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Boise Inc. Announces Financial Results for Fourth Quarter and Year-End 2008

February 24, 2009

BOISE, Idaho, Feb. 24 /PRNewswire-FirstCall/ — Boise Inc. (NYSE: BZ)
today reported a net loss of $15.5 million or ($0.20) per diluted share for
fourth quarter 2008, compared to third quarter net income of $4.4 million or
$0.06 per diluted share. Full year 2008 net loss was $45.5 million. Special
items in fourth quarter 2008 include $37.6 million in pre-tax charges
associated with the St. Helens, Oregon, mill restructuring, $28.8 million of
which is related to non-cash expenses, and a $2.9 million gain associated with
the freeze of our salaried pension plan.

EBITDA, excluding special items, was $76.0 million for fourth quarter
2008, compared to $77.9 million for third quarter 2008 and was $247.1 million
for full year 2008.


                             FINANCIAL HIGHLIGHTS

                Boise             Boise    Boise
    ($ in       Inc.    Predec.   Inc.     Inc.   Predec. Combined   Predec.
     millions) 4Q 2008  4Q 2007  3Q 2008   2008     2008    2008      2007

    Sales       $591.1   $587.6   $633.1 $2,070.6  $359.9 $2,430.6 $2,332.6
    Income
     from
     operations  $11.4    $70.4    $30.1    $39.9   $23.1            $160.5
    Net income
     (loss)     $(15.5)   $70.8     $4.4   $(45.5)  $22.8            $159.6
    Net income
     (loss) per
     share basic
     and
     diluted    $(0.20)     N/A    $0.06   $(0.62)    N/A      N/A       $-

    EBITDA (a)   $41.4    $70.5    $61.1   $145.1   $23.7   $168.8   $246.3
    EBITDA
     excluding
     special
     items (a)   $76.0    $70.6    $77.9   $222.8   $24.4   $247.1   $254.7

    Interest
     expense     $26.2       $-    $27.5    $91.2      $-                $-
    Depreciation
     and
     amortiza-
     tion (b)    $33.1     $0.1    $31.4   $110.0    $0.5             $84.6
    Net
     covenant
     debt (c) $1,014.9      N/A $1,018.1 $1,014.9     N/A      N/A      N/A

    (a) For reconciliation of net income (loss) to EBITDA and EBITDA to EBITDA
        excluding special items, see "Summary Notes to Consolidated Financial
        Statements and Segment Information."
    (b) Predecessor periods exclude $31.6 million and $41.8 million of
        depreciation due to classification of property as assets held for
        sale in fourth quarter 2007 and full year 2007, respectively.
    (c) Net covenant debt is calculated in accordance with credit agreements.
        For reconciliation of total debt to net covenant debt, see "Summary
        Notes to Consolidated Financial Statements and Segment Information."

“Last year brought unprecedented challenges with significant cost
inflation, credit market contraction, and slowing markets,” said Alexander
Toeldte, President and Chief Executive Officer of Boise Inc. “Despite this
environment, we continued to improve operating performance. During the first
quarter 2008, we upgraded our big linerboard machine at our DeRidder mill,
lowered our fossil fuel consumption, and extended our linerboard production
capability. In the fourth quarter, we responded to slowing markets by taking
39,000 tons of market downtime and restructuring our St. Helens mill, which
reduced our uncoated freesheet production capacity by approximately 200,000
tons annually. This restructuring shifts our production away from declining
printing and converting paper grades to better focus on packaging-driven and
office paper grades. It also lowers our cost structure, enhances cash flow,
and improves EBITDA margins. These structural changes, along with progress in
improving operational performance, put us in a better position to be
successful in 2009.”

Sales

Company sales for fourth quarter 2008 were $591.1 million, an increase of
$3.5 million, or 1% compared to Predecessor sales of $587.6 million for fourth
quarter 2007, and down 7% from third quarter 2008 sales of $633.1 million.
Paper segment sales decreased 2% during fourth quarter 2008 compared to fourth
quarter 2007, with lower sales volumes partially offset by higher sales
prices. Packaging segment sales increased 5% during fourth quarter 2008
compared to fourth quarter 2007, with higher sales prices partially offset by
lower sales volumes.

Full year 2008 combined sales were $2.4 billion, a 4% increase over 2007
Predecessor sales of $2.3 billion. In both Packaging and Paper, segment sales
increased by 4% driven by increased sales prices, partially offset by lower
sales volumes.

