Consolidating Guarantor and Nonguarantor Financial Information | Consolidating Guarantor and Nonguarantor Financial Information The following consolidating financial information presents the Statements of Comprehensive Income, 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 March 31, 2016 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Sales Trade $ 186 $ 877,072 $ 3,437 $ — $ 880,695 Intercompany — — 5,512 (5,512 ) — 186 877,072 8,949 (5,512 ) 880,695 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 242 766,885 8,145 (5,728 ) 769,544 Depreciation and amortization 370 14,585 283 — 15,238 Selling and distribution expenses 163 67,447 431 — 68,041 General and administrative expenses 5,235 10,601 — 216 16,052 Other (income) expense, net — (1,624 ) 39 — (1,585 ) 6,010 857,894 8,898 (5,512 ) 867,290 Income (loss) from operations (5,824 ) 19,178 51 — 13,405 Foreign currency exchange gain 27 77 94 — 198 Interest expense (5,764 ) (38 ) — — (5,802 ) Interest income 112 37 — — 149 Change in fair value of interest rate swaps (69 ) — — — (69 ) (5,694 ) 76 94 — (5,524 ) Income (loss) before income taxes and equity in net income of affiliates (11,518 ) 19,254 145 — 7,881 Income tax (provision) benefit (2,956 ) 25 — — (2,931 ) Income (loss) before equity in net income of affiliates (14,474 ) 19,279 145 — 4,950 Equity in net income of affiliates 19,424 — — (19,424 ) — Net income 4,950 19,279 145 (19,424 ) 4,950 Other comprehensive income, net of tax Defined benefit pension plans Amortization of actuarial loss 294 — — — 294 Effect of settlements 183 — — — 183 Other comprehensive income, net of tax 477 — — — 477 Comprehensive income $ 5,427 $ 19,279 $ 145 $ (19,424 ) $ 5,427 Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income For the Three Months Ended March 31, 2015 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Sales Trade $ — $ 807,727 $ 2,176 $ — $ 809,903 Intercompany — — 4,039 (4,039 ) — — 807,727 6,215 (4,039 ) 809,903 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 850 702,853 5,649 (4,313 ) 705,039 Depreciation and amortization 58 13,239 290 — 13,587 Selling and distribution expenses 555 60,763 562 — 61,880 General and administrative expenses 5,293 6,441 — 274 12,008 Other (income) expense, net (225 ) 157 (231 ) — (299 ) 6,531 783,453 6,270 (4,039 ) 792,215 Income (loss) from operations (6,531 ) 24,274 (55 ) — 17,688 Foreign currency exchange gain (loss) (172 ) 133 (68 ) — (107 ) Interest expense (5,481 ) — — — (5,481 ) Interest income 18 72 — — 90 (5,635 ) 205 (68 ) — (5,498 ) Income (loss) before income taxes and equity in net income of affiliates (12,166 ) 24,479 (123 ) — 12,190 Income tax (provision) benefit (4,604 ) 31 — — (4,573 ) Income (loss) before equity in net income of affiliates (16,770 ) 24,510 (123 ) — 7,617 Equity in net income of affiliates 24,387 — — (24,387 ) — Net income (loss) 7,617 24,510 (123 ) (24,387 ) 7,617 Other comprehensive income (loss), net of tax Defined benefit pension plans Amortization of actuarial loss 985 — — — 985 Effect of settlements 309 — — — 309 Other comprehensive income, net of tax 1,294 — — — 1,294 Comprehensive income (loss) $ 8,911 $ 24,510 $ (123 ) $ (24,387 ) $ 8,911 Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at March 31, 2016 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) ASSETS Current Cash and cash equivalents $ 81,121 $ 11 $ 55 $ — $ 81,187 Receivables Trade, less allowances 138 276,626 1,425 — 278,189 Related parties — 515 — — 515 Other 566 8,142 327 — 9,035 Inventories — 433,800 6,763 — 440,563 Prepaid expenses and other 6,984 2,193 229 — 9,406 Total current assets 88,809 721,287 8,799 — 818,895 Property and equipment, net 5,466 540,958 6,358 — 552,782 Timber deposits — 15,907 — — 15,907 Goodwill — 56,009 — — 56,009 Intangible assets, net — 16,067 — — 16,067 Other assets 1,177 10,536 — — 11,713 Investments in affiliates 1,059,524 — — (1,059,524 ) — Total assets $ 1,154,976 $ 1,360,764 $ 15,157 $ (1,059,524 ) $ 1,471,373 Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at March 31, 2016 (continued) (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable Trade $ 15,408 $ 236,344 $ 1,278 $ — $ 253,030 Related parties — 1,623 — — 1,623 Accrued liabilities — — — — Compensation and benefits 13,714 33,007 286 — 47,007 Interest payable 8,156 — — — 8,156 Other (517 ) 35,737 721 — 35,941 Total current liabilities 36,761 306,711 2,285 — 345,757 Debt Long-term debt 474,356 — — — 474,356 Other Compensation and benefits 93,678 — — — 93,678 Other long-term liabilities 11,858 6,951 