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, 2019 (In thousands) Issuer Guarantor Eliminations Total Net sales $ 421,457 $ 67,685 $ (37,149 ) $ 451,993 Costs and expenses: Cost of sales (385,788 ) (61,325 ) 37,288 (409,825 ) Selling, general and administrative expenses (21,078 ) (5,749 ) — (26,827 ) Total operating costs and expenses (406,866 ) (67,074 ) 37,288 (436,652 ) Income from operations 14,591 611 139 15,341 Interest expense, net (10,877 ) (37 ) — (10,914 ) Non-operating pension and other postretirement benefit costs (1,531 ) — — (1,531 ) Earnings before income taxes 2,183 574 139 2,896 Income tax (provision) benefit (1,969 ) 428 (1,779 ) (3,320 ) Equity in income of subsidiary 1,002 — (1,002 ) — Net earnings (loss) $ 1,216 $ 1,002 $ (2,642 ) $ (424 ) Other comprehensive income, net of tax 1,334 — — 1,334 Comprehensive income $ 2,550 $ 1,002 $ (2,642 ) $ 910 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Six Months Ended June 30, 2019 (In thousands) Issuer Guarantor Eliminations Total Net sales $ 833,852 $ 135,225 $ (88,305 ) $ 880,772 Costs and expenses: Cost of sales (758,040 ) (121,501 ) 85,470 (794,071 ) Selling, general and administrative expenses (47,323 ) (9,675 ) — (56,998 ) Total operating costs and expenses (805,363 ) (131,176 ) 85,470 (851,069 ) Income from operations 28,489 4,049 (2,835 ) 29,703 Interest expense, net (19,262 ) (138 ) — (19,400 ) Non-operating pension and other postretirement benefit costs (2,845 ) — — (2,845 ) Earnings before income taxes 6,382 3,911 (2,835 ) 7,458 Income tax (provision) benefit (3,775 ) (424 ) 154 (4,045 ) Equity in income of subsidiary 3,487 — (3,487 ) — Net earnings $ 6,094 $ 3,487 $ (6,168 ) $ 3,413 Other comprehensive income, net of tax 2,573 — — 2,573 Comprehensive income $ 8,667 $ 3,487 $ (6,168 ) $ 5,986 Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Three Months Ended June 30, 2018 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total Net sales $ 433,826 $ 54,313 $ (56,040 ) $ 432,099 Costs 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 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total Net sales $ 889,003 $ 100,526 $ (120,478 ) $ 869,051 Costs 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 Balance Sheet At June 30, 2019 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 41,800 $ — $ — $ 41,800 Restricted cash 1,440 — — 1,440 Receivables, net 151,072 18,900 — 169,972 Taxes receivable 7,995 295 (347 ) 7,943 Inventories 248,236 42,462 (2,835 ) 287,863 Other current assets 9,832 286 — 10,118 Total current assets 460,375 61,943 (3,182 ) 519,136 Property, plant and equipment, net 1,220,503 73,191 — 1,293,694 Operating lease right-of-use assets 69,656 5,682 — 75,338 Goodwill 35,074 — — 35,074 Intangible assets, net 522 19,988 — 20,510 Intercompany (payable) receivable (65,731 ) 62,896 2,835 — Investment in subsidiary 178,788 — (178,788 ) — Other assets, net 11,365 2,818 (2,088 ) 12,095 TOTAL ASSETS $ 1,910,552 $ 226,518 $ (181,223 ) $ 1,955,847 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Short-term debt $ 235,000 $ — $ — $ 235,000 Accounts payable and accrued liabilities 278,415 23,226 (347 ) 301,294 Current liability for pensions and other postretirement employee benefits 7,430 — — 7,430 Total current liabilities 520,845 23,226 (347 ) 543,724 Long-term debt 671,676 — — 671,676 Operating lease liabilities 65,966 4,228 — 70,194 Liability for pensions and other postretirement employee benefits 74,903 — — 74,903 Other long-term obligations 33,498 — — 33,498 Accrued taxes 1,378 879 — 2,257 Deferred tax liabilities 107,921 19,397 (2,088 ) 125,230 TOTAL LIABILITIES 1,476,187 47,730 (2,435 ) 1,521,482 Stockholders’ equity excluding 499,140 178,788 (178,788 ) 499,140 Accumulated other comprehensive loss, net of tax (64,775 ) — — (64,775 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,910,552 $ 226,518 $ (181,223 ) $ 1,955,847 Clearwater Paper Corporation Consolidating Balance Sheet At December 31, 2018 