Consolidating Guarantor and Nonguarantor Financial Information | Consolidating Guarantor and Nonguarantor Financial Information The following consolidating financial information presents the Statements of Comprehensive Income (Loss), Balance Sheets, and Statements of Cash Flows related to Boise Cascade. The Senior Notes are guaranteed fully and unconditionally and jointly and severally by each of our existing and future subsidiaries (other than our foreign subsidiaries). Each of our existing subsidiaries that is a guarantor of the Senior Notes is 100% owned by Boise Cascade. Other than the consolidated financial statements and footnotes for Boise Cascade and the consolidating financial information, financial statements and other disclosures concerning the guarantors have not been presented because management believes that such information is not material to investors. Furthermore, the cancellation provisions in the related indenture regarding guarantor subsidiaries are customary, and they do not include an arrangement that permits a guarantor subsidiary to opt out of the obligation prior to or during the term of the debt. Each guarantor subsidiary is automatically released from its obligations as a guarantor upon the sale of the subsidiary or substantially all of its assets to a third party, the designation of the subsidiary as an unrestricted subsidiary for purposes of the covenants included in the indenture, the release of the indebtedness under the indenture, or if the issuer exercises its legal defeasance option or the discharge of its obligations in accordance with the indenture governing the Senior Notes. Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income For the Three Months Ended June 30, 2015 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Sales Trade $ — $ 951,728 $ 3,669 $ — $ 955,397 Intercompany — — 5,853 (5,853 ) — — 951,728 9,522 (5,853 ) 955,397 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 405 822,032 8,050 (5,904 ) 824,583 Depreciation and amortization 64 12,926 291 — 13,281 Selling and distribution expenses 314 67,493 447 — 68,254 General and administrative expenses 5,143 6,824 — 51 12,018 Other (income) expense, net (22 ) (4 ) (72 ) — (98 ) 5,904 909,271 8,716 (5,853 ) 918,038 Income (loss) from operations (5,904 ) 42,457 806 — 37,359 Foreign currency exchange gain (loss) (83 ) 44 80 — 41 Interest expense (5,578 ) (13 ) — — (5,591 ) Interest income 21 37 — — 58 (5,640 ) 68 80 — (5,492 ) Income (loss) before income taxes and equity in net income of affiliates (11,544 ) 42,525 886 — 31,867 Income tax (provision) benefit (11,663 ) 26 — — (11,637 ) Income (loss) before equity in net income of affiliates (23,207 ) 42,551 886 — 20,230 Equity in net income of affiliates 43,437 — — (43,437 ) — Net income 20,230 42,551 886 (43,437 ) 20,230 Other comprehensive income, net of tax Defined benefit pension plans Actuarial gain 11,923 — — — 11,923 Amortization of actuarial loss 808 — — — 808 Other comprehensive income, net of tax 12,731 — — — 12,731 Comprehensive income $ 32,961 $ 42,551 $ 886 $ (43,437 ) $ 32,961 Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income For the Three Months Ended June 30, 2014 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Sales Trade $ — $ 957,289 $ 3,898 $ — $ 961,187 Intercompany — — 5,785 (5,785 ) — — 957,289 9,683 (5,785 ) 961,187 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) — 821,453 8,481 (6,402 ) 823,532 Depreciation and amortization 43 12,137 302 — 12,482 Selling and distribution expenses — 66,587 594 — 67,181 General and administrative expenses 4,657 6,651 — 617 11,925 Other (income) expense, net (9 ) 295 (123 ) — 163 4,691 907,123 9,254 (5,785 ) 915,283 Income (loss) from operations (4,691 ) 50,166 429 — 45,904 Foreign currency exchange gain 170 29 67 — 