Clearwater Paper (CLW) risk factors, FY2025 10-K

Clearwater Paper's FY2025 10-K, filed Feb 18, 2026, lists 45 risk factors in 7 groups. Against the prior year's 45: 9 new, 9 dropped, 12 substantially reworded.

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Risk factors listed
457 groups
New this year
9vs 45 last year
Dropped
9since the prior 10-K
Substantially reworded
12of those kept
Section length
10k wordsItem 1A

What the changes say

  • Company now operates only SBS paperboard and limited market pulp, making industry downturns more concentrated.
  • 2025 disclosures emphasize Augusta weather disruption, supplier concentration, regulatory certifications, and cybersecurity recovery and disclosure.
  • Top 10 customers represented 46% of 2025 sales; paperboard faced price competition and weaker demand.
  • Debt availability was $265 million under PCA and $143 million under ABL after specified deductions.

What changed since the prior 10-K

New

  • NewRISKS RELATED TO OUR INDUSTRY, THE MARKETS IN WHICH WE OPERATE, AND THE PRODUCTS THAT WE OFFER

    Lack of diversification of products exposes us to other market-related risks and uncertainties

    Relying mainly on SBS paperboard and limited market pulp leaves Clearwater more exposed to adverse pulp and paperboard industry developments.

  • NewRISKS RELATED TO OUR INDUSTRY, THE MARKETS IN WHICH WE OPERATE, AND THE PRODUCTS THAT WE OFFER

    competing, sustainable materials which may have an adverse effect on our business

    Customers’ sustainability preferences may require costly product innovation, facility changes, and process changes, while failure to adapt could hurt sales and operations.

  • NewRISKS RELATED TO OUR BUSINESS STRATEGY

    We may not achieve the expected benefits from strategic acquisitions, partnerships, joint ventures, divestitures, capital investments and other corporate transactions that we have pursued in the past and may pursue in the future

    Acquisitions, joint ventures, divestitures, investments, including the Augusta mill acquisition, may not deliver expected synergies, savings, growth, markets, or proceeds.

  • NewRISKS RELATING TO OUR OPERATIONS AND COST STRUCTURE

    and may result in damage to equipment, safety incidents, environmental impacts, any of which could have a material adverse effect on our business, results of operations, and financial conditions

    Cyber incidents may leave systems or data unrecoverable, prolong disruption, increase costs, and make timely and accurate securities-law disclosures difficult.

  • NewRISKS RELATING TO OUR OPERATIONS AND COST STRUCTURE

    Our operations may be subject to extreme weather and climate-related events

    Extreme temperatures, storms, floods, water shortages, and climate impacts can damage facilities, disrupt supply chains, and increase costs; Hurricane Helene suspended Augusta operations.

  • NewRISKS RELATING TO OUR OPERATIONS AND COST STRUCTURE

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

    Dependence on limited suppliers and service providers exposes production to shortages, price increases, quality issues, delivery delays, and difficulty qualifying alternatives.

  • NewRISKS RELATING TO OUR OPERATIONS AND COST STRUCTURE

    Compliance with varying federal, state and foreign regulatory schemes and third-party certifications may impair our ability to continue to sell our products in key markets or to key customers and increase our costs

    Different regulations and certifications, including food-contact requirements, could exclude products from markets or customers and require more expensive materials or process changes.

  • NewRISKS RELATED TO OUR EMPLOYEE PLANS

    whether to continue to participate in these multiemployer plans does not rest solely with us; rather, it is negotiated as part of the collective bargaining agreements with labor unions that participate in these plans

    Withdrawing from underfunded multiemployer plans could trigger unpredictable withdrawal liability, estimated at approximately $4.6 million for a complete 2025 IAM NPF withdrawal.

  • NewRISKS RELATED TO OUR EMPLOYEE PLANS

    challenging PIUMPF’s AFD exit fee. These lawsuits have not resolved the issue

    The disputed PIUMPF AFD exit fee could create material withdrawal liability, although $1.33 billion of ARPA funding is expected to reduce and eventually eliminate exposure.

