8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 3, 2018

BOISE CASCADE COMPANY

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-35805 (Commission File Number) 20-1496201 (IRS Employer Identification No.)

1111 West Jefferson Street, Suite 300

Boise, Idaho 83702-5389

(Address of principal executive offices) (Zip Code)

(208) 384-6161

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2018, Boise Cascade Company (the "Company") issued a press release announcing its second quarter 2018 financial results, a copy of which is furnished as Exhibit 99.1 to this Report on Form 8-K. Additionally, Exhibit 99.2, a copy of which is furnished hereby, includes certain statistical information relative to the Company's quarterly performance.

The Company has reconciled all non-GAAP measures presented to the most directly comparable GAAP measure.

Item 8.01. Other Events.

On August 3, 2018, the Company entered into a commitment letter (the “Commitment Letter”) with The Prudential Insurance Company of America (“Prudential”). Under the Commitment Letter, the Company agreed to purchase a group annuity contract from Prudential pursuant to which the Company will irrevocably transfer to Prudential the future benefit obligations and annuity administration for retirees (or their beneficiaries) in payout status as of July 1, 2018, that participate in the Company’s pension plan. The Company will fund the purchase of the group annuity contract with plan assets and agreed to transfer the premium amount to Prudential on August 10, 2018. Prudential will commence benefit payments to these retirees on October 1, 2018. All transferred participants will continue to receive their benefits from the pension plan until such time.

By transferring the future benefit obligations and annuity administration to Prudential, the Company expects to reduce its qualified pension plan liabilities by approximately 40 percent, or $122 million. In addition, the Company expects to recognize a non-cash pension settlement charge of approximately $10 million before tax in the third quarter of 2018, as a result of the application of pension settlement accounting rules, which require the Company to remeasure the pension plan as of August 10, 2018.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are or may be considered forward-looking statements. These statements reflect Company management’s current views and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ include but are not limited to (i) the inability to enter into the annuity contract within the expected timeframe or at all; (ii) the failure to realize the expected benefits from the entry into the annuity contract or the delay in realization thereof; (iii) the amount and timing of the expected settlement charge; and (iv) other factors that can be found in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

The following exhibits are furnished as part of this Report on Form 8-K:

Exhibit	Description
Exhibit 99.1	Boise Cascade Company Earnings Release dated August 6, 2018.
Exhibit 99.2	Boise Cascade Company Quarterly Statistical Information.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOISE CASCADE COMPANY
	By	/s/ John T. Sahlberg
		John T. Sahlberg Senior Vice President, Human Resources and General Counsel
Date: August 6, 2018

EX-99.1

Boise Cascade	Exhibit 99.1
1111 West Jefferson Street Ste 300 PO Box 50 Boise, ID 83728

News Release

Investor Relations Contact - Wayne Rancourt 208 384 6073 Media Contact - John Sahlberg 208 384 6451

For Immediate Release: August 6, 2018

Boise Cascade Company Reports 2018Second Quarter Net Income of $41.8 Million on Sales of $1.4 Billion

BOISE, Idaho - Boise Cascade Company ("Boise Cascade," the "Company," "we," or "our") (NYSE: BCC) today reported net income of $41.8 million, or $1.06 per share, on sales of $1.4 billion for the second quarter ended June 30, 2018. Second quarter results include $9.0 million of net after-tax losses, or $0.23 per share, from non-cash pension settlement charges.

Second Quarter 2018 Highlights

	2Q 2018		2Q 2017		% change
	(in thousands, except per-share data and percentages)
Consolidated Results
Sales	$	1,408,132	$	1,138,939	24	%
Net income	41,825		22,154		89	%
Net income per common share - diluted	1.06		0.57		86	%
Adjusted EBITDA 1	85,800		62,063		38	%
Segment Results
Wood Products sales	$	425,483	$	350,277	21	%
Wood Products income	36,482		15,395		137	%
Wood Products EBITDA 1	55,935		30,659		82	%
Building Materials Distribution sales	1,213,783		980,706		24	%
Building Materials Distribution income	47,713		34,509		38	%
Building Materials Distribution EBITDA 1	52,160		38,365		36	%

¹ For reconciliations of non-GAAP measures, see summary notes at the end of this press release.

In the second quarter 2018, total U.S. housing starts increased 8% compared to the same period last year. Single-family starts, which are the primary demand driver of our sales, increased 9% and multi-family starts increased 6% in the second quarter 2018.

"Both of our businesses delivered outstanding results in the second quarter. Wood Products made very good progress on engineered wood products pricing and took advantage of exceptionally strong plywood markets. BMD executed well and captured market opportunities at both the local and national level," commented Tom Corrick, CEO. "I am very pleased that we further strengthened our nationwide distribution capabilities with the acquisitions in Nashville, Tennessee, and Medford, Oregon. Similar acquisitions remain a priority. As reflected by these acquisitions and our board’s decision to declare an additional dividend of $1.00 per share this quarter, we continue to have a strong focus on deploying capital to create shareholder value."