Prices and Volumes

Average net selling prices of uncoated freesheet papers improved $89 per
ton, or 10% to $969 per ton during fourth quarter 2008 compared to fourth
quarter 2007 and improved 1% over third quarter 2008. Overall, uncoated
freesheet sales volumes were 332,000 tons during fourth quarter, a decline of
7% versus the prior year period, and down 9% from third quarter 2008 due to
lower demand. Full year combined net selling prices for uncoated freesheet
improved $66 per ton, or 8% to $930 per ton in 2008 compared to 2007. Full
year sales volumes of uncoated freesheet papers were 1.4 million tons in 2008,
down 3% compared to the same period in 2007. Combined sales volumes of
premium office, label and release, and flexible packaging papers, which
represented 23% of our total 2008 uncoated freesheet sales volumes, increased
by 14% from the prior year.

Linerboard net selling prices to third parties declined slightly to $406
per ton in fourth quarter 2008 from $407 per ton in fourth quarter 2007, and
improved 4% from third quarter 2008, due to increased market prices. Full
year net selling prices for linerboard sales to third parties improved $8 per
ton, or 2% to $397 per ton in 2008 compared to 2007. Linerboard sales volumes
to third parties decreased 4% compared to fourth quarter 2007 and were down
12% from third quarter 2008 due to soft market conditions. Downtime was taken
late in the fourth quarter 2008 to match supply to demand. Full year
linerboard sales volumes to third parties were 230,000 tons in 2008, down 4%
compared to 2007.

Corrugated container and sheet prices improved 11% in fourth quarter 2008
over prices for these products during fourth quarter 2007 and increased 5%
over third quarter 2008 prices. Full year corrugated container and sheet
prices improved 8% in 2008 compared to 2007. Sales volumes for corrugated
containers and sheets in fourth quarter 2008 declined 7% versus fourth quarter
2007 and declined 6% from third quarter 2008. Full year corrugated container
and sheet volumes decreased 5% to 6.3 billion square feet in 2008 compared to
2007, driven mainly by lower volumes from our sheet feeder plant in Texas as a
result of slowing industrial markets and market disruptions caused by
Hurricane Ike.

Newsprint pricing continued to improve in fourth quarter 2008 as net
selling prices increased by $175 per ton, or 37% to $643 per ton over fourth
quarter 2007 and 8% over third quarter 2008. Full year net selling prices for
newsprint sales improved $82 per ton, or 17% to $571 per ton in 2008 compared
to 2007. Newsprint volumes declined 13% compared to fourth quarter 2007 and
were down 3% from third quarter 2008 due to production of lower basis weights
and lower demand. Full year newsprint sales volumes were 382,000 tons in
2008, down 8% compared to 2007.

All of the company’s newsprint production was sold to and marketed by
AbitibiBowater until late February 2009, when we terminated the arrangement.
Going forward, we will market newsprint through our own sales personnel
primarily to newspaper publishers located in regional markets near our
DeRidder, Louisiana, manufacturing facility. We expect our customer base to
grow as we further establish our presence in these markets.

Input Costs

Total fiber, energy, and chemical costs for fourth quarter 2008 were
$267.0 million, an increase of $4.5 million, or 2% over costs of $262.5
million
for fourth quarter 2007, and a decrease of $36.7 million, or 12% from
costs of $303.7 million for third quarter 2008. Full year 2008 combined
fiber, energy, and chemical costs were $1,132.8 million, an increase of $104.9
million
, or 10% over costs of $1,027.9 million for 2007.


                              INPUT COST SUMMARY

                Boise              Boise   Boise
    ($ in       Inc.     Predec.   Inc.    Inc.  Predec. Combined Predec.
     millions) 4Q 2008   4Q 2007  3Q 2008  2008   2008    2008     2007

    Fiber       $124.0   $131.5   $136.4  $454.0  $76.0   $530.0   $505.3
    Energy (a)   $77.5    $71.3    $95.6  $292.1  $48.1   $340.2   $294.5
    Chemicals    $65.5    $59.7    $71.7  $226.1  $36.5   $262.6   $228.1

    Total       $267.0   $262.5   $303.7  $972.2 $160.7 $1,132.8 $1,027.9
    Energy
     excluding
     mark-to-
     market
     expenses    $77.5    $71.3    $84.3  $284.7  $48.1   $332.8   $285.8
    Total
     excluding
     mark-to-
     market
     expenses   $267.0   $262.5   $292.4  $964.8 $160.7 $1,125.4 $1,019.2

    (a) Includes $11.3 million expenses for non-cash mark-to-market expenses
        in third quarter 2008, $7.4 million for full year 2008, and $8.7
        million for the full year 2007 of the Predecessor.

