Soliciting Materials Pursuant to Rule 14a-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ___)

Filed by the Registrant ¨

Filed by a Party other than the Registrant x

Check the appropriate box:

 

¨    Preliminary Proxy Statement    ¨   

Confidential, for Use of the Commission Only

(as permitted by Rule 14a-6 (e)(2))

 

¨

  

 

Definitive Proxy Statement

     
¨    Definitive Additional Materials      
x    Soliciting Material Pursuant to § 240.14a-12      

CELLU TISSUE HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

CLEARWATER PAPER CORPORATION

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  1) Title of each class of securities to which transaction applies:

 

  2) Aggregate number of securities to which transaction applies:

 

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¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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Clearwater Paper Corporation
Oppenheimer
5
th
Annual
Industrials
Conference
September 29, 2010


1
Forward-Looking Statements
This presentation contains, in addition to historical information, certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed merger involving
Clearwater Paper and Cellu Tissue and the transactions related thereto (the “merger”), expected accretion to
earnings, the estimated amount of annual synergies resulting from the merger, expected annual revenues of
Clearwater Paper and Cellu Tissue as a combined company following the merger, the benefits of the merger to
Clearwater Paper stockholders, opportunities for growth with existing customers
and new customers in new channels,
tissue production facilities and the expected timing of closing.
Words such as “anticipate,”
“expect,”
“intend,”
“plan,”
“target,”
“project,”
“believe,”
“schedule,”
“estimate,”
“may,”
and similar expressions are intended to identify such
forward-looking statements. 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 risk factors described in Item 1A of Part I of our
Annual Report on Form 10-K for the year ended December 31, 2009, as well as the following: 
the closing of the merger may be delayed or may not occur
difficulties with the integration process or the realization of the benefits expected from the merger
Clearwater Paper's ability to obtain debt financing to fund the acquisition of Cellu Tissue
general economic conditions in the regions and industries in which Clearwater Paper and Cellu Tissue
operate
changes in the cost and availability of wood fiber used in the production of the companies’
products
litigation or regulatory matters involving antitrust or other matters that could affect the closing of the
transaction
Forward-looking statements contained in this presentation represent management’s views only as of the date of this
presentation. We undertake no obligation to publicly update forward-looking statements, whether as a result of new
information, future events or otherwise.


2
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Cellu Tissue intends to file with the SEC a preliminary proxy statement and a definitive proxy statement and other
relevant material in connection the merger. The definitive proxy
statement will be sent or given to the stockholders of
Cellu Tissue. Before making any voting or investment decision with respect to the merger, investors and stockholders
of Cellu Tissue are urged to read the proxy statement and the other relevant material when they become available
because they will contain important information about the merger. The proxy statement and other relevant materials
(when they become available), and any other documents filed by Cellu Tissue with the SEC, may be obtained free of
charge at the SEC’s website at www.sec.gov, at Cellu Tissue’s Investor Relations website at cellutissue.com/investor
(click “SEC filings”) or from Cellu Tissue by contacting Investor Relations by mail at 1855 Lockeway Drive, Suite 501,
Alpharetta, Georgia 30004, Attention: Investor Relations, or by telephone at (707) 407-2164.
PARTICIPANTS IN THE SOLICITATION
Clearwater Paper and Cellu Tissue and their respective directors
and executive officers may be deemed to be
participants in the solicitation of proxies from Cellu Tissue stockholders in connection with the merger. Information
about Clearwater Paper’s directors and executive officers is set forth in Clearwater Paper’s proxy statement on
Schedule 14A filed with the SEC on March 29, 2010 and its Annual
Report on Form 10-K for the year ended
December 31, 2009 filed with the SEC on February 26, 2010. Information about Cellu Tissue’s directors and
executive officers is set forth in its proxy statement on Schedule 14A filed with the SEC on June 25, 2010. Additional
information regarding the interests of participants in the solicitation of proxies in connection the merger will be
included in the proxy statement that Cellu Tissue intends to file with the SEC.