266 Interest expense (5,519 ) — — — (5,519 ) Interest income 3 50 — — 53 (5,346 ) 79 67 — (5,200 ) Income (loss) before income taxes and equity in net income of affiliates (10,037 ) 50,245 496 — 40,704 Income tax (provision) benefit (14,311 ) 25 — — (14,286 ) Income (loss) before equity in net income of affiliates (24,348 ) 50,270 496 — 26,418 Equity in net income of affiliates 50,766 — — (50,766 ) — Net income 26,418 50,270 496 (50,766 ) 26,418 Other comprehensive loss, net of tax Defined benefit pension plans Amortization of actuarial gain (4 ) — — — (4 ) Other comprehensive loss, net of tax (4 ) — — — (4 ) Comprehensive income $ 26,414 $ 50,270 $ 496 $ (50,766 ) $ 26,414 Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income For the Six Months Ended June 30, 2015 (unaudited) Boise Guarantor Non- Eliminations Consolidated (thousands) Sales Trade $ — $ 1,759,455 $ 5,845 $ — $ 1,765,300 Intercompany — — 9,892 (9,892 ) — — 1,759,455 15,737 (9,892 ) 1,765,300 Costs and expenses Materials, labor, and other operating expenses, (excluding depreciation) 1,255 1,524,885 13,699 (10,217 ) 1,529,622 Depreciation and amortization 122 26,165 581 — 26,868 Selling and distribution expenses 869 128,256 1,009 — 130,134 General and administrative expenses 10,436 13,265 — 325 24,026 Other (income) expense, net (247 ) 153 (303 ) — (397 ) 12,435 1,692,724 14,986 (9,892 ) 1,710,253 Income (loss) from operations (12,435 ) 66,731 751 — 55,047 Foreign currency exchange gain (loss) (255 ) 177 12 — (66 ) Interest expense (11,059 ) (13 ) — — (11,072 ) Interest income 39 109 — — 148 (11,275 ) 273 12 — (10,990 ) Income (loss) before income taxes and equity in net income of affiliates (23,710 ) 67,004 763 — 44,057 Income tax (provision) benefit (16,267 ) 57 — — (16,210 ) Income (loss) before equity in net income of affiliates (39,977 ) 67,061 763 — 27,847 Equity in net income of affiliates 67,824 — — (67,824 ) — Net income 27,847 67,061 763 (67,824 ) 27,847 Other comprehensive income, net of tax Defined benefit pension plans Actuarial gain 11,923 — — — 11,923 Amortization of actuarial loss 1,793 — — — 1,793 Effect of settlements 309 — — — 309 Other comprehensive income, net of tax 14,025 — — — 14,025 Comprehensive income $ 41,872 $ 67,061 $ 763 $ (67,824 ) $ 41,872 Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income For the Six Months Ended June 30, 2014 (unaudited) Boise Guarantor Non- Eliminations Consolidated (thousands) Sales Trade $ — $ 1,721,359 $ 7,008 $ — $ 1,728,367 Intercompany — — 8,350 (8,350 ) — — 1,721,359 15,358 (8,350 ) 1,728,367 Costs and expenses Materials, labor, and other operating expenses, (excluding depreciation) — 1,491,203 13,879 (8,942 ) 1,496,140 Depreciation and amortization 77 24,116 609 — 24,802 Selling and distribution expenses — 124,862 1,249 — 126,111 General and administrative expenses 8,932 13,066 — 592 22,590 Other (income) expense, net — (1,335 ) (402 ) — (1,737 ) 9,009 1,651,912 15,335 (8,350 ) 1,667,906 Income (loss) from operations (9,009 ) 69,447 23 — 60,461 Foreign currency exchange gain 108 38 31 — 177 Interest expense (11,031 ) — — — (11,031 ) Interest income 8 115 — — 123 (10,915 ) 153 31 — (10,731 ) Income (loss) before income taxes and equity in net income of affiliates (19,924 ) 69,600 54 — 49,730 Income tax (provision) benefit (17,790 ) 43 — — (17,747 ) Income (loss) before equity in net income of affiliates (37,714 ) 69,643 54 — 31,983 Equity in net income of affiliates 69,697 — — (69,697 ) — Net income 31,983 69,643 54 (69,697 ) 31,983 Other comprehensive loss, net of tax Defined benefit pension plans Amortization of actuarial gain (8 ) — — — (8 ) Other comprehensive loss, net of tax (8 ) — — — (8 ) Comprehensive income $ 31,975 $ 69,643 $ 54 $ (69,697 ) $ 31,975 Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at