Wood Products

Wood Products sales, including sales to Building Materials Distribution (BMD), increased $75.2 million, or 21%, to $425.5 million for the three months ended June 30, 2018, from $350.3 million for the three months ended June 30, 2017. The increase in sales was driven primarily by higher sales prices for plywood, I-joists and LVL (I-joists and LVL are collectively referred to as EWP). In addition, increases in EWP sales volumes contributed to improved sales. Sales volumes for plywood were relatively flat compared with the same period in the prior year.

Wood Products segment income increased $21.1 millionto $36.5 millionfor the three months ended June 30, 2018, from $15.4 millionfor the three months ended June 30, 2017. The improvement in segment income was due primarily to higher sales prices of plywood and EWP. These improvements were offset partially by higher log costs, as well as oriented strand board (OSB) costs used in the manufacture of I-joists. In addition, depreciation and amortization expense increased $4.2 million compared to the prior year quarter.

Comparative average net selling prices and sales volume changes for EWP and plywood are as follows:

	2Q 2018 vs. 2Q 2017	2Q 2018 vs. 1Q 2018
Average Net Selling Prices
LVL	10%	5%
I-joists	12%	3%
Plywood	26%	6%
Sales Volumes
LVL	3%	—%
I-joists	5%	9%
Plywood	—%	2%

Building Materials Distribution

BMD's sales increased $233.1 million, or 24%, to $1,213.8 million for the three months ended June 30, 2018, from $980.7 million for the three months ended June 30, 2017. Compared with the same quarter in the prior year, the overall increase in sales was driven by sales price and sales volume increases of 15% and 9%, respectively. By product line, commodity sales increased 33%, general line product sales increased 15%, and sales of EWP (substantially all of which is sourced through our Wood Products segment) increased 18%.

BMD segment income increased $13.2 million to $47.7 million for the three months ended June 30, 2018, from $34.5 million in the comparative prior year quarter, driven primarily by a higher gross margin of $27.8 million generated from a sales increase of 24%. The increase in gross margin was offset partially by higher selling and distribution expenses of $12.7 million.

In second quarter 2018, BMD completed the acquisition of wholesale building material distribution locations in Nashville, Tennessee and Medford, Oregon (collectively, the "Acquisitions"). The company funded the Acquisitions with cash on hand. These distribution locations add to our existing distribution business and strengthen our nationwide presence. In addition, we believe we will be able to broaden our product and service offerings within these markets following the Acquisitions.

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Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act was enacted by the U.S. government. The most significant impact to our financial statements is the reduction of the corporate federal income tax rate from 35% to 21%. For the three months ended June 30, 2018 and 2017, we recorded $13.8 million and $13.1 million, respectively, of income tax expense and had an effective rate of 24.9% and 37.2%, respectively.

Balance Sheet

Boise Cascade ended the second quarter with $210.0 million of cash and cash equivalents and $395.4 million of undrawn committed bank line availability, for total available liquidity of $605.4 million. The Company had $438.9 million of outstanding debt at June 30, 2018.

On August 2, 2018, our board of directors declared a quarterly dividend of $0.07 per share, as well as an additional dividend of $1.00 per share, on our common stock payable on September 17, 2018, to stockholders of record on August 31, 2018.

On April 25, 2018, Boise Cascade transferred $151.8 million of its pension plan assets to The Prudential Insurance Company of America (Prudential) for the purchase of a group annuity contract. Under the arrangement, Prudential assumed ongoing responsibility for administration and benefit payments for approximately one-third of Boise Cascade’s U.S. qualified pension plan projected benefit obligations. As a result of the transaction, the Company recognized a non-cash pension settlement charge of $12.0 million before tax in the second quarter of 2018.

On August 3, 2018, we entered into a commitment letter with Prudential to purchase another group annuity contract, in which Prudential will assume ongoing responsibility for administration and benefit payments for approximately 40 percent, or $122 million, of Boise Cascade’s then remaining U.S. qualified pension plan projected benefit obligations. As a result, we expect to recognize a non-cash pension settlement charge of approximately $10 million before tax in the third quarter of 2018. In conjunction with the transaction, we also plan to make a discretionary pension contribution of $20 million in third quarter 2018, for which we will receive a tax deduction at the 2017 federal income tax rate.

The pension-related transactions significantly reduce the Company's pension liability and its exposure to pension funding obligations that can result from future asset return, discount rate, and mortality assumption changes.

