10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  to

Commission File Number:  001-35805

Boise Cascade Company

(Exact name of registrant as specified in its charter)

Delaware	20-1496201
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes x     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x    Accelerated filer o    Non-accelerated filer o    Smaller reporting company o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).       Yes o     No x

There were 38,892,592 shares of the registrant's common stock, $0.01 par value per share, outstanding on July 27, 2018.

Table of Contents

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Notes to Unaudited Quarterly Consolidated Financial Statements	6
	1. Nature of Operations and Consolidation	6
	2. Summary of Significant Accounting Policies	6
	3. Revenues	10
	4. Income Taxes	13
	5. Net Income Per Common Share	13
	6. Acquisitions	14
	7. Debt	15
	8. Retirement and Benefit Plans	18
	9. Stock-Based Compensation	19
	10. Stockholders' Equity	20
	11. Transactions With Related Party	21
	12. Segment Information	21
	13. Commitments, Legal Proceedings and Contingencies, and Guarantees	22
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
	Understanding Our Financial Information	23
	Executive Overview	23
	Factors That Affect Our Operating Results and Trends	24
	Our Operating Results	26
	Industry Mergers and Acquisitions	30
	Liquidity and Capital Resources	30
	Contractual Obligations	32
	Off-Balance-Sheet Activities	32
	Guarantees	32
	Seasonal and Inflationary Influences	32
	Employees	32
	Disclosures of Financial Market Risks	33
	Environmental	33
	Critical Accounting Estimates	33
	New and Recently Adopted Accounting Standards	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signatures	36

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company Consolidated Statements of Comprehensive Income (unaudited)
	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
	(thousands)
Net income	$	41,825	$	22,154	$	78,875	$	32,174
Other comprehensive income, net of tax
Defined benefit pension plans
Actuarial gain, net of tax of $3,383, $-, $3,383 and $-, respectively	9,957		—		9,957		—
Amortization of actuarial loss, net of tax of $90, $158, $298 and $310, respectively	266		252		879		495
Effect of settlements, net of tax of $3,044, $-, $3,044 and $-, respectively	8,959		—		8,959		—
Other comprehensive income, net of tax	19,182		252		19,795		495
Comprehensive income	$	61,007	$	22,406	$	98,670	$	32,669

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

2

Boise Cascade Company Consolidated Balance Sheets (unaudited)
	June 30, 2018		December 31, 2017
	(thousands)
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

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company Consolidated Balance Sheets (continued) (unaudited)
	June 30, 2018			December 31, 2017
	(thousands, except per-share data)
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

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company Consolidated Statements of Cash Flows (unaudited)
	Six Months Ended June 30
	2018			2017
	(thousands)
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 the 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

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

5

Condensed Notes to Unaudited Quarterly Consolidated Financial Statements

1. Nature of Operations and Consolidation

Nature of Operations

Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. We are one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading United States (U.S.) wholesale distributor of building products.

We operate our business using two reportable segments: (1) Wood Products, which manufactures EWP, plywood, ponderosa pine lumber, and particleboard; and (2) Building Materials Distribution, which is a wholesale distributor of building materials. For more information, see Note 12, Segment Information.

Consolidation

The accompanying quarterly consolidated financial statements have not been audited by an independent registered public accounting firm but, in the opinion of management, include all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. The quarterly consolidated financial statements include the accounts of Boise Cascade and its subsidiaries after elimination of intercompany balances and transactions. Quarterly results are not necessarily indicative of results that may be expected for the full year. These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our 2017 Form 10-K and the other reports we file with the Securities and Exchange Commission (SEC).

2. Summary of Significant Accounting Policies

Accounting Policies

The complete summary of significant accounting policies is included in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement, medical, and workers' compensation benefits; stock-based compensation; fair value measurements; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.  

Vendor Rebates and Allowances

We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. At June 30, 2018, and December 31, 2017, we had $7.6 million and $6.7 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets. Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)"

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when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.

