market pricing
•Average selling price improved by $34 per ton versus the second quarter of 2026, primarily driven by previously announced price increases and sales mix improvement
•Executed refinancing of all debt, meaningfully extending maturities
•Received $17.5 million in additional representation and warranty insurance proceeds
•Reduced net debt by $56 million year to date, driven by net working capital reductions, tax refunds and additional representation and warranty insurance proceeds
"We delivered strong commercial execution during the quarter, with average selling prices increasing versus the second quarter. We successfully implemented our first announced price increase and continue to make meaningful progress on implementing the second increase," said Arsen Kitch, president and chief executive officer. "Our volumes and costs were negatively affected by a significant operational disruption at our Augusta mill late in the third quarter, with the impact being largely offset by a portion of RWI settlements. Operational Issues have continued into October, but we are making progress getting the mill back to normal operating conditions."
OVERALL RESULTS
For the third quarter of 2026, Clearwater Paper reported net sales of $385 million, compared to $399 million in the third quarter of 2025. The company reported a net loss from continuing operations of $2 million, or $0.10 per diluted share for the quarter, compared to net loss from continuing operations of $54 million, or $3.34 per diluted share, in the prior‑year period. Adjusted EBITDA from continuing operations was $24 million for the third quarter of 2026 compared to $18 million in the third quarter of 2025. The increase in Adjusted EBITDA from continuing operations was due to the timing of our major maintenance outage at our Lewiston facility offset by reduced sales prices. The Lewiston outage occurred in the third quarter of 2025 as compared to the second quarter of 2026.
For the nine months of 2026, Clearwater Paper reported net sales of $1.1 billion compared to $1.2 billion for the nine months of 2025. The company reported a net loss from continuing operations of $36 million, or $2.23 per diluted share for the nine months of 2026, compared to a net loss from continuing operations of $56 million, or $3.47 per diluted share, in the prior‑year period. Adjusted EBITDA from continuing operations was $18 million for the nine months of 2026 compared to $87 million in the first nine months of 2025. The decrease in Adjusted EBITDA from continuing operations was due to the impact of a weather event during the first quarter of 2026 and reduced sales prices offset by higher sales volumes.
Sales volumes and prices:
•Sales volumes were 322,265 tons in the third quarter of 2026, a decrease of 1% compared to 324,198 tons in the third quarter of 2025. Sales volumes were 953,906 tons in the first nine months of 2026, an increase of 4% compared to 918,399 tons in the first nine months of 2025.
•Paperboard average net selling price decreased 4% to $1,111 per ton for the third quarter of 2026, compared to $1,160 per ton in the third quarter of 2025. Paperboard average net selling price decreased 7% to $1,096 per ton for the first nine months of 2026, compared to $1,176 per ton in the first nine months of 2025.
COMPANY OUTLOOK
“We are optimistic about a continued recovery in SBS industry conditions, even as we face cost headwinds in transportation and chemicals. RISI is forecasting improved pricing later this quarter and into next year, which should help us recover some of the cost increases that we’ve faced and put us on the path towards our cross-cycle Adjusted EBITDA margins and cash flows,” concluded Kitch.
WEBCAST INFORMATION
Clearwater Paper Corporation will discuss these results during an earnings conference call that begins at 2:00 p.m. Pacific Time on October 26, 2026. A live webcast and accompanying supplemental information will be available on the company's website at www.clearwaterpaper.com. A replay of the conference call will be available on the website beginning at 5:00 p.m. Pacific Time the same day.
ABOUT CLEARWATER PAPER CORPORATION
Clearwater Paper is a premier independent supplier of paperboard packaging products to North American converters. Headquartered in Spokane, Wash., our team produces high-quality paperboard that provides sustainable packaging solutions for consumer goods and food service applications. For additional information, please visit our website at www.clearwaterpaper.com.
