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 March 31, 2018 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 455,177 $ 46,213 $ (64,438 ) $ 436,952 Cost and expenses: Cost of sales (412,957 ) (40,360 ) 60,884 (392,433 ) Selling, general and administrative expenses (27,632 ) (5,348 ) — (32,980 ) Total operating costs and expenses (440,589 ) (45,708 ) 60,884 (425,413 ) Income from operations 14,588 505 (3,554 ) 11,539 Interest expense, net (7,929 ) (91 ) — (8,020 ) Non-operating pension and other postretirement benefit costs (1,279 ) — — (1,279 ) Earnings before income taxes 5,380 414 (3,554 ) 2,240 Income tax (provision) benefit (382 ) (13 ) 755 360 Equity in earnings of subsidiary 401 — (401 ) — Net earnings $ 5,399 $ 401 $ (3,200 ) $ 2,600 Other comprehensive income, net of tax 1,419 — — 1,419 Comprehensive income $ 6,818 $ 401 $ (3,200 ) $ 4,019 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2017 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total Net sales $ 420,215 $ 76,549 $ (59,239 ) $ 437,525 Cost and expenses: Cost of sales (374,481 ) (69,738 ) 57,159 (387,060 ) Selling, general and administrative expenses (23,565 ) (6,390 ) — (29,955 ) Total operating costs and expenses (398,046 ) (76,128 ) 57,159 (417,015 ) Income from operations 22,169 421 (2,080 ) 20,510 Interest expense, net (7,992 ) (51 ) — (8,043 ) Non-operating pension and other postretirement benefit income 48 — — 48 Earnings before income taxes 14,225 370 (2,080 ) 12,515 Income tax (provision) benefit (5,786 ) 45 741 (5,000 ) Equity in income of subsidiary 415 — (415 ) — Net earnings $ 8,854 $ 415 $ (1,754 ) $ 7,515 Other comprehensive income, net of tax 401 — — 401 Comprehensive income $ 9,255 $ 415 $ (1,754 ) $ 7,916 Clearwater Paper Corporation Consolidating Balance Sheet At March 31, 2018 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 12,064 $ — $ — $ 12,064 Receivables, net 118,734 18,888 — 137,622 Taxes receivable 18,780 39 — 18,819 Inventories 221,221 41,765 (3,554 ) 259,432 Other current assets 8,463 277 — 8,740 Total current assets 379,262 60,969 (3,554 ) 436,677 Property, plant and equipment, net 966,641 111,002 — 1,077,643 Goodwill 244,161 — — 244,161 Intangible assets, net 1,828 28,764 — 30,592 Intercompany (payable) receivable (4,185 ) 631 3,554 — Investment in subsidiary 157,401 — (157,401 ) — Other assets, net 22,461 2,645 (2,267 ) 22,839 TOTAL ASSETS $ 1,767,569 $ 204,011 $ (159,668 ) $ 1,811,912 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Borrowings under revolving credit facilities $ 168,500 $ — $ — $ 168,500 Accounts payable and accrued liabilities 229,662 19,675 — 249,337 Current liability for pensions and other postretirement employee benefits 7,631 — — 7,631 Total current liabilities 405,793 19,675 — 425,468 Long-term debt 570,716 — — 570,716 Liability for pensions and other postretirement employee benefits 70,934 — — 70,934 Other long-term obligations 42,189 — — 42,189 Accrued taxes 1,959 848 — 2,807 Deferred tax liabilities 95,258 26,087 (2,267 ) 119,078 TOTAL LIABILITIES 1,186,849 46,610 (2,267 ) 1,231,192 Stockholders’ equity excluding 636,136 157,401 (157,401 ) 636,136 Accumulated other comprehensive loss, net of tax (55,416 ) — — (55,416 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,767,569 $ 204,011 $ (159,668 ) $ 1,811,912 Clearwater Paper Corporation Consolidating Balance Sheet At December 31, 2017 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 15,738 $ — $ — $ 15,738 Receivables, net 125,001 17,064 — 142,065 Taxes receivable 20,242 40 — 20,282 Inventories 228,311 41,594 (3,862 ) 266,043 Other current assets 8,587 74 — 8,661 Total current assets 397,879 58,772 (3,862 ) 452,789 Property, plant and equipment, net 936,659 114,323 — 1,050,982 Goodwill 244,161 — — 244,161 Intangible assets, net 2,089 30,453 — 32,542 Intercompany payable (2,807 ) (1,055 ) 3,862 — Investment in subsidiary 157,000 — (157,000 ) — Other assets, net 21,413 2,696 (2,331 ) 21,778 TOTAL ASSETS $ 1,756,394 $ 205,189 $ (159,331 ) $ 1,802,252 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Borrowings under revolving credit facilities $ 155,000 $ — $ — $ 155,000 Accounts payable and accrued liabilities 235,439 21,182 — 256,621 Current liability for pensions and other postretirement employee benefits 7,631 — — 7,631 Total current liabilities 398,070 21,182 — 419,252 Long-term debt 570,524 — — 570,524 Liability for pensions and other postretirement employee benefits 72,469 — — 72,469 Other long-term obligations 43,275 — — 43,275 Accrued taxes 1,928 842 — 2,770 Deferred tax liabilities 94,694 26,165 (2,331 ) 118,528 TOTAL LIABILITIES 1,180,960 48,189 (2,331 ) 1,226,818 Stockholders’ equity excluding 619,417 157,000 (157,000 ) 619,417 Accumulated other comprehensive loss, net of tax (43,983 ) — — (43,983 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,756,394 $ 205,189 $ (159,331 ) $ 1,802,252 Clearwater Paper Corporation Consolidating Statement of Cash Flows Three Months Ended March 31, 2018 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 5,399 $ 401 $ (3,200 ) $ 2,600 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 19,958 5,209 — 25,167 Equity-based compensation expense 781 — — 781 Deferred taxes (119 ) (121 ) — (240 ) Employee benefit plans 312 — — 312 Other non-cash adjustments, net 343 (7 ) — 336 Changes in working capital, net 4,661 (3,109 ) (308 ) 1,244 Changes in taxes receivable, net 1,462 1 — 1,463 Other, net (909 ) 99 — (810 ) Net cash flows from operating activities 31,888 2,473 (3,508 ) 30,853 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (47,670 ) (760 ) — (48,430 ) Other, net 761 7 768 Net cash flows from investing activities (46,909 ) (753 ) — (47,662 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on revolving credit facilities 87,325 — — 87,325 Repayments of borrowings on revolving credit facilities (73,825 ) — — (73,825 ) Investment from (to) parent (1,788 ) (1,720 ) 3,508 — Other, net (365 ) — — (365 ) Net cash flows from financing activities 11,347 (1,720 ) 3,508 13,135 Decrease in cash and cash equivalents (3,674 ) — — (3,674 ) Cash and cash equivalents at beginning of period 15,738 — — 15,738 Cash and cash equivalents at end of period $ 12,064 $ — $ — $ 12,064 Clearwater Paper Corporation Consolidating Statement of Cash Flows Three Months Ended March 31, 2017 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 8,854 $ 415 $ (1,754 ) $ 7,515 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 18,023 9,534 — 27,557 Equity-based compensation expense 17 — — 17 Deferred taxes 3,808 567 — 4,375 Employee benefit plans (788 ) — — (788 ) Other non-cash adjustments, net 285 370 — 655 Changes in working capital, net (25,829 ) 19,050 5,690 (1,089 ) Changes in taxes receivable, net 11,062 12 (5,477 ) 5,597 Other, net 1,500 199 — 1,699 Net cash flows from operating activities 16,932 30,147 (1,541 ) 45,538 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (40,384 ) (1,863 ) — (42,247 ) Other, net 1 367 368 Net cash flows from investing activities (40,383 ) (1,496 ) — (41,879 ) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (4,875 ) — — (4,875 ) Borrowings on revolving credit facilities 91,000 — — 91,000 Repayments of borrowings on revolving credit facilities (96,000 ) — — (96,000 ) Investment from (to) parent 30,525 (32,066 ) 1,541 — Other, net (790 ) — — (790 ) Net cash flows from financing activities 19,860 (32,066 ) 1,541 (10,665 ) Decrease in cash and cash equivalents (3,591 ) (3,415 ) — (7,006 ) Cash and cash equivalents at beginning of period 19,586 3,415 — 23,001 Cash and cash equivalents at end of period $ 15,995 $ — $ — $ 15,995 |