Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information All of our directly and indirectly owned, domestic 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) Twelve Months Ended December 31, 2015 Guarantor Non-Guarantor (In thousands) Issuer Subsidiaries 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 earnings 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 Statement of Operations and Comprehensive Income (Loss) Twelve Months Ended December 31, 2013 Guarantor Non-Guarantor (In thousands) Issuer Subsidiaries Subsidiaries Eliminations Total Net sales $ 1,474,103 $ 565,783 $ 54,978 $ (205,034 ) $ 1,889,830 Cost and expenses: Cost of sales (1,269,107 ) (553,006 ) (54,292 ) 205,034 (1,671,371 ) Selling, general and administrative expenses (94,861 ) (22,918 ) (1,352 ) — (119,131 ) Total operating costs and expenses (1,363,968 ) (575,924 ) (55,644 ) 205,034 (1,790,502 ) Income (loss) from operations 110,135 (10,141 ) (666 ) — 99,328 Interest expense, net (44,031 ) (5 ) — — (44,036 ) Debt retirement costs (17,058 ) — — — (17,058 ) Earnings (loss) before income taxes 49,046 (10,146 ) (666 ) — 38,234 Income tax benefit (provision) 61,778 (4,420 ) (138 ) 11,501 68,721 Equity in loss of subsidiary (15,370 ) (804 ) — 16,174 — Net earnings (loss) $ 95,454 $ (15,370 ) $ (804 ) $ 27,675 $ 106,955 Other comprehensive income, net of tax 57,600 — — — 57,600 Comprehensive income (loss) $ 153,054 $ (15,370 ) $ (804 ) $ 27,675 $ 164,555 Clearwater Paper Corporation Consolidating Balance Sheet At December 31, 2015 (In thousands) Issuer Guarantor Subsidiaries Non-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 1 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 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 1 Current deferred tax assets were classified as non-current in 2015 due to the prospective adoption of ASU 2015-17. See Note 3, "Recently Adopted and Prospective Accounting Standards." Clearwater Paper Corporation Consolidating Balance Sheet At December 31, 2014 (In thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries 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 Other current assets 1 2,967 457 — — 3,424 Total current assets 467,471 46,878 — 11,461 525,810 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 1 2,484 1,087 — — 3,571 TOTAL ASSETS $ 1,517,358 $ 199,686 $ — $ (137,895 ) $ 1,579,149 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 1 568,221 — — — 568,221 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 $ 1,517,358 $ 199,686 $ — $ (137,895 ) $ 1,579,149 1 Due to the retrospective adoption of ASU 2015-03, debt issuance costs in 2014 were reclassified to conform with the 2015 presentation. See Note 3, "Recently Adopted and Prospective Accounting Standards." Clearwater Paper Corporation Consolidating Statement of Cash Flows Twelve Months Ended December 31, 2015 (In thousands) Issuer Guarantor Subsidiaries Non-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 and discounts on long-term 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 (21,721 ) — — — (21,721 ) Cash at beginning of period 27,331 — — — 27,331 Cash 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 and discounts on long-term 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 long-term 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 9,058 — (5,402 ) — 3,656 Cash at beginning of period 18,273 — 5,402 — 23,675 Cash at end of period $ 27,331 $ — $ — $ — $ 27,331 Clearwater Paper Corporation Consolidating Statement of Cash Flows Twelve Months Ended December 31, 2013 (In thousands) Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings (loss) $ 95,454 $ (15,370 ) $ (804 ) $ 27,675 $ 106,955 Adjustments to reconcile net earnings (loss) to net cash flows from operating activities: Depreciation and amortization 54,291 33,712 2,269 — 90,272 Equity-based compensation expense 10,960 — — — 10,960 Deferred tax provision (benefit) 3,185 (9,072 ) (125 ) 11,641 5,629 Employee benefit plans 10,131 — — — 10,131 Deferred issuance costs and discounts on long-term debt 4,964 — — — 4,964 Disposal of plant and equipment, net 201 1,291 1 — 1,493 Non-cash adjustments to unrecognized taxes (73,885 ) (860 ) 6 — (74,739 ) Changes in working capital, net (31,256 ) 11,747 4,487 — (15,022 ) Change in taxes receivable, net 17,003 15,998 (324 ) (22,352 ) 10,325 Funding of qualified pension plans (15,050 ) — — — (15,050 ) Other, net (452 ) 891 — — 439 Net cash flows from operating activities 75,546 38,337 5,510 16,964 136,357 CASH FLOWS FROM INVESTING ACTIVITIES Change in short-term investments, net (50,000 ) — — — (50,000 ) Additions to plant and equipment (65,708 ) (22,562 ) (2,323 ) — (90,593 ) Net cash flows from investing activities (115,708 ) (22,562 ) (2,323 ) — (140,593 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt 275,000 — — — 275,000 Repayment of long-term debt (150,000 ) — — — (150,000 ) Purchase of treasury stock (100,000 ) — — — (100,000 ) Investment from (to) parent 31,998 (15,780 ) 746 (16,964 ) — Payments for long-term debt issuance costs (4,837 ) — — — (4,837 ) Payment of tax withholdings on equity-based payment arrangements (4,831 ) — — — (4,831 ) Net cash flows from financing activities 47,330 (15,780 ) 746 (16,964 ) 15,332 Increase (decrease) in cash 7,168 (5 ) 3,933 — 11,096 Cash at beginning of period 11,105 5 1,469 — 12,579 Cash at end of period $ 18,273 $ — $ 5,402 $ — $ 23,675 |