3
Company Overview


4
Clearwater Paper Overview
Leading manufacturer of private-label consumer tissue and fully-bleached SBS paperboard, with
$1.3
billion
in
net
sales
and
$165.3
million
of
Adjusted
EBITDA
1
for
the
last twelve
months
(LTM)
ending June 30, 2010
Segment
Net
Sales
2
Segment
Adjusted
EBITDA
1
Segment
Adjusted
EBITDA
Margin
%
1,3
1 See
Appendix
A:
“Financial
Detail”
for
the
definitions
of
Adjusted
EBITDA
and
Segment
Adjusted
EBITDA
as
well
as
the
reconciliation
to
the
most
comparable
GAAP
measures.
2 Net sales excludes intersegment net sales and transfers.
3 Segment Adjusted EBITDA margin percentage calculated by dividing Segment Adjusted EBITDA by Segment Net Sales.
%
of
LTM
Net
Sales
2
($ in millions)
Pulp &
Paperboard
(PPD)
$759.3
$62.2
3
8.2%
$561.7
$122.9
21.9%
Consumer
Products
(CPD)


$445
$452
$504
$554
$562
$731
$751
$696
$759
$672
2006
2007
2008
2009
LTM 6/30/10
$41
$34
$53
$138
$123
$62
$51
$35
$80
$70
9.0%
8.8%
12.5%
6.0%
13.9%
2006
2007
2008
2009
LTM 6/30/10  
5
Financial Track Record
($ in millions)
Adjusted
EBITDA
2,3
Net Sales
1
1  Net sales excludes intersegment net sales and transfers.
2  See
Appendix
A:
“Financial
Detail”
for
the
definition
of
Adjusted
EBITDA
as
well
as
the
reconciliation
to
the
most
comparable
GAAP
measure.
3  Clearwater Paper’s total Adjusted EBITDA includes corporate and eliminations.
4  Adjusted EBITDA margin percentage calculated by dividing Adjusted EBITDA by Net Sales.
$1,117
$1,183
$1,255
$1,250
$101
$104
$75
4 Yr Average: $1,201mm
$174
CPD
PPD
Margin
4
4 Yr Average: $114mm
$1,321
$165


6
Consumer Products Segment Overview
Committed to maintaining high-quality
products that match the quality of leading
national brands
Only U.S. consumer tissue producer that
manufactures solely private label tissue
High-Quality, Premium Products ($ in millions)
Segment EBITDA
1
Net Sales
% Growth:
-
1.6%
11.6%
9.8%
-
$445
$452
$504
$554
$562
$0
$100
$200
$300
$400
$500
$600
2006
2007
2008
2009
LTM 6/30/10
1  See
Appendix
A:
“Financial
Detail”
for the definition of Segment EBITDA as well as the reconciliation to the most comparable GAAP measure.
2  Segment EBITDA margin percentage calculated by dividing Segment EBITDA by Segment Net Sales.
% Margin:
2
9.3%
7.5%
10.5%
24.9%
21.9%
$41
$34
$53
$138
$123
$0
$25
$50
$75
$100
$125
$150
2006
2007
2008
2009
LTM 6/30/10


7
Attractive Industry Characteristics -Tissue
30.5%
30.9%
17.8%
13.0%
14.4%
20.2%
Facial tissue
Bath tissue
Paper towels
2002
2009
Private label tissue market share continues to grow in key products
2
Attractive and stable segment of the paper market
1
Source:  RISI and IRI.
1  Based on converted short tons.
2  Represents market share as a % of sales.