USE OF NON-GAAP MEASURES
In this press release, the company presents certain non-GAAP financial information for the third quarter and first nine months of 2026 and 2025, including adjusted net income (loss) from continuing operations, Adjusted EBITDA from continuing operations and Net debt. Because these amounts are not in accordance with GAAP, reconciliations to net income (loss) from continuing operations and Adjusted EBITDA from continuing operations as determined in accordance with GAAP are included in the tables at the end of this press release. The company presents these non-GAAP metrics because management believes they assist investors and analysts in comparing the company's performance across reporting periods on a consistent basis by excluding items that the company does not believe are indicative of its core operating performance. In addition, the company uses Adjusted EBITDA from continuing operations: (i) as a factor in evaluating management’s performance when determining incentive compensation, (ii) to evaluate the effectiveness of the company's business strategies, and (iii) because the company's credit agreement uses metrics similar to Adjusted EBITDA from continuing operations to measure the company's compliance with certain covenants. Non-GAAP measures may differ from similarly titled measures of other companies.
FORWARD-LOOKING STATEMENTS
This press release contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995 as amended, including statements regarding the company’s expectations about the outlook for the next quarter, industry supply and demand conditions, pricing trends, market recovery timing, operating performance, operational execution, the company’s ability to execute its strategy amid current market conditions, as well as statements regarding the company’s progress in implementing its announced price increases; the recovery of the company’s Augusta mill and the company’s efforts to address underlying reliability issues; the continued recovery of SBS industry conditions; anticipated cost headwinds,including in transportation and chemicals; anticipated pricing trends, including third-party pricing forecasts, the company’s ability to recover cost increases; and the company’s ability to achieve its cross-cycle Adjusted EBITDA margins and cash flows.
The company’s actual results of operations may differ materially from those expressed or implied by the forward-looking statements contained in this press release. Factors that could cause or contribute to such material differences in actual results include, but are not limited to: our inability to realize the expected benefits of the Augusta, Georgia paperboard manufacturing facility acquisition, including anticipated financial results; unexpected costs, charges or expenses resulting from the sale of our consumer products division (tissue business) and the related restructuring initiatives; competitive pricing pressures for our products arising from capacity additions, demand reduction and market conditions; the loss of, changes in prices for, or reduction in, orders from significant customers; changes in customer preferences, industry consolidation and vertical integration; changes in the cost and availability of wood fiber, pulp, energy, chemicals, packaging and transportation services; cyclical industry conditions and broader U.S. and global economic conditions; manufacturing or operating disruptions; labor disruptions; reliance on a limited number of suppliers and service providers; cyber-security risks; environmental liabilities and litigation, including PFAS-related claims involving our Augusta facility; our ability to execute our growth, expansion and operational efficiency initiatives and capital projects; changes in expenses, required contributions or withdrawal costs associated with our pension plans; our ability to attract and retain qualified personnel; our ability to service our debt obligations and comply with debt covenants; changes in banking relationships or credit ratings; and changes in laws, regulations or industry standards affecting our business, as well as other risks discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2025. The forward-looking statements are made as of the date of this press release and the company does not undertake to update any forward-looking statements based on new developments or changes in the company’s expectations after the date of this press release.
| Clearwater Paper Corporation | |||||||||||||||||
| Consolidated Statements of Operations | |||||||||||||||||
| (Unaudited) | |||||||||||||||||
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (In millions, except per-share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net sales | $ | 384.9 | $ | 399.0 | $ | 1,120.0 | $ | 1,169.0 | |||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of sales | 363.7 | 380.3 | 1,110.1 | 1,070.6 | |||||||||||||
| Selling, general and administrative expenses | 20.1 | 24.7 | 61.8 | 79.7 | |||||||||||||
Other operating charges, net 1 | (1.4) | 1.5 | (20.1) | 20.4 | |||||||||||||
| Goodwill impairment | — | 48.0 | — | 48.0 | |||||||||||||
| Total operating costs and expenses | 382.4 | 454.4 | 1,151.8 | 1,218.7 | |||||||||||||
| Income (loss) from continuing operations | 2.5 | (55.4) | (31.8) | (49.6) | |||||||||||||
| Interest expense, net | (4.8) | (4.7) | (14.8) | (12.0) | |||||||||||||
| Early debt extinguishment | (1.1) | — | (1.1) | — | |||||||||||||
| Other non-operating expense | (1.1) | (0.3) | (3.4) | (0.9) | |||||||||||||
| Total non-operating expense | (7.0) | (5.0) | (19.3) | (12.9) | |||||||||||||
| Loss from continuing operations before income taxes | (4.5) | (60.4) | (51.1) | (62.6) | |||||||||||||
| Income tax benefit | (2.9) | (6.5) | (15.2) | (6.3) | |||||||||||||
| Loss from continuing operations | (1.6) | (53.9) | (35.9) | (56.2) | |||||||||||||
| Income (loss) from discontinued operations, net of tax | — | 0.6 | — | (0.7) | |||||||||||||
| Net loss | $ | (1.6) | $ | (53.3) | $ | (35.9) | $ | (56.9) | |||||||||
| Net loss per common share (basic and diluted): | |||||||||||||||||
| Loss per share from continuing operations - basic | $ | (0.10) | $ | (3.34) | $ | (2.23) | $ | (3.47) | |||||||||
| Income (loss) per share from discontinued operations - basic | — | 0.04 | — | (0.04) | |||||||||||||
| Net loss per share | $ | (0.10) | $ | (3.30) | $ | (2.23) | $ | (3.51) | |||||||||
| Average shares outstanding (in thousands): | |||||||||||||||||
| Basic and diluted | 16,134 | 16,142 | 16,105 | 16,213 | |||||||||||||
1 Other operating charges, net consist of amounts unrelated to ongoing core operating activities. Please refer to Note 12 within Clearwater Paper's Form 10-Q filed with the SEC for the period ended September 30, 2026 for the detailed breakout of this amount.
