Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information All of our directly and indirectly owned, domestic subsidiaries guarantee 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. We acquired Manchester Industries on December 16, 2016 and their results of operations, financial position and cash flows are included below as a guarantor entity. Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Twelve Months Ended December 31, 2016 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 1,685,327 $ 287,952 $ (238,516 ) $ 1,734,763 Cost and expenses: Cost of sales (1,468,691 ) (263,577 ) 236,641 (1,495,627 ) Selling, general and administrative expenses (113,766 ) (15,808 ) — (129,574 ) Gain on divested assets, net — 1,755 — 1,755 Total operating costs and expenses (1,582,457 ) (277,630 ) 236,641 (1,623,446 ) Income from operations 102,870 10,322 (1,875 ) 111,317 Interest expense, net (30,111 ) (189 ) — (30,300 ) Debt retirement costs (351 ) — — (351 ) Earnings before income taxes 72,408 10,133 (1,875 ) 80,666 Income tax provision (26,966 ) (4,802 ) 656 (31,112 ) Equity in earnings of subsidiary 5,331 — (5,331 ) — Net earnings $ 50,773 $ 5,331 $ (6,550 ) $ 49,554 Other comprehensive income, net of tax 3,795 — — 3,795 Comprehensive income $ 54,568 $ 5,331 $ (6,550 ) $ 53,349 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Twelve Months Ended December 31, 2015 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 1,683,890 $ 291,270 $ (222,759 ) $ 1,752,401 Cost and expenses: Cost of sales (1,458,121 ) (277,487 ) 222,759 (1,512,849 ) Selling, general and administrative expenses (108,414 ) (8,735 ) — (117,149 ) Gain on divested assets — 1,267 — 1,267 Total operating costs and expenses (1,566,535 ) (284,955 ) 222,759 (1,628,731 ) Income from operations 117,355 6,315 — 123,670 Interest expense, net (31,067 ) (115 ) — (31,182 ) Earnings before income taxes 86,288 6,200 — 92,488 Income tax provision (32,371 ) (3,724 ) (410 ) (36,505 ) Equity in loss of subsidiary 2,476 — (2,476 ) — Net earnings $ 56,393 $ 2,476 $ (2,886 ) $ 55,983 Other comprehensive income, net of tax 15,315 — — 15,315 Comprehensive income $ 71,708 $ 2,476 $ (2,886 ) $ 71,298 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Twelve Months Ended December 31, 2014 Guarantor Non-Guarantor (In thousands) Issuer Subsidiaries Subsidiaries Eliminations Total Net sales $ 1,573,912 $ 531,520 $ 43,929 $ (182,222 ) $ 1,967,139 Cost and expenses: Cost of sales (1,321,143 ) (526,192 ) (43,727 ) 182,222 (1,708,840 ) Selling, general and administrative expenses (107,141 ) (22,747 ) (214 ) — (130,102 ) Loss on divested assets — (40,159 ) — — (40,159 ) Impairment of assets — (8,227 ) — — (8,227 ) Total operating costs and expenses (1,428,284 ) (597,325 ) (43,941 ) 182,222 (1,887,328 ) Income (loss) from operations 145,628 (65,805 ) (12 ) — 79,811 Interest expense, net (39,091 ) (59 ) — — (39,150 ) Debt retirement costs (24,420 ) — — — (24,420 ) Earnings (loss) before income taxes 82,117 (65,864 ) (12 ) — 16,241 Income tax (provision) benefit (47,694 ) 7,439 (516 ) 22,215 (18,556 ) Equity in loss of subsidiary (58,953 ) (528 ) — 59,481 — Net loss $ (24,530 ) $ (58,953 ) $ (528 ) $ 81,696 $ (2,315 ) Other comprehensive loss, net of tax (12,770 ) — — — (12,770 ) Comprehensive loss $ (37,300 ) $ (58,953 ) $ (528 ) $ 81,696 $ (15,085 ) Clearwater Paper Corporation Consolidating Balance Sheet At December 31, 2016 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 19,586 $ 3,415 $ — $ 23,001 Receivables, net 130,098 27,252 (10,276 ) 147,074 Taxes receivable 15,143 35 (5,469 ) 9,709 Inventories 208,472 51,432 (1,875 ) 258,029 Other current assets 8,161 521 — 8,682 Total current assets 381,460 82,655 (17,620 ) 446,495 Property, plant and equipment, net 802,064 143,264 — 945,328 Goodwill 244,283 — — 244,283 Intangible assets, net 3,135 37,350 — 40,485 Intercompany receivable (payable) 30,034 (31,909 ) 1,875 — Investment in subsidiary 145,089 — (145,089 ) — Other assets, net 8,433 2,853 (3,535 ) 7,751 TOTAL ASSETS $ 1,614,498 $ 234,213 $ (164,369 ) $ 1,684,342 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Borrowings under revolving credit facilities $ 135,000 $ — $ — $ 135,000 Accounts payable and accrued liabilities $ 202,187 $ 37,257 $ (15,745 ) $ 223,699 Current liability for pensions and other postretirement employee benefits 7,821 — — 7,821 Total current liabilities 345,008 37,257 (15,745 ) 366,520 Long-term debt 569,755 — — 569,755 Liability for pensions and other postretirement employee benefits 81,812 — — 81,812 Other long-term obligations 41,424 352 — 41,776 Accrued taxes 1,614 820 — 2,434 Deferred tax liabilities 105,012 50,695 (3,535 ) 152,172 TOTAL LIABILITES 1,144,625 89,124 (19,280 ) 1,214,469 Stockholders' equity excluding accumulated other comprehensive loss 521,626 145,089 (145,089 ) 521,626 Accumulated other comprehensive loss, net of tax (51,753 ) — — (51,753 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,614,498 $ 234,213 $ (164,369 ) $ 1,684,342 Clearwater Paper Corporation Consolidating Balance Sheet At December 31, 2015 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 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 ) — Other assets, net 4,738 79 — 4,817 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 TOTAL LIABILITIES 991,796 59,569 1,138 1,052,503 Accumulated other comprehensive loss, net of tax (55,548 ) — — (55,548 ) Stockholders’ equity excluding accumulated other comprehensive loss 530,414 139,758 (139,758 ) 530,414 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,466,662 $ 199,327 $ (138,620 ) $ 1,527,369 Clearwater Paper Corporation Consolidating Statement of Cash Flows Twelve Months Ended December 31, 2016 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 50,773 $ 5,331 $ (6,550 ) $ 49,554 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 68,496 22,594 — 91,090 Equity-based compensation expense 12,385 — — 12,385 Deferred tax provision 18,860 605 (1,138 ) 18,327 Employee benefit plans (1,979 ) — — (1,979 ) Deferred issuance costs on debt 1,242 — — 1,242 Disposal of plant and equipment, net 781 600 — 1,381 Non-cash adjustments to unrecognized taxes 740 18 — 758 Changes in working capital, net of acquisition (642 ) 774 (3,594 ) (3,462 ) Change in taxes receivable, net 1,078 (1,405 ) 5,469 5,142 Excess tax benefits from equity-based payment arrangements (312 ) — — (312 ) Other, net (1,592 ) (921 ) 1,138 (1,375 ) Net cash flows from operating activities 149,830 27,596 (4,675 ) 172,751 CASH FLOWS FROM INVESTING ACTIVITIES Change in short-term investments, net 250 — — 250 Additions to plant and equipment (145,579 ) (9,770 ) — (155,349 ) Acquisition of Manchester Industries, net of cash acquired (67,443 ) — — (67,443 ) Proceeds from the sale of assets — 36 — 36 Net cash flows from investing activities (212,772 ) (9,734 ) — (222,506 ) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (65,327 ) — — (65,327 ) Borrowings on revolving credit facilities 1,273,959 — — 1,273,959 Repayments of revolving credit facilities' borrowings (1,138,959 ) — — (1,138,959 ) Payments for debt issuance costs (1,906 ) — — (1,906 ) Investment from (to) parent 9,772 (14,447 ) 4,675 — Payment of tax withholdings on equity- based payment arrangements (933 ) — — (933 ) Excess tax benefits from equity-based payment arrangements 312 — — 312 Net cash flows from financing activities 76,918 (14,447 ) 4,675 67,146 Increase in cash and cash equivalents 13,976 3,415 — 17,391 Cash and cash equivalents at beginning of period 5,610 — — 5,610 Cash and cash equivalents at end of period $ 19,586 $ 3,415 $ — $ 23,001 Clearwater Paper Corporation Consolidating Statement of Cash Flows Twelve Months Ended December 31, 2015 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 56,393 $ 2,476 $ (2,886 ) $ 55,983 