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 Subsidiaries			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 Subsidiaries			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 accumulated other comprehensive loss	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 accumulated other comprehensive loss	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