Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information All of our subsidiaries that are 100% directly or indirectly owned by Clearwater Paper, guarantee 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 full and unconditional, and 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 subsidiaries, 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 Three Months Ended September 30, 2017 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 423,712 $ 55,894 $ (53,102 ) $ 426,504 Cost and expenses: Cost of sales (387,696 ) (51,052 ) 52,167 (386,581 ) Selling, general and administrative expenses (24,676 ) (9,796 ) — (34,472 ) Total operating costs and expenses (412,372 ) (60,848 ) 52,167 (421,053 ) Income (loss) from operations 11,340 (4,954 ) (935 ) 5,451 Interest expense, net (7,407 ) (276 ) — (7,683 ) Earnings (loss) before income taxes 3,933 (5,230 ) (935 ) (2,232 ) Income tax (provision) benefit (1,847 ) 4,589 353 3,095 Equity in loss of subsidiary (641 ) — 641 — Net earnings (loss) $ 1,445 $ (641 ) $ 59 $ 863 Other comprehensive income, net of tax 257 — — 257 Comprehensive income (loss) $ 1,702 $ (641 ) $ 59 $ 1,120 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Nine Months Ended September 30, 2017 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 1,263,467 $ 196,399 $ (166,174 ) $ 1,293,692 Cost and expenses: Cost of sales (1,137,931 ) (178,732 ) 162,319 (1,154,344 ) Selling, general and administrative expenses (71,445 ) (22,229 ) — (93,674 ) Total operating costs and expenses (1,209,376 ) (200,961 ) 162,319 (1,248,018 ) Income (loss) from operations 54,091 (4,562 ) (3,855 ) 45,674 Interest expense, net (22,981 ) (418 ) — (23,399 ) Earnings (loss) before income taxes 31,110 (4,980 ) (3,855 ) 22,275 Income tax (provision) benefit (11,857 ) 4,582 1,415 (5,860 ) Equity in loss of subsidiary (398 ) — 398 — Net earnings (loss) $ 18,855 $ (398 ) $ (2,042 ) $ 16,415 Other comprehensive income, net of tax 784 — — 784 Comprehensive income (loss) $ 19,639 $ (398 ) $ (2,042 ) $ 17,199 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Three Months Ended September 30, 2016 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total Net sales $ 421,617 $ 70,912 $ (57,209 ) $ 435,320 Cost and expenses: Cost of sales (388,817 ) (64,997 ) 57,209 (396,605 ) Selling, general and administrative expenses (27,453 ) (1,982 ) — (29,435 ) Total operating costs and expenses (416,270 ) (66,979 ) 57,209 (426,040 ) Income from operations 5,347 3,933 — 9,280 Interest expense, net (7,411 ) (109 ) — (7,520 ) (Loss) earnings before income taxes (2,064 ) 3,824 — 1,760 Income tax benefit (provision) 661 (1,520 ) — (859 ) Equity in income of subsidiary 2,304 — (2,304 ) — Net earnings $ 901 $ 2,304 $ (2,304 ) $ 901 Other comprehensive income, net of tax 1,759 — — 1,759 Comprehensive income $ 2,660 $ 2,304 $ (2,304 ) $ 2,660 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Nine Months Ended September 30, 2016 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total Net sales $ 1,266,300 $ 216,361 $ (173,466 ) $ 1,309,195 Cost and expenses: Cost of sales (1,102,229 ) (198,340 ) 173,466 (1,127,103 ) Selling, general and administrative expenses (85,107 ) (9,778 ) — (94,885 ) Total operating costs and expenses (1,187,336 ) (208,118 ) 173,466 (1,221,988 ) Income from operations 78,964 8,243 — 87,207 Interest expense, net (22,427 ) (132 ) — (22,559 ) Earnings before income taxes 56,537 8,111 — 64,648 Income tax provision (20,933 ) (3,504 ) — (24,437 ) Equity in income of subsidiary 4,607 — (4,607 ) — Net earnings $ 40,211 $ 4,607 $ (4,607 ) $ 40,211 Other comprehensive income, net of tax 2,585 — — 2,585 Comprehensive income $ 42,796 $ 4,607 $ (4,607 ) $ 42,796 Clearwater Paper Corporation Consolidating Balance Sheet At September 30, 2017 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 8,478 $ — $ — $ 8,478 Receivables, net 116,392 19,554 — 135,946 Taxes receivable 14,543 35 — 14,578 Inventories 221,233 40,455 (3,855 ) 257,833 Other current assets 5,846 604 — 6,450 Total current assets 366,492 60,648 (3,855 ) 423,285 Property, plant and equipment, net 898,859 115,976 — 1,014,835 Goodwill 244,283 — — 244,283 Intangible assets, net 2,351 