Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information All of our direct and indirect subsidiaries guarantee 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 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 September 30, 2016 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 421,617 $ 70,912 $ (57,209 ) $ 435,320 Cost and expenses: Cost of sales (388,817 ) (64,997 ) 57,209 (396,605 ) Selling, general and administrative expenses (27,453 ) (1,982 ) — (29,435 ) Total operating costs and expenses (416,270 ) (66,979 ) 57,209 (426,040 ) Income from operations 5,347 3,933 — 9,280 Interest expense, net (7,411 ) (109 ) — (7,520 ) (Loss) earnings before income taxes (2,064 ) 3,824 — 1,760 Income tax benefit (provision) 661 (1,520 ) — (859 ) Equity in income of subsidiary 2,304 — (2,304 ) — Net earnings $ 901 $ 2,304 $ (2,304 ) $ 901 Other comprehensive income, net of tax 1,759 — — 1,759 Comprehensive income $ 2,660 $ 2,304 $ (2,304 ) $ 2,660 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Nine Months Ended September 30, 2016 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 1,266,300 $ 216,361 $ (173,466 ) $ 1,309,195 Cost and expenses: Cost of sales (1,102,229 ) (198,340 ) 173,466 (1,127,103 ) Selling, general and administrative expenses (85,107 ) (9,778 ) — (94,885 ) Total operating costs and expenses (1,187,336 ) (208,118 ) 173,466 (1,221,988 ) Income from operations 78,964 8,243 — 87,207 Interest expense, net (22,427 ) (132 ) — (22,559 ) Earnings before income taxes 56,537 8,111 — 64,648 Income tax provision (20,933 ) (3,504 ) — (24,437 ) Equity in income of subsidiary 4,607 — (4,607 ) — Net earnings $ 40,211 $ 4,607 $ (4,607 ) $ 40,211 Other comprehensive income, net of tax 2,585 — — 2,585 Comprehensive income $ 42,796 $ 4,607 $ (4,607 ) $ 42,796 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended September 30, 2015 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 450,055 $ 77,261 $ (85,094 ) $ 442,222 Cost and expenses: Cost of sales (393,237 ) (65,749 ) 85,094 (373,892 ) Selling, general and administrative expenses (25,130 ) (3,154 ) — (28,284 ) Total operating costs and expenses (418,367 ) (68,903 ) 85,094 (402,176 ) Income from operations 31,688 8,358 — 40,046 Interest expense, net (7,847 ) (35 ) — (7,882 ) Earnings before income taxes 23,841 8,323 — 32,164 Income tax (provision) benefit (4,616 ) 153 (4,637 ) (9,100 ) Equity in income of subsidiary 8,476 — (8,476 ) — Net earnings $ 27,701 $ 8,476 $ (13,113 ) $ 23,064 Other comprehensive income, net of tax 1,601 — — 1,601 Comprehensive income $ 29,302 $ 8,476 $ (13,113 ) $ 24,665 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Nine Months Ended September 30, 2015 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 1,246,886 $ 220,860 $ (146,940 ) $ 1,320,806 Cost and expenses: Cost of sales (1,086,997 ) (208,014 ) 146,940 (1,148,071 ) Selling, general and administrative expenses (75,349 ) (10,030 ) — (85,379 ) Total operating costs and expenses (1,162,346 ) (218,044 ) 146,940 (1,233,450 ) Income from operations 84,540 2,816 — 87,356 Interest expense, net (23,329 ) (109 ) — (23,438 ) Earnings before income taxes 61,211 2,707 — 63,918 Income tax provision (17,525 ) (1,030 ) (945 ) (19,500 ) Equity in income of subsidiary 1,677 — (1,677 ) — Net earnings $ 45,363 $ 1,677 $ (2,622 ) $ 44,418 Other comprehensive income, net of tax 4,802 — — 4,802 Comprehensive income $ 50,165 $ 1,677 $ (2,622 ) $ 49,220 Clearwater Paper Corporation Consolidating Balance Sheet At September 30, 2016 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 331 $ — $ — $ 331 Receivables, net 119,848 14,536 — 134,384 Taxes receivable 10,043 38 (2,447 ) 7,634 Inventories 216,702 35,424 — 252,126 Other current assets 4,912 502 — 5,414 Total current assets 351,836 50,500 (2,447 ) 399,889 Property, plant and equipment, net 777,014 137,931 — 914,945 Goodwill 209,087 — — 209,087 Intangible assets, net 3,396 12,884 — 16,280 Intercompany (payable) receivable (5,026 ) 5,026 — — Investment in subsidiary 144,365 — (144,365 ) — Pension assets 2,035 — — 2,035 Other assets, net 5,781 1,154 (1,357 ) 5,578 TOTAL ASSETS $ 1,488,488 $ 207,495 $ (148,169 ) $ 1,547,814 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Revolving credit facility borrowings $ 13,012 $ — $ — $ 13,012 