8
Premier U.S. Private Label Tissue Producer
Produced
approximately
56%
of
private
label
tissue
products
sold
in
grocery
stores in the U.S. in 2009
Well-positioned to benefit from value-oriented customers shifting to private
label products
Customers include top three national grocery chains
1  IRI Consumer Panel Projections, Consumer Insights Builder.
2  IRI Infoscan, U.S. grocery case sales.
Grocery
Stores
45%
Non-
Grocery
55%
Branded
73%
Private
Label
27%
Other
44%
U.S. Tissue
Market
2009 U.S. At-Home
Tissue Market
1
2009 Grocery Store
Product Mix
2
2009 U.S. Private Label
Grocery Tissue Supplier
2
Clearwater
Paper
56%
Away-
from
Home
33%
At Home
67%


Consumer Products Shelby, NC Expansion
Building a 70,000 ton TAD paper machine facility and tissue converting lines capable of
producing ultra grades of private label tissue products
Expanding Clearwater Paper’s geographic reach
Projected returns for this project are approximately twice Clearwater Paper’s cost of capital
The total cost for the new facilities is expected to be approximately $260-$280 million
The first two converting lines are expected to begin production during the second half of
2011
The paper machine is expected to begin production in the second half of 2012
9


10
Pulp and Paperboard Segment Overview
Focus on high-end paperboard products,
such as pharmaceuticals and cosmetics
packaging
Superior print surfaces and cleanliness for
discriminating domestic and international
markets
Valued industry consulting
Effective logistics to meet just-in-time
customer needs
High-Quality, Premium Products ($ in millions)
Segment Adjusted EBITDA
1,2
Net Sales
1
1  Includes Wood Products segment.
2  See
Appendix
A:
“Financial
Detail”
for the definition of Segment Adjusted EBITDA as well as the reconciliation to the most comparable GAAP measure.
3  Segment Adjusted EBITDA margin percentage calculated by dividing Segment Adjusted EBITDA by segment net sales.
% Margin:
3
10.5%
10.9%
4.7%
7.3%
8.2%
$70
$80
$35
$51
$62
$0
$25
$50
$75
$100
2006
2007
2008
2009
LTM 6/30/10
% Growth:
-
8.9%
2.6%
(7.3%)
-
$672
$731
$751
$696
$759
$0
$250
$500
$750
$1,000
2006
2007
2008
2009
LTM 6/30/10


11
Attractive Industry Characteristics –
Paperboard
71%
85%
0%
20%
40%
60%
80%
100%
1998
2009
Source:  RISI.
1  Top 5 manufacturers in 1998 were International Paper, Westvaco, Temple-Inland, Georgia-Pacific and Potlatch; Top 5 manufacturers in 2009 were International Paper, MeadWestvaco,
Georgia-Pacific, Clearwater Paper and Evergreen Packaging.
2  Based on tons produced.
3  Average price per short ton of 16 pt. SBS folding carton C1S.
2009 North American Bleached
Paperboard (SBS) Production
Pulp and Paperboard
Capacity
Top 5 Manufacturers
Stable demand for U.S. paperboard products
Georgia Pacific, 12%
Clearwater Paper, 12%
Evergreen Packaging,
12%
Rock-Tenn, 5%
Tembec Paperboard,
3%
Weyerhaeuser, 5%
MeadWestvaco, 24%
International Paper,
25%
Smurfit Stone, 2%
1


12
Strategically Positioned Pulp & Paperboard Facilities
Facilities positioned to provide broad geographic
reach and cost-efficient transportation points
Idaho Mill
Reduced transportation
costs to Asia versus East
Coast competitors
One of two bleached
paperboard mills in
Western U.S.
418,000 tons of bleached
paperboard produced
in 2009
Arkansas Mill
Central location reduces freight
costs to Midwest and East Coast
Most recently built bleached
paperboard mill in North
America
317,000 tons of bleached
paperboard produced in 2009
2009 PPD Sales
North
America,
83%
Europe,
1%
Asia,
16%


13
Cellu Tissue Acquisition


14
Transaction Overview
On
September
16
th
Clearwater
Paper
announced
it
agreed
to
acquire
Cellu
Tissue
Holdings, Inc. in cash for approximately $502 million
Price per Cellu
Tissue share is $12.00
Approximately
$255
million
of
Cellu
Tissue
existing
net
debt
1
to be retired or
assumed,
including
the
tendering
or
calling
of
Cellu
Tissue’s
existing
Senior
Secured Notes
Concurrent with the merger agreement, Clearwater Paper entered into a
Commitment Letter relating to a $300 million Senior Unsecured Bridge Facility
Transaction
expected
to
be
ultimately
financed
with
$350
million
of new Senior
Unsecured Notes and approximately $210 million of cash on hand
Transaction expected to close in the fourth quarter of 2010
Customary
closing
conditions,
including
Cellu
Tissue
shareholder
approval and Hart-
Scott-Rodino
clearance
Significant
shareholder
and
CEO
of
Cellu
Tissue
have
executed
a
voting
agreement in support of transaction
1  See
Appendix
A:
“Financial
Detail”
for
the
definition
of
net
debt.
Cellu
Tissue net debt as of May 27, 2010.