Outlook

As in recent years, we expect to continue to experience modest demand growth for the products we manufacture and distribute in 2018. The July 2018 Blue Chip consensus forecast for 2018reflects 1.32 million total U.S. housing starts, a 10% expected increase from 2017 levels. We remain optimistic that the improvement in demand for our products will continue as household formation rates and residential construction continue to recover. Future commodity product pricing and commodity input costs could be volatile in response to industry operating rates, net import and export activity, transportation constraints or disruptions, inventory levels in various distribution channels, and seasonal demand patterns. Commodity product pricing is currently above historical levels; however, prices have trended downward since the middle of June 2018. As a wholesale distributor of a broad mix of commodity products and a manufacturer of certain commodity products, we have sales and profitability exposure to declines in commodity product prices.

We have successfully grown revenues and earnings in our distribution business as residential construction has recovered in the U.S. over the last several years. As we consider further acquisitions, much of our activity will remain focused on adding to our distribution capabilities.

We expect our capital spending, excluding acquisitions, to be $75-$85 million during 2018.

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About Boise Cascade

Boise Cascade Company is one of the largest producers of engineered wood products and plywood in North America and a leading U.S. wholesale distributor of building products. For more information, please visit the Company's website at www.bc.com.

Webcast and Conference Call

Boise Cascade will host a webcast and conference call on Monday, August 6, at 11a.m. Eastern, to review the Company's second quarter results.

You can join the webcast through the Company's website by going to www.bc.com and clicking on the Event Calendar link under the Investor Relations heading. Please go to the website at least 15minutes before the start of the webcast to register. To join the conference call, dial 844-795-4410 (international callers should dial 661-378-9637), participant passcode 6886808, at least 10minutes before the start of the call.

The archived webcast will be available in the Investor Relations section of the Company's website. A replay of the conference call will be available from Monday, August 6, at 2p.m. Eastern through Monday, August 13, at 2 p.m. Eastern. Replay numbers are 855-859-2056 for U.S. callers and 404-537-3406 for international callers, and the passcode will be 6886808.

Basis of Presentation

We refer to the terms EBITDA and Adjusted EBITDA in this earnings release as supplemental measures of our performance and liquidity that are not required by or presented in accordance with generally accepted accounting principles in the United States ("GAAP"). We define EBITDA as income before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps and loss on extinguishment of debt.

We believe EBITDA and Adjusted EBITDA are meaningful measures because they present a transparent view of our recurring operating performance and allow management to readily view operating trends, perform analytical comparisons, and identify strategies to improve operating performance. We also believe EBITDA and Adjusted EBITDA are useful to investors because they provide a means to evaluate the operating performance of our segments and our Company on an ongoing basis using criteria that are used by our management and because they are frequently used by investors and other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates. EBITDA and Adjusted EBITDA, however, are not measures of our liquidity or financial performance under GAAP and should not be considered as alternatives to net income, income from operations, or any other performance measure derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity. The use of EBITDA and Adjusted EBITDA instead of net income or segment income (loss) have limitations as analytical tools, including the inability to determine profitability; the exclusion of interest expense, interest income, and associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs. Management compensates for these limitations by relying on our GAAP results. Our measures of EBITDA and Adjusted 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 press release includes statements about our expectations of future operational and financial performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The accuracy of such statements is subject to a number of risks, uncertainties, and assumptions that could cause our actual results to differ materially from those projected, including, but not limited to, prices for building products, commodity input costs, the effect of general economic conditions, mortgage rates and availability, housing demand, housing vacancy rates, governmental regulations, unforeseen production disruptions, as well as natural disasters. These and other factors that could cause actual results to differ materially from such forward-looking statements are discussed in greater detail in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release. We undertake no obligation to revise them in

4

light of new information. Finally, we undertake no obligation to review or confirm analyst expectations or estimates that might be derived from this release.

5

Boise Cascade Company

Consolidated Statements of Operations

(in thousands, except per-share data)

	Three Months Ended									Six Months Ended
	June 30						March 31, 2018			June 30
	2018			2017						2018			2017
Sales	$	1,408,132		$	1,138,939		$	1,182,841		$	2,590,973		$	2,113,382
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,193,918			980,210			1,009,778			2,203,696			1,826,969
Depreciation and amortization	24,296			19,601			22,111			46,407			38,945
Selling and distribution expenses	96,841			82,308			83,356			180,197			155,988
General and administrative expenses	19,977			15,559			15,886			35,863			29,129
Other (income) expense, net	(956		)	(1,238		)	(94		)	(1,050		)	(1,273		)
	1,334,076			1,096,440			1,131,037			2,465,113			2,049,758
Income from operations	74,056			42,499			51,804			125,860			63,624
Foreign currency exchange gain (loss)	(172		)	13			(263		)	(435		)	41
Pension expense (excluding service costs)	(12,380		)	(50		)	(244		)	(12,624		)	(81		)
Interest expense	(6,580		)	(6,491		)	(6,362		)	(12,942		)	(12,855		)
Interest income	237			54			264			501			87
Change in fair value of interest rate swaps	499			(724		)	1,641			2,140			(429		)
	(18,396		)	(7,198		)	(4,964		)	(23,360		)	(13,237		)
Income before income taxes	55,660			35,301			46,840			102,500			50,387
Income tax provision	(13,835		)	(13,147		)	(9,790		)	(23,625		)	(18,213		)
Net income	$	41,825		$	22,154		$	37,050		$	78,875		$	32,174
Weighted average common shares outstanding:
Basic	38,981			38,643			38,778			38,880			38,572
Diluted	39,403			39,002			39,396			39,384			38,931
Net income per common share:
Basic	$	1.07		$	0.57		$	0.96		$	2.03		$	0.83
Diluted	$	1.06		$	0.57		$	0.94		$	2.00		$	0.83