Accounts payable and accrued liabilities 201,752 24,498 (2,447 ) 223,803 Current liability for pensions and other postretirement employee benefits 7,559 — — 7,559 Total current liabilities 222,323 24,498 (2,447 ) 244,374 Long-term debt 569,563 — — 569,563 Liability for pensions and other postretirement employee benefits 85,991 — — 85,991 Other long-term obligations 41,961 349 — 42,310 Accrued taxes 708 815 — 1,523 Deferred tax liabilities 96,739 37,468 (1,357 ) 132,850 Stockholders' equity excluding accumulated other comprehensive loss 524,166 144,365 (144,365 ) 524,166 Accumulated other comprehensive loss, (52,963 ) — — (52,963 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,488,488 $ 207,495 $ (148,169 ) $ 1,547,814 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 Nine Months Ended September 30, 2016 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 40,211 $ 4,607 $ (4,607 ) $ 40,211 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 50,214 15,707 — 65,921 Equity-based compensation expense 9,826 — — 9,826 Deferred tax provision (benefit) 11,641 1,826 (1,138 ) 12,329 Employee benefit plans (500 ) — — (500 ) Deferred issuance costs on long-term debt 637 — — 637 Disposal of plant and equipment, net 30 — — 30 Non-cash adjustments to unrecognized taxes (166 ) 13 — (153 ) Changes in working capital, net 1,961 4,531 (2,447 ) 4,045 Changes in taxes receivable, net 6,178 (1,408 ) 2,447 7,217 Excess tax benefits from equity-based payment arrangements (157 ) — — (157 ) Other, net (1,048 ) (613 ) 1,138 (523 ) Net cash flows from operating activities 118,827 24,663 (4,607 ) 138,883 CASH FLOWS FROM INVESTING ACTIVITIES Changes in short-term investments, net 250 — — 250 Additions to plant and equipment (99,912 ) (5,602 ) — (105,514 ) Net cash flows from investing activities (99,662 ) (5,602 ) — (105,264 ) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (51,528 ) — — (51,528 ) Investment from (to) parent 14,454 (19,061 ) 4,607 — Borrowings on revolving credit facility 944,844 — — 944,844 Repayments of revolving credit facility borrowings (931,832 ) — — (931,832 ) Payment of tax withholdings on equity-based payment arrangements (488 ) — — (488 ) Excess tax benefits from equity-based payment arrangements 157 — — 157 Other, net (51 ) — — (51 ) Net cash flows from financing activities (24,444 ) (19,061 ) 4,607 (38,898 ) Decrease in cash and cash equivalents (5,279 ) — — (5,279 ) Cash and cash equivalents at beginning of period 5,610 — — 5,610 Cash and cash equivalents at end of period $ 331 $ — $ — $ 331 Clearwater Paper Corporation Consolidating Statement of Cash Flows Nine Months Ended September 30, 2015 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 45,363 $ 1,677 $ (2,622 ) $ 44,418 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 47,854 14,990 — 62,844 Equity-based compensation expense 2,495 — — 2,495 Deferred tax (benefit) provision (14,631 ) 150 2,078 (12,403 ) Employee benefit plans 2,122 — — 2,122 Deferred issuance costs on long-term debt 714 — — 714 Disposal of plant and equipment, net 1,203 (94 ) — 1,109 Non-cash adjustments to unrecognized taxes (1,126 ) 3 — (1,123 ) Changes in working capital, net 15,656 (185 ) — 15,471 Changes in taxes receivable, net 6,760 (15,758 ) 10,253 1,255 Excess tax benefits from equity-based payment arrangements (3,848 ) — — (3,848 ) Funding of qualified pension plans (3,179 ) — — (3,179 ) Other, net (1,261 ) (1,059 ) — (2,320 ) Net cash flows from operating activities 98,122 (276 ) 9,709 107,555 CASH FLOWS FROM INVESTING ACTIVITIES Changes in short-term investments, net 40,000 — — 40,000 Additions to plant and equipment (74,002 ) (4,459 ) — (78,461 ) Proceeds from sale of assets — 587 — 587 Net cash flows from investing activities (34,002 ) (3,872 ) — (37,874 ) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (84,305 ) — — (84,305 ) Investment from parent 5,561 4,148 (9,709 ) — Payment of tax withholdings on equity-based payment arrangements (3,129 ) — — (3,129 ) Excess tax benefits from equity-based payment arrangements 3,848 — — 3,848 Other, net (9 ) — — (9 ) Net cash flows from financing activities (78,034 ) 4,148 (9,709 ) (83,595 ) Decrease in cash (13,914 ) — — (13,914 ) Cash at beginning of period 27,331 — — 27,331 Cash at end of period $ 13,417 $ — $ — $ 13,417 |