15
Transaction Highlights
Strengthen position as one of the leading private label tissue manufacturers
National presence as a papermaker and converter of tissue products with 14 sites
throughout North America
Increased exposure to more stable tissue sector
Customer growth with existing and new customers
Immediately accretive to earnings per share before synergies
Expected annual net cost savings of $15-$20 million to be realized by end of 2012
Substantial
liquidity
and
conservative
leverage
profile
upon
the
closing
of
the
acquisition
Seasoned Clearwater Paper management and operational teams with experienced
employees


16
Strengthening Financial Performance
1  Last twelve months ended June 30, 2010.
2  Last twelve months ended May 27, 2010.
3  Expected net run-rate cost savings of approximately $15-$20 million per annum by end of 2012.
4  Net sales excludes intersegment net sales and transfers.
5  See
Appendix
A:
“Financial
Detail”
for
the
definition
of
Adjusted
EBITDA
as
well
as
the
reconciliation
to
the
most
comparable
GAAP
measure.
6  Adjusted EBITDA margin percentage calculated by dividing Adjusted EBITDA by sales.
($ in Millions)
Clearwater        
Paper
1
Cellu
Tissue
2
Combined     
Clearwater Paper &
Cellu
Tissue
Expected Annual           
Net Run-Rate             
Cost Savings
3
Combined         
Clearwater Paper &
Cellu
Tissue with
Expected Run-Rate
Cost Savings
LTM Net Sales
4
$1,320.9
$524.5
$1,845.4
-
$1,845.4
LTM Adj. EBITDA
5
$165.3
$73.7
$239.0
$15.0 -
$20.0
$254.0 -
$259.0
Adj. EBITDA Margin %
6
12.5%
14.1%
13.0%
-
13.8% -
14.0%
Capacity ('000 TPY):
Tissue Hardroll
225
247
472
-
472
Tissue Converted
213
182
395
-
395


Cost Savings Opportunities
Freight Cost Minimization
Pulp Optimization
SG&A
Hardroll Integration
Efficiency Improvements
Scale Benefits
17
Expected $15-$20 Million of Annual Net Cost Savings to Be
Realized by End of 2012


Consumer
Products
59%
Pulp &
Paperboard
41%
Tissue
76%
Machine-
Glazed
22%
Foam
2%
Consumer
Products
43%
Pulp &
Paperboard
57%
18
Pro Forma Sales Mix Change
Last Twelve Months (LTM)
1
1
Includes
the
results
of
Clearwater
Paper
for
the
last
twelve
months
ended
June
30,
2010
and
includes
the
results
of
Cellu
Tissue
for
the
last
twelve
months
ended
May
27,
2010.
Net
sales
excludes
intersegment net sales and transfers.
2
Preliminary
classification
assumes
Cellu
Tissue’s
total
net
sales
is
included
in
Clearwater
Paper’s
Consumer
Product’s
segment.
Acquisition Supports Strategy to Grow the Size and Scope of Consumer
Products Segment
Clearwater Paper
Stand Alone Sales Mix
Cellu
Tissue
Stand Alone Sales Mix
Pro Forma Sales Mix
$1,321 Million
$525 Million
$1,845 Million
2


