Supplemental Guarantor Financial Information

All of our subsidiaries that are 100% directly and indirectly owned by Clearwater Paper guarantee our 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 guarantors subsidiaries, and the eliminations necessary to arrive at the information for Clearwater Paper on a consolidated basis.

Clearwater Paper Corporation

Consolidating Balance Sheet

At December 31, 2019



(In millions)	Issuer			Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	20.0		$	—	$	—		$	20.0
Restricted cash	1.4			—		—			1.4
Receivables, net	140.1			19.0		—			159.1
Taxes receivable	0.3			—		—			0.3
Inventories	244.1			40.0		(2.7		)	281.4
Other current assets	3.4			0.2		—			3.6
Total current assets	409.3			59.2		(2.7		)	465.8
Property, plant and equipment, net	1,188.4			69.3		—			1,257.7
Operating lease right-of-use assets	68.2			4.9		—			73.1
Goodwill and intangible assets, net	35.1			16.9		—			52.0
Intercompany (payable) receivable	(75.3		)	72.6		2.7			—
Investment in subsidiary	179.1			—		(179.1		)	—
Other assets, net	28.2			2.6		(1.7		)	29.1
TOTAL ASSETS	$	1,833.0		$	225.5	$	(180.8	)	$	1,877.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	17.9		$	—	$	—		$	17.9
Accounts payable and accrued liabilities	242.9			19.6		—			262.5
Total current liabilities	260.8			19.6		—			280.4
Long-term debt	884.5			—		—			884.5
Long-term operating lease liabilities	62.2			3.4		—			65.6
Liability for pension and other postretirement employee benefits	76.6			—		—			76.6
Other long-term obligations	16.4			0.9		—			17.3
Deferred tax liabilities	100.5			22.5		(1.7		)	121.3
TOTAL LIABILITIES	1,401.0			46.4		(1.7		)	1,445.7
Accumulated other comprehensive loss, net of tax	(59.5		)	—		—			(59.5		)
Stockholders’ equity excluding accumulated other comprehensive loss	491.5			179.1		(179.1		)	491.5
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,833.0		$	225.5	$	(180.8	)	$	1,877.7

Clearwater Paper Corporation

Consolidating Balance Sheet

At December 31, 2018



(In millions)	Issuer			Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current assets:
Cash and cash equivalents	$	22.5		$	—	$	—		$	22.5
Receivables, net	128.0			17.5		—			145.5
Taxes receivable	16.7			—		(10.4		)	6.3
Inventories	222.9			48.4		(5.1		)	266.2
Other current assets	3.3			0.1		—			3.4
Total current assets	393.4			66.0		(15.5		)	443.9
Property, plant and equipment, net	1,192.7			76.6		—			1,269.3
Goodwill and intangibles assets, net	36.2			23.0		—			59.2
Intercompany (payable) receivable	(62.9		)	57.8		5.1			—
Investment in subsidiary	175.3			—		(175.3		)	—
Other assets, net	14.8			2.6		(1.7		)	15.7
TOTAL ASSETS	$	1,749.5		$	226.0	$	(187.4	)	$	1,788.1
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	122.2		$	—	$	—		$	122.2
Accounts payable and accrued liabilities	305.7			31.7		(10.4		)	327.0
Total current liabilities	427.9			31.7		(10.4		)	449.2
Long-term debt	692.9			—		—			692.9
Liability for pension and other postretirement employee benefits	78.2			—		—			78.2
Other long-term obligations	19.3			0.9		—			20.2
Deferred tax liabilities	104.8			18.1		(1.7		)	121.2
TOTAL LIABILITIES	1,323.1			50.7		(12.1		)	1,361.7
Accumulated other comprehensive loss, net of tax	(67.3		)	—		—			(67.3		)
Stockholders’ equity excluding accumulated other comprehensive loss	493.7			175.3		(175.3		)	493.7
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,749.5		$	226.0	$	(187.4	)	$	1,788.1

Clearwater Paper Corporation

Consolidating Statement of Operations and Comprehensive Income

Year Ended December 31, 2019



(In millions)	Issuer			Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,653.1		$	268.3		$	(159.9	)	$	1,761.5
Costs and expenses:
Cost of sales	1,510.3			243.9			(157.2		)	1,597.0
Selling, general and administrative expenses	93.8			19.0			—			112.8
Other operating charges, net	6.3			—			—			6.3
Total operating costs and expenses	1,610.4			262.9			(157.2		)	1,716.1
Income (loss) from operations	42.7			5.4			(2.7		)	45.4
Interest expense, net	(44.7		)	(0.2		)	—			(44.9		)
Debt retirement costs	(2.7		)	—			—			(2.7		)
Non-operating pension and other postretirement employee benefit income (expense)	(5.7		)	—			—			(5.7		)
Income (loss) before income taxes	(10.4		)	5.2			(2.7		)	(7.9		)
Income tax provision (benefit)	(7.7		)	1.4			4.0			(2.3		)
Equity in earnings of subsidiaries	3.8			—			(3.8		)	—
Net income (loss)	1.1			3.8			(10.5		)	(5.6		)
Other comprehensive income (loss), net of tax	7.8			—			—			7.8
Comprehensive income (loss)	$	8.9		$	3.8		$	(10.5	)	$	2.2

