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, 2018 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 426,816 $ 50,340 $ (50,696 ) $ 426,460 Costs and expenses: Cost of sales (383,737 ) (45,693 ) 53,209 (376,221 ) Selling, general and administrative expenses (20,721 ) (5,562 ) — (26,283 ) Gain on divested assets — 22,944 — 22,944 Total operating costs and expenses (404,458 ) (28,311 ) 53,209 (379,560 ) Income from operations 22,358 22,029 2,513 46,900 Interest expense, net (7,366 ) (181 ) — (7,547 ) Non-operating pension and other postretirement benefit costs (1,234 ) — — (1,234 ) Earnings before income taxes 13,758 21,848 2,513 38,119 Income tax benefit (provision) 1,748 (5,043 ) (380 ) (3,675 ) Equity in income of subsidiary 16,805 — (16,805 ) — Net earnings $ 32,311 $ 16,805 $ (14,672 ) $ 34,444 Other comprehensive income, net of tax 1,378 — — 1,378 Comprehensive income $ 33,689 $ 16,805 $ (14,672 ) $ 35,822 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Nine Months Ended September 30, 2018 Guarantor (In thousands) Issuer Subsidiaries Eliminations Total Net sales $ 1,315,819 $ 150,866 $ (171,174 ) $ 1,295,511 Costs and expenses: Cost of sales (1,190,954 ) (133,971 ) 169,117 (1,155,808 ) Selling, general and administrative expenses (69,579 ) (16,248 ) — (85,827 ) Gain on divested assets — 22,944 — 22,944 Total operating costs and expenses (1,260,533 ) (127,275 ) 169,117 (1,218,691 ) Income from operations 55,286 23,591 (2,057 ) 76,820 Interest expense, net (22,922 ) (368 ) — (23,290 ) Non-operating pension and other postretirement benefit costs (3,700 ) — — (3,700 ) Earnings before income taxes 28,664 23,223 (2,057 ) 49,830 Income tax provision (1,208 ) (5,242 ) 625 (5,825 ) Equity in income of subsidiary 17,981 — (17,981 ) — Net earnings $ 45,437 $ 17,981 $ (19,413 ) $ 44,005 Other comprehensive income, net of tax 4,133 — — 4,133 Comprehensive income $ 49,570 $ 17,981 $ (19,413 ) $ 48,138 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Three Months Ended September 30, 2017 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total Net sales $ 423,712 $ 55,894 $ (53,102 ) $ 426,504 Costs and expenses: Cost of sales (387,877 ) (51,052 ) 52,167 (386,762 ) Selling, general and administrative expenses (24,786 ) (9,796 ) — (34,582 ) Total operating costs and expenses (412,663 ) (60,848 ) 52,167 (421,344 ) Income (loss) from operations 11,049 (4,954 ) (935 ) 5,160 Interest expense, net (7,407 ) (276 ) — (7,683 ) Non-operating pension and other postretirement benefit income 291 — — 291 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 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total Net sales $ 1,263,467 $ 196,399 $ (166,174 ) $ 1,293,692 Costs and expenses: Cost of sales (1,138,470 ) (178,732 ) 162,319 (1,154,883 ) Selling, general and administrative expenses (71,762 ) (22,229 ) — (93,991 ) Total operating costs and expenses (1,210,232 ) (200,961 ) 162,319 (1,248,874 ) Income (loss) from operations 53,235 (4,562 ) (3,855 ) 44,818 Interest expense, net (22,981 ) (418 ) — (23,399 ) Non-operating pension and other postretirement benefit income 856 — — 856 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 Balance Sheet At September 30, 2018 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 76,150 $ — $ — $ 76,150 Restricted cash 1,080 — — 1,080 Receivables, net 118,405 20,765 — 139,170 Taxes receivable 12,189 14 (5,455 ) 6,748 Inventories 223,595 41,736 (2,057 ) 263,274 Other current assets 5,837 268 — 6,105 Total current assets 437,256 62,783 (7,512 ) 492,527 Property, plant and equipment, net 1,127,534 78,634 — 1,206,168 Goodwill 230,153 — — 230,153 Intangible assets, net 1,306 24,559 — 25,865 Intercompany (payable) receivable (48,326 ) 46,269 2,057 — Investment in subsidiary 174,981 — (174,981 ) — Other assets, net 24,340 2,867 (1,825 ) 25,382 TOTAL ASSETS $ 1,947,244 $ 215,112 $ (182,261 ) $ 1,980,095 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Borrowings under revolving credit facilities $ 100,000 $ — $ — $ 100,000 Accounts payable and accrued liabilities 326,573 19,957 (5,455 ) 341,075 Current liability for pensions and other postretirement employee benefits 7,631 — — 7,631 Total current liabilities 434,204 19,957 (5,455 ) 448,706 Long-term debt 671,100 — — 671,100 Liability for pensions and other postretirement employee benefits 67,759 — — 67,759 Other long-term obligations 37,788 — — 37,788 Accrued taxes 1,979 860 — 2,839 Deferred tax liabilities 106,289 19,314 (1,825 ) 123,778 TOTAL LIABILITIES 1,319,119 40,131 (7,280 ) 1,351,970 Stockholders’ equity excluding 680,827 174,981 (174,981 ) 680,827 Accumulated other comprehensive loss, net of tax (52,702 ) — — (52,702 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,947,244 $ 215,112 $ (182,261 ) $ 1,980,095 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 Nine Months Ended September 30, 2018 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 45,437 $ 17,981 $ (19,413 ) $ 44,005 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 59,632 16,054 — 75,686 Equity-based compensation expense 2,845 — — 2,845 Deferred taxes 10,662 (6,732 ) — 3,930 Employee benefit plans 102 — — 102 Disposal of plant and equipment, net 128 — — 128 Gain on divested assets — (25,510 ) — (25,510 ) Other non-cash adjustments, net 899 — — 899 Changes in working capital, net 22,045 (7,383 ) (7,260 ) 7,402 Changes in taxes receivable, net 8,053 26 5,455 13,534 Other, net (1,800 ) (122 ) — (1,922 ) Net cash flows from operating activities 148,003 (5,686 ) (21,218 ) 121,099 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (172,434 ) (1,600 ) — (174,034 ) Net proceeds from divested assets 70,930 — — 70,930 Other, net 793 14 — 807 Net cash flows from investing activities (100,711 ) (1,586 ) — (102,297 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on revolving credit facilities 322,454 — — 322,454 Repayments of borrowings on revolving credit facilities (277,454 ) — — (277,454 ) Investment (to) from parent (28,490 ) 7,272 21,218 — Other, net (853 ) — — (853 ) Net cash flows from financing activities 15,657 7,272 21,218 44,147 Increase in cash, cash equivalents, and restricted cash 62,949 — — 62,949 Cash, cash equivalents, and restricted cash at beginning of period 16,738 — — 16,738 Cash, cash equivalents, and restricted cash at end of period $ 79,687 $ — $ — $ 79,687 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 taxes 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 non-cash adjustments, 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, cash equivalents, and restricted cash (11,108 ) (3,415 ) — (14,523 ) Cash, cash equivalents, and restricted cash at beginning of period 19,586 3,415 — 23,001 Cash, cash equivalents, and restricted cash at end of period $ 8,478 $ — $ — $ 8,478 |