Dropped

  • Dropped

    We may not realize the expected benefits of the acquisition of the Augusta Facility because of integration difficulties or other challenges

    Risks that integrating and realizing benefits from the Augusta Facility acquisition may prove difficult.

  • Dropped

    The Tissue Divestiture may disrupt our remaining business or not achieve its intended benefits

    Disruption, costs, liabilities, and relationship damage from the Tissue Divestiture.

  • Dropped

    We may not realize some or all of the anticipated benefits from the Tissue Divestiture with respect to the anticipated

    The Tissue Divestiture may fail to benefit the remaining business and could leave environmental liabilities.

  • Dropped

    The Tissue Divestiture changes our exposure to other risks and uncertainties

  • DroppedRISKS RELATED TO OUR BUSINESS OPERATIONS AND THE MARKETS IN WHICH WE OPERATE

    Our products are vulnerable to declines in demand due to a shift in consumer preference for competing, sustainable materials which may have an adverse effect on our business

  • DroppedRISKS RELATED TO OUR BUSINESS OPERATIONS AND THE MARKETS IN WHICH WE OPERATE

    Cyclical industry conditions have in the past affected and may continue to adversely affect the operating results and cash flows of our business

    The Tissue Divestiture left pulp and paperboard as the sole business, increasing concentration risk.

  • DroppedRISKS RELATED TO OUR BUSINESS OPERATIONS AND THE MARKETS IN WHICH WE OPERATE

    products and our operations

  • DroppedRISKS RELATED TO OUR BUSINESS OPERATIONS AND THE MARKETS IN WHICH WE OPERATE

    We may be subject to operational and financial climate change risks

  • DroppedGENERAL RISK

    experience declining sales, manufacturing delays or other inefficiencies, increased recruiting, training and relocation costs and other difficulties, which may negatively impact our results of operations, cash flows and financial condition

Reworded

  • 93% rewrittenRISKS RELATED TO OUR EMPLOYEE PLANS

    We may be required to pay material amounts to multiemployer pension plans; our participation subjects us to potential liabilities, which could be significant, if we withdraw from a plan in the future

    Reported 2025 multiemployer-plan contributions fell to approximately $3.5 million from $5.8 million in 2024; the potential for unpredictable increased contributions remains.

  • 59% rewrittenRISKS RELATING TO OUR OPERATIONS AND COST STRUCTURE

    We face cyber-security risks

    The risk now expressly covers operational technology systems and names ransomware, encryption, extortion, denial-of-service, and other availability or data-access attacks.

  • 51% rewrittenRISKS RELATED TO OUR BUSINESS STRATEGY

    We may fail to attract, motivate, train and retain qualified personnel, including key personnel

    The current text retains hiring, retention, specialized-skills, cost, and retirement-related concerns but omits the prior conclusion about failure or excessive turnover.

  • 49% rewrittenRISKS RELATED TO OUR INDUSTRY, THE MARKETS IN WHICH WE OPERATE, AND THE PRODUCTS THAT WE OFFER

    Difficult industry and market demand conditions have in the past and may continue to adversely affect the operating results and cash flows of our business

    The company now explicitly describes demand conditions as cyclical, while retaining the prior risks of downtime, unabsorbed costs, and weak-market losses.

    Was: Difficult industry and market conditions may adversely affect the operating results and cash flows of our business

  • 47% rewrittenRISKS RELATED TO OUR INDEBTEDNESS

    An increase in interest rates could have a negative effect on our business

    The SOFR discussion removes the explicit Federal Reserve reference and changes the wording around debt-service and borrowing-cost consequences; interest-rate swaps remain.

  • 46% rewrittenRISKS RELATING TO OUR OPERATIONS AND COST STRUCTURE

    We rely on information technology in critical areas of our operations, and a disruption relating to such technology could harm our operations and financial condition

    The risk now adds OT, industrial control systems, and plant-floor networks, explaining their manufacturing role and increasing interconnection with enterprise IT.

    Was: We rely on information technology in critical areas of our operations, and a disruption relating to such technology could harm our financial condition

  • 39% rewrittenRISKS RELATED TO OUR INDUSTRY, THE MARKETS IN WHICH WE OPERATE, AND THE PRODUCTS THAT WE OFFER

    The loss of, or a significant reduction in, orders from, or changes in prices in regard to, any of our large customers could adversely affect our operating results and financial condition

    Top-10 customer concentration increased from 45% of 2024 sales to 46% of 2025 sales, with the discussion updated to 2025 conditions.