Total fiber costs during fourth quarter 2008 were $124.0 million, a
decrease of $7.5 million, or 6% over the $131.5 million incurred for fiber in
fourth quarter 2007. This was driven primarily by reduced consumption due to
market downtime and the Jackson, Alabama, annual maintenance outage, partially
offset by higher prices. Fiber costs in fourth quarter 2008 declined $12.4
million
, or 9% from $136.4 million for third quarter 2008. Full year 2008
combined fiber costs were $530.0 million, an increase of $24.7 million, or 5%
over costs of $505.3 million for 2007, due primarily to higher prices for
wood, purchased pulp, and secondary fiber partially offset by reduced
consumption during the DeRidder outage in the first quarter 2008 and lower
production volumes in the fourth quarter due to slowed production and market
downtime.

Energy costs in fourth quarter 2008 increased $6.2 million, or 9% to $77.5
million
compared to $71.3 million in the same quarter a year ago. Higher
electricity and natural gas prices were the primary drivers. Reduced
consumption due to lower production volumes provided a partial offset. Energy
costs in fourth quarter 2008 decreased $18.1 million, or 19% from $95.6
million
in third quarter 2008, due to lower prices for natural gas and fuel
and non-cash expenses associated with natural gas hedging incurred in third
quarter 2008. Full year 2008 combined energy costs increased by $45.7 million
to $340.2 million
, 16% over costs of $294.5 million for 2007.

Chemical costs in fourth quarter 2008 were $65.5 million, an increase of
$5.8 million, or 10% compared to $59.7 million in the prior year’s fourth
quarter, and down $6.2 million, or 9% compared to $71.7 million in third
quarter 2008. The key drivers were reduced consumption due to the Jackson
annual maintenance outage and market downtime taken in fourth quarter 2008.
Full year 2008 combined chemical costs were $262.6 million, an increase of
$34.5 million over $228.1 million for 2007, due to higher prices for commodity
chemicals.

Webcast and Conference Call

Boise Inc. will host a webcast and conference call on Tuesday, February
24, 2009
, at 11:00 a.m. Eastern, at which time we will review the company’s
recent performance. To participate in the conference call, dial 866-841-1001
(international callers should dial 832-445-1689). The webcast may be accessed
through Boise’s Internet site and will be archived for one year following the
call. Go to http://www.BoiseInc.com and click on the link to the webcast
under Webcasts & Presentations on the Investors drop-down menu.

A replay of the conference call will be available in Webcasts &
Presentations from February 24 at 12:00 p.m. Eastern through March 24 at 11:59
p.m.
Eastern. Playback numbers are 800-642-1687 for U.S. callers and
706-645-9291 for international callers. The passcode is 83411886.

Annual Meeting Date

Boise Inc. intends to hold its annual meeting of shareholders at 10:00
a.m. Mountain Daylight Time
on Thursday, April 23, 2009 in Boise, Idaho. The
record date to determine shareholders eligible to vote at the meeting is March
13, 2009
.

About Boise Inc.

Headquartered in Boise, Idaho, Boise Inc. (NYSE: BZ) manufactures
packaging products and papers including corrugated containers, containerboard,
label and release and flexible packaging papers, imaging papers for the office
and home, printing and converting papers, newsprint, and market pulp. Our
entire team of approximately 4,350 employees is committed to delivering
excellent value while managing our businesses to sustain environmental
resources for future generations. Visit our website at
http://www.BoiseInc.com.

Basis of Presentation

On February 22, 2008, we completed the acquisition of Boise Cascade,
L.L.C.’s packaging and paper manufacturing businesses (the Acquisition). The
Acquisition was accounted for in accordance with SFAS No. 141, Business
Combinations, resulting in a new basis of accounting from that previously
reported by the Predecessor. However, sales and most operating cost items are
substantially consistent with those reported by the Predecessor. Finished
goods inventory was revalued to estimated selling prices less costs of
disposal and a reasonable profit on the disposal. Depreciation changed as a
result of adjustments to the fair values of property and equipment due to our
purchase price allocation.

We present our consolidated financial statements in accordance with U.S.
generally accepted accounting principles (GAAP). Our earnings release also
supplements the GAAP presentations by reflecting EBITDA. EBITDA represents
income (loss) before interest (change in fair value of interest rate
derivatives, interest expense, and interest income), income taxes, and
depreciation, amortization, and depletion. EBITDA is the primary measure used
by our chief operating decision makers to evaluate segment operating
performance and to decide how to allocate resources to segments. We believe
EBITDA is useful to investors because it provides a means to evaluate the
operating performance of our segments and our company on an ongoing basis
using criteria that are used by our internal decision makers and because it is
frequently used by investors and other interested parties in the evaluation of
companies with substantial financial leverage. We believe EBITDA is a
meaningful measure because it presents a transparent view of our recurring
operating performance and allows management to readily view operating trends,
perform analytical comparisons, and identify strategies to improve operating
performance. For example, we believe that the inclusion of items such as
taxes, interest expense, and interest income distorts management’s ability to
assess and view the core operating trends in our segments. EBITDA, however,
is not a measure of our liquidity or financial performance under GAAP and
should not be considered as an alternative to net income (loss), income (loss)
from operations, or any other performance measure derived in accordance with
GAAP or as an alternative to cash flow from operating activities as a measure
of our liquidity. The use of EBITDA instead of net income (loss) or segment
income (loss) has limitations as an analytical tool, including the inability
to determine profitability; the exclusion of interest and associated
significant cash requirements; and the exclusion of depreciation,
amortization, and depletion, which represent significant and unavoidable
operating costs, given the level of our indebtedness and the capital
expenditures needed to maintain our businesses. Management compensates for
these limitations by relying on our GAAP results. Our measures of EBITDA are
not necessarily comparable to other similarly titled captions of other
companies due to potential inconsistencies in the methods of calculation.

