Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information All of our direct and indirect subsidiaries guarantee our $300 million aggregate principal amount of 5.375% senior notes issued in 2014 and due 2025, which we refer to as the 2014 Notes, and 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 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 March 31, 2016 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 419,046 $ 77,625 $ (59,467 ) $ 437,204 Cost and expenses: Cost of sales (356,714 ) (71,400 ) 59,467 (368,647 ) Selling, general and administrative expenses (26,837 ) (3,958 ) — (30,795 ) Total operating costs and expenses (383,551 ) (75,358 ) 59,467 (399,442 ) Income from operations 35,495 2,267 — 37,762 Interest expense, net (7,643 ) — — (7,643 ) Earnings before income taxes 27,852 2,267 — 30,119 Income tax provision (10,470 ) (1,203 ) — (11,673 ) Equity in income of subsidiary 1,064 — (1,064 ) — Net earnings $ 18,446 $ 1,064 $ (1,064 ) $ 18,446 Other comprehensive income, net of tax 655 — — 655 Comprehensive income $ 19,101 $ 1,064 $ (1,064 ) $ 19,101 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended March 31, 2015 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 395,387 $ 73,328 $ (34,689 ) $ 434,026 Cost and expenses: Cost of sales (351,046 ) (73,475 ) 34,689 (389,832 ) Selling, general and administrative expenses (24,788 ) (4,169 ) — (28,957 ) Total operating costs and expenses (375,834 ) (77,644 ) 34,689 (418,789 ) Income (loss) from operations 19,553 (4,316 ) — 15,237 Interest expense, net (7,767 ) (15 ) — (7,782 ) Earnings (loss) before income taxes 11,786 (4,331 ) — 7,455 Income tax provision (3,228 ) (342 ) 1,872 (1,698 ) Equity in loss of subsidiary (4,673 ) — 4,673 — Net earnings (loss) $ 3,885 $ (4,673 ) $ 6,545 $ 5,757 Other comprehensive income, net of tax 1,557 — — 1,557 Comprehensive income (loss) $ 5,442 $ (4,673 ) $ 6,545 $ 7,314 Clearwater Paper Corporation Consolidating Balance Sheet At March 31, 2016 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 2,228 $ — $ — $ 2,228 Restricted cash 2,270 — — 2,270 Receivables, net 119,319 15,556 — 134,875 Taxes receivable 646 33 — 679 Inventories 209,823 33,596 — 243,419 Other current assets 8,880 496 — 9,376 Total current assets 343,166 49,681 — 392,847 Property, plant and equipment, net 729,072 144,040 — 873,112 Goodwill 209,087 — — 209,087 Intangible assets, net 3,918 14,835 — 18,753 Intercompany receivable (payable) 10,088 (10,088 ) — — Investment in subsidiary 140,822 — (140,822 ) — Pension assets 1,086 — — 1,086 Other assets, net 4,680 977 (1,328 ) 4,329 TOTAL ASSETS $ 1,441,919 $ 199,445 $ (142,150 ) $ 1,499,214 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Revolving credit facility borrowings $ 6,005 $ — $ — $ 6,005 Accounts payable and accrued liabilities 173,306 19,514 — 192,820 Current liability for pensions and other postretirement employee benefits 7,559 — — 7,559 Total current liabilities 186,870 19,514 — 206,384 Long-term debt 569,179 — — 569,179 Liability for pensions and other postretirement employee benefits 87,609 — — 87,609 Other long-term obligations 43,293 486 — 43,779 Accrued taxes 718 807 — 1,525 Deferred tax liabilities 86,544 37,816 (1,328 ) 123,032 Accumulated other comprehensive loss, (54,893 ) — — (54,893 ) Stockholders' equity excluding accumulated other comprehensive loss 522,599 140,822 (140,822 ) 522,599 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,441,919 $ 199,445 $ (142,150 ) $ 1,499,214 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 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 Three Months Ended March 31, 2016 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 18,446 $ 1,064 $ (1,064 ) $ 18,446 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 16,061 5,089 — 21,150 Equity-based compensation expense 2,172 — — 2,172 Deferred tax provision 3,329 2,174 (1,138 ) 4,365 Employee benefit plans (1,389 ) — — (1,389 ) Deferred issuance costs on long-term debt 213 — — 213 Non-cash adjustments to unrecognized taxes (156 ) 5 — (151 ) Changes in working capital, net (11,062 ) 1,514 — (9,548 ) Changes in taxes receivable, net 15,575 (1,403 ) — 14,172 Other, net (338 ) (70 ) — (408 ) Net cash flows from operating activities 42,851 8,373 (2,202 ) 49,022 CASH FLOWS FROM INVESTING ACTIVITIES Changes in short-term investments, net 250 — — 250 Additions to plant and equipment (27,475 ) (3,480 ) — (30,955 ) Net cash flows from investing activities (27,225 ) (3,480 ) — (30,705 ) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (27,661 ) — — (27,661 ) Investment from (to) parent 2,691 (4,893 ) 2,202 — Borrowings on revolving credit facility 123,287 — — 123,287 Repayments of revolving credit facility borrowings (117,282 ) — — (117,282 ) Payment of tax withholdings on equity-based payment arrangements (43 ) — — (43 ) Net cash flows from financing activities (19,008 ) (4,893 ) 2,202 (21,699 ) Decrease in cash and cash equivalents (3,382 ) — — (3,382 ) Cash and cash equivalents at beginning of period 5,610 — — 5,610 Cash and cash equivalents at end of period $ 2,228 $ — $ — $ 2,228 Clearwater Paper Corporation Consolidating Statement of Cash Flows Three Months Ended March 31, 2015 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings (loss) $ 3,885 $ (4,673 ) $ 6,545 $ 5,757 Adjustments to reconcile net earnings (loss) to net cash flows from operating activities: Depreciation and amortization 16,114 4,894 — 21,008 Equity-based compensation expense 1,169 — — 1,169 Deferred tax (benefit) provision (3,231 ) 44 1,857 (1,330 ) Employee benefit plans 809 — — 809 Deferred issuance costs on long-term debt 178 — — 178 Disposal of plant and equipment, net — (30 ) — (30 ) Non-cash adjustments to unrecognized taxes (983 ) (7 ) — (990 ) Changes in working capital, net 1,537 1,920 — 3,457 Changes in taxes receivable, net 6,760 (15,758 ) 10,253 1,255 Excess tax benefits from equity-based payment arrangements (343 ) — — (343 ) Funding of qualified pension plans (1,561 ) — — (1,561 ) Other, net (1,261 ) (66 ) — (1,327 ) Net cash flows from operating activities 23,073 (13,676 ) 18,655 28,052 CASH FLOWS FROM INVESTING ACTIVITIES Changes in short-term investments, net 39,000 — — 39,000 Additions to plant and equipment (23,262 ) (1,978 ) — (25,240 ) Proceeds from sale of assets — 506 — 506 Net cash flows from investing activities 15,738 (1,472 ) — 14,266 CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (37,148 ) — — (37,148 ) Investment from parent 3,507 15,148 (18,655 ) — Payment of tax withholdings on equity-based payment arrangements (3,048 ) — — (3,048 ) Excess tax benefits from equity-based payment arrangements 343 — — 343 Net cash flows from financing activities (36,346 ) 15,148 (18,655 ) (39,853 ) Decrease in cash 2,465 — — 2,465 Cash at beginning of period 27,331 — — 27,331 Cash at end of period $ 29,796 $ — $ — $ 29,796 |