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, 2019 (In thousands) Issuer Guarantor Eliminations Total Net sales $ 416,293 $ 67,869 $ (38,974 ) $ 445,188 Costs and expenses: Cost of sales (396,794 ) (60,240 ) 38,330 (418,704 ) Selling, general and administrative expenses (24,255 ) (4,689 ) — (28,944 ) Total operating costs and expenses (421,049 ) (64,929 ) 38,330 (447,648 ) (Loss) income from operations (4,756 ) 2,940 (644 ) (2,460 ) Interest expense, net (13,076 ) (1 ) — (13,077 ) Debt retirement costs (2,725 ) — — (2,725 ) Non-operating pension and other postretirement benefit costs (1,421 ) — — (1,421 ) (Loss) earnings before income taxes (21,978 ) 2,939 (644 ) (19,683 ) Income tax benefit (provision) 13,996 (1,397 ) (3,889 ) 8,710 Equity in income of subsidiary 1,542 — (1,542 ) — Net (loss) earnings $ (6,440 ) $ 1,542 $ (6,075 ) $ (10,973 ) Other comprehensive income, net of tax 1,286 — — 1,286 Comprehensive (loss) income $ (5,154 ) $ 1,542 $ (6,075 ) $ (9,687 ) Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Nine Months Ended September 30, 2019 (In thousands) Issuer Guarantor Eliminations Total Net sales $ 1,250,145 $ 203,094 $ (127,279 ) $ 1,325,960 Costs and expenses: Cost of sales (1,154,834 ) (181,741 ) 123,800 (1,212,775 ) Selling, general and administrative expenses (71,578 ) (14,364 ) — (85,942 ) Total operating costs and expenses (1,226,412 ) (196,105 ) 123,800 (1,298,717 ) Income from operations 23,733 6,989 (3,479 ) 27,243 Interest expense, net (32,338 ) (139 ) — (32,477 ) Debt retirement costs (2,725 ) — — (2,725 ) Non-operating pension and other postretirement benefit costs (4,266 ) — — (4,266 ) (Loss) earnings before income taxes (15,596 ) 6,850 (3,479 ) (12,225 ) Income tax benefit (provision) 10,221 (1,821 ) (3,735 ) 4,665 Equity in income of subsidiary 5,029 — (5,029 ) — Net (loss) earnings $ (346 ) $ 5,029 $ (12,243 ) $ (7,560 ) Other comprehensive income, net of tax 3,859 — — 3,859 Comprehensive income $ 3,513 $ 5,029 $ (12,243 ) $ (3,701 ) Clearwater Paper Corporation Consolidating Statement of Operations and Comprehensive Income Three Months Ended September 30, 2018 (In thousands) Issuer Guarantor 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, net — 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 (In thousands) Issuer Guarantor 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, net — 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 Balance Sheet At September 30, 2019 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 7,815 $ — $ — $ 7,815 Restricted cash 1,440 — — 1,440 Receivables, net 139,201 18,728 — 157,929 Taxes receivable 6,716 24 (19 ) 6,721 Inventories 246,211 39,663 (3,479 ) 282,395 Other current assets 7,725 235 — 7,960 Total current assets 409,108 58,650 (3,498 ) 464,260 Property, plant and equipment, net 1,202,690 70,784 — 1,273,474 Operating lease right-of-use assets 69,211 5,292 — 74,503 Goodwill 35,074 — — 35,074 Intangible assets, net 261 18,464 — 18,725 Intercompany (payable) receivable (72,415 ) 68,936 3,479 — Investment in subsidiary 180,330 — (180,330 ) — Other assets, net 13,906 2,960 (1,825 ) 15,041 TOTAL ASSETS $ 1,838,165 $ 225,086 $ (182,174 ) $ 1,881,077 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Short-term debt $ 58,000 $ — $ — $ 58,000 Accounts payable and accrued liabilities 211,805 17,777 (19 ) 229,563 Current liability for pension and other postretirement employee benefits 7,430 — — 7,430 Total current liabilities 277,235 17,777 (19 ) 294,993 Long-term debt 866,702 — — 866,702 Operating lease liabilities 62,792 3,779 — 66,571 Liability for pension and other postretirement employee benefits 73,738 — — 73,738 Other long-term obligations 33,990 — — 33,990 Accrued taxes 2,186 884 — 3,070 Deferred tax liabilities 96,377 22,316 (1,825 ) 116,868 TOTAL LIABILITIES 1,413,020 44,756 (1,844 ) 1,455,932 Stockholders’ equity excluding 488,634 180,330 (180,330 ) 488,634 Accumulated other comprehensive loss, net of tax (63,489 ) — — (63,489 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,838,165 $ 225,086 $ (182,174 ) $ 1,881,077 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 pension 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 pension 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 Nine Months Ended September 30, 2019 (In thousands) Issuer Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) earnings $ (346 ) $ 5,029 $ (12,243 ) $ (7,560 ) Adjustments to reconcile net (loss) earnings to net cash flows from operating activities: Depreciation and amortization 74,186 12,157 — 86,343 Equity-based compensation expense 2,959 — — 2,959 Deferred taxes (10,286 ) 4,263 — (6,023 ) Employee benefit plans 1,006 — — 1,006 Amortization of deferred issuance costs on debt 1,452 — — 1,452 Loss on retirement of debt 2,725 — — 2,725 Other non-cash activity, net 734 (10 ) 724 Changes in working capital, net (111,631 ) 2,504 10,861 (98,266 ) Changes in taxes receivable 9,918 17 (10,355 ) (420 ) Other, net 1,086 (261 ) — 825 Net cash flows from operating activities (28,197 ) 23,699 (11,737 ) (16,235 ) CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (124,111 ) (1,683 ) — (125,794 ) Other, net 4 10 — 14 Net cash flows from investing activities (124,107 ) (1,673 ) — (125,780 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on long-term debt 296,146 — — 296,146 Repayments of borrowings on long-term debt (101,671 ) — — (101,671 ) Borrowings on short-term debt 534,877 — — 534,877 Repayments of borrowings on short-term debt (598,715 ) — — (598,715 ) Payments for debt issuance costs (1,844 ) — — (1,844 ) Investment from (to) parent 10,289 (22,026 ) 11,737 — Other, net (1,430 ) — — (1,430 ) Net cash flows from financing activities 137,652 (22,026 ) 11,737 127,363 Decrease in cash, cash equivalents and restricted cash (14,652 ) — — (14,652 ) Cash, cash equivalents and restricted cash at beginning of period 24,947 — — 24,947 Cash, cash equivalents and restricted cash at end of period $ 10,295 $ — $ — $ 10,295 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 Deferred issuance costs on long term debt 943 — — 943 Gain on divested assets — (25,510 ) — (25,510 ) Other non-cash activity, net 84 — — 84 Changes in working capital, net 22,045 (7,383 ) (7,260 ) 7,402 Changes in taxes receivable 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 short-term debt 322,454 — — 322,454 Repayments of borrowings on short-term debt (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 |