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 June 30, 2018 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 433,826 $ 54,313 $ (56,040 ) $ 432,099 Cost and expenses: Cost of sales (394,260 ) (47,918 ) 55,024 (387,154 ) Selling, general and administrative expenses (21,226 ) (5,338 ) — (26,564 ) Total operating costs and expenses (415,486 ) (53,256 ) 55,024 (413,718 ) Income from operations 18,340 1,057 (1,016 ) 18,381 Interest expense, net (7,627 ) (96 ) — (7,723 ) Non-operating pension and other postretirement benefit costs (1,187 ) — — (1,187 ) Earnings before income taxes 9,526 961 (1,016 ) 9,471 Income tax provision (2,574 ) (186 ) 250 (2,510 ) Equity in income of subsidiary 775 — (775 ) — Net earnings $ 7,727 $ 775 $ (1,541 ) $ 6,961 Other comprehensive income, net of tax 1,336 — — 1,336 Comprehensive income $ 9,063 $ 775 $ (1,541 ) $ 8,297 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Six Months Ended June 30, 2018 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 889,003 $ 100,526 $ (120,478 ) $ 869,051 Cost and expenses: Cost of sales (807,217 ) (88,278 ) 115,908 (779,587 ) Selling, general and administrative expenses (48,858 ) (10,686 ) — (59,544 ) Total operating costs and expenses (856,075 ) (98,964 ) 115,908 (839,131 ) Income from operations 32,928 1,562 (4,570 ) 29,920 Interest expense, net (15,556 ) (187 ) — (15,743 ) Non-operating pension and other postretirement benefit costs (2,466 ) — — (2,466 ) Earnings before income taxes 14,906 1,375 (4,570 ) 11,711 Income tax provision (2,956 ) (199 ) 1,005 (2,150 ) Equity in income of subsidiary 1,176 — (1,176 ) — Net earnings $ 13,126 $ 1,176 $ (4,741 ) $ 9,561 Other comprehensive income, net of tax 2,755 — — 2,755 Comprehensive income $ 15,881 $ 1,176 $ (4,741 ) $ 12,316 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Three Months Ended June 30, 2017 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total Net sales $ 419,540 $ 63,956 $ (53,833 ) $ 429,663 Cost and expenses: Cost of sales (376,112 ) (57,942 ) 52,993 (381,061 ) Selling, general and administrative expenses (23,411 ) (6,043 ) — (29,454 ) Total operating costs and expenses (399,523 ) (63,985 ) 52,993 (410,515 ) Income (loss) from operations 20,017 (29 ) (840 ) 19,148 Interest expense, net (7,582 ) (91 ) — (7,673 ) Non-operating pension and other postretirement benefit income 517 — — 517 Earnings (loss) before income taxes 12,952 (120 ) (840 ) 11,992 Income tax provision (4,224 ) (52 ) 321 (3,955 ) Equity in loss of subsidiary (172 ) — 172 — Net earnings (loss) $ 8,556 $ (172 ) $ (347 ) $ 8,037 Other comprehensive income, net of tax 126 — — 126 Comprehensive income (loss) $ 8,682 $ (172 ) $ (347 ) $ 8,163 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Six Months Ended June 30, 2017 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total Net sales $ 839,755 $ 140,505 $ (113,072 ) $ 867,188 Cost and expenses: Cost of sales (750,593 ) (127,680 ) 110,152 (768,121 ) Selling, general and administrative expenses (46,976 ) (12,433 ) — (59,409 ) Total operating costs and expenses (797,569 ) (140,113 ) 110,152 (827,530 ) Income from operations 42,186 392 (2,920 ) 39,658 Interest expense, net (15,574 ) (142 ) — (15,716 ) Non-operating pension and other postretirement benefit income 565 — — 565 Earnings before income taxes 27,177 250 (2,920 ) 24,507 Income tax provision (10,010 ) (7 ) 1,062 (8,955 ) Equity in income of subsidiary 243 — (243 ) — Net earnings $ 17,410 $ 243 $ (2,101 ) $ 15,552 Other comprehensive income, net of tax 527 — — 527 Comprehensive income $ 17,937 $ 243 $ (2,101 ) $ 16,079 Clearwater Paper Corporation Consolidating Balance Sheet At June 30, 2018 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 53,278 $ — $ — $ 53,278 Receivables, net 95,309 23,417 — 118,726 Taxes receivable 8,740 44 — 8,784 Inventories 221,994 44,789 (4,570 ) 262,213 Other current assets 7,877 255 — 8,132 Total current assets 387,198 68,505 (4,570 ) 451,133 