Forward-Looking Statements

This news release may contain statements that are “forward looking” as
defined by the Private Securities Litigation Reform Act of 1995. Forward-
looking statements include, without limitation, any statement that may
predict, forecast, indicate, or imply future results, performance, or
achievements. Forward-looking statements involve risks and uncertainties,
including but not limited to economic, competitive, and technological factors
outside our control that may cause our business, strategy, or actual results
to differ materially from the forward-looking statements. Factors that could
cause actual results to differ materially from the forward-looking statements
include, among others, our ability to realize the expected benefits from the
St. Helens mill restructure; our substantial level of indebtedness; our
continued ability to comply with our financial covenants and debt service
obligations; our ability to comply with the continued listing requirements of
the NYSE; changes in the supply of, demand for, or prices of our products; the
activities of competitors; changes in significant operating expenses,
including raw material and energy costs; changes in the availability of
capital; our ability to weather the current economic downturn in the United
States
and elsewhere; changes in the regulatory environment, including
requirements for enhanced environmental compliance; and other risks and
uncertainties that are detailed in our filings with the Securities and
Exchange Commission. The Company does not intend, and undertakes no
obligation, to update any forward-looking statements.

                                  Boise Inc.
(Formerly Aldabra 2 Acquisition Corp., a Corporation in the Development Stage)
                   Consolidated Statements of Income (Loss)
          (unaudited, in thousands, except share and per-share data)

                                               Boise Inc.          Predecessor
                                   Three         Three     Three     Three
                                   Months        Months    Months    Months
                                   Ended         Ended     Ended     Ended
                                   December      December  September December
                                   31, 2008      31, 2007  30, 2008  31, 2007
    Sales
    Trade                          $566,671          $-    $610,909  $420,828
    Related parties                  24,448           -      22,209   166,722
                                    591,119           -     633,118   587,550
    Costs and expenses
    Materials, labor, and other
     operating expenses             490,576           -     526,731   483,946
    Fiber costs from related
     parties                          7,771           -      21,213     8,518
    Depreciation, amortization,
     and depletion                   33,126           -      31,426       113
    Selling and distribution
     expenses                        13,715           -      13,803    15,901
    General and administrative
     expenses                         7,556         181       9,891    12,214
    St. Helens mill restructuring    29,780           -           -         -
    Other (income) expense, net      (2,820)          -         (36)   (3,575)
                                    579,704         181     603,028   517,117

    Income (loss) from operations    11,415        (181)     30,090    70,433

    Foreign exchange loss            (3,185)          -        (449)      (23)
    Change in fair value of interest
     rate derivatives                  (683)          -        (306)        -
    Interest expense                (26,156)         (3)    (27,484)        -
    Interest income                      94       4,652         153       221
                                    (29,930)      4,649     (28,086)      198

    Income (loss) before income
     taxes                          (18,515)      4,468       2,004    70,631
    Income tax (provision)
     benefit                          3,030      (2,035)      2,379       216
    Net income (loss)              $(15,485)     $2,433      $4,383   $70,847

    Weighted average common
     shares outstanding:
    Basic                        77,260,274  51,750,000  77,259,947         -
    Diluted                      77,260,274  51,750,000  78,438,847         -

    Net income (loss) per common
     share:
    Basic and diluted                $(0.20)      $0.05       $0.06        $-

                             Segment Information
                          (unaudited, in thousands)

                                               Boise Inc.          Predecessor
                                   Three         Three     Three     Three
                                   Months        Months    Months    Months
                                   Ended         Ended     Ended     Ended
                                   December      December  September December
                                   31, 2008      31, 2007  30, 2008  31, 2007
    Segment sales
    Paper                         $389,644             $-  $430,973  $397,949
    Packaging                      213,788              -   212,886   203,178
    Intersegment eliminations
     and other                     (12,313)             -   (10,741)  (13,577)
                                  $591,119             $-  $633,118  $587,550