June 30, 2015 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) ASSETS Current Cash and cash equivalents $ 194,903 $ 21 $ 3 $ — $ 194,927 Receivables Trade, less allowances 1 235,877 637 — 236,515 Related parties — 487 — — 487 Other 314 4,464 551 — 5,329 Inventories — 408,252 6,862 — 415,114 Deferred income taxes 19,286 — 6 — 19,292 Prepaid expenses and other 6,124 4,039 26 — 10,189 Total current assets 220,628 653,140 8,085 — 881,853 Property and equipment, net 1,926 365,596 6,491 — 374,013 Timber deposits — 12,568 — — 12,568 Deferred financing costs 7,199 — — — 7,199 Goodwill — 21,823 — — 21,823 Intangible assets, net — 10,137 — — 10,137 Other assets 591 10,244 16 — 10,851 Investments in affiliates 775,698 — — (775,698 ) — Total assets $ 1,006,042 $ 1,073,508 $ 14,592 $ (775,698 ) $ 1,318,444 Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at June 30, 2015 (continued) (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable Trade $ 5,693 $ 231,620 $ 999 $ — $ 238,312 Related parties — 3,445 — — 3,445 Accrued liabilities — — — — Compensation and benefits 16,066 31,666 306 — 48,038 Interest payable 3,375 — — — 3,375 Other 2,449 35,956 1,168 — 39,573 Total current liabilities 27,583 302,687 2,473 — 332,743 Debt Long-term debt 351,312 — — — 351,312 Other Compensation and benefits 84,783 — — — 84,783 Other long-term liabilities 11,763 7,242 — — 19,005 96,546 7,242 — — 103,788 Commitments and contingent liabilities Stockholders' equity Preferred stock — — — — — Common stock 434 — — — 434 Treasury stock (106,109 ) — — — (106,109 ) Additional paid-in capital 505,188 — — — 505,188 Accumulated other comprehensive loss (87,473 ) — — — (87,473 ) Retained earnings 218,561 — — — 218,561 Subsidiary equity — 763,579 12,119 (775,698 ) — Total stockholders' equity 530,601 763,579 12,119 (775,698 ) 530,601 Total liabilities and stockholders' equity $ 1,006,042 $ 1,073,508 $ 14,592 $ (775,698 ) $ 1,318,444 Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at December 31, 2014 Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) ASSETS Current Cash and cash equivalents $ 163,512 $ 23 $ 14 $ — $ 163,549 Receivables Trade, less allowances 237 171,613 464 — 172,314 Related parties — 821 — — 821 Other 171 6,908 232 — 7,311 Inventories — 389,259 5,202 — 394,461 Deferred income taxes 20,305 — 6 — 20,311 Prepaid expenses and other 10,756 4,064 37 — 14,857 Total current assets 194,981 572,688 5,955 — 773,624 Property and equipment, net 1,601 359,474 7,053 — 368,128 Timber deposits — 13,819 — — 13,819 Deferred financing costs 7,149 — — — 7,149 Goodwill — 21,823 — — 21,823 Intangible assets, net — 10,183 — — 10,183 Deferred income taxes 16,684 — — — 16,684 Other assets 20 9,055 — — 9,075 Investments in affiliates 771,026 — — (771,026 ) — Total assets $ 991,461 $ 987,042 $ 13,008 $ (771,026 ) $ 1,220,485 Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at December 31, 2014 (continued) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable Trade $ 7,238 $ 143,141 $ 314 $ — $ 150,693 Related parties — 1,743 — — 1,743 Accrued liabilities Compensation and benefits 18,793 46,867 510 — 66,170 Interest payable 3,298 — — — 3,298 Other 1,559 30,163 1,564 — 33,286 Total current liabilities 30,888 221,914 2,388 — 255,190 Debt Long-term debt 301,415 — — — 301,415 Other Compensation and benefits 156,218 — — — 156,218 Other long-term liabilities 10,552 4,722 — — 15,274 166,770 4,722 — — 171,492 Commitments and contingent liabilities Stockholders' equity Preferred stock — — — — — Common stock 433 — — — 433 Treasury stock (100,000 ) — — — (100,000 ) Additional paid-in capital 502,739 — — — 502,739 Accumulated other comprehensive loss (101,498 ) — — — (101,498 ) Retained earnings 190,714 — — — 190,714 Subsidiary equity — 760,406 10,620 (771,026 ) — Total