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 June 30, 2016 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Sales Trade $ 103 $ 1,039,139 $ 4,531 $ — $ 1,043,773 Intercompany — — 5,727 (5,727 ) — 103 1,039,139 10,258 (5,727 ) 1,043,773 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 258 891,237 9,263 (6,043 ) 894,715 Depreciation and amortization 428 17,842 282 — 18,552 Selling and distribution expenses 174 76,306 375 — 76,855 General and administrative expenses 6,767 8,529 — 316 15,612 Other (income) expense, net 13 32 127 — 172 7,640 993,946 10,047 (5,727 ) 1,005,906 Income (loss) from operations (7,537 ) 45,193 211 — 37,867 Foreign currency exchange gain (loss) 40 22 (34 ) — 28 Interest expense (6,391 ) (36 ) — — (6,427 ) Interest income 7 20 — — 27 Change in fair value of interest rate swaps (1,532 ) — — — (1,532 ) (7,876 ) 6 (34 ) — (7,904 ) Income (loss) before income taxes and equity in net income of affiliates (15,413 ) 45,199 177 — 29,963 Income tax (provision) benefit (10,767 ) 32 — — (10,735 ) Income (loss) before equity in net income of affiliates (26,180 ) 45,231 177 — 19,228 Equity in net income of affiliates 45,408 — — (45,408 ) — Net income 19,228 45,231 177 (45,408 ) 19,228 Other comprehensive income, net of tax Defined benefit pension plans Amortization of actuarial loss 294 — — — 294 Other comprehensive income, net of tax 294 — — — 294 Comprehensive income $ 19,522 $ 45,231 $ 177 $ (45,408 ) $ 19,522 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 Six Months Ended June 30, 2016 (unaudited) Boise Guarantor Non- Eliminations Consolidated (thousands) Sales Trade $ 289 $ 1,916,211 $ 7,968 $ — $ 1,924,468 Intercompany — — 11,239 (11,239 ) — 289 1,916,211 19,207 (11,239 ) 1,924,468 Costs and expenses Materials, labor, and other operating expenses, (excluding depreciation) 500 1,658,122 17,408 (11,771 ) 1,664,259 Depreciation and amortization 798 32,427 565 — 33,790 Selling and distribution expenses 337 143,753 806 — 144,896 General and administrative expenses 12,002 19,130 — 532 31,664 Other (income) expense, net 13 (1,592 ) 166 — (1,413 ) 13,650 1,851,840 18,945 (11,239 ) 1,873,196 Income (loss) from operations (13,361 ) 64,371 262 — 51,272 Foreign currency exchange gain 67 99 60 — 226 Interest expense (12,155 ) (74 ) — — (12,229 ) Interest income 119 57 — — 176 Change in fair value of interest rate swaps (1,601 ) — — — (1,601 ) (13,570 ) 82 60 — (13,428 ) Income (loss) before income taxes and equity in net income of affiliates (26,931 ) 64,453 322 — 37,844 Income tax (provision) benefit (13,723 ) 57 — — (13,666 ) Income (loss) before equity in net income of affiliates (40,654 ) 64,510 322 — 24,178 Equity in net income of affiliates 64,832 — — (64,832 ) — Net income 24,178 64,510 322 (64,832 ) 24,178 Other comprehensive income, net of tax Defined benefit pension plans Amortization of actuarial loss 588 — — — 588 Effect of settlements 183 — — — 183 Other comprehensive income, net of tax 771 — — — 771 Comprehensive income $ 24,949 $ 64,510 $ 322 $ (64,832 ) $ 24,949 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 Balance Sheets at June 30, 2016 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) ASSETS Current Cash and cash equivalents $ 96,030 $ 11 $ 48 $ — $ 96,089 Receivables Trade, less allowances 36 277,624 1,044 — 278,704 Related parties — 376 — — 376 Other 850 6,220 318 — 7,388 Inventories — 456,093 5,905 — 461,998 Prepaid expenses and other 8,143 2,467 145 — 10,755 Total current assets 105,059 742,791 7,460 — 855,310 Property and equipment, net 5,214 541,128 6,434 — 552,776 Timber deposits — 12,246 — — 12,246 Goodwill — 55,433 — — 55,433 Intangible assets, net — 15,893 — — 15,893 Other assets 761 11,069 — — 11,830 Investments in affiliates 1,059,060 — — (1,059,060 ) — Total assets $ 1,170,094 $ 1,378,560 $ 13,894 $ (1,059,060 ) $ 1,503,488 Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at June 30, 2016 (continued) (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable Trade $ 8,286 $ 238,256 $ 1,198 $ — $ 247,740 Related parties — 1,954 — — 1,954 Accrued liabilities — — — — Compensation and benefits 16,808 40,026 416 — 57,250 Interest payable 3,403 — — — 3,403 Other 7,425 42,207 1,154 — 50,786 Total current liabilities 35,922 322,443 2,768 — 361,133 Debt Long-term debt 464,586 — — — 464,586 Other Compensation and benefits 93,614 — — — 93,614 Other long-term liabilities 15,953 7,739 444 — 24,136 109,567 7,739 444 — 117,750 Commitments and contingent liabilities Stockholders' equity Preferred stock — — — — — Common stock 435 — — — 435 Treasury stock (126,343 ) — — — (126,343 ) Additional paid-in capital 511,097 — — — 511,097 Accumulated other comprehensive loss (92,244 ) — — — (92,244 ) Retained earnings 267,074 — — — 267,074 Subsidiary equity — 1,048,378 10,682 (1,059,060 ) — Total stockholders' equity 560,019 1,048,378 10,682 (1,059,060 ) 560,019 Total liabilities and stockholders' equity $ 1,170,094 $ 1,378,560 $ 13,894 $ (1,059,060 ) $ 1,503,488 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 Six Months Ended June 30, 2016 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Cash provided by (used for) operations Net income $ 24,178 $ 64,510 $ 322 $ (64,832 ) $ 24,178 Items in net income not using (providing) cash Equity in net income of affiliates (64,832 ) — — 64,832 — Depreciation and amortization, including deferred financing costs and other 1,669 32,427 565 — 34,661 Stock-based compensation 3,866 — — — 3,866 Pension expense 1,212 — — — 1,212 Deferred income taxes 3,901 — — — 3,901 Change of fair value of interest rate swaps 1,601 — — — 1,601 Other 27 45 — — 72 Decrease (increase) in working capital, net of acquisitions Receivables 47 (76,488 ) (496 ) — (76,937 ) Inventories — (59,667 ) 363 — (59,304 ) Prepaid expenses and other (4,017 ) 5,153 (144 ) (5,500 ) (4,508 ) Accounts payable and accrued liabilities 3,793 92,133 (5,023 ) 5,500 96,403 Pension contributions (2,778 ) — — — (2,778 ) Income taxes payable 18,695 1 — — 18,696 Other 961 3,535 459 — 4,955 Net cash provided by (used for) operations (11,677 ) 61,649 (3,954 ) — 46,018 Cash provided by (used for) investment Expenditures for property and equipment (874 ) (33,801 ) (426 ) — (35,101 ) Acquisitions of businesses and facilities — (215,900 ) — — (215,900 ) Proceeds from sales of assets and other — 254 1 — 255 Net cash used for investment (874 ) (249,447 ) (425 ) — (250,746 ) Cash provided by (used for) financing Borrowings of long-term debt, including revolving credit facility 352,700 — — — 352,700 Payments on revolving credit facility (232,700 ) — — — (232,700 ) Treasury stock purchased (2,632 ) — — — (2,632 ) Financing costs (543 ) — — — (543 ) Tax withholding payments on stock-based awards (383 ) — — — (383 ) Other (1 ) (120 ) — — (121 ) Due to (from) affiliates (192,294 ) 187,918 4,376 — — Net cash provided by (used for) financing (75,853 ) 187,798 4,376 — 116,321 Net decrease in cash and cash equivalents (88,404 ) — (3 ) — (88,407 ) Balance at beginning of the period 184,434 11 51 — 184,496 Balance at end of the period $ 96,030 $ 11 $ 48 $ — $ 96,089 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 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 and other — 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 50,000 — — — 50,000 Treasury stock purchased (6,109 ) — — — (6,109 ) Financing costs (655 ) — — — (655 ) Tax withholding payments on stock-based awards (1,063 ) — — — (1,063 ) Other 660 — — — 660 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 |