Leases

We lease a portion of our distribution centers as well as other property and equipment under operating leases. For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably assured of exercising. Rental expense for operating leases was $4.6 million and $4.8 million for the three months ended June 30, 2018 and 2017, respectively, and $9.2 million and $9.5 million for the six months ended June 30, 2018 and 2017, respectively. Sublease rental income was not material in any of the periods presented.

We also have leases of certain distribution centers recorded as capital leases. During the six months ended June 30, 2018, we recorded a capital lease for a distribution center with an initial lease term of 20 years in the amount of $14.3 million, which represents a non-cash investing and financing activity. At June 30, 2018, and December 31, 2017, we had $17.8 million and $3.9 million, respectively, of capital lease obligations recorded in "Other long-term liabilities" on our Consolidated Balance Sheets.

Inventories

Inventories included the following (work in process is not material):

	June 30, 2018		December 31, 2017
	(thousands)
Finished goods and work in process	$	490,354	$	377,266
Logs	39,424		57,229
Other raw materials and supplies	42,828		42,178
	$	572,606	$	476,673

Property and Equipment

Property and equipment consisted of the following asset classes:

	June 30, 2018			December 31, 2017
	(thousands)
Land	$	40,205		$	38,606
Buildings (a)	160,785			144,404
Improvements	55,936			55,267
Mobile equipment, information technology, and office furniture	145,585			138,245
Machinery and equipment	670,850			659,708
Construction in progress	21,427			23,303
	1,094,788			1,059,533
Less accumulated depreciation	(532,763		)	(493,741		)
	$	562,025		$	565,792

___________________________________ 

(a) Capital lease assets are included in the 'Buildings' asset class.

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Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under GAAP gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3).

Financial Instruments

Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and interest rate swaps. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds. As of June 30, 2018, and December 31, 2017, we held $159.4 million and $137.5 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. At June 30, 2018, and December 31, 2017, the book value of our fixed-rate debt for each period was $350.0 million, and the fair value was estimated to be $350.4 million and $369.3 million, respectively. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt. We estimated the fair value of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our term loans is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. Because the interest rate on the term loans is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our term loans approximates book value. As discussed below, we also have interest rate swaps to mitigate our variable interest rate exposure, the fair value of which is measured based on Level 2 inputs.

Interest Rate Risk and Interest Rate Swaps

We are exposed to interest rate risk arising from fluctuations in variable-rate LIBOR on our term loans and when we have loan amounts outstanding on our revolving credit facility. Our objective is to limit the variability of interest payments on our debt. To meet this objective, in 2016 we entered into receive-variable, pay-fixed interest rate swaps to change the variable-rate cash flow exposure to fixed-rate cash flows. In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk.

On February 16, 2016, and March 31, 2016, we entered into interest rate swap agreements with notional principal amounts of $50.0 million and $75.0 million, respectively, to offset risks associated with the variability in cash flows relating to interest payments that are based on one-month LIBOR. We do not speculate using derivative instruments. At June 30, 2018, and December 31, 2017, the notional principal amount of our interest rate swap agreements exceeded the $95.0 million of variable-rate debt outstanding after paying down $30.0 million of variable rate debt on our term loan in December 2016. The excess notional principal amount of our interest rate swaps over our variable-rate debt is within our management strategy as we have partially funded seasonal and intra-month working capital requirements from borrowings under our revolving credit facility.

Under the interest rate swaps, we receive LIBOR-based variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $125.0 million of variable rate debt exposure. Payments on the interest rate swaps with notional principal amounts of $50.0 million and $75.0 million are due on a monthly basis at an annual fixed rate of 1.007% and 1.256%, respectively, and expire in February 2022 and March 2022, respectively. The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in the Consolidated Statements of Operations rather than through other comprehensive income. At June 30, 2018, and December 31, 2017, we recorded long-term assets of $6.9 million and $4.7 million, respectively, in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements. The swaps were valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

Concentration of Credit Risk

We are exposed to credit risk related to customer accounts receivable. In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations. At June 30, 2018, receivables from two customers accounted for approximately 14% and 13%,

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respectively, of total receivables. At December 31, 2017, receivables from two customers accounted for approximately 15% and 12%, respectively, of total receivables. No other customer accounted for 10% or more of total receivables.