| Clearwater Paper Corporation | ||||||||
| Condensed Consolidated Balance Sheets | ||||||||
| (Unaudited) | ||||||||
| (In millions) | September 30, 2026 | December 31, 2025 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 35.7 | $ | 30.7 | ||||
| Restricted cash for redemption of debt | 276.7 | — | ||||||
| Receivables, net | 162.8 | 195.3 | ||||||
| Inventories, net | 249.8 | 281.7 | ||||||
| Other current assets | 21.4 | 18.3 | ||||||
| Total current assets | 746.4 | 526.0 | ||||||
| Property, plant and equipment | 2,407.8 | 2,377.9 | ||||||
| Accumulated depreciation and amortization | (1,439.1) | (1,376.1) | ||||||
| Property, plant and equipment, net | 968.7 | 1,001.8 | ||||||
| Other assets, net | 61.1 | 60.4 | ||||||
| Total assets | $ | 1,776.2 | $ | 1,588.3 | ||||
| Liabilities and stockholders' equity | ||||||||
| Current liabilities: | ||||||||
| Current portion of long-term debt | $ | 274.7 | $ | 0.6 | ||||
| Accounts payable and accrued liabilities | 231.9 | 215.6 | ||||||
| Total current liabilities | 506.6 | 216.2 | ||||||
| Long-term debt | 292.7 | 345.5 | ||||||
| Liability for pension and other postretirement employee benefits | 45.4 | 49.5 | ||||||
| Deferred tax liabilities | 54.1 | 68.2 | ||||||
| Other long-term obligations | 83.2 | 83.7 | ||||||
| Total liabilities | 982.0 | 763.0 | ||||||
| Stockholders' equity: | ||||||||
| Common stock | — | — | ||||||
| Additional paid-in capital | 8.0 | 8.3 | ||||||
| Treasury stock, at cost | (11.4) | (14.8) | ||||||
| Retained earnings | 826.3 | 862.3 | ||||||
| Accumulated other comprehensive loss, net of tax | (28.8) | (30.5) | ||||||
| Total stockholders' equity | 794.2 | 825.3 | ||||||
| Total liabilities and stockholders' equity | $ | 1,776.2 | $ | 1,588.3 | ||||
| Clearwater Paper Corporation | |||||||||||||||||
| Consolidated Statements of Cash Flows | |||||||||||||||||
| (Unaudited) | |||||||||||||||||
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating activities | |||||||||||||||||
| Net loss | $ | (1.6) | $ | (53.3) | $ | (35.9) | $ | (56.9) | |||||||||
| Adjustments to reconcile net loss to net cash flows provided by operating activities: | |||||||||||||||||
| Goodwill impairment | — | 48.0 | — | 48.0 | |||||||||||||
| Depreciation and amortization | 23.3 | 23.8 | 69.9 | 68.7 | |||||||||||||
| Equity-based compensation expense | 2.6 | 0.6 | 5.0 | 4.1 | |||||||||||||
| Deferred taxes | (3.0) | (6.4) | (14.6) | (7.0) | |||||||||||||
| Defined benefit pension and other postretirement employee benefits | (2.0) | — | (1.2) | (0.3) | |||||||||||||
| Gain on business divestiture | — | (1.1) | — | (1.1) | |||||||||||||
| Amortization of deferred debt costs and debt extinguishment | 1.5 | 0.6 | 2.5 | 1.7 | |||||||||||||
| Loss on sale or impairment associated with assets | 1.9 | 2.0 | 1.9 | 5.1 | |||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Decrease in accounts receivable | (0.2) | 4.2 | 24.5 | 26.8 | |||||||||||||