See accompanying summary notes to consolidated financial statements and segment information.

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Wood Products Segment

Statements of Operations

(in thousands, except percentages)

	Three Months Ended									Six Months Ended
	June 30						March 31, 2018			June 30
	2018			2017						2018			2017
Segment sales	$	425,483		$	350,277		$	397,991		$	823,474		$	675,934
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	356,297			309,876			342,559			698,856			602,336
Depreciation and amortization	19,453			15,264			17,544			36,997			30,415
Selling and distribution expenses	9,382			7,563			8,113			17,495			15,299
General and administrative expenses	4,678			3,213			3,692			8,370			6,083
Other (income) expense, net	(809		)	(1,034		)	(38		)	(847		)	(982		)
	389,001			334,882			371,870			760,871			653,151
Segment income	$	36,482		$	15,395		$	26,121		$	62,603		$	22,783
	(percentage of sales)
Segment sales	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	83.7		%	88.5		%	86.1		%	84.9		%	89.1		%
Depreciation and amortization	4.6		%	4.4		%	4.4		%	4.5		%	4.5		%
Selling and distribution expenses	2.2		%	2.2		%	2.0		%	2.1		%	2.3		%
General and administrative expenses	1.1		%	0.9		%	0.9		%	1.0		%	0.9		%
Other (income) expense, net	(0.2		)%	(0.3		%)	—		%	(0.1		)%	(0.1		%)
	91.4		%	95.6		%	93.4		%	92.4		%	96.6		%
Segment income	8.6		%	4.4		%	6.6		%	7.6		%	3.4		%

7

Building Materials Distribution Segment

Statements of Operations

(in thousands, except percentages)

	Three Months Ended									Six Months Ended
	June 30						March 31, 2018			June 30
	2018			2017						2018			2017
Segment sales	$	1,213,783		$	980,706		$	992,381		$	2,206,164		$	1,796,389
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,067,592			862,349			874,859			1,942,451			1,583,648
Depreciation and amortization	4,447			3,856			4,172			8,619			7,582
Selling and distribution expenses	87,394			74,648			75,181			162,575			140,496
General and administrative expenses	6,787			5,548			5,830			12,617			10,541
Other (income) expense, net	(150		)	(204		)	(49		)	(199		)	(352		)
	1,166,070			946,197			959,993			2,126,063			1,741,915
Segment income	$	47,713		$	34,509		$	32,388		$	80,101		$	54,474
	(percentage of sales)
Segment sales	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	88.0		%	87.9		%	88.2		%	88.0		%	88.2		%
Depreciation and amortization	0.4		%	0.4		%	0.4		%	0.4		%	0.4		%
Selling and distribution expenses	7.2		%	7.6		%	7.6		%	7.4		%	7.8		%
General and administrative expenses	0.6		%	0.6		%	0.6		%	0.6		%	0.6		%
Other (income) expense, net	—		%	—		%	—		%	—		%	—		%
	96.1		%	96.5		%	96.7		%	96.4		%	97.0		%
Segment income	3.9		%	3.5		%	3.3		%	3.6		%	3.0		%

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Segment Information

(in thousands)

	Three Months Ended									Six Months Ended
	June 30						March 31, 2018			June 30
	2018			2017						2018			2017
Segment sales
Wood Products	$	425,483		$	350,277		$	397,991		$	823,474		$	675,934
Building Materials Distribution	1,213,783			980,706			992,381			2,206,164			1,796,389
Intersegment eliminations and other	(231,134		)	(192,044		)	(207,531		)	(438,665		)	(358,941		)
Total net sales	$	1,408,132		$	1,138,939		$	1,182,841		$	2,590,973		$	2,113,382
Segment income
Wood Products	$	36,482		$	15,395		$	26,121		$	62,603		$	22,783
Building Materials Distribution	47,713			34,509			32,388			80,101			54,474
Total segment income	84,195			49,904			58,509			142,704			77,257
Unallocated corporate	(10,139		)	(7,405		)	(6,705		)	(16,844		)	(13,633		)
Income from operations	$	74,056		$	42,499		$	51,804		$	125,860		$	63,624
Segment EBITDA (a)
Wood Products	$	55,935		$	30,659		$	43,665		$	99,600		$	53,198
Building Materials Distribution	52,160			38,365			36,560			88,720			62,056

See accompanying summary notes to consolidated financial statements and segment information.

