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 and the guarantor and nonguarantor subsidiaries of the 2020 Notes. On August 29, 2016, we irrevocably instructed the trustee for the 2020 Notes to issue a redemption notice to holders of outstanding 2020 Notes and irrevocably deposited funds sufficient to pay and discharge the entire indebtedness due on the 2020 Notes on the Redemption Date. As a result, the indenture governing the 2020 Notes was satisfied and discharged in accordance with its terms. The 2020 Notes were 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 was a guarantor of the 2020 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 were customary, and did not include an arrangement that permitted a guarantor subsidiary to opt out of the obligation prior to or during the term of the debt. Under the indenture, each guarantor subsidiary was to be 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 upon the issuer's exercise of its legal defeasance option or the discharge of its obligations in accordance with the indenture governing the 2020 Notes. In connection with the issuance of the irrevocable notice of redemption of the 2020 Notes and the irrevocable deposit of funds to satisfy and discharge the indenture, the guarantees of the guarantors under the 2020 Notes were automatically released. Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income For the Three Months Ended September 30, 2016 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Sales Trade $ 74 $ 1,062,962 $ 4,178 $ — $ 1,067,214 Intercompany — — 5,588 (5,588 ) — 74 1,062,962 9,766 (5,588 ) 1,067,214 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 291 918,400 9,018 (5,608 ) 922,101 Depreciation and amortization 321 18,862 276 — 19,459 Selling and distribution expenses 194 79,536 296 — 80,026 General and administrative expenses 5,918 8,429 — 20 14,367 Other (income) expense, net 8 (231 ) 177 — (46 ) 6,732 1,024,996 9,767 (5,588 ) 1,035,907 Income (loss) from operations (6,658 ) 37,966 (1 ) — 31,307 Foreign currency exchange gain (loss) (29 ) (15 ) 4 — (40 ) Interest expense (7,099 ) (36 ) — — (7,135 ) Interest income 19 41 — — 60 Change in fair value of interest rate swaps 836 — — — 836 Loss on extinguishment of debt (9,525 ) — — — (9,525 ) (15,798 ) (10 ) 4 — (15,804 ) Income (loss) before income taxes and equity in net income of affiliates (22,456 ) 37,956 3 — 15,503 Income tax (provision) benefit (5,551 ) 29 — — (5,522 ) Income (loss) before equity in net income of affiliates (28,007 ) 37,985 3 — 9,981 Equity in net income of affiliates 37,988 — — (37,988 ) — Net income 9,981 37,985 3 (37,988 ) 9,981 Other comprehensive income, net of tax Defined benefit pension plans Amortization of actuarial loss 359 — — — 359 Other comprehensive income, net of tax 359 — — — 359 Comprehensive income $ 10,340 $ 37,985 $ 3 $ (37,988 ) $ 10,340 Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income For the Three Months Ended September 30, 2015 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Sales Trade $ — $ 988,725 $ 2,855 $ — $ 991,580 Intercompany — — 5,306 (5,306 ) — — 988,725 8,161 (5,306 ) 991,580 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) (37 ) 852,733 7,052 (5,614 ) 854,134 Depreciation and amortization 79 13,899 271 — 14,249 Selling and distribution expenses 20 72,197 451 — 72,668 General and administrative expenses 4,159 6,878 — 308 11,345 Other (income) expense, net (136 ) (1,068 ) (52 ) — (1,256 ) 4,085 944,639 7,722 (5,306 ) 951,140 Income (loss) from operations (4,085 ) 44,086 439 — 40,440 Foreign currency exchange gain (loss) (169 ) 126 (105 ) — (148 ) Interest expense (5,690 ) (39 ) — — (5,729 ) Interest income 36 37 — — 73 (5,823 ) 124 (105 ) — (5,804 ) Income (loss) before income taxes and equity in net income of affiliates (9,908 ) 44,210 334 — 34,636 Income tax (provision) benefit (12,650 ) 21 — — (12,629 ) Income (loss) before equity in net income of affiliates (22,558 ) 44,231 334 — 22,007 Equity in net income of affiliates 44,565 — — (44,565 ) — Net income 22,007 44,231 334 (44,565 ) 22,007 Other comprehensive income, net of tax Defined benefit pension plans Amortization of actuarial loss 608 — — — 608 Other comprehensive income, net of tax 608 — — — 608 Comprehensive income $ 22,615 $ 44,231 $ 334 $ (44,565 ) $ 22,615 Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income For the Nine Months Ended September 30, 2016 (unaudited) Boise Guarantor Non- Eliminations Consolidated (thousands) Sales Trade $ 363 $ 2,979,173 $ 12,146 $ — $ 2,991,682 Intercompany — — 16,827 (16,827 ) — 363 2,979,173 28,973 (16,827 ) 2,991,682 Costs and expenses Materials, labor, and other operating expenses, (excluding depreciation) 791 2,576,522 26,426 (17,379 ) 2,586,360 Depreciation and amortization 1,119 51,289 841 — 53,249 Selling and distribution expenses 531 223,289 1,102 — 224,922 General and administrative expenses 17,920 27,559 — 552 46,031 Other (income) expense, net 21 (1,823 ) 343 — (1,459 ) 20,382 2,876,836 28,712 (16,827 ) 2,909,103 Income (loss) from operations (20,019 ) 102,337 261 — 82,579 Foreign currency exchange gain 38 84 64 — 186 Interest expense (19,254 ) (110 ) — — (19,364 ) Interest income 138 98 — — 236 Change in fair value of interest rate swaps (765 ) — — — (765 ) Loss on extinguishment of debt (9,525 ) — — — (9,525 ) (29,368 ) 72 64 — (29,232 ) Income (loss) before income taxes and equity in net income of affiliates (49,387 ) 102,409 325 — 53,347 Income tax (provision) benefit (19,274 ) 86 — — (19,188 ) Income (loss) before equity in net income of affiliates (68,661 ) 102,495 325 — 34,159 Equity in net income of affiliates 102,820 — — (102,820 ) — Net income 34,159 102,495 325 (102,820 ) 34,159 Other comprehensive income, net of tax Defined benefit pension plans Amortization of actuarial loss 947 — — — 947 Effect of settlements 183 — — — 183 Other comprehensive income, net of tax 1,130 — — — 1,130 Comprehensive income $ 35,289 $ 102,495 $ 325 $ (102,820 ) $ 35,289 Boise Cascade Company and Subsidiaries Consolidating Statements of Comprehensive Income For the Nine Months Ended September 30, 2015 (unaudited) Boise Guarantor Non- Eliminations Consolidated (thousands) Sales Trade $ — $ 2,748,180 $ 8,700 $ — $ 2,756,880 Intercompany — — 15,198 (15,198 ) — — 2,748,180 23,898 (15,198 ) 2,756,880 Costs and expenses Materials, labor, and other operating expenses, (excluding depreciation) 1,218 2,377,618 20,751 (15,831 ) 2,383,756 Depreciation and amortization 201 40,064 852 — 41,117 Selling and distribution expenses 889 200,453 1,460 — 202,802 General and administrative expenses 14,595 20,143 — 633 35,371 Other (income) expense, net (383 ) (915 ) (355 ) — (1,653 ) 16,520 2,637,363 22,708 (15,198 ) 2,661,393 Income (loss) from operations (16,520 ) 110,817 1,190 — 95,487 Foreign currency exchange gain (loss) (424 ) 303 (93 ) — (214 ) Interest expense (16,749 ) (52 ) — — (16,801 ) Interest income 75 146 — — 221 (17,098 ) 397 (93 ) — (16,794 ) Income (loss) before income taxes and equity in