New and Recently Adopted Accounting Standards

In March 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The amendments in this ASU add various Securities and Exchange Commission (SEC) paragraphs pursuant to the issuance of SEC Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (Tax Act) (SAB 118). The SEC issued SAB 118 to address concerns about reporting entities' ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Act are incomplete by the due date of the financial statements and, if possible, to provide a reasonable estimate. See Note 4, Income Taxes, for our assessment of the income tax effects of the Tax Act.

In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU permits entities to reclassify stranded tax effects in accumulated other comprehensive income to retained earnings as a result of the Tax Cuts and Jobs Act enacted by the U.S. federal government on December 22, 2017. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. We anticipate adopting this ASU by the end of fourth quarter 2018 and are currently evaluating the effects on our financial statements.

In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires entities to present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. The other components of net periodic benefit cost must be presented elsewhere in the income statement and outside of income from operations if that subtotal is presented. Entities will have to disclose the line(s) used to present the other components of net periodic benefit cost if the components are not presented separately in the income statement. The guidance on the income statement presentation of the components of net periodic benefit cost must be applied retrospectively. We adopted the standard in first quarter 2018, which resulted in a change in our income from operations in an amount equal to the other components of net periodic pension cost, which was offset by a corresponding change outside of income from operations. The amount recorded outside of income from operations is presented in "Pension expense (excluding service costs)" in our Consolidated Statements of Operations. The components of net periodic cost are shown in Note 8, Retirement and Benefit Plans.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This amendment requires a lessee to recognize substantially all leases (whether operating or finance leases) on the balance sheet as a right-of-use asset and an associated lease liability. Short-term leases of 12 months or less are excluded from this amendment. For leases defined as finance leases under the new standard, the lessee subsequently recognizes interest expense and amortization of the right-of-use asset, similar to accounting for capital leases under current GAAP. For leases defined as operating leases under the new standard, the lessee subsequently recognizes straight-line lease expense over the life of the lease. This new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied using a modified retrospective transition method with the option to elect a package of practical expedients.

The adoption of this ASU will result in a significant increase to our balance sheet for lease liabilities and right-of-use assets. The extent of the increase to assets and liabilities associated with these amounts remains to be determined pending our review of existing lease contracts. We are in the process of implementing changes to our systems and control processes in conjunction with our review of existing lease agreements and anticipate these changes will go into effect when we adopt this standard. We are also in the process of evaluating the impact on our lease disclosures, but anticipate additional required disclosure. We plan to adopt the standard effective January 1, 2019, and continue to monitor potential changes to Topic 842 that have been proposed by the FASB. We will continue to assess any necessary changes to the implementation process as the guidance is updated.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU replaced most existing revenue recognition guidance in U.S. GAAP when it became effective and requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The guidance also requires additional disclosure to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. We adopted this standard effective January 1, 2018. See Note 3,

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Revenues, for the impact of this standard on our revenue recognition practices and additional required qualitative disclosures of our revenue recognition policies.

There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures.

Reclassifications

Certain amounts in prior year's consolidated financial statements have been reclassified to conform with current year's presentation, none of which were considered material.