9

Boise Cascade Company

Consolidated Balance Sheets

(in thousands)

	June 30, 2018		December 31, 2017
ASSETS
Current
Cash and cash equivalents	$	210,011	$	177,140
Receivables
Trade, less allowances of $904 and $945	360,765		246,452
Related parties	506		345
Other	13,913		9,380
Inventories	572,606		476,673
Prepaid expenses and other	13,385		22,582
Total current assets	1,171,186		932,572
Property and equipment, net	562,025		565,792
Timber deposits	15,687		13,503
Goodwill	60,454		55,433
Intangible assets, net	17,357		15,066
Deferred income taxes	8,739		9,064
Other assets	15,004		15,763
Total assets	$	1,850,452	$	1,607,193

10

Boise Cascade Company

Consolidated Balance Sheets (continued)

(in thousands, except per-share data)

	June 30, 2018			December 31, 2017
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	349,648		$	233,562
Related parties	2,017			1,225
Accrued liabilities
Compensation and benefits	81,147			84,246
Interest payable	6,742			6,742
Other	80,306			55,786
Total current liabilities	519,860			381,561
Debt
Long-term debt	438,870			438,312
Other
Compensation and benefits	64,143			75,439
Deferred income taxes	23,150			16,454
Other long-term liabilities	36,241			20,878
	123,534			112,771
Commitments and contingent liabilities
Stockholders' equity
Preferred stock, $0.01 par value per share; 50,000 shares authorized, no shares issued and outstanding	—			—
Common stock, $0.01 par value per share; 300,000 shares authorized, 44,058 and 43,748 shares issued, respectively	441			437
Treasury stock, 5,167 shares at cost	(133,979		)	(133,979		)
Additional paid-in capital	524,099			523,550
Accumulated other comprehensive loss	(56,907		)	(76,702		)
Retained earnings	434,534			361,243
Total stockholders' equity	768,188			674,549
Total liabilities and stockholders' equity	$	1,850,452		$	1,607,193

11

Boise Cascade Company

Consolidated Statements of Cash Flows

(in thousands)

	Six Months Ended June 30
	2018			2017
Cash provided by (used for) operations
Net income	$	78,875		$	32,174
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other	47,416			39,929
Stock-based compensation	4,731			4,443
Pension expense	13,026			683
Deferred income taxes	(1,092		)	4,542
Change in fair value of interest rate swaps	(2,140		)	429
Other	(1,051		)	(1,259		)
Decrease (increase) in working capital, net of acquisitions
Receivables	(111,068		)	(107,781		)
Inventories	(89,051		)	(57,260		)
Prepaid expenses and other	(4,361		)	(3,960		)
Accounts payable and accrued liabilities	134,498			114,908
Pension contributions	(1,042		)	(1,145		)
Income taxes payable	18,586			7,063
Other	1,009			(1,288		)
Net cash provided by operations	88,336			31,478
Cash provided by (used for) investment
Expenditures for property and equipment	(28,327		)	(29,551		)
Acquisitions of businesses and facilities	(17,577		)	—
Proceeds from sales of assets and other	321			1,840
Net cash used for investment	(45,583		)	(27,711		)
Cash provided by (used for) financing
Borrowings of long-term debt, including revolving credit facility	7,500			366,400
Payments of long-term debt, including revolving credit facility	(7,500		)	(366,400		)
Tax withholding payments on stock-based awards	(5,120		)	(2,901		)
Dividends paid on common stock	(5,481		)	—
Proceeds from exercise of stock options	942			22
Other	(223		)	(153		)
Net cash used for financing	(9,882		)	(3,032		)
Net increase in cash and cash equivalents	32,871			735
Balance at beginning of the period	177,140			103,978
Balance at end of the period	$	210,011		$	104,713

12

Summary Notes to Consolidated Financial Statements and Segment Information

The Consolidated Statements of Operations, Segment Statements of Operations, Consolidated Balance Sheets, Consolidated Statements of Cash Flows, and Segment Information presented herein do not include the notes accompanying the Company's Consolidated Financial Statements and should be read in conjunction with the Company’s 2017 Form 10-K and the Company's other filings with the Securities and Exchange Commission. Net income for all periods presented involved estimates and accruals.