  • 29% rewrittenRISKS RELATED TO OUR INDEBTEDNESS

    Despite our current indebtedness levels, we may still incur significant additional indebtedness. Incurring more indebtedness could increase the risks associated with our substantial indebtedness

    PCA availability declined from approximately $270 million to $265 million, while reported post-adjustment availability shifted to $143 million under the ABL Credit Agreement.

  • 27% rewrittenRISKS RELATED TO OUR INDUSTRY, THE MARKETS IN WHICH WE OPERATE, AND THE PRODUCTS THAT WE OFFER

    Increases in paperboard supply have and may continue to adversely affect our operating results and financial condition

    Was: Increases in paperboard supply could adversely affect our operating results and financial condition

  • 27% rewrittenRISKS RELATING TO OUR OPERATIONS AND COST STRUCTURE

    Our business and financial performance may be harmed by future labor disruptions

  • 26% rewrittenRISKS RELATED TO OUR INDUSTRY, THE MARKETS IN WHICH WE OPERATE, AND THE PRODUCTS THAT WE OFFER

    Consolidation in the North American paperboard and converting industry may adversely affect our business

  • 25% rewrittenRISKS RELATED TO OUR BUSINESS STRATEGY

    We may incur significant costs or be unable to realize the expected benefits of our restructuring initiatives

    Was: We may incur significant costs or be unable to realize the expected benefits and long-term savings associated with our restructuring initiatives

All 45 risk factors

Headings as the filing states them, in filing order.

RISKS RELATED TO OUR INDUSTRY, THE MARKETS IN WHICH WE OPERATE, AND THE PRODUCTS THAT WE OFFER

  1. 01Difficult industry and market demand conditions have in the past and may continue to adversely affect the operating results and cash flows of our business49% rewritten
  2. 02Increases in paperboard supply have and may continue to adversely affect our operating results and financial condition27% rewritten
  3. 03Lack of diversification of products exposes us to other market-related risks and uncertaintiesNew
  4. 04Substitution amongst paperboard grades could have an adverse effect on our financial results
  5. 05competing, sustainable materials which may have an adverse effect on our businessNew
  6. 06The loss of, or a significant reduction in, orders from, or changes in prices in regard to, any of our large customers could adversely affect our operating results and financial condition39% rewritten
  7. 07Consolidation in the North American paperboard and converting industry may adversely affect our business26% rewritten
  8. 08The markets for our products are highly competitive, and companies that have substantially greater financial resources compete with us in each market. Some of our competitors have advantages over us, including lower raw material and labor costs and better access to the inputs of our products

RISKS RELATED TO OUR BUSINESS STRATEGY

  1. 09If we are unable to continue to implement our business plan and strategic initiatives, our financial condition and operating results could be materially affected
  2. 10We may incur significant costs or be unable to realize the expected benefits of our restructuring initiatives25% rewritten
  3. 11We may fail to attract, motivate, train and retain qualified personnel, including key personnel51% rewritten
  4. 12We may not achieve the expected benefits from strategic acquisitions, partnerships, joint ventures, divestitures, capital investments and other corporate transactions that we have pursued in the past and may pursue in the futureNew