Clearwater Paper Corporation

Consolidating Statement of Operations and Comprehensive Income

Year Ended December 31, 2018



(In millions)	Issuer			Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,752.3		$	194.9		$	(223.0	)	$	1,724.2
Costs and expenses:
Cost of sales	1,581.7			173.0			(218.0		)	1,536.7
Selling, general and administrative expenses	87.0			20.8			—			107.8
Other operating charges, net	6.5			(24.0		)	—			(17.5		)
Goodwill impairment	195.1			—			—			195.1
Total operating costs and expenses	1,870.3			169.8			(218.0		)	1,822.1
Income (loss) from operations	(118.0		)	25.1			(5.0		)	(97.9		)
Interest expense, net	(30.2		)	(0.5		)	—			(30.7		)
Non-operating pension and other postretirement employee benefit income (expense)	(4.9		)	—			—			(4.9		)
Income (loss) before income taxes	(153.1		)	24.6			(5.0		)	(133.5		)
Income tax provision (benefit)	5.2			6.3			(1.2		)	10.3
Equity in earnings of subsidiaries	18.3			—			(18.3		)	—
Net income (loss)	(140.0		)	18.3			(22.1		)	(143.8		)
Other comprehensive income (loss), net of tax	(10.5		)	—			—			(10.5		)
Comprehensive income (loss)	$	(150.5	)	$	18.3		$	(22.1	)	$	(154.3	)

Clearwater Paper Corporation

Consolidating Statement of Operations and Comprehensive Income

Year Ended December 31, 2017



(In millions)	Issuer			Guarantor Subsidiaries			Eliminations			Total
Net sales	$	1,707.3		$	242.2		$	(219.1	)	$	1,730.4
Costs and expenses:
Cost of sales	1,516.5			219.9			(215.2		)	1,521.2
Selling, general and administrative expenses	90.8			30.4			—			121.2
Other operating charges, net	16.8			—			—			16.8
Total operating costs and expenses	1,624.1			250.3			(215.2		)	1,659.2
Income (loss) from operations	83.2			(8.1		)	(3.9		)	71.2
Interest expense, net	(30.8		)	(0.6		)	—			(31.4		)
Non-operating pension and other postretirement employee benefit income (expense)	1.1			—			—			1.1
Income (loss) before income taxes	53.5			(8.7		)	(3.9		)	40.9
Income tax provision (benefit)	(34.3		)	(20.6		)	(1.5		)	(56.4		)
Equity in earnings of subsidiaries	11.9			—			(11.9		)	—
Net income (loss)	99.7			11.9			(14.3		)	97.3
Other comprehensive income (loss), net of tax	7.8			—			—			7.8
Comprehensive income (loss)	$	107.5		$	11.9		$	(14.3	)	$	105.1

Clearwater Paper Corporation

Consolidating Statement of Cash Flows

Year Ended December 31, 2019



(In millions)	Issuer			Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	1.1		$	3.8		$	(10.5	)	$	(5.6	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	99.5			16.1			—			115.6
Equity-based compensation expense	4.1			—			—			4.1
Deferred taxes	(5.0		)	4.7			—			(0.3		)
Pension and other postretirement employee benefits	1.4			—			—			1.4
Debt retirement costs	2.7			—			—			2.7
Disposal of plant and equipment, net	0.7			—			—			0.7
Other non-cash activity	2.5			—			—			2.5
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable	(25.0		)	11.4			—			(13.6		)
(Increase) decrease in taxes receivable, net	6.0			—			(10.4		)	(4.4		)
(Increase) decrease in inventory	(27.2		)	6.2			(0.2		)	(21.2		)
(Increase) decrease in other current assets	(0.7		)	(0.1		)	—			(0.8		)
Increase (decrease) in accounts payable and accrued liabilities	(25.1		)	(13.8		)	10.4			(28.5		)
Other, net	2.9			0.1			—			3.0
Net cash flows from operating activities	37.9			28.4			(10.7		)	55.6
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(138.2		)	(1.9		)	—			(140.1		)
Net cash flows from investing activities	(138.2		)	(1.9		)	—			(140.1		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on short-term debt	549.3			—			—			549.3
Repayments of borrowings on short-term debt	(657.7		)	—			—			(657.7		)
Proceeds from long-term debt, net	296.1			—			—			296.1
Repayment of long-term debt	(103.0		)	—			—			(103.0		)
Investment between parent and subsidiaries	15.8			(26.5		)	10.7			—
Payments for debt issuance costs	(2.3		)	—			—			(2.3		)
Other, net	(0.4		)	—			—			(0.4		)
Net cash flows from financing activities	97.8			(26.5		)	10.7			82.0
Increase (decrease) in cash, cash equivalents and restricted cash	(2.5		)	—			—			(2.5		)
Cash, cash equivalents and restricted cash at beginning of period	24.9			—			—			24.9
Cash, cash equivalents and restricted cash at end of period	$	22.4		$	—		$	—		$	22.4