(a) EBITDA represents income before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps and loss on extinguishment of debt. The following table reconciles net income to EBITDA and Adjusted EBITDA for the three months ended June 30, 2018 and 2017, and March 31, 2018, and the six months ended June 30, 2018 and 2017:

	Three Months Ended									Six Months Ended
	June 30						March 31, 2018			June 30
	2018			2017						2018			2017
	(in thousands)
Net income	$	41,825		$	22,154		$	37,050		$	78,875		$	32,174
Interest expense	6,580			6,491			6,362			12,942			12,855
Interest income	(237		)	(54		)	(264		)	(501		)	(87		)
Income tax provision	13,835			13,147			9,790			23,625			18,213
Depreciation and amortization	24,296			19,601			22,111			46,407			38,945
EBITDA	86,299			61,339			75,049			161,348			102,100
Change in fair value of interest rate swaps	(499		)	724			(1,641		)	(2,140		)	429
Adjusted EBITDA	$	85,800		$	62,063		$	73,408		$	159,208		$	102,529

13

The following table reconciles segment income and unallocated corporate costs to EBITDA and adjusted EBITDA for the three months ended June 30, 2018 and 2017, and March 31, 2018, and the six months ended June 30, 2018 and 2017:

	Three Months Ended									Six Months Ended
	June 30						March 31, 2018			June 30
	2018			2017						2018			2017
	(in thousands)
Wood Products
Segment income	$	36,482		$	15,395		$	26,121		$	62,603		$	22,783
Depreciation and amortization	19,453			15,264			17,544			36,997			30,415
EBITDA	$	55,935		$	30,659		$	43,665		$	99,600		$	53,198
Building Materials Distribution
Segment income	$	47,713		$	34,509		$	32,388		$	80,101		$	54,474
Depreciation and amortization	4,447			3,856			4,172			8,619			7,582
EBITDA	$	52,160		$	38,365		$	36,560		$	88,720		$	62,056
Corporate
Unallocated corporate expenses	$	(10,139	)	$	(7,405	)	$	(6,705	)	$	(16,844	)	$	(13,633	)
Foreign currency exchange gain (loss)	(172		)	13			(263		)	(435		)	41
Pension expense (excluding service costs)	(12,380		)	(50		)	(244		)	(12,624		)	(81		)
Change in fair value of interest rate swaps	499			(724		)	1,641			2,140			(429		)
Depreciation and amortization	396			481			395			791			948
EBITDA	(21,796		)	(7,685		)	(5,176		)	(26,972		)	(13,154		)
Change in fair value of interest rate swaps	(499		)	724			(1,641		)	(2,140		)	429
Corporate adjusted EBITDA	$	(22,295	)	$	(6,961	)	$	(6,817	)	$	(29,112	)	$	(12,725	)
Total company adjusted EBITDA	$	85,800		$	62,063		$	73,408		$	159,208		$	102,529

14

EX-99.2

Exhibit 99.2

Boise Cascade Company

Quarterly Statistical Information

Wood Products Segment
	2018
	Q1			Q2			Q3			Q4			YTD
LVL sales volume (MCF)	4,813			4,816									9,629
I-joist sales volume (MELF)	62,525			68,060									130,585
Plywood sales volume (MSF 3/8")	359,911			368,897									728,808
Lumber sales volume (MBF)	47,353			45,913									93,266
LVL mill net sales price ($/CF)	$	17.30		$	18.25								$	17.77
I-joist mill net sales price ($/MELF)	$	1,179		$	1,220								$	1,200
Plywood net sales price ($/MSF 3/8")	$	356		$	379								$	368
Lumber net sales price ($/MBF)	$	556		$	570								$	563
Segment sales (000)	$	397,991		$	425,483								$	823,474
Segment income (000)	$	26,121		$	36,482								$	62,603
Segment depreciation and amortization (000)	$	17,544		$	19,453								$	36,997
Segment EBITDA (000)1	$	43,665		$	55,935								$	99,600
EBITDA as a percentage of sales	11.0		%	13.1		%							12.1		%
Capital spending (000)	$	8,656		$	6,279								$	14,935
Receivables (000)	$	91,190		$	88,073
Inventories (000)	$	167,579		$	169,492
Accounts payable (000)	$	54,774		$	66,285
	2017
	Q1			Q2			Q3			Q4			YTD
LVL sales volume (MCF)	4,544			4,669			4,100			3,997			17,310
I-joist sales volume (MELF)	61,349			64,520			56,932			52,662			235,463
Plywood sales volume (MSF 3/8")	336,473			368,974			404,960			347,096			1,457,503
Lumber sales volume (MBF)	41,999			42,840			44,127			42,451			171,417
LVL mill net sales price ($/CF)	$	16.63		$	16.65		$	17.22		$	16.69		$	16.79
I-joist mill net sales price ($/MELF)	$	1,116		$	1,091		$	1,157		$	1,124		$	1,121
Plywood net sales price ($/MSF 3/8")	$	282		$	301		$	324		$	337		$	312
Lumber net sales price ($/MBF)	$	504		$	546		$	553		$	557		$	540
Segment sales (000)	$	325,657		$	350,277		$	366,920		$	330,906		$	1,373,760
Segment income (000)	$	7,388		$	15,395		$	24,027		$	6,819		$	53,629
Segment depreciation and amortization (000)	$	15,151		$	15,264		$	15,337		$	17,363		$	63,115
Segment EBITDA (000)1	$	22,539		$	30,659		$	39,364		$	24,182		$	116,744
EBITDA as a percentage of sales	6.9		%	8.8		%	10.7		%	7.3		%	8.5		%
Capital spending (000)	$	12,337		$	8,594		$	12,096		$	21,573		$	54,600
Receivables (000)	$	73,644		$	75,679		$	78,888		56,488
Inventories (000)	$	171,133		$	169,100		$	175,276		183,157
Accounts payable (000)	$	50,177		$	58,163		$	58,136		51,898