1  Clearwater Paper capacities exclude tissue facility under construction in Shelby, NC expected to have 70,000 tons of annual capacity and
converting facility expected to be operational in FY 2012.
2  Excludes
Cellu
Tissue
converting
capacity
greenfield
investment
at
Oklahoma
City,
Oklahoma.
3  Excludes foam capacity.
4  MG stands for machine-glazed paper.
19
Strong Geographic Fit
Clearwater Paper
Cellu
Tissue
Complementary Geographic Asset Bases
Bleached Paperboard
765,000 tons
Tissue Hardroll
225,000 tons
Tissue Converting
213,000 tons
Pulp
845,000 tons
Sawmill
205,000 mbf
Clearwater Paper Capacities¹
Clearwater Paper Pulp
Clearwater Paper Sawmill
Clearwater Paper SBS
Cellu
Tissue Tissue/MG Hardroll
4
Clearwater Paper Tissue Converting
Clearwater Paper Tissue Hardroll
Cellu
Tissue Headquarters
Cellu
Tissue
Tissue/MG
Converting
4
Clearwater Paper Headquarters
Spokane, WA
Corporate Headquarters
Lewiston, ID
Converting Capacity:
102,000 tons
Lewiston, ID (Sawmill)
Capacity: 205,000 mbf
Lewiston, ID (Pulp)
Capacity: 540,000 tons
Lewiston, ID (SBS)
Capacity:
435,000 tons
Lewiston, ID (Tissue)
Capacity: 189,000 tons
Las Vegas, NV (TAD)
Capacity: 36,000 tons
Las Vegas, NV
Converting Capacity:
50,000 tons
Cypress Bend, AR (Pulp)
Capacity: 305,000 tons
Cypress Bend, AR (SBS)
Capacity: 330,000 tons
Elwood, IL
Converting Capacity: 
61,000 tons
Wiggins, MS
Capacity: 54,000 tons
Neenah, WI
Capacity:  85,000 tons
Ladysmith, WI
Capacity: 55,000 tons
Oklahoma City, OK
Converting Capacity
East Hartford, CT
Capacity: 29,000 tons
Gouverneur, NY
Capacity: 32,000 tons
Alpharetta, GA
Corporate Headquarters
Thomaston, GA
Converting Capacity
Long Island, NY
Converting Capacity
Shelby, NC (TAD)
Announced Capacity: 70,000 tons
Converting Capacity
Neenah, WI
ConvertingCapacity
Menominee, MI
Capacity: 32,000 tons
St. Catharines, ON (TAD)
Capacity: 45,000 tons
Cellu
Tissue
Capacities
2,3
Tissue Hardroll
247,000 tons
Tissue Converting
182,000 tons
MG Hardroll
4
85,000 tons
MG Converting
4
13,000 tons


20
Complementary Customer Base
Consumer Products Segment
National
Grocery
Channel
Cellu Tissue
Customer
Opportunity
Add National
Grocery
Customers
Add Regional
Grocery
Customers
Add Value
Retailers
(mass, disc, dollar)
Broad
Broad
Customer
Customer
Base
Base


30%
17%
16%
7%
6%
5%
4%
2%
2%
2%
1%
1%
1%
1%
1%
1%
0%
0%
0%
4%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
21
2009 North American Tissue Market by Producer
Remaining Manufacturing Base Highly Fragmented
Large Brand Manufacturers
Source:  Equity research.
1  Clearwater
Paper
tissue
hardroll
capacity
combined
with
Cellu
Tissue
tissue
hardroll
capacity.
1
The Combined Company Will Be the Sixth-Largest Manufacturer in the                 
North American Tissue Market