3. Revenues

Adoption of ASC Topic 606, "Revenue from Contracts with Customers"

On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

There was no cumulative effect adjustment recorded to opening retained earnings as of January 1, 2018, upon adoption of Topic 606. However, the new revenue standard provides new guidance that resulted in reclassifications between "Sales" and "Materials, labor, and other operating expenses (excluding depreciation)" and "Selling and distribution expenses" for certain byproduct sales and restocking fees previously netted against these costs. The impact of the reclassifications to revenues and expenses for the three and six months ended June 30, 2018 was an increase of $7.0 million and $14.0 million, respectively, as a result of applying Topic 606. We do not expect an impact to our net income on an ongoing basis as a result of the adoption of the new standard. The new revenue standard also provides new guidance that resulted in a reclassification between trade receivables and accrued liabilities.

The effect of the changes made to our consolidated balance sheet as of January 1, 2018, for the adoption of the new revenue standard was as follows:

	Balance at December 31, 2017		Adjustments Due to ASC 606		Balance at January 1, 2018
	(thousands)
ASSETS
Receivables, trade	$	246,452	$	1,500	$	247,952
LIABILITIES
Accrued liabilities, other	55,786		1,500		57,286

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In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated statement of operations and balance sheet was as follows:

	Three months ended June 30, 2018
	As Reported		Balances Without Adoption of  ASC 606		Effect of Change Higher/(Lower)
	(thousands)
STATEMENT OF OPERATIONS
Sales	$	1,408,132	$	1,401,152	$	6,980
Materials, labor, and other operating expenses (excluding depreciation)	1,193,918		1,187,376		6,542
Selling and distribution expenses	96,841		96,403		438
	Six months ended June 30, 2018
	As Reported		Balances Without Adoption of  ASC 606		Effect of Change Higher/(Lower)
	(thousands)
STATEMENT OF OPERATIONS
Sales	$	2,590,973	$	2,576,990	$	13,983
Materials, labor, and other operating expenses (excluding depreciation)	2,203,696		2,190,509		13,187
Selling and distribution expenses	180,197		179,401		796
	June 30, 2018
	As Reported		Balances Without Adoption of  ASC 606		Effect of Change Higher/(Lower)
	(thousands)
BALANCE SHEET
Assets
Receivables, trade	$	360,765	$	359,065	$	1,700
Liabilities
Accrued liabilities, other	80,306		78,606		1,700

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For revenue disaggregated by major product line for each reportable segment, see Note 12, Segment Information.

Wood Products Segment

Our Wood Products segment manufactures EWP, consisting of laminated veneer lumber (LVL), I-joists, and laminated beams, which are structural products used in applications where extra strength and consistent quality are required, such as headers and beams. LVL is also used in the manufacture of I-joists, which are assembled by combining a vertical web of oriented strand board (OSB) with top and bottom LVL or solid wood flanges. In addition, we manufacture structural, appearance, and industrial plywood panels. We also produce ponderosa pine lumber, and particleboard. Our wood products are used primarily in new residential construction, residential repair-and-remodeling markets, and light commercial construction. The majority of our wood products are sold to leading wholesalers (including our Building Materials Distribution segment), home improvement centers, retail lumberyards, and industrial converters.

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For engineered wood products (EWP), plywood and veneer, lumber, byproducts, particleboard, and other products, we transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer. Control transfers when product is shipped because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. The amount of consideration we receive and revenue we recognize varies with changes in rebates and cash discounts we offer to our customers. See discussion of rebates and cash discounts below.

Building Materials Distribution Segment

Our Building Materials Distribution segment is a leading national stocking wholesale distributor of building materials. We distribute a broad line of building materials, including EWP; commodity products such as OSB, plywood, and lumber; and general line items such as siding, metal products, insulation, roofing, and composite decking. Except for EWP, we purchase most of these building materials from third-party suppliers and market them primarily to retail lumberyards, home improvement centers, and specialty distributors that then sell the products to the final end customers, who are typically professional builders, independent contractors, and homeowners engaged in residential construction projects. Substantially all of Building Materials Distribution's EWP is sourced from our Wood Products segment.