    Segment income (loss)
    Paper                          $(12,303)            $-   $25,304   $51,585
    Packaging                       26,075              -    10,148    25,471
    Corporate and Other             (5,542)          (181)   (5,811)   (6,646)
                                     8,230           (181)   29,641    70,410

    Change in fair value of interest
     rate derivatives                 (683)             -      (306)        -
    Interest expense               (26,156)            (3)  (27,484)        -
    Interest income                     94          4,652       153       221
    Income (loss) before income
     taxes                        $(18,515)        $4,468    $2,004   $70,631

    EBITDA (a)
    Paper                           $9,222             $-   $49,378   $51,834
    Packaging                       36,660              -    16,422    25,556
    Corporate and Other             (4,526)          (181)   (4,733)   (6,867)
                                   $41,356          $(181)  $61,067   $70,523

                                  Boise Inc.
(Formerly Aldabra 2 Acquisition Corp., a Corporation in the Development Stage)
                   Consolidated Statements of Income (Loss)
               (in thousands, except share and per-share data)

                                       Boise Inc.            Predecessor
                                               February 1
                                    Year      (Inception) January 1     Year
                                   Ended        through    through     Ended
                                  December      December  February    December
                                  31, 2008      31, 2007  21, 2008    31, 2007
    Sales
    Trade                        $1,990,207          $-   $258,430 $1,636,605
    Related parties                  80,425           -    101,490    695,998
                                  2,070,632           -    359,920  2,332,603
    Costs and expenses
    Materials, labor, and other
     operating expenses           1,756,826           -    313,931  1,948,230
    Fiber costs from related
     parties                         54,628           -      7,662     39,352
    Depreciation, amortization,
     and depletion                  109,988           -        477     84,649
    Selling and distribution
     expenses                        48,278           -      9,097     59,488
    General and administrative
     expenses                        34,258         334      6,606     44,549
    St. Helens mill
     restructuring                   29,780           -          -          -
    Other (income) expense, net      (2,980)          -       (989)    (4,142)
                                  2,030,778         334    336,784  2,172,126

    Income (loss) from
     operations                      39,854        (334)    23,136    160,477

    Foreign exchange gain (loss)     (4,696)          -         54      1,184
    Change in fair value of
     interest rate derivatives         (479)          -          -          -
    Interest expense                (91,220)         (6)        (2)         -
    Interest income                   2,246      10,422        161        697
                                    (94,149)     10,416        213      1,881

    Income (loss) before income
     taxes                          (54,295)     10,082     23,349    162,358
    Income tax (provision)
     benefit                          8,772      (4,590)      (563)    (2,767)
    Net income (loss)              $(45,523)     $5,492    $22,786   $159,591

    Weighted average common
     shares outstanding:
    Basic and diluted            73,635,665  34,272,754          -          -

    Net income (loss) per common
     share:
    Basic and diluted                $(0.62)      $0.16         $-         $-

                             Segment Information
                                (in thousands)

                                       Boise Inc.            Predecessor
                                               February 1
                                    Year      (Inception) January 1     Year
                                   Ended        through    through     Ended
                                  December      December  February    December
                                  31, 2008      31, 2007  21, 2008    31, 2007
    Segment sales
    Paper                        $1,403,698          $-   $253,508 $1,596,224
    Packaging                       703,705           -    113,485    783,100
    Intersegment eliminations and
     other                          (36,771)          -     (7,073)   (46,721)
                                 $2,070,632          $-   $359,920 $2,332,603

    Segment income (loss)
    Paper                           $32,685          $-    $20,718   $133,505
    Packaging                        21,104           -      5,685     40,115
    Corporate and Other             (18,631)       (334)    (3,213)   (11,959)
                                     35,158        (334)    23,190    161,661

    Change in fair value of
     interest rate derivatives         (479)          -          -          -
    Interest expense                (91,220)         (6)        (2)         -
    Interest income                   2,246      10,422        161        697
    Income (loss) before income
     taxes                         $(54,295)    $10,082    $23,349   $162,358

    EBITDA (a)
    Paper                          $104,346          $-    $21,066   $178,467
    Packaging                        56,171           -      5,738     77,798
    Corporate and Other             (15,371)       (334)    (3,137)    (9,955)
                                   $145,146       $(334)   $23,667   $246,310

                                  Boise Inc.
(Formerly Aldabra 2 Acquisition Corp., a Corporation in the Development Stage)
                         Consolidated Balance Sheets
                                (in thousands)

                                                Boise Inc.       Predecessor
                                       December 31, December 31, December 31,
                                           2008         2007         2007
    ASSETS