22
Conservative Pro Forma Capitalization
($ in millions)
1
As of June 30, 2010, Clearwater Paper is eligible to borrow under the credit facility at LIBOR plus 2.25%. Availability under the facility was reduced by $1.7 million of outstanding letters of
credit as of June 30, 2010.
2
$150.0 million face amount.
3
$234.5 million face amount.
4
See Appendix A: “Financial Detail”
for the definitions of Adjusted EBITDA and net debt as well as the reconciliation of Adjusted EBITDA to the most comparable GAAP measures.
5
Clearwater Paper liquidity defined as Cash & Cash equivalents plus availability under the Revolving Credit Facility, which was $113.3 million as of June 30, 2010. Clearwater Paper’s Revolving
Credit Facility of $125 million excludes $50 million accordion feature.
Clearwater
6/30/2010
Cellu
Tissue
5/27/2010
Pro Forma
Cash and Short-Term Investments
$333.0
$3.2
$ 126.5
Clearwater
Paper
Revolving
Credit
Facility
1
-
-
-
Clearwater
Paper
Senior
Unsecured
Notes
due
2016
2
148.4
-
148.4
Cellu
Tissue Revolving Credit Facility
-
8.0
-
Cellu
Tissue
Senior
Secured
Notes
due
2014
3
-
227.3
-
Cellu
Tissue Industrial Revenue Bonds
-
16.0
16.0
Clearwater New Senior Unsecured Notes
-
-
350.0
Total Debt
$148.4
$251.3 
$514.4  
LTM Adjusted EBITDA
4
$165.3
$73.7
$239.0 
Liquidity and Credit Statistics
Cash and Short-Term Investments
$333.0
$126.5
Available
Revolver
Amount
1
113.3
113.3
Total Liquidity
5
$446.3
$239.8
Total Debt / LTM Adjusted EBITDA
4
0.9x
2.2x
Net Debt / LTM Adjusted EBITDA
4
N/A
1.6x


23
Appendix A: Financial Detail


24
Reconciliation of GAAP to Non-GAAP:
Clearwater Paper EBITDA and Adjusted EBITDA
1  See page 27 for definitions of EBITDA and Adjusted EBITDA.
2006
2007
2008
2009
LTM 6/30/10
Net Earnings
$20.9 
$25.3 
$9.7 
$182.5 
$114.3 
Income Tax Provision
12.4 
14.1 
5.6 
93.2 
80.7 
Interest Expense, Net
13.1 
13.0 
13.1 
15.5 
16.9 
Depreciation & Amortization
54.3 
51.3 
47.0 
47.4 
47.7 
EBITDA
$100.6 
$103.7 
$75.4 
$338.6 
$259.6 
Debt Retirement Costs
-
-
-
6.3 
-
Alternative Fuel Mixture Tax Credit
--
--
--
(170.6)
(94.3)
Adjusted EBITDA
$100.6 
$103.7 
$75.4 
$174.2 
$165.3 
($ in millions)
1
1


25
Reconciliation of GAAP to Non-GAAP:
Clearwater Paper Segment EBITDA and Segment Adjusted EBITDA
($ in millions)
2006 
2007 
2008 
2009 
LTM 6/30/10
Consumer Products
Operating Income
$25.7 
$17.6 
$37.3 
$122.1 
$106.5 
Depreciation
15.8 
16.3 
15.7 
16.0 
16.4 
Segment EBITDA
$41.5 
$33.9 
$53.0 
$138.1 
$122.9 
Pulp & Paperboard
Operating Income
$32.2 
$45.0 
$4.4 
$191.9 
$127.1
Depreciation
38.0 
34.6 
30.8 
29.9 
29.4
Segment EBITDA
$70.2 
$79.5 
$35.3 
$221.8 
$156.5 
Alternative Fuel Mixture Tax Credit
--
--
--
(170.6)
(94.3)
Segment Adjusted EBITDA
$70.2 
$79.5 
$35.3 
$51.1 
$62.2 
1  See page 27 for definitions of Segment EBITDA and Segment Adjusted EBITDA.
1
1
1
1


26
Reconciliation of GAAP to Non-GAAP:
Cellu
Tissue EBITDA and Adjusted EBITDA
($ in millions)
2008
2009
2010
LTM 5/27/10
Net Earnings
$3.7
$6.6
$3.8
$0.1
Interest Expense
19.9
24.7
39.6
40.6
Income Tax Provision (Benefit)
(3.9)
(0.6)
7.5
2.8
Depreciation & Amortization
24.1
26.5
29.2
29.7
EBITDA
$43.8
$57.2
$80.1
$73.2
Accelerated Stock-based Compensation
--
--
1.1
1.1
Mississippi Sales Tax Audit
--
0.3
--
--
Terminated Acquisition Costs
2.1
0.1
--
--
Natural Dam Fire
--
--
0.3
--
Insurance Claim for Wrapper Damage
--
--
(0.5)
(0.5)
APF Transition and Related Costs
--
0.9
0.4
--
Restatement –
Legal / Accounting Fees
--
0.8
--
--
Mill Restructuring
0.2
--
--
--
Whistleblower Investigation
0.4
--
--
--
Adjusted EBITDA
$46.6
$59.3
$81.3
$73.7
1  See page 27 for definitions of EBITDA and Adjusted EBITDA.
1
1