We sell products using two primary distribution methods: warehouse sales and direct sales. Warehouse sales are distributed from our warehouses to our customers. Direct sales are shipped from the manufacturer to the customer without our taking physical inventory possession. We report direct sales on a gross basis, that is, the amounts billed to our customers are recorded as "Sales," and inventory purchased from manufacturers are recorded as "Materials, labor, and other operating expenses (excluding depreciation)." We are the principal of direct sales because we control the inventory before it is transferred to our customers. Our control is evidenced by us being primarily responsible for fulfilling the promise to our customers, taking on inventory risk of returned product, and having discretion in establishing pricing.

For warehouse sales, we transfer control and recognize a sale when the customer takes physical possession of the product. Control transfers when the customer takes physical possession of the product because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. For direct sales, we transfer control and recognize a sale when the product is shipped from the manufacturer to the customer. Control transfers when product is shipped because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. The amount of consideration we receive and revenue we recognize varies with changes in customer rebates and cash discounts we offer to our customers. See discussion of rebates and cash discounts below.

Rebates and Cash Discounts

Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment. We provide the rebates to increase the sell-through of our products. Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At June 30, 2018, and December 31, 2017, we had $63.2 million and $45.5 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We estimate the expected cash discounts based on an analysis of historical experience and record cash discounts as a decrease in "Sales." We adjust our estimate of revenue at the earlier of when the probability of rebates paid and cash discounts provided changes or when the amounts become fixed. We believe that there will not be significant changes to our estimates of variable consideration.

Shipping and Handling

Fees for shipping and handling charged to customers for sales transactions are included in "Sales." When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as an expense. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)." In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers. For our Building Materials Distribution segment, costs related to shipping and handling of $40.8 million and $34.3 million, for the three months ended June 30, 2018, and 2017 respectively, and $74.3 million and $63.6 million for the six months ended June 30, 2018 and 2017, respectively, are included in "Selling and distribution expenses". In our Building Materials Distribution segment, our activities relate to the purchase and resale of finished product, and excluding shipping and handling costs from “Materials, labor, and other operating expenses (excluding depreciation)” provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions.

Other

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Our payment terms vary by the type of customer and the products offered. The term between invoicing and when payment is due is not significant.

Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

We expense sales commissions when incurred as they are earned when the product is shipped. These costs are recorded within "Selling and distribution expenses."

4. Income Taxes

For the three and six months ended June 30, 2018, we recorded $13.8 million and $23.6 million, respectively, of income tax expense and had an effective rate of 24.9% and 23.0%, respectively. For the three months ended June 30, 2018, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes. For the six months ended June 30, 2018, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes, offset partially by excess tax benefits of vested share-based payment awards. During the three and six months ended June 30, 2017, we recorded $13.1 million and $18.2 million, respectively, of income tax expense and had an effective rate of 37.2% and 36.1%, respectively. The primary reason for the difference between the federal statutory income tax rate of 35% and the effective tax rate was the effect of state taxes.

During the six months ended June 30, 2018 and 2017, cash paid for taxes, net of refunds received, were $6.5 million and $2.5 million, respectively.

Tax Reform

On December 22, 2017, the Tax Act was enacted by the U.S. government. The legislation makes broad and complex changes to the U.S. tax code affecting the taxation of businesses in all industries. The most significant impact to our financial statements is the reduction of the corporate federal income tax rate from 35% to 21%. Other relevant provisions which may impact our financial statements include, but are not limited to, the elimination of the production activities deduction, limitations on the deductibility of certain executive compensation, bonus depreciation to allow immediate expensing of qualified property, and limitations on deductible interest expense.

As of June 30, 2018, we have not completed our assessment of the effects of the Tax Act on our financial statements. We have, however, made reasonable estimates of the effects on our existing deferred tax balances. In connection with our initial analysis of the Tax Act, we have recorded a provisional discrete tax benefit of $8.1 million during the year ended December 31, 2017. We continue to evaluate the effects of the Tax Act on our financial statements, particularly relating to the deferred balances subject to the rate reduction, the state tax impact from decisions related to federal conformity, and the cost recovery provisions of the new bonus depreciation rules. In addition, the Company continues to monitor potential legislative action and regulatory interpretations of the Tax Act. We will refine our adjustments through the permissible measurement period, which is not to extend beyond one year from enactment.