| (Increase) decrease in inventories | 11.3 | — | 30.6 | (25.3) | |||||||||||||
| Decrease in other current assets | (2.1) | 5.7 | 2.9 | 9.9 | |||||||||||||
| Increase (decrease) in accounts payable and accrued liabilities | (1.6) | 11.4 | 16.1 | (65.0) | |||||||||||||
| Other, net | 0.5 | (1.3) | (1.5) | (1.4) | |||||||||||||
| Net cash flows provided by operating activities | 30.6 | 33.9 | 100.1 | 7.3 | |||||||||||||
| Investing activities | |||||||||||||||||
| Additions to property, plant and equipment, net | (14.7) | (18.3) | (33.4) | (73.9) | |||||||||||||
| Adjustment to proceeds from business divestiture | — | (12.1) | — | (12.1) | |||||||||||||
| Net cash flows used in investing activities | (14.7) | (30.4) | (33.4) | (86.0) | |||||||||||||
| Financing activities | |||||||||||||||||
| Borrowings on long-term debt | 290.0 | 7.0 | 305.0 | 72.0 | |||||||||||||
| Repayments of long-term debt | (79.1) | (0.2) | (79.4) | (18.5) | |||||||||||||
| Repurchases of common stock | — | (2.1) | (0.1) | (17.2) | |||||||||||||
| Other, net | (2.5) | (20.6) | (3.2) | (2.9) | |||||||||||||
| Net cash flows (used in) provided by financing activities | 208.4 | (15.9) | 222.3 | 33.5 | |||||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 224.3 | (12.3) | 288.9 | (45.2) | |||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 95.4 | 46.7 | 30.7 | 79.6 | |||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 319.6 | $ | 34.4 | $ | 319.6 | $ | 34.4 | |||||||||
| Clearwater Paper Corporation | |||||||||||||||||
| Reconciliation of Non-GAAP Financial Measures | |||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||
| (Unaudited) | |||||||||||||||||
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | (1.6) | $ | (53.3) | $ | (35.9) | $ | (56.9) | |||||||||
| Add (deduct): | |||||||||||||||||
| Less: income (loss) from discontinued operations, net of tax | — | 0.6 | — | (0.7) | |||||||||||||
| Loss from continuing operations | (1.6) | (53.9) | (35.9) | (56.2) | |||||||||||||
| Income tax benefit | (2.9) | (6.5) | (15.2) | (6.3) | |||||||||||||
| Interest expense, net | 4.8 | 4.7 | 14.8 | 12.0 | |||||||||||||
| Goodwill impairment | — | 48.0 | — | 48.0 | |||||||||||||
| Depreciation and amortization | 23.3 | 23.8 | 69.9 | 68.7 | |||||||||||||
Other operating charges, net 1 | (1.4) | 1.5 | (20.1) | 20.4 | |||||||||||||
| Early debt extinguishment | 1.1 | — | 1.1 | — | |||||||||||||
| Other non-operating expense | 1.1 | 0.3 | 3.4 | 0.9 | |||||||||||||
| Adjusted EBITDA from continuing operations | $ | 24.4 | $ | 17.8 | $ | 18.0 | $ | 87.4 | |||||||||
1 Other operating charges, net consist of amounts unrelated to ongoing core operating activities. Please refer to Note 12 within Clearwater Paper's Form 10-Q filed with the SEC for the period ended September 30, 2026 for the detailed breakout of this amount.