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 65,078 19,654 — 84,732 Equity-based compensation expense 4,557 — — 4,557 Deferred tax provision 9,944 3,178 2,959 16,081 Employee benefit plans 3,011 — — 3,011 Deferred issuance costs on debt 928 — — 928 Disposal of plant and equipment, net 1,587 (95 ) — 1,492 Non-cash adjustments to unrecognized taxes (1,028 ) 8 — (1,020 ) Changes in working capital, net 11,809 3,032 — 14,841 Change in taxes receivable, net (9,461 ) (14,388 ) 10,253 (13,596 ) Excess tax benefits from equity-based payment arrangements (1,433 ) — — (1,433 ) Funding of qualified pension plans (3,179 ) — — (3,179 ) Other, net (1,591 ) (1,131 ) — (2,722 ) Net cash flows from operating activities 136,615 12,734 10,326 159,675 CASH FLOWS FROM INVESTING ACTIVITIES Change in short-term investments, net 49,750 — — 49,750 Additions to plant and equipment (121,720 ) (7,182 ) — (128,902 ) Proceeds from the sale of assets — 604 — 604 Net cash flows from investing activities (71,970 ) (6,578 ) — (78,548 ) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (99,990 ) — — (99,990 ) Investment from (to) parent 16,482 (6,156 ) (10,326 ) — Payment of tax withholdings on equity-based payment arrangements (4,152 ) — — (4,152 ) Excess tax benefits from equity-based payment arrangements 1,433 — — 1,433 Other, net (139 ) — — (139 ) Net cash flows from financing activities (86,366 ) (6,156 ) (10,326 ) (102,848 ) Decrease in cash and cash equivalents (21,721 ) — — (21,721 ) Cash and cash equivalents at beginning of period 27,331 — — 27,331 Cash and cash equivalents at end of period $ 5,610 $ — $ — $ 5,610 Clearwater Paper Corporation Consolidating Statement of Cash Flows Twelve Months Ended December 31, 2014 (In thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (24,530 ) $ (58,953 ) $ (528 ) $ 81,696 $ (2,315 ) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation and amortization 59,373 28,468 2,304 — 90,145 Equity-based compensation expense 12,790 — — — 12,790 impairment of assets — 8,227 — — 8,227 Deferred tax provision (benefit) 50,943 (21,921 ) (2,538 ) (12,671 ) 13,813 Employee benefit plans 2,115 — — — 2,115 Deferred issuance costs on debt 6,141 — — — 6,141 Loss on divestiture of assets — 29,059 — — 29,059 Disposal of plant and equipment, net 471 488 — — 959 Non-cash adjustments to unrecognized taxes 472 173 (317 ) — 328 Changes in working capital, net (8,162 ) (4,711 ) 625 — (12,248 ) Change in taxes receivable, net (3,051 ) 79 121 12,099 9,248 Excess tax benefits from equity-based payment arrangements (864 ) — — — (864 ) Funding of qualified pension plans (16,955 ) — — — (16,955 ) Other, net (636 ) (707 ) — — (1,343 ) Net cash flows from operating activities 78,107 (19,798 ) (333 ) 81,124 139,100 CASH FLOWS FROM INVESTING ACTIVITIES Change in short-term investments, net 20,000 — — — 20,000 Additions to plant and equipment (73,223 ) (19,450 ) (355 ) — (93,028 ) Net Proceeds from divested assets 107,740 — — — 107,740 Proceeds from the sale of assets 38 937 — — 975 Net cash flows from investing activities 54,555 (18,513 ) (355 ) — 35,687 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt 300,000 — — — 300,000 Repayment of long-term debt (375,000 ) — — — (375,000 ) Purchase of treasury stock (100,000 ) — — — (100,000 ) Investment from (to) parent 47,527 38,311 (4,714 ) (81,124 ) — Payments for debt issuance costs (3,002 ) — — — (3,002 ) Payment of tax withholdings on equity-based payment arrangements (1,523 ) — — — (1,523 ) Excess tax benefits from equity-based payment arrangements 864 — — — 864 Other, net 7,530 — — — 7,530 Net cash flows from financing activities (123,604 ) 38,311 (4,714 ) (81,124 ) (171,131 ) Increase (decrease) in cash and cash equivalents 9,058 — (5,402 ) — 3,656 Cash and cash equivalents at beginning of period 18,273 — 5,402 — 23,675 Cash and cash equivalents at end of period $ 27,331 $ — $ — $ — $ 27,331 |