stockholders' equity 492,388 760,406 10,620 (771,026 ) 492,388 Total liabilities and stockholders' equity $ 991,461 $ 987,042 $ 13,008 $ (771,026 ) $ 1,220,485 Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Six Months Ended June 30, 2015 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Cash provided by (used for) operations Net income $ 27,847 $ 67,061 $ 763 $ (67,824 ) $ 27,847 Items in net income (loss) not using (providing) cash Equity in net income of affiliates (67,824 ) — — 67,824 — Depreciation and amortization, including deferred financing costs and other 892 26,165 581 — 27,638 Stock-based compensation 2,898 — — — 2,898 Pension expense 2,881 — — — 2,881 Deferred income taxes 7,187 — — — 7,187 Other (474 ) (148 ) — — (622 ) Decrease (increase) in working capital Receivables 93 (61,486 ) (492 ) — (61,885 ) Inventories — (18,993 ) (1,660 ) — (20,653 ) Prepaid expenses and other (3,411 ) 25 11 — (3,375 ) Accounts payable and accrued liabilities (2,927 ) 81,298 86 — 78,457 Pension contributions (53,203 ) — — — (53,203 ) Income taxes payable 14,500 — (1 ) — 14,499 Other (2,095 ) 157 (16 ) — (1,954 ) Net cash provided by (used for) operations (73,636 ) 94,079 (728 ) — 19,715 Cash provided by (used for) investment Expenditures for property and equipment (958 ) (30,466 ) (9 ) — (31,433 ) Proceeds from sales of assets — 273 (10 ) — 263 Net cash used for investment (958 ) (30,193 ) (19 ) — (31,170 ) Cash provided by (used for) financing Borrowings of long-term debt, including revolving credit facility 50,000 — — — 50,000 Treasury stock purchased (6,109 ) — — — (6,109 ) Financing costs (655 ) — — — (655 ) Other (403 ) — — — (403 ) Due to (from) affiliates 63,152 (63,888 ) 736 — — Net cash provided by (used for) financing 105,985 (63,888 ) 736 — 42,833 Net increase (decrease) in cash and cash equivalents 31,391 (2 ) (11 ) — 31,378 Balance at beginning of the period 163,512 23 14 — 163,549 Balance at end of the period $ 194,903 $ 21 $ 3 $ — $ 194,927 Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Six Months Ended June 30, 2014 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Cash provided by (used for) operations Net income $ 31,983 $ 69,643 $ 54 $ (69,697 ) $ 31,983 Items in net income not using (providing) cash Equity in net income of affiliates (69,697 ) — — 69,697 — Depreciation and amortization, including deferred financing costs and other 892 24,116 608 — 25,616 Stock-based compensation 2,310 — — — 2,310 Pension expense 357 — — — 357 Deferred income taxes 2,721 — — — 2,721 Other — (1,729 ) — — (1,729 ) Decrease (increase) in working capital Receivables (144 ) (65,162 ) (647 ) — (65,953 ) Inventories (101 ) (26,573 ) (532 ) — (27,206 ) Prepaid expenses and other (468 ) (2,887 ) (69 ) — (3,424 ) Accounts payable and accrued liabilities (1,730 ) 60,124 (1 ) — 58,393 Pension contributions (780 ) — — — (780 ) Income taxes payable 11,003 — (10 ) — 10,993 Other (2,907 ) (1,049 ) — — (3,956 ) Net cash provided by (used for) operations (26,561 ) 56,483 (597 ) — 29,325 Cash provided by (used for) investment Expenditures for property and equipment (327 ) (21,535 ) (109 ) — (21,971 ) Proceeds from sales of assets — 4,677 (8 ) — 4,669 Net cash used for investment (327 ) (16,858 ) (117 ) — (17,302 ) Cash provided by (used for) financing Borrowings on revolving credit facility 57,600 — — — 57,600 Payments on revolving credit facility (57,600 ) — — — (57,600 ) Financing costs (11 ) — — — (11 ) Other (342 ) — — — (342 ) Due to (from) affiliates 38,926 (39,627 ) 701 — — Net cash provided by (used for) financing 38,573 (39,627 ) 701 — (353 ) Net increase (decrease) in cash and cash equivalents 11,685 (2 ) (13 ) — 11,670 Balance at beginning of the period 118,198 25 26 — 118,249 Balance at end of the period $ 129,883 $ 23 $ 13 $ — $ 129,919 |