1

Boise Cascade Company

Quarterly Statistical Information (continued)

Wood Products Segment (continued)
	2016
	Q1			Q2			Q3			Q4			YTD
LVL sales volume (MCF)	3,566			4,626			4,421			3,698			16,311
I-joist sales volume (MELF)	50,172			64,765			61,602			49,521			226,060
Plywood sales volume (MSF 3/8")	379,631			377,934			385,398			364,018			1,506,981
Lumber sales volume (MBF)	47,919			49,398			45,925			43,650			186,892
LVL mill net sales price ($/CF)	$	16.74		$	16.79		$	16.57		$	16.21		$	16.59
I-joist mill net sales price ($/MELF)	$	1,138		$	1,136		$	1,102		$	1,077		$	1,114
Plywood net sales price ($/MSF 3/8")	$	261		$	271		$	288		$	268		$	272
Lumber net sales price ($/MBF)	$	451		$	464		$	481		$	497		$	472
Segment sales (000)	$	303,457		$	346,358		$	340,928		$	289,672		$	1,280,415
Segment income (loss) (000)	$	5,885		$	16,309		$	11,564		$	(7,829	)	$	25,929
Segment depreciation and amortization (000)	$	11,634		$	14,769		$	15,625		$	15,493		$	57,521
Segment EBITDA (000)1	$	17,519		$	31,078		$	27,189		$	7,664		$	83,450
EBITDA as a percentage of sales	5.8		%	9.0		%	8.0		%	2.6		%	6.5		%
Capital spending (000)2	$	11,870		$	15,862		$	15,275		$	23,496		$	66,503
Receivables (000)	$	111,008		$	78,174		$	70,233		$	48,503
Inventories (000)	$	175,842		$	190,692		$	186,563		$	178,138
Accounts payable (000)	$	44,686		$	53,806		$	53,275		$	50,672
1Segment EBITDA is calculated as segment income (loss) before depreciation and amortization.
2 Capital spending in second quarter 2016 and first quarter 2016 excludes $0.3 million and $215.6 million, respectively, of cash paid for the acquisition of businesses and facilities.

2

Boise Cascade Company

Quarterly Statistical Information (continued)

Building Materials Distribution Segment
	2018
	Q1			Q2			Q3			Q4			YTD
Commodity sales	49.4		%	49.6		%							49.6		%
General line sales	31.8		%	32.4		%							32.1		%
EWP sales	18.8		%	18.0		%							18.3		%
Total sales (000)	$	992,381		$	1,213,783								$	2,206,164
Gross margin1	11.8		%	12.0		%							12.0		%
Segment income (000)	$	32,388		$	47,713								$	80,101
Segment depreciation and amortization (000)	$	4,172		$	4,447								$	8,619
Segment EBITDA (000)2	$	36,560		$	52,160								$	88,720
EBITDA as a percentage of sales	3.7		%	4.3		%							4.0		%
Capital spending (000)3	$	4,419		$	8,716								$	13,135
Receivables (000)	$	294,940		$	321,310
Inventories (000)	$	371,144		$	403,114
Accounts payable (000)	$	282,678		$	304,364
	2017
	Q1			Q2			Q3			Q4			YTD
Commodity sales	46.5		%	46.3		%	48.3		%	50.4		%	47.9		%
General line sales	33.8		%	34.8		%	33.9		%	32.0		%	33.6		%
EWP sales	19.7		%	18.9		%	17.8		%	17.6		%	18.5		%
Total sales (000)	$	815,683		$	980,706		$	1,045,646		$	931,775		$	3,773,810
Gross margin1	11.6		%	12.1		%	12.4		%	11.6		%	11.9		%
Segment income (000)	$	19,965		$	34,509		$	39,379		$	22,907		$	116,760
Segment depreciation and amortization (000)	$	3,726		$	3,856		$	3,910		$	4,012		$	15,504
Segment EBITDA (000)2	$	23,691		$	38,365		$	43,289		$	26,919		$	132,264
EBITDA as a percentage of sales	2.9		%	3.9		%	4.1		%	2.9		%	3.5		%
Capital spending (000)	$	3,966		$	3,903		$	6,240		$	5,192		$	19,301
Receivables (000)	$	255,716		$	276,079		$	272,127		$	217,519
Inventories (000)	$	311,233		$	321,611		$	284,587		$	293,516
Accounts payable (000)	$	255,415		$	255,342		$	240,987		$	183,354

