Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information All of our direct and indirect subsidiaries guarantee the 2014 Notes and 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, 2015 Guarantor Non-Guarantor (In thousands) Issuer Subsidiaries Subsidiary 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 loss 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 Non-Guarantor (In thousands) Issuer Subsidiaries 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 Statement of Operations and Comprehensive Income (Loss) Three Months Ended June 30, 2014 Guarantor Non-Guarantor (In thousands) Issuer Subsidiaries Subsidiary Eliminations Total Net sales $ 401,866 $ 133,972 $ 14,180 $ (51,259 ) $ 498,759 Cost and expenses: Cost of sales (341,902 ) (131,114 ) (12,354 ) 51,259 (434,111 ) Selling, general and administrative expenses (25,907 ) (5,320 ) (338 ) — (31,565 ) Total operating costs and expenses (367,809 ) (136,434 ) (12,692 ) 51,259 (465,676 ) Income (loss) from operations 34,057 (2,462 ) 1,488 — 33,083 Interest expense, net (10,681 ) (7 ) — — (10,688 ) Earnings (loss) before income taxes 23,376 (2,469 ) 1,488 — 22,395 Income tax provision (7,272 ) (5,675 ) (390 ) 3,395 (9,942 ) Equity in (loss) income of subsidiary (7,046 ) 1,098 — 5,948 — Net earnings (loss) $ 9,058 $ (7,046 ) $ 1,098 $ 9,343 $ 12,453 Other comprehensive income, net of tax 920 — — — 920 Comprehensive income (loss) $ 9,978 $ (7,046 ) $ 1,098 $ 9,343 $ 13,373 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Six Months Ended June 30, 2014 Guarantor Non-Guarantor (In thousands) Issuer Subsidiaries Subsidiaries Eliminations Total Net sales $ 786,487 $ 272,645 $ 27,064 $ (102,517 ) $ 983,679 Cost and expenses: Cost of sales (660,294 ) (277,203 ) (25,760 ) 102,517 (860,740 ) Selling, general and administrative expenses (53,566 ) (10,837 ) (676 ) — (65,079 ) Impairment of assets — (4,259 ) — — (4,259 ) Total operating costs and expenses (713,860 ) (292,299 ) (26,436 ) 102,517 (930,078 ) Income (loss) from operations 72,627 (19,654 ) 628 — 53,601 Interest expense, net (21,404 ) (18 ) — — (21,422 ) Earnings (loss) before income taxes 51,223 (19,672 ) 628 — 32,179 Income tax (provision) benefit (20,749 ) 3,697 (184 ) 3,736 (13,500 ) Equity in (loss) earnings of subsidiary (15,531 ) 444 — 15,087 — Net earnings (loss) $ 14,943 $ (15,531 ) $ 444 $ 18,823 $ 18,679 Other comprehensive income, net of tax 2,404 — — — 2,404 Comprehensive income (loss) $ 17,347 $ (15,531 ) $ 444 $ 18,823 $ 21,083 Clearwater Paper Corporation Consolidating Balance Sheet At June 30, 2015 (In thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Eliminations Total ASSETS Current assets: Cash $ 11,465 $ — $ — $ — $ 11,465 Restricted cash 2,270 — — — 2,270 Short-term investments 60,000 — — — 60,000 Receivables, net 124,051 17,444 — (405 ) 141,090 Inventories 212,773 35,507 — — 248,280 Deferred tax assets 18,273 2,720 — (154 ) 20,839 Prepaid expenses 7,397 472 — — 7,869 Total current assets 436,229 56,143 — (559 ) 491,813 Property, plant and equipment, net 675,758 147,914 — — 823,672 Goodwill 209,087 — — — 209,087 Intangible assets, net 4,702 17,771 — — 22,473 Intercompany receivable (payable) 31,877 (32,031 ) — 154 — Investment in subsidiary 130,483 — — (130,483 ) — Pension assets 8,098 — — — 8,098 Other assets, net 6,352 1,042 — — 7,394 TOTAL ASSETS $ 1,502,586 $ 190,839 $ — $ (130,888 ) $ 1,562,537 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 191,723 $ 23,383 $ — $ (405 ) $ 214,701 Current liability for pensions and other postretirement employee benefits 7,915 — — — 7,915 Total current liabilities 199,638 23,383 — (405 ) 222,616 Long-term debt 575,000 — — — 575,000 Liability for pensions and other postretirement employee benefits 114,835 — — — 114,835 Other long-term obligations 50,078 701 — — 50,779 Accrued taxes 925 792 — — 1,717 Deferred tax liabilities 74,809 35,480 — — 110,289 Accumulated other comprehensive loss, net of tax (67,662 ) — — — (67,662 ) Stockholders’ equity