    Current
    Cash and cash equivalents              $22,518       $186           $8
    Cash held in trust                           -    403,989            -
    Receivables
       Trade, less allowances of $961,
        $0, and $1,063                     220,204          -      181,799
       Related parties                       1,796          -       36,452
       Other                                 4,937          -       10,224
    Inventories                            335,004          -      324,679
    Deferred income taxes                    5,318         85            -
    Prepaid and other                        6,289         59        6,936
                                           596,066    404,319      560,098
    Property
    Property and equipment, net          1,262,810          -    1,192,344
    Fiber farms and deposits                14,651          -       17,843
                                         1,277,461          -    1,210,187

    Deferred financing costs                72,570          -            -
    Goodwill                                     -          -       42,218
    Intangible assets, net                  35,075          -       23,967
    Other assets                             7,114      3,293        9,242
    Total assets                        $1,988,286   $407,612   $1,845,712

                                  Boise Inc.
(Formerly Aldabra 2 Acquisition Corp., a Corporation in the Development Stage)
                   Consolidated Balance Sheets (continued)
                      (in thousands, except share data)

                                                Boise Inc.        Predecessor
                                       December 31,  December 31, December 31,
                                          2008          2007         2007
    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current
    Current portion of long-term debt    $25,822           $-           $-
    Income taxes payable                     841        1,280          306
    Accounts payable
       Trade                             177,157            -      178,686
       Related parties                     3,107            -          299
    Accrued liabilities
       Compensation and benefits          44,488            -       53,573
       Interest payable                      184            -            -
       Deferred underwriting fee               -       12,420            -
       Other                              17,402        1,015       16,716
                                         269,001       14,715      249,580
    Debt
    Long-term debt, less current
     portion                           1,011,628            -            -
    Notes payable                         66,606            -            -
                                       1,078,234            -            -
    Other
    Deferred income taxes                  8,907            -          896
    Compensation and benefits            149,691            -        6,030
    Other long-term liabilities           33,007            -       29,427
                                         191,605            -       36,353
    Common stock subject to possible
     conversion
    (16,555,860 shares at conversion
     value at December 31, 2007)               -      159,760            -

    Commitments and contingent liabilities

    Stockholders' Equity
    Business unit equity                       -            -    1,559,779
    Preferred stock, $.0001 par value per
     share:                                    -            -            -
         1,000,000 shares authorized;
          none issued
    Common stock, $.0001 par value per share:  8            5            -
         250,000,000 shares authorized;
         79,716,130 shares and 51,750,000
          shares issued and outstanding
          (which included 16,555,860
          shares subject to possible
          conversion at December 31, 2007)
    Additional paid-in capital           575,151      227,640            -
    Accumulated other comprehensive
     loss                                (85,682)           -            -
    Income accumulated during development
     stage                                     -        5,492            -
    Accumulated deficit                  (40,031)           -            -
    Total stockholders' equity           449,446      233,137    1,559,779
    Total liabilities and
     stockholders' equity             $1,988,286     $407,612   $1,845,712

                                  Boise Inc.
(Formerly Aldabra 2 Acquisition Corp. a Corporation in the Development Stage)
                    Consolidated Statements of Cash Flows
                                (in thousands)