| Clearwater Paper Corporation | |||||||||||||||||
| Reconciliation of Non-GAAP Financial Measures | |||||||||||||||||
| (Unaudited) | |||||||||||||||||
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (In millions, except per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Adjusted income (loss) from continuing operations: | |||||||||||||||||
| Net loss | $ | (1.6) | $ | (53.3) | $ | (35.9) | $ | (56.9) | |||||||||
| Add (deduct): | |||||||||||||||||
| Less: income (loss) from discontinued operations, net of tax | — | 0.6 | — | (0.7) | |||||||||||||
| Loss from continuing operations | (1.6) | (53.9) | (35.9) | (56.2) | |||||||||||||
| Add back: | |||||||||||||||||
| Income tax benefit | (2.9) | (6.5) | (15.2) | (6.3) | |||||||||||||
| Goodwill impairment | — | 48.0 | — | 48.0 | |||||||||||||
| Early debt extinguishment | 1.1 | — | 1.1 | — | |||||||||||||
| Other operating charges, net | (1.4) | 1.5 | (20.1) | 20.4 | |||||||||||||
| Adjusted income (loss) from continuing operations before tax | (4.9) | (11.0) | (70.1) | 5.8 | |||||||||||||
Normalized income tax provision (benefit)1 | (1.2) | (2.7) | (17.5) | 1.4 | |||||||||||||
| Adjusted income (loss) from continuing operations | $ | (3.7) | $ | (8.2) | $ | (52.6) | $ | 4.3 | |||||||||
| Weighted average diluted shares (thousands) | 16,134 | 16,142 | 16,105 | 16,213 | |||||||||||||
| Adjusted income (loss) from continuing operations per diluted share | $ | (0.23) | $ | (0.51) | $ | (3.27) | $ | 0.27 | |||||||||
| Calculation of net debt: | September 30, 2026 | June 30, 2026 | March 31, 2026 | December 31, 2025 | |||||||||||||||||||
| Current portion long-term debt | $ | 274.7 | $ | 0.6 | $ | 0.6 | $ | 0.6 | |||||||||||||||
| Long-term debt | 292.7 | 360.5 | 360.5 | 345.5 | |||||||||||||||||||
| Add back: | |||||||||||||||||||||||
| Unamortized deferred debt costs | (5.7) | (1.1) | (1.2) | (1.3) | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Cash and cash equivalents | 35.7 | 95.4 | 36.5 | 30.7 | |||||||||||||||||||
| Restricted cash for bond redemption | 276.7 | — | — | — | |||||||||||||||||||
| Net debt | $ | 260.7 | $ | 266.8 | $ | 325.8 | $ | 316.7 | |||||||||||||||
Clearwater Paper Corporation
Investors contact:
investorinfo@clearwaterpaper.com
509-344-5906
News media:
Virginia Aulin, Senior Vice President, Human Resources and Public Affairs
509-344-5967
Virginia.aulin@clearwaterpaper.com
Third Quarter Earnings Release Materials October 26, 2026 ARSEN KITCH President, Chief Executive Officer and Director SHERRI BAKER Senior Vice President and Chief Financial Officer
2 Forward Looking Statements Cautionary Statement Regarding Forward Looking Statements This presentation of supplemental information contains, in addition to historical information, certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements as to: our expectations regarding additional savings from our fixed cost reduction initiatives; the Company’s strategic positioning to capitalize on the paperboard industry’s cyclical nature and deliver strong returns; product demand and industry trends; assumptions for Q4 2026 and full year 2026, including operational factors, the timing and cost of planned major maintenance, capital, input costs, pricing, inflation and war-related cost impacts; our capital allocation priorities; our strategy, including achieving target leverage ratio and maintaining liquidity; our focus on free cash flow generation through operational efficiencies and demand; our plans to explore avenues for strategic growth opportunities, particularly to expand our own product offerings and broaden such offerings to North American customers; continued investments into our assets to strengthen our competitive advantages and maintain our long-term performance; expectations regarding the paperboard market; targeted working capital improvements; and our financial flexibility and liquidity; and repurchases under the existing share buyback authorization. 