Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information All of our direct and indirect subsidiaries guarantee our $300 million aggregate principal amount of 5.375% senior notes issued in 2014 and due 2025, which we refer to as the 2014 Notes, and our $275 million aggregate principal amount of 4.5% senior notes issued in January 2013 and due 2023, which we refer to as the 2013 Notes, on a joint and several basis. There are no significant restrictions on the ability of the guarantor subsidiaries to make distributions to Clearwater Paper, the issuer of the 2014 Notes and 2013 Notes. The following tables present the results of operations, financial position and cash flows of Clearwater Paper and its subsidiaries, the guarantor and non-guarantor entities, and the eliminations necessary to arrive at the information for Clearwater Paper on a consolidated basis. Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended June 30, 2016 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 425,637 $ 67,824 $ (56,790 ) $ 436,671 Cost and expenses: Cost of sales (356,698 ) (61,943 ) 56,790 (361,851 ) Selling, general and administrative expenses (30,817 ) (3,838 ) — (34,655 ) Total operating costs and expenses (387,515 ) (65,781 ) 56,790 (396,506 ) Income from operations 38,122 2,043 — 40,165 Interest expense, net (7,373 ) (23 ) — (7,396 ) Earnings before income taxes 30,749 2,020 — 32,769 Income tax provision (11,124 ) (781 ) — (11,905 ) Equity in income of subsidiary 1,239 — (1,239 ) — Net earnings $ 20,864 $ 1,239 $ (1,239 ) $ 20,864 Other comprehensive income, net of tax 171 — — 171 Comprehensive income $ 21,035 $ 1,239 $ (1,239 ) $ 21,035 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Six Months Ended June 30, 2016 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 844,683 $ 145,449 $ (116,257 ) $ 873,875 Cost and expenses: Cost of sales (713,412 ) (133,343 ) 116,257 (730,498 ) Selling, general and administrative expenses (57,654 ) (7,796 ) — (65,450 ) Total operating costs and expenses (771,066 ) (141,139 ) 116,257 (795,948 ) Income from operations 73,617 4,310 — 77,927 Interest expense, net (15,016 ) (23 ) — (15,039 ) Earnings before income taxes 58,601 4,287 — 62,888 Income tax provision (21,594 ) (1,984 ) — (23,578 ) Equity in loss of subsidiary 2,303 — (2,303 ) — Net earnings $ 39,310 $ 2,303 $ (2,303 ) $ 39,310 Other comprehensive income, net of tax 826 — — 826 Comprehensive income $ 40,136 $ 2,303 $ (2,303 ) $ 40,136 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended June 30, 2015 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 401,444 $ 70,271 $ (27,157 ) $ 444,558 Cost and expenses: Cost of sales (342,714 ) (68,790 ) 27,157 (384,347 ) Selling, general and administrative expenses (25,431 ) (2,707 ) — (28,138 ) Total operating costs and expenses (368,145 ) (71,497 ) 27,157 (412,485 ) Income (loss) from operations 33,299 (1,226 ) — 32,073 Interest expense, net (7,715 ) (59 ) — (7,774 ) Earnings (loss) before income taxes 25,584 (1,285 ) — 24,299 Income tax provision (9,681 ) (841 ) 1,820 (8,702 ) Equity in income of subsidiary (2,126 ) — 2,126 — Net earnings (loss) $ 13,777 $ (2,126 ) $ 3,946 $ 15,597 Other comprehensive income, net of tax 1,644 — — 1,644 Comprehensive income (loss) $ 15,421 $ (2,126 ) $ 3,946 $ 17,241 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Six Months Ended June 30, 2015 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 796,831 $ 143,599 $ (61,846 ) $ 878,584 Cost and expenses: Cost of sales (693,760 ) (142,265 ) 61,846 (774,179 ) Selling, general and