                                       Boise Inc.            Predecessor
                                               February 1
                                    Year      (Inception) January 1     Year
                                   Ended        through    through     Ended
                                  December      December  February    December
                                  31, 2008      31, 2007  21, 2008    31, 2007
    Cash provided by (used for)
     operations
    Net income (loss)            $(45,523)        $5,492   $22,786  $159,591
    Items in net income (loss)
     not using (providing) cash
       Depreciation, amortization,
        and depletion of deferred
        financing costs and other 119,933              -       477    84,649
       Share-based compensation
        expense                     3,096              -         -         -
       Related-party interest
        expense                     2,760              -         -         -
       Notes payable interest
        expense                     5,512              -         -         -
       Interest income on cash held
        in trust                        -        (10,414)        -         -
       Pension and other
        postretirement benefit
        expense                     8,388              -     1,826    13,334
       Deferred income taxes       (9,363)             -        11       253
       Change in fair value of
        energy derivaties           7,445              -       (37)      432
       Change in fair value of
        interest rate derivatives     479              -         -         -
       St. Helens mill
        restructuring              35,998              -         -         -
       Gain on changes in retiree
        healthcare programs             -              -         -    (4,367)
       (Gain) loss on sales of
        assets, net                     -              -      (943)     (112)
       Other                        4,696              -       (54)   (1,184)
    Decrease (increase) in working
     capital, net of acquisitions
       Receivables                 25,296              -   (23,522)   (4,357)
       Inventories                (28,950)             -     5,343    (4,402)
       Prepaid expenses            (1,044)           (59)      875      (833)
       Accounts payable and
        accrued liabilities       (17,801)           257   (10,718)   18,414
    Current and deferred income
     taxes                         (1,057)         1,284       335       509
    Pension and other
     postretirement
     benefit payments                (636)             -    (1,826)  (13,334)
    Other                          (1,483)             -     2,326       178
       Cash provided by (used
        for) operations           107,746         (3,440)   (3,121)  248,771
    Cash provided by (used for)
     investment
    Acquisitions of businesses
     and facilities            (1,216,459)        (2,624)        -         -
    Cash released from (held
     in) trust, net               403,989       (393,575)        -         -
    Expenditures for property
     and equipment                (90,597)             -   (10,168) (141,801)
    Sales of assets                   394              -    17,662    14,224
    Additional Consideration
     Agreement payment                  -              -         -   (32,542)
    Other                          (5,703)             -       863     1,769
       Cash provided by (used
        for) investment          (908,376)      (396,199)    8,357  (158,350)
    Cash provided by (used for)
     financing
    Issuances of long-term debt 1,125,700              -         -         -
    Payments of long-term debt    (88,250)             -         -         -
    Issuances of short-term debt        -            137         -         -
    Payments of short-term debt         -           (137)        -         -
    Payments to stockholders for
     exercise of conversion
     rights                      (120,170)             -         -         -
    Payments of deferred
     financing fees               (81,898)             -         -         -
    Payments of deferred
     underwriters fees            (12,420)       (16,560)        -         -
    Proceeds from sale of shares
     of common stock to initial
     stockholders                       -             25         -         -
    Proceeds from public offering       -        414,000         -         -
    Proceeds from issuance of
     insider warrants                   -          3,000         -         -
    Net equity transactions with
     related parties                    -              -    (5,237)  (90,420)
    Other                               -           (640)        -         -
       Cash provided by (used
        for) financing            822,962        399,825    (5,237)  (90,420)
    Increase (decrease) in cash
     and cash equivalents          22,332            186        (1)        1
    Balance at beginning of the
     period                           186              -         8         7
    Balance at end of the period  $22,518           $186        $7        $8

  Summary Notes to Consolidated Financial Statements and Segment Information

The Consolidated Statements of Income (Loss), Consolidated Balance Sheets,
Consolidated Statements of Cash Flows, and Segment Information do not include
all Notes to Consolidated Financial Statements and should be read in
conjunction with the Company’s 2008 Annual Report on Form 10-K, Current Report
on Form 8-K filed with the Securities and Exchange Commission (SEC) on
February 28, 2008, as well as the other reports the Company files with the
SEC. Net income (loss) for all periods presented involved estimates and
accruals.

Boise Inc. (formerly Aldabra 2 Acquisition Corp.) or “the Company,” “we,”
“us,” or “our” was a blank check company, created on February 1, 2007
(inception) and organized for the purpose of effecting a merger, capital stock
exchange, asset acquisition, or other similar business combination with an
operating business. On February 22, 2008, Boise Inc. completed the
Acquisition of Boise White Paper, L.L.C., Boise Packaging & Newsprint, L.L.C.,
Boise Cascade Transportation Holdings Corp. (collectively, the Paper Group),
and other assets and liabilities related to the operation of the paper,
packaging and newsprint, and transportation businesses of the Paper Group and
part of the headquarters operations of Boise Cascade, L.L.C. (Boise Cascade).
The business we acquired is referred to as the “Predecessor.”

The accompanying consolidated statements of income (loss) and cash flows
for the year ended December 31, 2008, include the activities of Aldabra 2
Acquisition Corp. prior to the Acquisition and the operations of the acquired
businesses from February 22, 2008, through December 31, 2008. The
consolidated statements of income (loss) and cash flows for the period of
January 1 through February 21, 2008, and for the year ended December 31, 2007,
of the Predecessor are presented for comparative purposes. The three months
ended December 31, 2007, and the period February 1 (inception) through
December 31, 2007, represent the activities of Aldabra 2 Acquisition Corp.

Boise Inc. operates its business in three reportable segments: Paper,
Packaging, and Corporate and Other (support services) and is headquartered in
Boise, Idaho. Boise Inc. manufactures commodity and premium office papers, a
range of packaging papers, including label and release papers, flexible
packaging papers, and printing and converting papers. Boise Inc. also
manufactures corrugated containers, containerboard, newsprint, and market
pulp.