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 presentation. Important factors that could cause or contribute to such differences include the risks and uncertainties described from time to time in the Company's public filings with the Securities and Exchange Commission, including but not limited to the following: our inability to realize the expected benefits of the Augusta, Georgia paperboard manufacturing facility acquisition, including anticipated financial results, due to integration challenges or other factors; unexpected costs, charges or expenses resulting from the sale of our consumer products division (tissue business) and the related restructuring initiatives; competitive pricing pressures for our products arising from capacity additions, demand reduction and market conditions; the loss of, changes in prices for, or reduction in, orders from significant customers; changes in customer preferences, industry consolidation and vertical integration; changes in the cost and availability of wood fiber, pulp, energy, chemicals, packaging and transportation services; cyclical industry conditions and broader U.S. and global economic conditions; manufacturing or operating disruptions; labor disruptions; reliance on a limited number of suppliers and service providers; cyber-security risks; environmental liabilities and litigation, including PFAS-related claims involving our Augusta facility; our ability to execute our growth, expansion and operational efficiency initiatives and capital projects; changes in expenses, required contributions or withdrawal costs associated with our pension plans; our ability to attract and retain qualified personnel; our ability to service our debt obligations and comply with debt covenants; changes in banking relationships or credit ratings; and changes in laws, regulations or industry standards affecting our business. Forward-looking statements contained in this presentation present management’s views only as of the date of this presentation. We undertake no obligation to publicly update forward-looking statements or to retract future revisions of management's views based on events or circumstances occurring after the date of this presentation. Non-GAAP Financial Measures This presentation includes certain financial measures that are not calculated in accordance with GAAP, including Adjusted EBITDA from continuing operations, adjusted net income and net debt. The Company’s management believes that the presentation of these financial measures provides useful information to investors because these measures are regularly used by management in assessing the Company’s performance. These financial measures should be considered in addition to results prepared in accordance with GAAP but should not be considered substitutes for or superior to GAAP results. In addition, these non-GAAP financial measures may not be comparable to similarly-titled measures utilized by other companies, since such other companies may not calculate such measure in the same manner as we do. A reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure is available in the appendix of this presentation.
3 INDUSTRY TRENDS 1. Based on data from AF&PA. 2. Based on data reported by RISI Fastmarkets, other industry sources, and Company estimates. MODEST DEMAND GROWTH EXPECTED IN 2026 SBS shipments up 6% in Q2’26 YTD vs PY; outperformed CUK and CRB declines of 2-3% 1 2026 SBS demand growth projected at ~1%2 SBS pricing per square foot below CUK and CRB, supporting substitution SBS INDUSTRY OPERATING RATES IMPROVING Industry operating rates2 forecasted at 86% in Q3’26, flat vs Q2’26 ~800K ton reduction in SBS production year to date2 Based on YTD reduction in production, operating rates are projected to improve to 90%+ by end of year2 RISI reported price increase of $60/ton on folding carton and cup in 2026, additional $100/ton on folding and $90 on cup increase forecasted by end of 20272 BLEACHED PAPERBOARD IMPORTS ARE STABILIZING Imports down ~1% August YTD vs PY Exports forecasted to decrease by ~3%2 in 2026 vs PY Tariffs and trade actions reducing import viability