32,177 — 34,528 Intercompany receivable (payable) (4,041 ) 186 3,855 — Investment in subsidiary 144,691 — (144,691 ) — Other assets, net 11,787 3,466 (3,173 ) 12,080 TOTAL ASSETS $ 1,664,422 $ 212,453 $ (147,864 ) $ 1,729,011 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Borrowings under revolving credit facilities $ 110,000 $ — $ — $ 110,000 Accounts payable and accrued liabilities 241,938 21,210 — 263,148 Current liability for pensions and other postretirement employee benefits 7,821 — — 7,821 Total current liabilities 359,759 21,210 — 380,969 Long-term debt 570,331 — — 570,331 Liability for pensions and other postretirement employee benefits 78,440 — — 78,440 Other long-term obligations 40,800 142 — 40,942 Accrued taxes 1,721 836 — 2,557 Deferred tax liabilities 127,009 45,574 (3,173 ) 169,410 TOTAL LIABILITIES 1,178,060 67,762 (3,173 ) 1,242,649 Stockholders’ equity excluding 537,331 144,691 (144,691 ) 537,331 Accumulated other comprehensive loss, net of tax (50,969 ) — — (50,969 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,664,422 $ 212,453 $ (147,864 ) $ 1,729,011 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 LIABILITIES 1,144,625 89,124 (19,280 ) 1,214,469 Stockholders’ equity excluding 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 Statement of Cash Flows Nine Months Ended September 30, 2017 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings (loss) $ 18,855 $ (398 ) $ (2,042 ) $ 16,415 Adjustments to reconcile net earnings (loss) to net cash flows from operating activities: Depreciation and amortization 56,642 22,826 — 79,468 Equity-based compensation expense 2,523 — — 2,523 Deferred tax provision (benefit) 19,531 (4,929 ) — 14,602 Employee benefit plans (2,999 ) — — (2,999 ) Disposal of plant and equipment, net 481 3,274 — 3,755 Other, net 874 — — 874 Changes in working capital, net 32,501 3,896 7,449 43,846 Changes in taxes receivable, net 600 — (5,469 ) (4,869 ) Other, net (413 ) (1,026 ) — (1,439 ) Net cash flows from operating activities 128,595 23,643 (62 ) 152,176 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (132,725 ) (3,925 ) — (136,650 ) Other, net 283 470 — 753 Net cash flows from investing activities (132,442 ) (3,455 ) — (135,897 ) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (4,875 ) — — (4,875 ) Borrowings on revolving credit facilities 185,000 — — 185,000 Repayments of borrowings on revolving credit facilities (210,000 ) — — (210,000 ) Investment from (to) parent 23,541 (23,603 ) 62 — Other, net (927 ) — — (927 ) Net cash flows from financing activities (7,261 ) (23,603 ) 62 (30,802 ) Decrease in cash and cash equivalents (11,108 ) (3,415 ) — (14,523 ) Cash and cash equivalents at beginning of period 19,586 3,415 — 23,001 Cash and cash equivalents at end of period $ 8,478 $ — $ — $ 8,478 Clearwater Paper Corporation Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 40,211 $ 4,607 $ (4,607 ) $ 40,211 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 50,214 15,707 — 65,921 Equity-based compensation expense 9,826 — — 9,826 Deferred tax provision (benefit) 11,641 1,826 (1,138 ) 12,329 Employee benefit plans (500 ) — — (500 ) Disposal of plant and equipment, net 30 — — 30 Other, net 471 13 — 484 Changes in working capital, net 1,961 4,531 (2,447 ) 4,045 Changes in taxes receivable, net 6,178 (1,408 ) 2,447 7,217 Other, net (1,205 ) (613 ) 1,138 (680 ) Net cash flows from operating activities 118,827 24,663 (4,607 ) 138,883 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (99,912 ) (5,602 ) — (105,514 ) Other, net 250 — — 250 Net cash flows from investing activities (99,662 ) (5,602 ) — (105,264 ) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (51,528 ) — — (51,528 ) Borrowings on revolving credit facilities 944,844 — — 944,844 Repayments of borrowings on revolving credit facilities (931,832 ) — — (931,832 ) Investment from (to) parent 14,454 (19,061 ) 4,607 — Other, net (382 ) — — (382 ) Net cash flows from financing activities (24,444 ) (19,061 ) 4,607 (38,898 ) Decrease in cash and cash equivalents (5,279 ) — — (5,279 ) Cash and cash equivalents at beginning of period 5,610 — — 5,610 Cash and cash equivalents at end of period $ 331 $ — $ — $ 331 |