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. On October 1, 2013, we entered into a supplemental indenture (Supplemental Indenture) with certain of our subsidiaries and U.S. Bank National Association, the trustee for our Senior Notes, to add Chester Wood Products LLC and Moncure Plywood LLC as guarantors of the Senior Notes. Entry into the Supplemental Indenture was consummated in connection with their acquisition on September 30, 2013. Chester Wood Products LLC and Moncure Plywood LLC are included as guarantor subsidiaries in the consolidating guarantor and nonguarantor financial statements effective October 1, 2013. Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income For the Year Ended December 31, 2015 Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Sales Trade $ — $ 3,622,057 $ 11,358 $ — $ 3,633,415 Intercompany — — 20,665 (20,665 ) — — 3,622,057 32,023 (20,665 ) 3,633,415 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 1,180 3,146,085 27,853 (21,598 ) 3,153,520 Depreciation and amortization 369 54,077 1,132 — 55,578 Selling and distribution expenses 910 270,409 1,989 — 273,308 General and administrative expenses 19,576 28,916 — 933 49,425 Other (income) expense, net (369 ) (856 ) (380 ) — (1,605 ) 21,666 3,498,631 30,594 (20,665 ) 3,530,226 Income (loss) from operations (21,666 ) 123,426 1,429 — 103,189 Foreign currency exchange gain (loss) (492 ) 355 (161 ) — (298 ) Interest expense (22,442 ) (90 ) — — (22,532 ) Interest income 155 168 — — 323 (22,779 ) 433 (161 ) — (22,507 ) Income (loss) before income taxes and equity in net income of affiliates (44,445 ) 123,859 1,268 — 80,682 Income tax (provision) benefit (28,610 ) 110 — — (28,500 ) Income (loss) before equity in net income of affiliates (73,055 ) 123,969 1,268 — 52,182 Equity in net income of affiliates 125,237 — — (125,237 ) — Net income 52,182 123,969 1,268 (125,237 ) 52,182 Other comprehensive income, net of tax Defined benefit pension plans Net actuarial gain 5,171 — — — 5,171 Amortization of actuarial loss 3,004 — — — 3,004 Effect of settlements 308 — — — 308 Other comprehensive income, net of tax 8,483 — — — 8,483 Comprehensive income $ 60,665 $ 123,969 $ 1,268 $ (125,237 ) $ 60,665 Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income For the Year Ended December 31, 2014 Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Sales Trade $ — $ 3,560,416 $ 13,316 $ — $ 3,573,732 Intercompany — — 18,224 (18,224 ) — — 3,560,416 31,540 (18,224 ) 3,573,732 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) — 3,057,603 27,956 (19,888 ) 3,065,671 Depreciation and amortization 179 50,070 1,190 — 51,439 Selling and distribution expenses — 261,749 2,424 — 264,173 General and administrative expenses 19,252 27,573 — 1,664 48,489 Other (income) expense, net (26 ) (889 ) (674 ) — (1,589 ) 19,405 3,396,106 30,896 (18,224 ) 3,428,183 Income (loss) from operations (19,405 ) 164,310 644 — 145,549 Foreign currency exchange gain (loss) (379 ) 18 (71 ) — (432 ) Interest expense (22,049 ) — — — (22,049 ) Interest income 32 205 — — 237 (22,396 ) 223 (71 ) — (22,244 ) Income (loss) before income taxes and equity in net income of affiliates (41,801 ) 164,533 573 — 123,305 Income tax (provision) benefit (43,402 ) 106 — — (43,296 ) Income (loss) before equity in net income of affiliates (85,203 ) 164,639 573 — 80,009 Equity in net income of affiliates 165,212 — — (165,212 ) — Net income 80,009 164,639 573 (165,212 ) 80,009 Other comprehensive loss, net