4 Volume down 1% vs Q3’25, down 2% vs Q2’26 Solid demand and robust backlogs on extruded products Q3’26 average pricing down YoY, up $34/ton vs Q2’26 RISI reported folding carton/cup pricing up +$60/ton in 2026 ~50% of Clearwater volume tied to RISI price index, takes up to several quarters to flow through P&L Q3 2026 Financial Summary NET SALES, CONTINUING OPERATIONS $385M NET LOSS FROM CONTINUING OPERATIONS ($2M)1 MARKET PRICING IS IMPROVING ADJUSTED EBITDA, CONTINUING OPERATIONS $24.4M ADJUSTED EBITDA MARGIN FROM CONTINUING OPERATIONS 6.3% ADJUSTED EBITDA WITHIN GUIDANCE RANGE OF $20 to $30M Operational disruption in Augusta offset by RWI reimbursement SG&A at 5.2% of net sales vs 6.2% in Q3’25 STRONG BALANCE SHEET 3.2x2 net leverage, $221M liquidity Refinanced debt, meaningfully extended maturities to 2031 Reduced net debt by $56M YTD 2026 through working capital initiatives, insurance recovery and tax refund SALES VOLUMES IMPACTED BY PRODUCTION DISRUPTIONS See Appendix for Non-GAAP reconciliations 1. Includes $13M insurance proceeds (tax adjusted). 2.Net debt / Adjusted EBITDA per bank agreement definition
5 Q3’26 VS Q3’25 Adjusted EBITDA Results from Continuing Operations ($ in millions) $17.8 $25.4 $4.9 $24.4 -$18.1 -$5.6 Q3'25 Adj. EBITDA Price/Mix Volume Costs/Other SGA Q3'26 Adj. EBITDA Lower paperboard and pulp market pricing Lewiston outage timing and cost reductions, partly offset by war- related impact Cost reduction initiatives Lower production volumes
6 Q4 Outlook and 2026 Assumptions Q4 2026 Adjusted EBITDA: $10 to 20 million 1 Lower seasonal shipments, additional impact of operational disruptions at Augusta mill in early Q4 $8 to 12 million benefit from price increases $5 to 7 million of planned major maintenance at Cypress Bend mill $5 to 6 million of seasonal energy increases and additional war-related cost, primarily in transportation FY 2026 Assumptions Revenue of ~$1.5 billion $15 to 20 million benefit from recently announced price increases Offset by ~$70 million carryover price decreases from 2025 Major maintenance costs of $27 to 29 million for Lewiston and Cypress Bend outages Productivity and restructuring actions mostly offsetting higher cost, including war-related impact of $28 to 32 million Net working capital improvement of $25 to 30 million, primarily inventory reductions Capital expenditures of $55 to 60 million; Augusta outage capital moved to 2027 1. As there is uncertainty in connection with calculating the adjustments necessary to prepare reconciliations from Adjusted EBITDA to the comparable GAAP financial measure, the Company is unable to reconcile the Adjusted EBITDA projections without unreasonable efforts. Therefore, no reconciliation is being provided at this time. These items could result in significant adjustments from the most comparable GAAP measure.
7 Clearwater is Well Positioned to Deliver Strong Returns Across the Cycle >16% Cycle peak (>95% utilization, 50-60% FCF conversion) Average across cycle (90-95% utilization, 40-50% FCF conversion) ~13 to 14% Downcycle (<85% utilization, 0-20% FCF conversion) <10% TARGETING STRONG CASH FLOW GENERATION ACROSS THE CYCLE Cyclical industry driven by supply and demand Early recovery signs emerging Targeting 13% to 14% Adjusted EBITDA margin across the cycle 40% to 50% FCF conversion1, or $100M+ annually Reduced fixed cost structure by over ~$50M in 2025 Continued investment in assets to enhance competitiveness Exploring growth opportunities to expand product offering through internal investments or external options Strong balance sheet to sustain the business and create strategic options across the cycle Clearwater is focused on value creation across the cycle 1. Cash flow from operating activities adjusted for other operating charges less capital, divided by Adjusted EBITDA ADJUSTED EBITDA TARGET MARGINS
8 Exploring Options to Expand Our Product Offering Post consumer recycled content Developed and in market Support sustainability needs of CPG and QSR customers Lightweight folding carton Launched Velora in April Offer high-performance alternative to FBB imports Recycled paperboard grade (CRB) Launched Circa in July Broaden offering for North American converter customers Compostable plate BPI certified at all three locations Help plate converters meet retailer demand Unbleached paperboard grade (CUK) Expect to launch by year-end 2026 Help independent converters compete more effectively Poly-free coatings / barriers Continuing to develop options in addition to current offering Serve demand for poly-free cup offerings Initiative Status Objective
9 Capital Allocation Focused on Value Creation $70-80M Normalized annual maintenance capex, excluding large replacement projects 1-2x Target cross-cycle leverage ratio Diversify product portfolio Evaluate strategic M&A or other options Return capital through share buybacks Deleverage with free cash flow Investing to maintain the long-term performance of our assets
