CLW 10-K Fiscal year ended Dec. 31, 2019

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•	competitive pricing pressures for our products, including as a result of increased capacity as additional manufacturing facilities are operated by our competitors;

•	the loss of, changes in prices in regard to, or reduction in, orders from a significant customer;

•	changes in the cost and availability of wood fiber and wood pulp;

•	changes in transportation costs and disruptions in transportation services;

•	changes in customer product preferences and competitors' product offerings;

•	larger competitors having operational and other advantages;

•	customer acceptance and timing and quantity of purchases of our tissue products, including the existence of sufficient demand for and the quality of tissue produced by our expanded Shelby, North Carolina operations;

•	consolidation and vertical integration of converting operations in the paperboard industry;

•	our ability to successfully implement our operational efficiencies and cost savings strategies, along with related capital projects, and achieve the expected operational or financial results of those projects, including from the continuous digester at our Lewiston, Idaho facility;

•	changes in the U.S. and international economies and in general economic conditions in the regions and industries in which we operate;

•	manufacturing or operating disruptions, including IT system and IT system implementation failures, equipment malfunctions and damage to our manufacturing facilities;

•	cyber-security risks;

•	changes in costs for and availability of packaging supplies, chemicals, energy and maintenance and repairs;

•	labor disruptions;

•	cyclical industry conditions;

•	changes in expenses, required contributions and potential withdrawal costs associated with our pension plans;

•	environmental liabilities or expenditures;

•	reliance on a limited number of third-party suppliers for raw materials;

•	our ability to attract, motivate, train and retain qualified and key personnel;

•	our substantial indebtedness and ability to service our debt obligations;

•	restrictions on our business from debt covenants and terms;

•	negative changes in our credit agency ratings; and

•	changes in laws, regulations or industry standards affecting our business.

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•	make it more difficult for us to satisfy our obligations under our notes and Credit Agreements;

•	increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings, including those under the Credit Agreements, are and will continue to be at variable rates of interest;

•	require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;

•	limit our flexibility in planning for, or reacting to, changes in our business and industry;

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•	place us at a disadvantage compared to competitors that may have proportionately less debt;

•	limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and

•	increase our cost of borrowing.

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•	undergo a change in control;

•	sell assets;

•	pay dividends and make other distributions;

•	make investments and other restricted payments;

•	redeem or repurchase our capital stock;

•	incur additional debt and issue preferred stock;

•	guarantee indebtedness;

•	create liens;

•	consolidate, merge or sell substantially all of our assets;

•	enter into certain transactions with our affiliates;

•	engage in new lines of business; and

•	enter into sale and lease-back transactions.

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•	a classified Board of Directors with three-year staggered terms;

•	the ability of our Board of Directors to issue shares of preferred stock and to determine the price and other terms, including preferences and voting rights, of those shares without stockholder approval;

•	stockholder action can only be taken at a special or regular meeting and not by written consent;

•	advance notice procedures for nominating candidates to our Board of Directors or presenting matters at stockholder meetings;

•	removal of directors only for cause;

•	allowing only our Board of Directors to fill vacancies on our Board of Directors; and

•	supermajority voting requirements to amend our bylaws and certain provisions of our certificate of incorporation.

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1	Amounts presented for principal and interest payments assume that all long-term debt outstanding as of December 31, 2019 will be paid based upon stated rates, terms and interest rates on variable rate debt in effect as of December 31, 2019 will remain in effect until maturity.

2	These amounts represent our minimum lease payments, including amounts representing interest.

3	Purchase obligations consist primarily of contracts for the purchase of chemicals and pulp from third parties and contracts with natural gas and electricity providers that are legally binding on us and that specify fixed or minimum quantities. Purchase obligations exclude arrangements that we can cancel without penalty.

4	Other long-term obligations consist of estimated benefit payments for postretirement employee benefit and supplemental pension plans, deferred compensation arrangements and asset retirement obligations.

5	Other obligations exclude $3.4 million of unrecognized tax benefits due to the uncertainty of timing of payment.

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1	Includes $2.9 million of expense associated with the write-off of goodwill as part of our divestiture discussed in Note 10, "Other Operating Charges, net" for the year ended December 31, 2018.

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1	Included in "Other assets, net" on our accompanying December 31, 2019 and 2018 Consolidated Balance Sheets.

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•	expenses of $2.9 million on reorganization expenses, and

•	expenses of $1.0 million associated with certain environmental liabilities primarily related to asbestos remediation.

•	income of $2.3 million relating to directors' equity based compensation,

•	a gain of $24.0 million related to the sale of the Ladysmith facility (see Note 9 "Asset Divestiture" for further discussion), and

•	expenses of $8.0 million related to reorganization expenses.

•	income of $2.8 million relating to directors' equity based compensation,

•	expenses of $2.3 million on reorganization expenses, and

•	expenses of $16.7 million relating to closures of the Oklahoma facility and the Long Island facility .

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▪	Assets are diversified among various asset classes, such as domestic equities, international equities, fixed income and cash. The long-term asset allocation ranges are as follows:

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•	Assets are managed by professional investment managers and could be invested in separately managed accounts or commingled funds.

▪	Assets are not invested in securities rated below BBB- by S&P or Baa3 by Moody’s.

•	Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

•	If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. The number of employers participating in PIUMPF fell from 135 during 2012 to 52 during 2018. We believe that we are now the employer making the largest proportion of total contributions.

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Under applicable federal law, any employer contributing to a multiemployer pension plan that completely ceases participating in the plan while it is underfunded is subject to an assessment of such employer's allocable share of the aggregate unfunded vested benefits of the plan, except when that plan is in "critical" or "critical and declining" status. In certain circumstances, an employer can also be assessed a statutory withdrawal liability for a partial withdrawal from a multiemployer pension plan. Based on information available to us as of December 31, 2019, as well as information provided by PIUMPF and IAM NPF and reviewed by our actuarial consultant, we estimate the aggregate pre-tax liability that we would have incurred if we had completely withdrawn from PIUMPF and IAM NPF in 2019 would have been in excess of $82 million . However, the exact amount of potential exposure could be higher or lower than the estimate, depending on, among other things, the nature and timing of any triggering events and the funded status of PIUMPF and IAM NPF at that time. A withdrawal

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1	The associated collective bargaining agreement associated with PIUMPF was ratified in January 2020.

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•	Implementing enhanced controls governing our sub-certifications

•	Hiring additional accounting personnel and providing enhanced training to increase the depth and experience within our accounting organization

•	Formalizing a process to identify, document and review complex accounting matters

•	Developing and implementing enhanced controls governing our risk management committee and our disclosure committee, including a formal enterprise risk assessment process

•	Designing additional controls over the documentation and application of technical accounting guidance with particular emphasis on events outside the ordinary course of business, including changes to payment arrangements with vendors

•	Enhancing the communication and coordination among our treasury, financial reporting and supply chain management organizations with expanded cross-functional involvement and input into period-end disclosures.

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1	Includes 354,064 performance shares, 656,374 stock options, and 223,855 restricted stock units, or RSUs, which are the maximum number of shares that could be awarded under the performance share, stock option, and RSU programs, not including future dividend equivalents, if any are paid.

2	Performance shares and RSUs do not have exercise prices. During 2019 , 97,155 stock option awards vested with a weighted average exercise price of $45.10 .

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