5. Net Income Per Common Share

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Weighted average common shares outstanding for the basic net income per common share calculation includes certain vested restricted stock units (RSUs) and performance stock units (PSUs) as there are no conditions under which those shares will not be issued. Diluted net income per common share is computed by dividing net income by the combination of other potentially dilutive weighted average common shares and the weighted average number of common shares outstanding during the period. Other potentially dilutive weighted average common shares include the dilutive effect of stock options, RSUs, and PSUs for each period using the treasury stock method. Under the treasury stock method, the exercise price of a share and the amount of compensation expense, if any, for future service that has not yet been recognized are assumed to be used to repurchase shares in the current period.

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The following table sets forth the computation of basic and diluted net income per common share:

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
	(thousands, except per-share data)
Net income	$	41,825	$	22,154	$	78,875	$	32,174
Weighted average common shares outstanding during the period (for basic calculation)	38,981		38,643		38,880		38,572
Dilutive effect of other potential common shares	422		359		504		359
Weighted average common shares and potential common shares (for diluted calculation)	39,403		39,002		39,384		38,931
Net income per common share - Basic	$	1.07	$	0.57	$	2.03	$	0.83
Net income per common share - Diluted	$	1.06	$	0.57	$	2.00	$	0.83

The computation of the dilutive effect of other potential common shares excludes stock awards representing no shares of common stock in both the three months ended June 30, 2018 and 2017, and 0.1 million shares of common stock in both the six months ended June 30, 2018 and 2017. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

6. Acquisitions

During second quarter 2018, our wholly owned subsidiary, Boise Cascade Building Materials Distribution, L.L.C., completed the acquisition of wholesale building material distribution locations in Nashville, Tennessee, and Medford, Oregon (collectively, the "Acquisitions"). The purchase price of the Acquisitions was $17.6 million, subject to post-closing adjustments based upon working capital targets. 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.

Goodwill represents the excess of the purchase price and related costs over the fair value of the net tangible and intangible assets of businesses acquired. The goodwill and customer relationships recognized from the Acquisitions are not deductible for U.S. income tax purposes. The useful life for customer relationships is 10 years. All of the goodwill and intangible assets were assigned to the Building Materials Distribution segment.

The purchase price allocations of the Acquisitions are preliminary and subject to post-closing working capital adjustments. The following table summarizes the allocations of the purchase price to the assets acquired and liabilities assumed, based on our estimates of the fair value at the acquisition dates:

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	Acquisition Date Fair Value
	(thousands)
Accounts receivable	$	4,021
Inventories	7,310
Property and equipment	1,417
Intangible assets:
Customer relationships	2,700
Goodwill	5,021
Assets acquired	20,469
Accounts payable and accrued liabilities	1,895
Deferred income taxes	997
Liabilities assumed	2,892
Net assets acquired	$	17,577

7. Debt

Long-term debt consisted of the following:

	June 30, 2018			December 31, 2017
	(thousands)
Asset-based revolving credit facility	$	—		$	—
Asset-based credit facility term loan due 2022	50,000			50,000
Term loan due 2026	45,000			45,000
5.625% senior notes due 2024	350,000			350,000
Deferred financing costs	(6,130		)	(6,688		)
Long-term debt	$	438,870		$	438,312

Asset-Based Credit Facility

On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into an Amended and Restated Credit Agreement, as amended, (Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders. The Amended Agreement includes a $370 million senior secured asset-based revolving credit facility (Revolving Credit Facility) and a $50.0 million term loan (ABL Term Loan) maturing on May 1, 2022. Interest on borrowings under our Revolving Credit Facility and ABL Term Loan are payable monthly. Borrowings under the Amended Agreement are constrained by a borrowing base formula dependent upon levels of eligible receivables and inventory reduced by outstanding borrowings and letters of credit (Availability).