administrative expenses (50,219 ) (6,876 ) — (57,095 ) Total operating costs and expenses (743,979 ) (149,141 ) 61,846 (831,274 ) Income (loss) from operations 52,852 (5,542 ) — 47,310 Interest expense, net (15,482 ) (74 ) — (15,556 ) Earnings (loss) before income taxes 37,370 (5,616 ) — 31,754 Income tax provision (12,909 ) (1,183 ) 3,692 (10,400 ) Equity in loss of subsidiary (6,799 ) — 6,799 — Net earnings (loss) $ 17,662 $ (6,799 ) $ 10,491 $ 21,354 Other comprehensive income, net of tax 3,201 — — 3,201 Comprehensive income (loss) $ 20,863 $ (6,799 ) $ 10,491 $ 24,555 Clearwater Paper Corporation Consolidating Balance Sheet At June 30, 2016 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 9,395 $ — $ — $ 9,395 Restricted cash 2,270 — — 2,270 Receivables, net 127,823 15,238 — 143,061 Taxes receivable 2,221 35 (1,512 ) 744 Inventories 216,891 32,043 — 248,934 Other current assets 7,196 463 — 7,659 Total current assets 365,796 47,779 (1,512 ) 412,063 Property, plant and equipment, net 740,687 141,288 — 881,975 Goodwill 209,087 — — 209,087 Intangible assets, net 3,657 13,860 — 17,517 Intercompany receivable (payable) (1,147 ) 1,147 — — Investment in subsidiary 142,061 — (142,061 ) — Pension assets 1,555 — — 1,555 Other assets, net 5,043 844 (1,352 ) 4,535 TOTAL ASSETS $ 1,466,739 $ 204,918 $ (144,925 ) $ 1,526,732 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 185,769 $ 24,035 $ (1,512 ) $ 208,292 Current liability for pensions and other postretirement employee benefits 7,559 — — 7,559 Total current liabilities 193,328 24,035 (1,512 ) 215,851 Long-term debt 569,371 — — 569,371 Liability for pensions and other postretirement employee benefits 86,465 — — 86,465 Other long-term obligations 42,458 415 — 42,873 Accrued taxes 705 811 — 1,516 Deferred tax liabilities 91,518 37,596 (1,352 ) 127,762 Stockholders' equity excluding accumulated other comprehensive loss 537,616 142,061 (142,061 ) 537,616 Accumulated other comprehensive loss, (54,722 ) — — (54,722 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,466,739 $ 204,918 $ (144,925 ) $ 1,526,732 Clearwater Paper Corporation Consolidating Balance Sheet At December 31, 2015 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash $ 5,610 $ — $ — $ 5,610 Restricted cash 2,270 — — 2,270 Short-term investments 250 — — 250 Receivables, net 123,131 15,921 — 139,052 Taxes receivable 16,221 (1,370 ) — 14,851 Inventories 219,130 36,443 — 255,573 Other current assets 8,838 493 — 9,331 Total current assets 375,450 51,487 — 426,937 Property, plant and equipment, net 719,436 147,102 — 866,538 Goodwill 209,087 — — 209,087 Intangible assets, net 4,180 15,810 — 19,990 Intercompany receivable (payable) 14,013 (15,151 ) 1,138 — Investment in subsidiary 139,758 — (139,758 ) — Pension assets 596 — — 596 Other assets, net 4,142 79 — 4,221 TOTAL ASSETS $ 1,466,662 $ 199,327 $ (138,620 ) $ 1,527,369 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 196,891 $ 23,477 $ — $ 220,368 Current liability for pensions and other postretirement employee benefits 7,559 — — 7,559 Total current liabilities 204,450 23,477 — 227,927 Long-term debt 568,987 — — 568,987 Liability for pensions and other postretirement employee benefits 89,057 — — 89,057 Other long-term obligations 46,182 556 — 46,738 Accrued taxes 874 802 — 1,676 Deferred tax liabilities 82,246 34,734 1,138 118,118 Stockholders’ equity excluding 530,414 139,758 (139,758 ) 530,414 Accumulated other comprehensive loss, net of tax (55,548 ) — — (55,548 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,466,662 $ 199,327 $ (138,620 ) $ 1,527,369 Clearwater Paper Corporation Consolidating Statement of Cash Flows Six Months Ended June 30, 2016 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 39,310 $ 2,303 $ (2,303 ) $ 39,310 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 32,905 10,269 — 43,174 Equity-based compensation expense 7,716 — — 7,716 Deferred tax provision 7,858 1,954 (1,138 ) 8,674 Employee benefit plans (2,561 ) — — (2,561 ) Deferred issuance costs on long-term debt 419 — — 419 Non-cash adjustments to unrecognized taxes (169 ) 9 — (160 ) Changes in working capital, net (18,437 ) 6,555 (1,512 ) (13,394 ) Changes in taxes receivable, net 14,000 (1,405 ) 1,512 14,107 Excess tax benefits from equity-based payment arrangements (148 ) — — (148 ) Other, net (706 ) (16 ) — (722 ) Net cash flows from operating activities 80,187 19,669 (3,441 ) 96,415 CASH FLOWS FROM INVESTING ACTIVITIES Changes in short-term investments, net 250 — — 250 Additions to plant and equipment (54,049 ) (3,345 ) — (57,394 ) Net cash flows from investing activities (53,799 ) (3,345 ) — (57,144 ) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (35,168 ) — — (35,168 ) Investment from (to) parent 12,883 (16,324 ) 3,441 — Borrowings on revolving credit facility 477,169 — — 477,169 Repayments of revolving credit facility borrowings (477,169 ) — — (477,169 ) Payment of tax withholdings on equity-based payment arrangements (466 ) — — (466 ) Excess tax benefits from equity-based payment arrangements 148 — — 148 Net cash flows from financing activities (22,603 ) (16,324 ) 3,441 (35,486 ) Decrease in cash and cash equivalents 3,785 — — 3,785 Cash and cash equivalents at beginning of period 5,610 — — 5,610 Cash and cash equivalents at end of period $ 9,395 $ — $ — $ 9,395 Clearwater Paper Corporation Consolidating Statement of Cash Flows Six Months Ended June 30, 2015 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings (loss) $ 17,662 $ (6,799 ) $ 10,491 $ 21,354 Adjustments to reconcile net earnings (loss) to net cash flows from operating activities: Depreciation and amortization 31,792 9,848 — 41,640 Equity-based compensation expense 2,019 — — 2,019 Deferred tax (benefit) provision (4,751 ) 296 1,975 (2,480 ) Employee benefit plans 1,438 — — 1,438 Deferred issuance costs on long-term debt 446 — — 446 Disposal of plant and equipment, net 303 (31 ) — 272 Non-cash adjustments to unrecognized taxes (977 ) (2 ) — (979 ) Changes in working capital, net 23,859 5,450 — 29,309 Changes in taxes receivable, net 6,760 (15,758 ) 10,253 1,255 Excess tax benefits from equity-based payment arrangements (1,459 ) — — (1,459 ) Funding of qualified pension plans (3,179 ) — — (3,179 ) Other, net (703 ) (1,023 ) — (1,726 ) Net cash flows from operating activities 73,210 (8,019 ) 22,719 87,910 CASH FLOWS FROM INVESTING ACTIVITIES Changes in short-term investments, net (10,000 ) — — (10,000 ) Additions to plant and equipment (52,526 ) (3,012 ) — (55,538 ) Proceeds from sale of assets — 507 — 507 Net cash flows from investing activities (62,526 ) (2,505 ) — (65,031 ) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (37,148 ) — — (37,148 ) Investment from parent 12,195 10,524 (22,719 ) — Payment of tax withholdings on equity-based payment arrangements (3,048 ) — — (3,048 ) Excess tax benefits from equity-based payment arrangements 1,459 — — 1,459 Other, net (8 ) — — (8 ) Net cash flows from financing activities (26,550 ) 10,524 (22,719 ) (38,745 ) Decrease in cash (15,866 ) — — (15,866 ) Cash at beginning of period 27,331 — — 27,331 Cash at end of period $ 11,465 $ — $ — $ 11,465 |