excluding accumulated other comprehensive loss 554,963 130,483 — (130,483 ) 554,963 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,502,586 $ 190,839 $ — $ (130,888 ) $ 1,562,537 Clearwater Paper Corporation Consolidating Balance Sheet At December 31, 2014 (In thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Eliminations Total ASSETS Current assets: Cash $ 27,331 $ — $ — $ — $ 27,331 Restricted cash 1,500 — — — 1,500 Short-term investments 50,000 — — — 50,000 Receivables, net 117,970 16,557 — (613 ) 133,914 Taxes receivable 6,760 (15,758 ) — 10,253 1,255 Inventories 246,210 40,416 — — 286,626 Deferred tax assets 14,733 5,206 — 1,821 21,760 Prepaid expenses 3,734 457 — — 4,191 Total current assets 468,238 46,878 — 11,461 526,577 Property, plant and equipment, net 657,369 153,618 — — 810,987 Goodwill 209,087 — — — 209,087 Intangible assets, net 5,224 19,732 — — 24,956 Intercompany receivable (payable) 33,703 (21,629 ) — (12,074 ) — Investment in subsidiary 137,282 — — (137,282 ) — Pension assets 4,738 — — — 4,738 Other assets, net 8,496 1,087 — — 9,583 TOTAL ASSETS $ 1,524,137 $ 199,686 $ — $ (137,895 ) $ 1,585,928 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 193,326 $ 23,113 $ — $ (613 ) $ 215,826 Current liability for pensions and other postretirement employee benefits 7,915 — — — 7,915 Total current liabilities 201,241 23,113 — (613 ) 223,741 Long-term debt 575,000 — — — 575,000 Liability for pensions and other postretirement employee benefits 118,464 — — — 118,464 Other long-term obligations 56,029 827 — — 56,856 Accrued taxes 1,902 794 — — 2,696 Deferred tax liabilities 73,964 37,670 — — 111,634 Accumulated other comprehensive loss, net of tax (70,863 ) — — — (70,863 ) Stockholders’ equity excluding accumulated other comprehensive loss 568,400 137,282 — (137,282 ) 568,400 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,524,137 $ 199,686 $ — $ (137,895 ) $ 1,585,928 Clearwater Paper Corporation Consolidating Statement of Cash Flows Six Months Ended June 30, 2015 (In thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary 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 and discounts 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 the 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 Clearwater Paper Corporation Consolidating Statement of Cash Flows Six Months Ended June 30, 2014 (In thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings (loss) $ 14,943 $ (15,531 ) $ 444 $ 18,823 $ 18,679 Adjustments to reconcile net earnings (loss) to net cash flows from operating activities: Depreciation and amortization 28,559 14,515 1,172 — 44,246 Equity-based compensation expense 6,910 — — — 6,910 Impairment of assets — 4,259 — — 4,259 Deferred tax provision (benefit) 29,648 (8,390 ) 15 (11,416 ) 9,857 Employee benefit plans 979 — — — 979 Deferred issuance costs and discounts on long-term debt 949 — — — 949 Disposal of plant and equipment, net 204 218 — — 422 Changes in working capital, net 10,145 7,089 (2,416 ) — 14,818 Changes in taxes receivable, net (2,946 ) (12,628 ) 55 19,182 3,663 Funding of qualified pension plans (8,889 ) — — — (8,889 ) Other, net (831 ) (151 ) 2 — (980 ) Net cash flows from operating activities 79,671 (10,619 ) (728 ) 26,589 94,913 CASH FLOWS FROM INVESTING ACTIVITIES Changes in short-term investments, net 11,000 — — — 11,000 Additions to plant and equipment (24,994 ) (7,500 ) (118 ) — (32,612 ) Proceeds from sale of assets 38 581 — — 619 Net cash flows from investing activities (13,956 ) (6,919 ) (118 ) — (20,993 ) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (74,322 ) — — — (74,322 ) Investment from (to) parent 9,969 17,538 (918 ) (26,589 ) — Payment of tax withholdings on equity- based payment arrangements (792 ) — — — (792 ) Net cash flows from financing activities (65,145 ) 17,538 (918 ) (26,589 ) (75,114 ) Increase (decrease) in cash 570 — (1,764 ) — (1,194 ) Cash at beginning of period 18,273 — 5,402 — 23,675 Cash at end of period $ 18,843 $ — $ 3,638 $ — $ 22,481 |