3

Boise Cascade Company

Quarterly Statistical Information (continued)

Building Materials Distribution Segment (continued)
	2016
	Q1			Q2			Q3			Q4			YTD
Commodity sales	47.2		%	45.5		%	46.9		%	46.9		%	46.6		%
General line sales	34.4		%	36.5		%	35.1		%	35.3		%	35.4		%
EWP sales	18.4		%	18.0		%	18.0		%	17.8		%	18.0		%
Total sales (000)	$	717,254		$	850,042		$	889,026		$	770,885		$	3,227,207
Gross margin1	11.4		%	12.5		%	12.0		%	11.7		%	11.9		%
Segment income (000)	$	13,373		$	29,117		$	26,415		$	15,454		$	84,359
Segment depreciation and amortization (000)	$	3,235		$	3,354		$	3,514		$	3,659		$	13,762
Segment EBITDA (000)2	$	16,608		$	32,471		$	29,929		$	19,113		$	98,121
EBITDA as a percentage of sales	2.3		%	3.8		%	3.4		%	2.5		%	3.0		%
Capital spending (000)	$	2,896		$	3,599		$	4,933		$	4,418		$	15,846
Receivables (000)	$	229,673		$	236,954		$	227,206		$	175,972
Inventories (000)	$	264,721		$	271,306		$	264,493		$	255,312
Accounts payable (000)	$	248,170		$	217,149		$	210,892		$	151,232
1We define gross margin as "Sales" less "Materials, labor, and other operating expenses (excluding depreciation)." Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our Building Materials Distribution segment are for inventory purchased for resale. Gross margin percentage is gross margin as a percentage of segment sales.
2Segment EBITDA is calculated as segment income before depreciation and amortization.
3 Capital spending in second quarter 2018 excludes $17.6 million of cash paid for the acquisition of businesses and facilities.

4

Boise Cascade Company

Quarterly Statistical Information (continued)

Reconciliation of Non-GAAP Financial Measures

(000)

Total Boise Cascade Company
EBITDA represents income before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps and loss on extinguishment of debt. The following tables reconcile net income to EBITDA and Adjusted EBITDA for the periods noted below:
	2018
	Q1			Q2			Q3			Q4			YTD
Net income	$	37,050		$	41,825								$	78,875
Interest expense	6,362			6,580									12,942
Interest income	(264		)	(237		)							(501		)
Income tax provision	9,790			13,835									23,625
Depreciation and amortization	22,111			24,296									46,407
EBITDA	75,049			86,299									161,348
Change in fair value of interest rate swaps	(1,641		)	(499		)							(2,140		)
Adjusted EBITDA	$	73,408		$	85,800								$	159,208
	2017
	Q1			Q2			Q3			Q4			YTD
Net income	$	10,020		$	22,154		$	31,661		$	19,122		$	82,957
Interest expense	6,364			6,491			6,295			6,220			25,370
Interest income	(33		)	(54		)	(167		)	(293		)	(547		)
Income tax provision (benefit)	5,066			13,147			18,276			(1,858		)	34,631
Depreciation and amortization	19,344			19,601			19,686			21,748			80,379
EBITDA	40,761			61,339			75,751			44,939			222,790
Change in fair value of interest rate swaps	(295		)	724			33			(1,000		)	(538		)
Adjusted EBITDA	$	40,466		$	62,063		$	75,784		$	43,939		$	222,252
	2016
	Q1			Q2			Q3			Q4			YTD
Net income	$	4,950		$	19,228		$	9,981		$	4,095		$	38,254
Interest expense	5,802			6,427			7,135			7,328			26,692
Interest income	(149		)	(27		)	(60		)	(154		)	(390		)
Income tax provision (benefit)	2,931			10,735			5,522			(14,141		)	5,047
Depreciation and amortization	15,238			18,552			19,459			19,598			72,847
EBITDA	28,772			54,915			42,037			16,726			142,450
Change in fair value of interest rate swaps	69			1,532			(836		)	(4,975		)	(4,210		)
Loss on extinguishment of debt	—			—			9,525			4,779			14,304
Adjusted EBITDA	$	28,841		$	56,447		$	50,726		$	16,530		$	152,544

5