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 September 30, 2015 Guarantor Non-Guarantor (In thousands) Issuer Subsidiaries Subsidiary 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 Non-Guarantor (In thousands) Issuer Subsidiaries 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 Statement of Operations and Comprehensive Income (Loss) Three Months Ended September 30, 2014 Guarantor Non-Guarantor (In thousands) Issuer Subsidiaries Subsidiary Eliminations Total Net sales $ 415,175 $ 132,797 $ 14,429 $ (51,259 ) $ 511,142 Cost and expenses: Cost of sales (345,825 ) (126,547 ) (13,344 ) 51,259 (434,457 ) Selling, general and administrative expenses (26,136 ) (5,343 ) (338 ) — (31,817 ) Impairment of assets — (890 ) — — (890 ) Total operating costs and expenses (371,961 ) (132,780 ) (13,682 ) 51,259 (467,164 ) Income from operations 43,214 17 747 — 43,978 Interest expense, net (9,565 ) (5 ) — — (9,570 ) Debt retirement costs (24,420 ) — — — (24,420 ) Earnings before income taxes 9,229 12 747 — 9,988 Income tax (provision) benefit (5,489 ) 90 (189 ) 1,853 (3,735 ) Equity in income of subsidiary 660 558 — (1,218 ) — Net earnings $ 4,400 $ 660 $ 558 $ 635 $ 6,253 Other comprehensive income, net of tax 1,201 — — — 1,201 Comprehensive income $ 5,601 $ 660 $ 558 $ 635 $ 7,454 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Nine Months Ended September 30, 2014 Guarantor Non-Guarantor (In thousands) Issuer Subsidiaries Subsidiaries Eliminations Total Net sales $ 1,201,662 $ 405,442 $ 41,493 $ (153,776 ) $ 1,494,821 Cost and expenses: Cost of sales (1,006,119 ) (403,750 ) (39,104 ) 153,776 (1,295,197 ) Selling, general and administrative expenses (79,702 ) (16,180 ) (1,014 ) — (96,896 ) Impairment of assets — (5,149 ) — — (5,149 ) Total operating costs and expenses (1,085,821 ) (425,079 ) (40,118 ) 153,776 (1,397,242 ) Income (loss) from operations 115,841 (19,637 ) 1,375 — 97,579 Interest expense, net (30,969 ) (23 ) — — (30,992 ) Debt retirement costs (24,420 ) — — — (24,420 ) Earnings (loss) before income taxes 60,452 (19,660 ) 1,375 — 42,167 Income tax (provision) benefit (26,238 ) 3,787 (373 ) 5,589 (17,235 ) Equity in (loss) income of subsidiary (14,871 ) 1,002 — 13,869 — Net earnings (loss) $ 19,343 $ (14,871 ) $ 1,002 $ 19,458 $ 24,932 Other comprehensive income, net of tax 3,605 — — — 3,605 Comprehensive income (loss) $ 22,948 $ (14,871 ) $ 1,002 $ 19,458 $ 28,537 Clearwater Paper Corporation Consolidating Balance Sheet At September 30, 2015 (In thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Eliminations Total ASSETS Current assets: Cash $ 13,417 $ — $ — $ — $ 13,417 Restricted cash 2,270 — — — 2,270 Short-term investments 10,000 — — — 10,000 Receivables, net 134,412 19,445 — — 153,857 Inventories 222,965 38,718 — — 261,683 Deferred tax assets 17,921 2,666 — (257 ) 20,330 Prepaid expenses 6,247 516 — — 6,763 Total current assets 407,232 61,345 — (257 ) 468,320 Property, plant and equipment, net 691,086 145,672 — — 836,758 Goodwill 209,087 — — — 209,087 Intangible assets, net 4,440 16,791 — — 21,231 Intercompany receivable (payable) 25,121 (25,378 ) — 257 — Investment in subsidiary 138,959 — — (138,959 ) — Pension assets 8,743 — — — 8,743 Other assets, net 6,398 996 — — 7,394 TOTAL ASSETS $ 1,491,066 $ 199,426 $ — $ (138,959 ) $ 1,551,533 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued liabilities $ 221,191 $ 23,762 $ — $ — $ 244,953 Current liability for pensions and other postretirement employee benefits 7,915 — — — 7,915 Total current liabilities 229,106 23,762 — — 252,868 Long-term debt 575,000 — — — 575,000 Liability for pensions and other postretirement employee benefits 113,531 — — — 113,531 Other long-term obligations 47,068 628 — — 47,696 Accrued taxes 776 797 — — 1,573 Deferred tax liabilities 65,604 35,280 — — 100,884 Accumulated other comprehensive loss, net of tax (66,061 ) — — — (66,061 ) Stockholders’ equity excluding accumulated other comprehensive loss 526,042 138,959 — (138,959 ) 526,042 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,491,066 $ 199,426 $ — $ (138,959 ) $ 1,551,533 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 Nine Months Ended September 30, 2015 (In thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary 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 and discounts 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 Clearwater Paper Corporation Consolidating Statement of Cash Flows Nine Months Ended September 30, 2014 (In thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings (loss) $ 19,343 $ (14,871 ) $ 1,002 $ 19,458 $ 24,932 Adjustments to reconcile net earnings (loss) to net cash flows from operating activities: Depreciation and amortization 43,388 21,416 1,735 — 66,539 Equity-based compensation expense 9,201 — — — 9,201 Impairment of assets — 5,149 — — 5,149 Deferred tax provision (benefit) 31,563 (6,516 ) (32 ) (12,120 ) 12,895 Employee benefit plans 1,603 — — — 1,603 Deferred issuance costs and discounts on long-term debt 5,864 — — — 5,864 Disposal of plant and equipment, net 462 285 — — 747 Non-cash adjustments to unrecognized taxes 220 (60 ) (11 ) — 149 Changes in working capital, net (15,079 ) 4,464 (2,575 ) — (13,190 ) Changes in taxes receivable, net 2,493 (12,730 ) 99 18,032 7,894 Excess tax benefit from equity-based payment arrangements (1,508 ) — — — (1,508 ) Funding of qualified pension plans (15,957 ) — — — (15,957 ) Other, net (1,947 ) (440 ) — — (2,387 ) Net cash flows from operating activities 79,646 (3,303 ) 218 25,370 101,931 CASH FLOWS FROM INVESTING ACTIVITIES Changes in short-term investments, net 70,000 — — — 70,000 Additions to plant and equipment (42,478 ) (11,330 ) (221 ) — (54,029 ) Proceeds from sale of assets 38 695 — — 733 Net cash flows from investing activities 27,560 (10,635 ) (221 ) — 16,704 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 14,482 13,938 (3,050 ) (25,370 ) — Change in short-term borrowings, net 47,047 — — — 47,047 Payments for long-term debt issuance costs (2,995 ) — — — (2,995 ) Payment of tax withholdings on equity- based payment arrangements (792 ) — — — (792 ) Excess tax benefit from equity-based payment arrangements 1,508 — — — 1,508 Other, net 1,500 — — — 1,500 Net cash flows from financing activities (114,250 ) 13,938 (3,050 ) (25,370 ) (128,732 ) Decrease in cash (7,044 ) — (3,053 ) — (10,097 ) Cash at beginning of period 18,273 — 5,402 — 23,675 Cash at end of period $ 11,229 $ — $ 2,349 $ — $ 13,578 |