RISKS RELATING TO OUR OPERATIONS AND COST STRUCTURE

  1. 13We incur significant expenses to maintain our manufacturing equipment and any interruption in the operations of our facilities may harm our operating performance
  2. 14We rely on information technology in critical areas of our operations, and a disruption relating to such technology could harm our operations and financial condition46% rewritten
  3. 15We face cyber-security risks59% rewritten
  4. 16and may result in damage to equipment, safety incidents, environmental impacts, any of which could have a material adverse effect on our business, results of operations, and financial conditionsNew
  5. 17Our operations may be subject to extreme weather and climate-related eventsNew
  6. 18The cost and availability of chemicals and energy needed for our manufacturing processes significantly affects our results of operations and cash flows
  7. 19We rely on a limited number of third-party suppliers, vendors and service providers required for the production of our products and our operationsNew
  8. 20We depend on external sources of wood fiber which exposes our business and results of operations to potentially significant supply and price fluctuations
  9. 21The primary source for wood fiber is timber, the availability of which may be limited by adverse weather, fire, insect infestation, disease, ice storms, windstorms, flooding and other natural and man-made causes, including those caused by climate change, thereby reducing supply and increasing prices
  10. 22Our business and financial performance may be harmed by future labor disruptions27% rewritten
  11. 23Disruptions in transportation services or increases in our freight costs could have a material adverse effect on our business
  12. 24Following the Tissue Divestiture, we share certain facilities in Lewiston, Idaho with Sofidel and we are required to provide certain services to Sofidel related to such shared facilities. Our relationship with Sofidel may impact our ability to conduct business at our Lewiston mill solely for our benefit
  13. 25Our operations require substantial capital and our capital expenditures may not achieve the desired outcomes or may be achieved at a higher cost than anticipated
  14. 26We are subject to significant environmental regulation and environmental compliance expenditures, which could increase our costs and subject us to liabilities
  15. 27We are exposed to lawsuits, governmental investigations and proceedings relating to current and historical operations and products, which could harm our business
  16. 28Compliance with varying federal, state and foreign regulatory schemes and third-party certifications may impair our ability to continue to sell our products in key markets or to key customers and increase our costsNew

RISKS RELATED TO OUR EMPLOYEE PLANS

  1. 29We may be required to pay material amounts to multiemployer pension plans; our participation subjects us to potential liabilities, which could be significant, if we withdraw from a plan in the future93% rewritten
  2. 30whether to continue to participate in these multiemployer plans does not rest solely with us; rather, it is negotiated as part of the collective bargaining agreements with labor unions that participate in these plansNew
  3. 31challenging PIUMPF’s AFD exit fee. These lawsuits have not resolved the issueNew
  4. 32As we currently have no plans to withdraw from PIUMPF, we have not recognized any liability associated with a withdrawal from PIUMPF in our consolidated financial statements
  5. 33Our pension and health care costs are subject to numerous factors that could cause these costs to change

RISKS RELATED TO OUR INDEBTEDNESS

  1. 34Despite our current indebtedness levels, we may still incur significant additional indebtedness. Incurring more indebtedness could increase the risks associated with our substantial indebtedness29% rewritten
  2. 35If we default under our Credit Agreements, or other indebtedness, we may not be able to service our debt obligations
  3. 36To service our existing and future indebtedness, we must generate cash flows. Our ability to generate cash depends on many factors beyond our control, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
  4. 37Our Credit Agreements contain various covenants that limit our discretion in the operation of our business
  5. 38Our failure to comply with the covenants contained in our Credit Agreements or the indenture governing our outstanding notes, including as a result of events beyond our control, could result in an event of default that could cause repayment of the debt to be accelerated
  6. 39Credit rating downgrades could increase our borrowing costs or otherwise adversely affect us
  7. 40An increase in interest rates could have a negative effect on our business47% rewritten

RISKS RELATING TO OUR COMMON STOCK

  1. 41Certain provisions of our certificate of incorporation and bylaws and Delaware law may make it difficult for stockholders to change the composition of our Board of Directors and may discourage hostile takeover attempts that some of our stockholders may consider to be beneficial

GENERAL RISKS

  1. 42United States and global economic conditions could have adverse effects on the demand for our products and financial results
  2. 43Recent fluctuations in economic conditions and cycles may have adverse effects on our financial results
  3. 44We may face demand, supply, and operational challenges associated with effects of a disease outbreak, including epidemics, pandemics, or similar widespread public health concerns
  4. 45We could be subject to changes in tax rates, the adoption of new tax laws or interpretations, or exposure to additional tax liabilities

Other Clearwater Paper 10-Ks

  • FY2024 10-K risk factors
    45 risks

    Clearwater Paper's risk profile is dominated by major restructuring events, including the May 2024 Augusta Facility acquisition and November 2024 consumer division divestiture to Sofidel.

    Filed Feb 24, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.