Clearwater Paper Corporation

Consolidating Statement of Cash Flows

Year Ended December 31, 2018



(In millions)	Issuer			Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(140.0	)	$	18.3		$	(22.1	)	$	(143.8	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Goodwill impairment	195.1			—			—			195.1
Depreciation and amortization	81.8			20.1			—			101.9
Equity-based compensation expense	3.3			—			—			3.3
Deferred taxes	15.0			(7.9		)	—			7.1
Pension and other postretirement employee benefits	(0.6		)	—			—			(0.6		)
Gain on divested assets	—			(25.5		)	—			(25.5		)
Disposal of plant and equipment, net	0.7			—			—			0.7
Other non-cash activity	1.5			—			—			1.5
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable	(3.8		)	(3.5		)	—			(7.3		)
(Increase) decrease in taxes receivable, net	3.6			—			10.4			14.0
(Increase) decrease in inventory	1.0			(10.3		)	1.2			(8.1		)
(Increase) decrease in other current assets	6.4			—			—			6.4
Increase (decrease) in accounts payable and accrued liabilities	20.9			14.7			(10.4		)	25.2
Other, net	(1.2		)	0.2			—			(1.0		)
Net cash flows from operating activities	183.7			6.1			(20.9		)	168.9
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(293.8		)	(1.9		)	—			(295.7		)
Net proceeds from divested assets	70.9			—			—			70.9
Other, net	0.8			—			—			0.8
Net cash flows from investing activities	(222.1		)	(1.9		)	—			(224.0		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on short-term debt	630.8			—			—			630.8
Repayments of borrowings on short-term debt	(565.0		)	—			—			(565.0		)
Investment between parent and subsidiaries	(16.7		)	(4.2		)	20.9			—
Payments for debt issuance costs	(2.1		)	—			—			(2.1		)
Other, net	(0.4		)	—			—			(0.4		)
Net cash flows from financing activities	46.6			(4.2		)	20.9			63.3
Increase (decrease) in cash, cash equivalents and restricted cash	8.2			—			—			8.2
Cash, cash equivalents and restricted cash at beginning of period	16.7			—			—			16.7
Cash, cash equivalents and restricted cash at end of period	$	24.9		$	—		$	—		$	24.9

Clearwater Paper Corporation

Consolidating Statement of Cash Flows

Year Ended December 31, 2017



(In millions)	Issuer			Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	99.7		$	11.9		$	(14.3	)	$	97.3
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation and amortization	76.9			28.1			—			105.0
Equity-based compensation expense	3.6			—			—			3.6
Deferred taxes	(17.0		)	(23.6		)	—			(40.6		)
Pension and other postretirement employee benefits	(5.1		)	—			—			(5.1		)
Disposal of plant and equipment, net	0.5			3.6			—			4.1
Other non-cash activities	2.9			—			—			2.9
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable	3.4			12.5			(10.3		)	5.6
(Increase) decrease in taxes receivable, net	(5.1		)	—			(5.5		)	(10.6		)
(Increase) decrease in inventory	(25.2		)	8.4			2.0			(14.8		)
(Increase) decrease in other current assets	(0.6		)	0.3			—			(0.3		)
Increase (decrease) in accounts payable and accrued liabilities	31.1			(15.6		)	15.8			31.3
Other, net	3.4			(3.1		)	—			0.3
Net cash flows from operating activities	168.5			22.5			(12.3		)	178.7
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment	(193.8		)	(5.9		)	—			(199.7		)
Other, net	0.3			0.6			—			0.9
Net cash flows from investing activities	(193.5		)	(5.3		)	—			(198.8		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on short-term debt	298.3			—			—			298.3
Repayments of borrowings on short-term debt	(278.3		)	—			—			(278.3		)
Purchase of treasury stock	(4.9		)	—			—			(4.9		)
Investment between parent and subsidiaries	8.3			(20.6		)	12.3			—
Payments for debt issuance costs	(0.1		)	—			—			(0.1		)
Other, net	(1.2		)	—			—			(1.2		)
Net cash flows from financing activities	22.1			(20.6		)	12.3			13.8
Increase (decrease) in cash, cash equivalents and restricted cash	(2.9		)	(3.4		)	—			(6.3		)
Cash, cash equivalents and restricted cash at beginning of period	19.6			3.4			—			23.0
Cash, cash equivalents and restricted cash at end of period	$	16.7		$	—		$	—		$	16.7