of tax Defined benefit pension plans Net actuarial loss (46,234 ) — — — (46,234 ) Amortization of actuarial gain (15 ) — — — (15 ) Other comprehensive loss, net of tax (46,249 ) — — — (46,249 ) Comprehensive income $ 33,760 $ 164,639 $ 573 $ (165,212 ) $ 33,760 Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income (Loss) For the Year Ended December 31, 2013 Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Sales Trade $ — $ 3,258,873 $ 14,623 $ — $ 3,273,496 Intercompany — — 12,259 (12,259 ) — — 3,258,873 26,882 (12,259 ) 3,273,496 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) — 2,831,103 28,338 (12,827 ) 2,846,614 Depreciation and amortization 140 36,682 1,216 — 38,038 Selling and distribution expenses — 242,743 2,540 — 245,283 General and administrative expenses 18,786 26,135 — 568 45,489 Other (income) expense, net (150 ) 324 (859 ) — (685 ) 18,776 3,136,987 31,235 (12,259 ) 3,174,739 Income (loss) from operations (18,776 ) 121,886 (4,353 ) — 98,757 Foreign currency exchange loss (292 ) (115 ) (17 ) — (424 ) Interest expense (20,426 ) — — — (20,426 ) Interest income 83 158 — — 241 (20,635 ) 43 (17 ) — (20,609 ) Income (loss) before income taxes and equity in net income of affiliates (39,411 ) 121,929 (4,370 ) — 78,148 Income tax (provision) benefit 38,656 154 (22 ) — 38,788 Income (loss) before equity in net income of affiliates (755 ) 122,083 (4,392 ) — 116,936 Equity in net income of affiliates 117,691 — — (117,691 ) — Net income (loss) 116,936 122,083 (4,392 ) (117,691 ) 116,936 Other comprehensive income, net of tax Defined benefit pension plans Net actuarial gain 60,100 — — — 60,100 Amortization of actuarial loss 5,692 — — — 5,692 Amortization of prior service costs 188 — — — 188 Other comprehensive income, net of tax 65,980 — — — 65,980 Comprehensive income (loss) $ 182,916 $ 122,083 $ (4,392 ) $ (117,691 ) $ 182,916 Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at December 31, 2015 Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) ASSETS Current Cash and cash equivalents $ 184,434 $ 11 $ 51 $ — $ 184,496 Receivables Trade, less allowances 8 186,488 642 — 187,138 Related parties — 1,065 — — 1,065 Other 925 9,712 224 — 10,861 Inventories — 378,589 6,268 — 384,857 Prepaid expenses and other 15,032 7,620 1 (5,500 ) 17,153 Total current assets 200,399 583,485 7,186 (5,500 ) 785,570 Property and equipment, net 5,020 391,057 6,589 — 402,666 Timber deposits — 15,848 — — 15,848 Goodwill — 21,823 — — 21,823 Intangible assets, net — 10,090 — — 10,090 Deferred income taxes 908 — — — 908 Other assets 595 11,091 15 — 11,701 Investments in affiliates 801,934 — — (801,934 ) — Total assets $ 1,008,856 $ 1,033,394 $ 13,790 $ (807,434 ) $ 1,248,606 Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at December 31, 2015 (continued) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable Trade $ 4,552 $ 153,953 $ 524 $ — $ 159,029 Related parties — 1,442 — — 1,442 Accrued liabilities Compensation and benefits 16,034 38,399 279 — 54,712 Interest payable 3,389 — — — 3,389 Other 1,958 36,617 7,003 (5,500 ) 40,078 25,933 230,411 7,806 (5,500 ) 258,650 Debt Long-term debt 344,589 — — — 344,589 Other Compensation and benefits 93,355 — — — 93,355 Other long-term liabilities 10,309 7,033 — — 17,342 103,664 7,033 — — 110,697 Commitments and contingent liabilities Stockholders' equity Preferred stock — — — — — Common stock 434 — — — 434 Treasury stock (123,711 ) — — — (123,711 ) Additional paid-in capital 508,066 — — — 508,066 Accumulated other comprehensive loss (93,015 ) — — — (93,015 ) Retained earnings 242,896 — — — 242,896 Subsidiary equity — 795,950 5,984 (801,934 ) — Total stockholders' equity 534,670 795,950 5,984 (801,934 ) 534,670 Total liabilities and stockholders' equity $ 1,008,856 $ 1,033,394 $ 13,790 $ (807,434 ) $ 1,248,606 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 Prepaid expenses and other 10,756 4,064 37 — 14,857 Total current assets 174,676 572,688 5,949 — 753,313 Property and equipment, net 1,601 359,474 7,053 — 368,128 Timber deposits — 13,819 — — 13,819 Goodwill — 21,823 — — 21,823 Intangible assets, net — 10,183 — — 10,183 Deferred income taxes 36,989 — 6 — 36,995 Other assets 20 9,055 — — 9,075 Investments in affiliates 771,026 — — (771,026 ) — Total assets $ 984,312 $ 987,042 $ 13,008 $ (771,026 ) $ 1,213,336 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 30,888 221,914 2,388 — 255,190 Debt Long-term debt 294,266 — — — 294,266 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 $ 984,312 $ 987,042 $ 13,008 $ (771,026 ) $ 1,213,336 Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Year Ended December 31, 2015 Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Cash provided by (used for) operations Net income $ 52,182 $ 123,969 $ 1,268 $ (125,237 ) $ 52,182 Items in net income not using (providing) cash Equity in net income of affiliates (125,237 ) — — 125,237 — Depreciation and amortization, including deferred financing costs and other 1,988 54,077 1,132 — 57,197 Stock-based compensation 5,825 — — — 5,825 Pension expense 2,825 — — — 2,825 Deferred income taxes 30,883 — — — 30,883 Other (587 ) (1,250 ) — — (1,837 ) Decrease (increase) in working capital — — Receivables (525 ) (17,487 ) (170 ) — (18,182 ) Inventories — 10,670 (1,066 ) — 9,604 Prepaid expenses and other (932 ) (5,589 ) 36 5,500 (985 ) Accounts payable and accrued liabilities (1,782 ) 8,702 5,402 (5,500 ) 6,822 Pension contributions (54,257 ) — — — (54,257 ) Income taxes payable (2,595 ) — 6 — (2,589 ) Other (2,079 ) (5,063 ) (15 ) — (7,157 ) Net cash provided by (used for) operations (94,291 ) 168,029 6,593 — 80,331 Cash provided by (used for) investment Expenditures for property and equipment (4,260 ) (82,610 ) (656 ) — (87,526 ) Proceeds from sales of assets and other — 3,130 4 — 3,134 Net cash used for investment (4,260 ) (79,480 ) (652 ) — (84,392 ) Cash provided by (used for) financing Borrowings of long-term debt 50,000 — — — 50,000 Treasury stock purchased (23,711 ) — — — (23,711 ) Financing costs (702 ) — — — (702 ) Other (443 ) (136 ) — — (579 ) Due to (from) affiliates 94,329 (88,425 ) (5,904 ) — — Net cash provided by (used for) financing 119,473 (88,561 ) (5,904 ) — 25,008 Net increase (decrease) in cash and cash equivalents 20,922 (12 ) 37 — 20,947 Balance at beginning of the period 163,512 23 14 — 163,549 Balance at end of the period $ 184,434 $ 11 $ 51 $ — $ 184,496 Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Year Ended December 31, 2014 Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Cash provided by (used for) operations Net income $ 80,009 $ 164,639 $ 573 $ (165,212 ) $ 80,009 Items in net income not using (providing) cash Equity in net income of affiliates (165,212 ) — — 165,212 — Depreciation and amortization, including deferred financing costs and other 1,792 50,070 1,190 — 53,052 Stock-based compensation 5,916 — — — 5,916 Pension expense 838 — — — 838 Deferred income taxes 10,705 — — — 