10 Long-Term Value Creation Priorities Sharp focus on improving and growing our paperboard business • De-levered balance sheet through tissue sale proceeds • Grow as a premier independent supplier to North American converters Well invested asset base to support future growth • High-quality U.S. asset base serving North American converters • Longstanding sustainability focus • Expand product portfolio through internal and external options Focused on optimizing business to deliver free cash flows • Improve operational performance • Invest to maintain competitiveness • Deploy capital to create long-term value
11 Appendix
12 Q3’26 VS Q2’26 Adjusted EBITDA Results from Continuing Operations ($ in millions) -$8.2 $24.3 $1.0 $24.4 $8.9 -$1.6 Q2'26 Adj. EBITDA Price/Mix Volume Costs/Other SGA Q3'26 Adj. EBITDA Lower paperboard sales and production Absence of Lewiston outage, partly offset by war-related inflation Higher market pricing and mix
13 Key Metrics September 30, 2026 June 30, 2026 September 30, 2025 Food service $ 162.6 $ 173.0 $ 182.0 Folding carton 143.5 132.5 143.0 Sheeting & distribution 38.0 37.1 37.9 Pulp and other 40.7 32.2 36.1 Net sales $ 384.9 $ 374.8 $ 399.0 Input cost (raw materials & energy) $ 171.6 $ 164.9 $ 173.5 Labor and overhead 114.7 144.4 142.1 Supply chain costs (principally freight) 46.1 44.1 40.6 Depreciation 9.2 22.0 1.2 Other 22.2 10.2 22.8 Cost of sales $ 363.7 $ 385.6 $ 380.3 Paperboard sale volumes 322,265 328,722 324,198 Paperboard production volumes 307,749 316,267 319,615 Net sales price per ton $ 1,111 $ 1,077 $ 1,160 Quarter Ended
14 Financial Performance ($ IN MILLIONS, UNAUDITED) September 30, 2026 June 30, 2026 September 30, 2025 Net sales $ 384.9 $ 374.8 $ 399.0 Costs and expenses: Cost of sales 363.7 385.2 380.3 Selling, general and administrative expenses 20.1 21.1 24.7 Goodwill impairment - - 48.0 Other operating charges, net (1.4) (7.5) 1.5 Total operating costs and expenses 382.4 398.7 454.4 Total income (loss) from operations 2.5 (23.9) (55.4) Total non-operating expense (7.0) (6.2) (5.0) Loss from operations before income taxes (4.5) (30.1) (60.4) Income tax benefit (2.9) (8.6) (6.5) Loss from continuing operations (1.6) (21.5) (53.9) Loss from discontinued operations, net of tax - - 0.6 Net loss $ (1.6) $ (21.5) $ (53.3) Quarter Ended
15 Reconciliation of Adjusted EBITDA ($ IN MILLIONS, UNAUDITED) September 30, 2026 June 30, 2026 September 30, 2025 Net income (loss) $ (1.6) $ (21.5) $ (53.3) Add (deduct): Less: Loss from discontinued operations, net of tax - - 0.6 Income (loss) from continuing operations (1.6) (21.5) (53.9) Income tax benefit (2.9) (8.6) (6.5) Interest expense, net 4.8 5.1 4.7 Depreciation and amortization expense 23.3 23.2 23.8 Goodwill impairment - - 48.0 Other operating charges, net (1.4) (7.5) 1.5 Other non-operating expense 1.1 1.1 0.3 Early debt extinguishment 1.1 - - Adjusted EBITDA from continuing operations $ 24.4 $ (8.2) $ 17.8 Adjusted EBITDA Margin 6.3% -2.2% 4.5% Quarter Ended
16 Reconciliation of Adjusted Net Income ($ IN MILLIONS, UNAUDITED) September 30, 2026 June 30, 2026 September 30, 2025 Net income (loss) $ (1.6) $ (21.5) $ (53.3) Add (deduct): Less: Loss from discontinued operations, net of tax - - 0.6 Income (loss) from continuing operations (1.6) (21.5) (53.9) Add back: Income tax benefit (2.9) (8.6) (6.5) Goodwill - - 48.0 Other operating charges, net (1.4) (7.5) 1.5 Early debt extinguishment 1.1 - - Adjusted income (loss) before tax (4.9) (37.6) (11.0) Normalized income provision (benefit) (1.2) (9.4) (2.7) Adjusted net income (loss) from continuing operations $ (3.7) $ (28.2) $ (8.2) Adjusted income (loss) from continuing operations, per diluted share (0.23)$ (1.75)$ (0.51)$ Quarter Ended
17 Reconciliation of Net Debt September 30, 2026 June 30, 2026 December 31, 2025 Current portion long-term debt $ 274.7 $ 0.6 $ 0.6 Long-term debt 292.7 360.5 345.5 Add back: Unamortized deferred debt costs (5.7) (1.1) (1.3) Less: Cash and cash equivalents 35.7 95.4 30.7 Restricted cash for bond redemption 276.7 - - Net debt 260.7$ 266.8$ 316.7$ ($ IN MILLIONS, UNAUDITED)