net income of affiliates (33,618 ) 111,214 1,097 — 78,693 Income tax (provision) benefit (28,917 ) 78 — — (28,839 ) Income (loss) before equity in net income of affiliates (62,535 ) 111,292 1,097 — 49,854 Equity in net income of affiliates 112,389 — — (112,389 ) — Net income 49,854 111,292 1,097 (112,389 ) 49,854 Other comprehensive income, net of tax Defined benefit pension plans Actuarial gain 11,923 — — — 11,923 Amortization of actuarial loss 2,401 — — — 2,401 Effect of settlements 309 — — — 309 Other comprehensive income, net of tax 14,633 — — — 14,633 Comprehensive income $ 64,487 $ 111,292 $ 1,097 $ (112,389 ) $ 64,487 Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at September 30, 2016 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) ASSETS Current Cash and cash equivalents $ 131,133 $ 8 $ 43 $ — $ 131,184 Restricted cash deposits with trustee 122,856 — — — 122,856 Receivables Trade, less allowances 24 262,391 784 — 263,199 Related parties — 439 — — 439 Other 912 7,460 315 — 8,687 Inventories — 445,670 5,386 — 451,056 Prepaid expenses and other 6,941 2,850 51 — 9,842 Total current assets 261,866 718,818 6,579 — 987,263 Property and equipment, net 4,915 545,941 6,357 — 557,213 Timber deposits — 11,545 — — 11,545 Goodwill — 55,433 — — 55,433 Intangible assets, net — 15,720 — — 15,720 Other assets 754 10,877 — — 11,631 Investments in affiliates 1,033,717 — — (1,033,717 ) — Total assets $ 1,301,252 $ 1,358,334 $ 12,936 $ (1,033,717 ) $ 1,638,805 Boise Cascade Company and Subsidiaries Consolidating Balance Sheets at September 30, 2016 (continued) (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) LIABILITIES AND STOCKHOLDERS' EQUITY Current Current portion of long-term debt $ 114,342 $ — $ — $ — $ 114,342 Accounts payable Trade 9,149 234,844 1,098 — 245,091 Related parties — 2,176 — — 2,176 Accrued liabilities — — — — Compensation and benefits 17,791 43,838 378 — 62,007 Interest payable 4,998 — — — 4,998 Other 2,709 45,384 1,540 — 49,633 Total current liabilities 148,989 326,242 3,016 — 478,247 Debt Long-term debt, less current portion 467,232 — — — 467,232 Other Compensation and benefits 93,374 — — — 93,374 Other long-term liabilities 19,183 7,740 555 — 27,478 112,557 7,740 555 — 120,852 Commitments and contingent liabilities Stockholders' equity Preferred stock — — — — — Common stock 435 — — — 435 Treasury stock (126,343 ) — — — (126,343 ) Additional paid-in capital 513,212 — — — 513,212 Accumulated other comprehensive loss (91,885 ) — — — (91,885 ) Retained earnings 277,055 — — — 277,055 Subsidiary equity — 1,024,352 9,365 (1,033,717 ) — Total stockholders' equity 572,474 1,024,352 9,365 (1,033,717 ) 572,474 Total liabilities and stockholders' equity $ 1,301,252 $ 1,358,334 $ 12,936 $ (1,033,717 ) $ 1,638,805 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 Nine Months Ended September 30, 2016 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Cash provided by (used for) operations Net income $ 34,159 $ 102,495 $ 325 $ (102,820 ) $ 34,159 Items in net income not using (providing) cash Equity in net income of affiliates (102,820 ) — — 102,820 — Depreciation and amortization, including deferred financing costs and other 2,479 51,289 841 — 54,609 Stock-based compensation 5,980 — — — 5,980 Pension expense 1,749 — — — 1,749 Deferred income taxes 7,008 — — — 7,008 Change of fair value of interest rate swaps 765 — — — 765 Other 25 42 — — 67 Loss on extinguishment of debt 9,525 — — — 9,525 Decrease (increase) in working capital, net of