10,705 Other (33 ) (1,556 ) — — (1,589 ) Decrease (increase) in working capital Receivables (336 ) (20,436 ) 495 — (20,277 ) Inventories (101 ) (10,247 ) (754 ) — (11,102 ) Prepaid expenses and other (184 ) 311 16 — 143 Accounts payable and accrued liabilities 2,949 12,396 73 — 15,418 Pension contributions (12,071 ) — — — (12,071 ) Income taxes payable (7,766 ) — — — (7,766 ) Other (4,065 ) (7,368 ) — — (11,433 ) Net cash provided by (used for) operations (87,559 ) 187,809 1,593 — 101,843 Cash provided by (used for) investment Expenditures for property and equipment (577 ) (60,453 ) (187 ) — (61,217 ) Proceeds from sales of assets and other (17 ) 4,852 (22 ) — 4,813 Net cash used for investment (594 ) (55,601 ) (209 ) — (56,404 ) Cash provided by (used for) financing Borrowings of long-term debt, including revolving credit facility 57,600 — — — 57,600 Payments of long-term debt, including revolving credit facility (57,600 ) — — — (57,600 ) Financing costs (11 ) — — — (11 ) Other (128 ) — — — (128 ) Due to (from) affiliates 133,606 (132,210 ) (1,396 ) — — Net cash provided by (used for) financing 133,467 (132,210 ) (1,396 ) — (139 ) Net increase (decrease) in cash and cash equivalents 45,314 (2 ) (12 ) — 45,300 Balance at beginning of the period 118,198 25 26 — 118,249 Balance at end of the period $ 163,512 $ 23 $ 14 $ — $ 163,549 Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Year Ended December 31, 2013 Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Cash provided by (used for) operations Net income (loss) $ 116,936 $ 122,083 $ (4,392 ) $ (117,691 ) $ 116,936 Items in net income (loss) not using (providing) cash Equity in net income of affiliates (117,691 ) — — 117,691 — Depreciation and amortization, including deferred financing costs and other 1,912 36,682 1,216 — 39,810 Stock-based compensation 2,869 — — — 2,869 Pension expense 10,989 — — — 10,989 Deferred income taxes (59,600 ) — — — (59,600 ) Other (161 ) (651 ) 23 — (789 ) Decrease (increase) in working capital, net of acquisitions Receivables 183 (11,269 ) 72 — (11,014 ) Inventories 101 (52,138 ) 1,079 — (50,958 ) Prepaid expenses and other (108 ) (385 ) (22 ) — (515 ) Accounts payable and accrued liabilities 2,280 (990 ) (139 ) — 1,151 Pension contributions (10,739 ) — — — (10,739 ) Income taxes payable (2,008 ) (12 ) 4 — (2,016 ) Other (1,821 ) (876 ) — — (2,697 ) Net cash provided by (used for) operations (56,858 ) 92,444 (2,159 ) — 33,427 Cash provided by (used for) investment Expenditures for property and equipment (498 ) (44,750 ) (503 ) — (45,751 ) Acquisitions of businesses and facilities — (103,029 ) — — (103,029 ) Proceeds from sales of assets and other 831 852 417 — 2,100 Net cash provided by (used for) investment 333 (146,927 ) (86 ) — (146,680 ) Cash provided by (used for) financing Net proceeds from issuance of common stock 262,488 — — — 262,488 Treasury stock purchased (100,000 ) — — — (100,000 ) Borrowings of long-term debt, including revolving credit facility 130,000 — — — 130,000 Payments of long-term debt, including revolving credit facility (105,010 ) — — — (105,010 ) Financing costs (2,061 ) — — — (2,061 ) Other — — 192 — 192 Due to (from) affiliates (56,374 ) 54,473 1,901 — — Net cash provided by financing 129,043 54,473 2,093 — 185,609 Net increase (decrease) in cash and cash equivalents 72,518 (10 ) (152 ) — 72,356 Balance at beginning of the period 45,680 35 178 — 45,893 Balance at end of the period $ 118,198 $ 25 $ 26 $ — $ 118,249 |