450 — 19,259 105,536 6,951 450 — 112,937 Commitments and contingent liabilities Stockholders' equity Preferred stock — — — — — Common stock 435 — — — 435 Treasury stock (126,343 ) — — — (126,343 ) Additional paid-in capital 508,923 — — — 508,923 Accumulated other comprehensive loss (92,538 ) — — — (92,538 ) Retained earnings 247,846 — — — 247,846 Subsidiary equity — 1,047,102 12,422 (1,059,524 ) — Total stockholders' equity 538,323 1,047,102 12,422 (1,059,524 ) 538,323 Total liabilities and stockholders' equity $ 1,154,976 $ 1,360,764 $ 15,157 $ (1,059,524 ) $ 1,471,373 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 Other assets 1,503 11,091 15 — 12,609 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 Total current liabilities 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 Statements of Cash Flows For the Three Months Ended March 31, 2016 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Cash provided by (used for) operations Net income $ 4,950 $ 19,279 $ 145 $ (19,424 ) $ 4,950 Items in net income not using (providing) cash Equity in net income of affiliates (19,424 ) — — 19,424 — Depreciation and amortization, including deferred financing costs and other 797 14,585 283 — 15,665 Stock-based compensation 1,693 — — — 1,693 Pension expense 739 — — — 739 Deferred income taxes 1,449 — — — 1,449 Change of fair value of interest rate swaps 69 — — — 69 Other — (114 ) — — (114 ) Decrease (increase) in working capital, net of acquisitions Receivables 229 (77,651 ) (886 ) — (78,308 ) Inventories — (37,871 ) (495 ) — (38,366 ) Prepaid expenses and other (1,957 ) 5,427 (228 ) (5,500 ) (2,258 ) Accounts payable and accrued liabilities 11,311 74,487 (5,516 ) 5,500 85,782 Pension contributions (2,340 ) — — — (2,340 ) Income taxes payable 10,732 — — — 10,732 Other 810 213 465 — 1,488 Net cash provided by (used for) operations 9,058 (1,645 ) (6,232 ) — 1,181 Cash provided by (used for) investment Expenditures for property and equipment (695 ) (14,710 ) (56 ) — (15,461 ) Acquisitions of businesses and facilities — (215,603 ) — — (215,603 ) Proceeds from sales of assets and other — 145 (1 ) — 144 Net cash used for investment (695 ) (230,168 ) (57 ) — (230,920 ) Cash provided by (used for) financing Borrowings of long-term debt 130,000 — — — 130,000 Treasury stock purchased (2,632 ) — — — (2,632 ) Financing costs (493 ) — — — (493 ) Tax withholding payments on stock-based awards (383 ) — — — (383 ) Other (2 ) (60 ) — — (62 ) Due to (from) affiliates (238,166 ) 231,873 6,293 — — Net cash provided by (used for) financing (111,676 ) 231,813 6,293 — 126,430 Net increase (decrease) in cash and cash equivalents (103,313 ) — 4 — (103,309 ) Balance at beginning of the period 184,434 11 51 — 184,496 Balance at end of the period $ 81,121 $ 11 $ 55 $ — $ 81,187 Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Three Months Ended March 31, 2015 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Cash provided by (used for) operations Net income (loss) $ 7,617 $ 24,510 $ (123 ) $ (24,387 ) $ 7,617 Items in net income not using (providing) cash Equity in net income of affiliates (24,387 ) — — 24,387 — Depreciation and amortization, including deferred financing costs and other 437 13,239 290 — 13,966 Stock-based compensation 1,205 — — — 1,205 Pension expense 2,082 — — — 2,082 Deferred income taxes 408 — — — 408 Other (447 ) (70 ) — — (517 ) Decrease (increase) in working capital Receivables (135 ) (38,655 ) (400 ) — (39,190 ) Inventories — (36,290 ) (1,716 ) — (38,006 ) Prepaid expenses and other (2,597 ) 1,367 (18 ) — (1,248 ) Accounts payable and accrued liabilities 4,326 37,932 (659 ) — 41,599 Pension contributions (12,919 ) — — — (12,919 ) Income taxes payable 11,358 — — — 11,358 Other (2,001 ) (338 ) — — (2,339 ) Net cash provided by (used for) operations (15,053 ) 1,695 (2,626 ) — (15,984 ) Cash provided by (used for) investment Expenditures for property and equipment (123 ) (12,486 ) (9 ) — (12,618 ) Proceeds from sales of assets and other — 104 (5 ) — 99 Net cash used for investment (123 ) (12,382 ) (14 ) — (12,519 ) Cash provided by (used for) financing Tax withholding payments on stock-based awards (1,063 ) — — — (1,063 ) Other 533 — — — 533 Due to (from) affiliates (13,350 ) 10,697 2,653 — — Net cash provided by (used for) financing (13,880 ) 10,697 2,653 — (530 ) Net increase (decrease) in cash and cash equivalents (29,056 ) 10 13 — (29,033 ) Balance at beginning of the period 163,512 23 14 — 163,549 Balance at end of the period $ 134,456 $ 33 $ 27 $ — $ 134,516 |