acquisitions Receivables (3 ) (62,558 ) (233 ) — (62,794 ) Inventories — (49,244 ) 882 — (48,362 ) Prepaid expenses and other (2,898 ) 4,770 (50 ) (5,500 ) (3,678 ) Accounts payable and accrued liabilities 8,091 93,504 (4,782 ) 5,500 102,313 Pension contributions (3,338 ) — — — (3,338 ) Income taxes payable 13,629 — (6 ) — 13,623 Restricted cash deposits with trustee for interest payments (3,681 ) — — — (3,681 ) Other 1,558 3,181 570 — 5,309 Net cash provided by (used for) operations (27,772 ) 143,479 (2,453 ) — 113,254 Cash provided by (used for) investment Expenditures for property and equipment (991 ) (53,822 ) (613 ) — (55,426 ) Acquisitions of businesses and facilities — (215,900 ) — — (215,900 ) Proceeds from sales of assets and other 30 514 2 — 546 Net cash used for investment (961 ) (269,208 ) (611 ) — (270,780 ) Cash provided by (used for) financing Borrowings of long-term debt, including revolving credit facility 835,000 — — — 835,000 Payments on long-term debt, including revolving credit facility (602,096 ) — — — (602,096 ) Restricted cash deposits with trustee for debt payments (119,175 ) — — — (119,175 ) Treasury stock purchased (2,632 ) — — — (2,632 ) Financing costs (6,319 ) — — — (6,319 ) Tax withholding payments on stock-based awards (383 ) — — — (383 ) Other — (181 ) — — (181 ) Due to (from) affiliates (128,963 ) 125,907 3,056 — — Net cash provided by (used for) financing (24,568 ) 125,726 3,056 — 104,214 Net decrease in cash and cash equivalents (53,301 ) (3 ) (8 ) — (53,312 ) Balance at beginning of the period 184,434 11 51 — 184,496 Balance at end of the period $ 131,133 $ 8 $ 43 $ — $ 131,184 Boise Cascade Company and Subsidiaries Consolidating Statements of Cash Flows For the Nine Months Ended September 30, 2015 (unaudited) Boise Cascade Company (Parent) Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated (thousands) Cash provided by (used for) operations Net income $ 49,854 $ 111,292 $ 1,097 $ (112,389 ) $ 49,854 Items in net income not using (providing) cash Equity in net income of affiliates (112,389 ) — — 112,389 — Depreciation and amortization, including deferred financing costs and other 1,398 40,064 852 — 42,314 Stock-based compensation 4,330 — — — 4,330 Pension expense 2,844 — — — 2,844 Deferred income taxes 20,722 — — — 20,722 Other (587 ) (1,266 ) — — (1,853 ) Decrease (increase) in working capital Receivables (496 ) (58,777 ) (108 ) — (59,381 ) Inventories — (8,275 ) (1,879 ) — (10,154 ) Prepaid expenses and other (2,081 ) (184 ) 24 — (2,241 ) Accounts payable and accrued liabilities 2,311 74,184 (10 ) — 76,485 Pension contributions (53,701 ) — — — (53,701 ) Income taxes payable 13,488 — 1 — 13,489 Other (1,635 ) (3,132 ) (15 ) — (4,782 ) Net cash provided by (used for) operations (75,942 ) 153,906 (38 ) — 77,926 Cash provided by (used for) investment Expenditures for property and equipment (2,176 ) (54,397 ) (125 ) — (56,698 ) Proceeds from sales of assets and other — 2,975 (16 ) — 2,959 Net cash used for investment (2,176 ) (51,422 ) (141 ) — (53,739 ) 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 ) Tax withholding payments on stock-based awards (1,160 ) — — — (1,160 ) Other 698 (77 ) — — 621 Due to (from) affiliates 102,210 (102,387 ) 177 — — Net cash provided by (used for) financing 127,335 (102,464 ) 177 — 25,048 Net increase (decrease) in cash and cash equivalents 49,217 20 (2 ) — 49,235 Balance at beginning of the period 163,512 23 14 — 163,549 Balance at end of the period $ 212,729 $ 43 $ 12 $ — $ 212,784 |