    (a) EBITDA represents income (loss) before interest (change in fair value
        of interest rate derivatives, interest expense, and interest income),
        income taxes, and depreciation, amortization, and depletion.  The
        following table reconciles net income (loss) to EBITDA for Boise Inc.
        for the three months ended December 31, 2008 and 2007, the three
        months ended September 30, 2008, and the Predecessor three months
        ended December 31, 2007 (unaudited, in thousands):

                                                  Boise Inc.       Predecessor
                                          Three    Three    Three     Three
                                          Months   Months   Months    Months
                                          Ended    Ended    Ended     Ended
                                          December December September December
                                          31, 2008 31, 2007 30, 2008  31, 2008

    Net income (loss)                      $(15,485) $2,433   $4,383  $70,847
    Change in fair value of interest rate
     derivatives                                683       -      306        -
    Interest expense                         26,156       3   27,484        -
    Interest income                             (94) (4,652)    (153)    (221)
    Income tax provision (benefit)           (3,030)  2,035   (2,379)    (216)
    Depreciation, amortization,
     and depletion                           33,126       -   31,426      113
    EBITDA                                  $41,356   $(181) $61,067  $70,523

    The following table reconciles net income (loss) to EBITDA for Boise Inc.
for the year ended December 31, 2008, the period of February 1 (inception)
through December 31, 2007, for the Predecessor period of January 1 through
February 21, 2008, and the year ended December 31, 2007 (unaudited, in
thousands):

                                       Boise Inc.            Predecessor
                                               February 1
                                    Year      (Inception) January 1     Year
                                   Ended        through    through     Ended
                                  December      December  February    December
                                  31, 2008      31, 2007  21, 2008    31, 2007

    Net income (loss)             $(45,523)      $5,492    $22,786   $159,591
    Change in fair value of
     interest rate derivatives         479            -          -          -
    Interest expense                91,220            6          2          -
    Interest income                 (2,246)     (10,422)      (161)      (697)
    Income tax provision (benefit)  (8,772)       4,590        563      2,767
    Depreciation, amortization,
     and depletion                 109,988            -        477     84,649
    EBITDA                        $145,146        $(334)   $23,667   $246,310

The following table reconciles EBITDA to EBITDA excluding special items
for Boise Inc. for the three months and year ended December 31, 2008, and the
three months ended September 30, 2008. The table also reconciles the
Predecessor period of January 1 through February 21, 2008, the Predecessor
three months and year ended December 31, 2007, and the combined year ended
December 31, 2008 (unaudited, in thousands):


              Boise    Prede-   Boise     Boise    Prede-            Prede-
              Inc.     cessor   Inc.      Inc.     cessor   Combined cessor
              Three    Three    Three
              Months   Months   Months    Year     January  Year     Year
              Ended    Ended    Ended     Ended    through  Ended    Ended
              December December September December February December December
              31, 2008 31, 2007 30, 2008  31, 2008 21, 2008 31, 2008 31, 2007

    EBITDA    $41,356  $70,523   $61,067  $145,146  $23,667 $168,813 $246,310
    St. Helens
     mill
     restructur-
     ing (a)   37,568        -         -    37,568        -   37,568        -
    Impact of
     energy
     hedges       (26)      58    11,341     7,445      (37)   7,408    8,698
    Hurricane
     losses         -        -     5,482     5,482        -    5,482        -
    Gain on
     changes in
     supplemental
     pension
     plans     (2,914)       -         -    (2,914)       -   (2,914)       -
    Gain on
     changes
     in retiree
     healthcare
     plans          -        -         -         -        -        -   (4,367)
    Inventory
     purchase
     accounting
     expense        -        -         -    10,259        -   10,259        -
    Impact of
     DeRidder
     outage         -        -         -    19,776      732   20,508        -
    Wallula
     start-up       -        -         -         -        -        -    4,066
    EBITDA
     excluding
    special
     items    $75,984  $70,581   $77,890  $222,762  $24,362 $247,124  $254,707

    (a) In November 2008, we announced the restructuring of our St. Helens,
        Oregon, paper mill. Of the $37.6 million restructuring charge, $29.8
        million is included in "St. Helens mill restructuring" and $7.8
        million related to inventory write-downs is included in "Materials,
        labor, and other operating expenses."

The following table reconciles total debt to net debt and net covenant
debt at December 31, 2008, and September 30, 2008 (unaudited, in thousands):


                                                         Boise Inc.
                                                December 31,     September 30,
                                                    2008              2008

    Current Portion of long-term debt              $25,822           $14,125
    Long-term debt, less current portion
     and notes payable                           1,011,628         1,031,075
    Notes payable                                   66,606            64,083
    Total debt                                   1,104,056         1,109,283
    Less cash and cash equivalents                 (22,518)          (27,128)
    Net debt                                     1,081,538         1,082,155
    Less notes payable                             (66,606)          (64,083)
    Net covenant debt                           $1,014,932        $1,018,072

SOURCE Boise Inc.


Source: newswire



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