27
Definitions of Non-GAAP Measures
Clearwater Paper Definitions of Non-GAAP Measures
EBITDA
is a non-GAAP measure that Clearwater Paper management uses to evaluate the cash generating capacity of Clearwater Paper. The
most directly comparable GAAP measure is net earnings.  EBITDA, as defined by Clearwater Paper management, is net earnings adjusted for net
interest
expense,
income
taxes,
and
depreciation
and
amortization.
It
should
not
be
considered
as
an
alternative
to
net
earnings
computed
under
GAAP.
Adjusted EBITDA
is a non-GAAP measure that Clearwater Paper management defines as EBITDA adjusted for nonrecurring expenses or income,
including debt retirement costs and alternative fuel tax credits.  The most directly comparable GAAP measure is net earnings.  It should not be
considered as an alternative to net earnings computed under GAAP.
Segment EBITDA
is a non-GAAP measure used by Clearwater Paper management. The most directly comparable GAAP measure is segment
operating
income.
Segment
EBITDA,
as
defined
by
Clearwater
Paper
management,
is
segment
operating
income
adjusted
for
segment
depreciation
and
amortization.
It
should
not
be
considered
as
an
alternative
to
segment
operating
income
computed
under
GAAP.
Segment
Adjusted
EBITDA
is
a
non-GAAP
measure
that
Clearwater
Paper
management
defines
as
Segment
EBITDA
adjusted
for
nonrecurring
expenses
or
income,
including
alternative
fuel
tax
credits.
The
most
directly
comparable
GAAP
measure
is
segment
operating
income.
It
should
not be considered as an alternative to segment operating income computed under GAAP.
Net debt
is a non-GAAP measure that Clearwater Paper management defines as total debt less cash and cash equivalents.
Cellu
Tissue Definitions of Non-GAAP Measures
EBITDA
is a non-GAAP measure.  Cellu
Tissue management defines EBITDA as earnings before interest expense, income taxes and depreciation
and
amortization.
EBITDA
is
a
supplemental
measure
of
operating
performance
that
does
not
represent
and
should
not
be
considered
as
an
alternative
to
net
income
or
cash
flow
from
operations,
as
determined
under
GAAP,
and
Cellu
Tissue’s
calculation
thereof
may
not
be
comparable
to that reported by other companies. EBITDA has limitations as an analytical tool and should not be considered in isolation, or as substitutes for
analysis of Cellu
Tissue’s results as reported under GAAP.
Adjusted
EBITDA
is
a
non-GAAP
measure.
Cellu
Tissue
management
defines
Adjusted
EBITDA
as
EBITDA
adjusted
to
reflect
the
additions
and
eliminations of specifically identified items.  EBITDA is a supplemental measure of operating performance that does not represent and should not
be
considered
as
an
alternative
to
net
income
or
cash
flow
from
operations,
as
determined
under
GAAP,
and
Cellu
Tissue’s
calculation
thereof
may
not
be
comparable
to
that
reported
by
other
companies.
EBITDA
has
limitations
as
an
analytical
tool
and
should
not
be
considered
in
isolation,
or
as
substitutes
for
analysis
of
Cellu
Tissue’s
results
as
reported
under
GAAP.
Segment EBITDA
is a non-GAAP measure. The most directly comparable GAAP measure is segment income (loss) from operations. Segment
EBITDA is defined as segment income (loss) from operations adjusted for segment depreciation. It should not be considered as an alternative to
segment operating income computed under GAAP.