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 22,484 $ — $ — $ 22,484 Receivables, net 127,952 17,567 — 145,519 Taxes receivable 16,634 41 (10,374 ) 6,301 Inventories 222,960 48,361 (5,077 ) 266,244 Other current assets 3,346 53 — 3,399 Total current assets 393,376 66,022 (15,451 ) 443,947 Property, plant and equipment, net 1,192,716 76,555 — 1,269,271 Goodwill 35,074 — — 35,074 Intangible assets, net 1,045 23,035 — 24,080 Intercompany (payable) receivable (62,846 ) 57,769 5,077 — Investment in subsidiary 175,301 — (175,301 ) — Other assets, net 14,839 2,618 (1,711 ) 15,746 TOTAL ASSETS $ 1,749,505 $ 225,999 $ (187,386 ) $ 1,788,118 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Short-term debt $ 120,833 $ — $ — $ 120,833 Accounts payable and accrued liabilities 299,715 31,691 (10,374 ) 321,032 Current liability for pensions and other postretirement employee benefits 7,430 — — 7,430 Total current liabilities 427,978 31,691 (10,374 ) 449,295 Long-term debt 671,292 — — 671,292 Liability for pensions and other postretirement employee benefits 78,191 — — 78,191 Other long-term obligations 38,977 — — 38,977 Accrued taxes 1,918 867 — 2,785 Deferred tax liabilities 104,753 18,140 (1,711 ) 121,182 TOTAL LIABILITIES 1,323,109 50,698 (12,085 ) 1,361,722 Stockholders’ equity excluding 493,744 175,301 (175,301 ) 493,744 Accumulated other comprehensive loss, net of tax (67,348 ) — — (67,348 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,749,505 $ 225,999 $ (187,386 ) $ 1,788,118 Clearwater Paper Corporation Consolidating Statement of Cash Flows Six Months Ended June 30, 2019 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 6,094 $ 3,487 $ (6,168 ) $ 3,413 Adjustments to reconcile net earnings to net cash flows from operating activities: Depreciation and amortization 46,457 7,896 — 54,353 Equity-based compensation expense 2,070 — — 2,070 Deferred taxes 3,880 1,300 — 5,180 Deferred issuance costs on debt 938 — — 938 Other non-cash activity, net (792 ) — (792 ) Changes in working capital, net (64,846 ) 4,811 9,889 (50,146 ) Changes in taxes receivable 8,639 (254 ) (10,027 ) (1,642 ) Changes in non-current accrued taxes (540 ) 12 — (528 ) Other, net 1,942 (66 ) — 1,876 Net cash flows from operating activities 3,842 17,186 (6,306 ) 14,722 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (107,155 ) (1,264 ) — (108,419 ) Other, net 4 — — 4 Net cash flows from investing activities (107,151 ) (1,264 ) — (108,415 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on short-term debt 436,927 — — 436,927 Repayments of borrowings on short-term debt (322,760 ) — — (322,760 ) Investment from (to) parent 9,616 (15,922 ) 6,306 — Other, net (1,147 ) — — (1,147 ) Net cash flows from financing activities 122,636 (15,922 ) 6,306 113,020 Increase in cash, cash equivalents and restricted cash 19,327 — — 19,327 Cash, cash equivalents and restricted cash at beginning of period 24,947 — — 24,947 Cash, cash equivalents and restricted cash at end of period $ 44,274 $ — $ — $ 44,274 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 Equity-based compensation expense 343 — — 343 Deferred taxes 2,979 (330 ) — 2,649 Deferred issuance costs on long term debt 716 — — 716 Other non-cash activity, net 414 (4 ) — 410 Changes in working capital, net 41,660 (6,051 ) 708 36,317 Changes in taxes receivable 11,502 (4 ) — 11,498 Changes in non-current accrued taxes, net 346 — — 346 Other, net (770 ) (526 ) — (1,296 ) Net cash flows from operating activities 110,221 4,700 (4,033 ) 110,888 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 short-term debt 124,063 — — 124,063 Repayments of borrowings on short-term debt (119,063 ) — — (119,063 ) Investment (to) from 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, cash equivalents and restricted cash 37,552 — — 37,552 Cash, cash equivalents and restricted cash at beginning of period 16,738 — — 16,738 Cash, cash equivalents and restricted cash at end of period $ 54,290 $ — $ — $ 54,290 |