Property, plant and equipment, net 1,063,183 108,185 — 1,171,368 Goodwill 244,161 — — 244,161 Intangible assets, net 1,567 27,075 — 28,642 Intercompany (payable) receivable (6,795 ) 2,225 4,570 — Investment in subsidiary 158,176 — (158,176 ) — Other assets, net 23,114 3,391 (2,412 ) 24,093 TOTAL ASSETS $ 1,870,604 $ 209,381 $ (160,588 ) $ 1,919,397 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Borrowings under revolving credit facilities $ 160,000 $ — $ — $ 160,000 Accounts payable and accrued liabilities 333,307 24,281 — 357,588 Current liability for pensions and other postretirement employee benefits 7,631 — — 7,631 Total current liabilities 500,938 24,281 — 525,219 Long-term debt 570,908 — — 570,908 Liability for pensions and other postretirement employee benefits 69,504 — — 69,504 Other long-term obligations 37,734 — — 37,734 Accrued taxes 2,262 854 — 3,116 Deferred tax liabilities 98,689 26,070 (2,412 ) 122,347 TOTAL LIABILITIES 1,280,035 51,205 (2,412 ) 1,328,828 Stockholders’ equity excluding 644,649 158,176 (158,176 ) 644,649 Accumulated other comprehensive loss, net of tax (54,080 ) — — (54,080 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,870,604 $ 209,381 $ (160,588 ) $ 1,919,397 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 Six Months Ended June 30, 2018 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 13,126 $ 1,176 $ (4,741 ) $ 9,561 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 39,905 10,439 — 50,344 Deferred taxes 2,979 (330 ) — 2,649 Employee benefit plans 326 — — 326 Deferred issuance costs on debt 716 — — 716 Other non-cash adjustments, net 431 (4 ) — 427 Changes in working capital, net 41,660 (6,051 ) 708 36,317 Changes in taxes receivable, net 11,502 (4 ) — 11,498 Other, net (436 ) (526 ) — (962 ) Net cash flows from operating activities 110,209 4,700 (4,033 ) 110,876 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (77,257 ) (1,343 ) — (78,600 ) Other, net 793 14 — 807 Net cash flows from investing activities (76,464 ) (1,329 ) — (77,793 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on revolving credit facilities 124,063 — — 124,063 Repayments of borrowings on revolving credit facilities (119,063 ) — — (119,063 ) Investment from (to) parent (662 ) (3,371 ) 4,033 — Other, net (543 ) — — (543 ) Net cash flows from financing activities 3,795 (3,371 ) 4,033 4,457 Increase in cash and cash equivalents 37,540 — — 37,540 Cash and cash equivalents at beginning of period 15,738 — — 15,738 Cash and cash equivalents at end of period $ 53,278 $ — $ — $ 53,278 Clearwater Paper Corporation Consolidating Statement of Cash Flows Six Months Ended June 30, 2017 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 17,410 $ 243 $ (2,101 ) $ 15,552 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 37,335 16,277 — 53,612 Deferred taxes 7,183 708 — 7,891 Employee benefit plans (2,183 ) — — (2,183 ) Deferred issuance costs on long term debt 598 — — 598 Other non-cash adjustments, net 727 345 — 1,072 Changes in working capital, net (29,619 ) 46,811 6,550 23,742 Changes in taxes receivable, net 9,710 6 (5,487 ) 4,229 Other, net (373 ) (541 ) — (914 ) Net cash flows from operating activities 40,788 63,849 (1,038 ) 103,599 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (82,582 ) (3,127 ) — (85,709 ) Other, net 20 397 — 417 Net cash flows from investing activities (82,562 ) (2,730 ) — (85,292 ) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (4,875 ) — — (4,875 ) Borrowings on revolving credit facilities 117,000 — — 117,000 Repayments of borrowings on revolving credit facilities (144,000 ) — — (144,000 ) Investment from (to) parent 63,496 (64,534 ) 1,038 — Other, net (914 ) — — (914 ) Net cash flows from financing activities 30,707 (64,534 ) 1,038 (32,789 ) Decrease in cash and cash equivalents (11,067 ) (3,415 ) — (14,482 ) Cash and cash equivalents at beginning of period 19,586 3,415 — 23,001 Cash and cash equivalents at end of period $ 8,519 $ — $ — $ 8,519 |