The Amended Agreement is secured by a first-priority security interest in substantially all of our assets, except for property and equipment. The proceeds of borrowings under the agreement are available for working capital and other general corporate purposes.

The Amended Agreement contains customary nonfinancial covenants, including a negative pledge covenant and restrictions on new indebtedness, investments, distributions to equity holders, asset sales, and affiliate transactions, the scope of which are dependent on the Availability existing from time to time. The Amended Agreement also contains a requirement that we meet a 1:1 fixed-charge coverage ratio (FCCR), applicable only if Availability falls below 10% of the aggregate revolving lending commitments (or $37 million). Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at June 30, 2018, was $365.4 million.

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The Amended Agreement permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Amended Agreement, and (ii) pro forma Excess Availability (as defined in the Amended Agreement) is equal to or exceeds 25% of the aggregate Revolver Commitments (as defined in the Amended Agreement) or (iii) (x) pro forma Excess Availability is equal to or exceeds 15% of the aggregate Revolver Commitment and (y) our fixed-charge coverage ratio is greater than or equal to 1:1 on a pro forma basis.

Revolving Credit Facility

Interest rates under the Revolving Credit Facility are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.25% to 1.75% for loans based on LIBOR and from 0.25% to 0.75% for loans based on the base rate. The spread is determined on the basis of a pricing grid that results in a higher spread as average quarterly Availability declines. Letters of credit are subject to a fronting fee payable to the issuing bank and a fee payable to the lenders equal to the LIBOR margin rate. In addition, we are required to pay an unused commitment fee at a rate of 0.25% per annum of the average unused portion of the lending commitments.

At both June 30, 2018, and December 31, 2017, we had no borrowings outstanding under the Revolving Credit Facility and $4.6 million and $5.9 million, respectively, of letters of credit outstanding. These letters of credit and borrowings, if any, reduce Availability under the Revolving Credit Facility by an equivalent amount. During the six months ended June 30, 2018, the minimum and maximum borrowings under the Revolving Credit Facility were zero and $3.7 million, respectively, and the average interest rate on borrowings was approximately 3.12%.

ABL Term Loan

The ABL Term Loan was provided by institutions within the Farm Credit system. Borrowings under the ABL Term Loan may be repaid from time to time at the discretion of the borrowers without premium or penalty. However, any principal amount of ABL Term Loan repaid may not be subsequently re-borrowed.

Interest rates under the ABL Term Loan are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.75% to 2.25% for LIBOR rate loans and from 0.75% to 1.25% for base rate loans, both dependent on the amount of Average Excess Availability (as defined in the Amended Agreement). During the six months ended June 30, 2018, the average interest rate on the ABL Term Loan was approximately 3.51%.

We have received and expect to continue receiving patronage credits under the ABL Term Loan. Patronage credits are distributions of profits from banks in the Farm Credit system, which are cooperatives that are required to distribute profits to their members. Patronage distributions, which are generally made in cash, are received in the year after they are earned. Patronage credits are recorded as a reduction to interest expense in the year earned. After giving effect to expected patronage distributions, the effective average net interest rate on the ABL Term Loan was approximately 2.8% during the six months ended June 30, 2018.

Term Loan

On March 30, 2016 (Closing Date), Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and the guarantors party thereto, entered into a term loan agreement, as amended, (Term Loan Agreement) with American AgCredit, PCA, as administrative agent and sole lead arranger, and other banks in the Farm Credit system named therein as lenders. The Term Loan Agreement was for a $75.0 million secured term loan (Term Loan). The outstanding principal balance of the Term Loan amortizes and is payable in equal installments of $10 million per year on each of the sixth, seventh, eighth, and ninth anniversaries of the Closing Date, with the remaining principal balance due and payable on March 30, 2026. In December 2016, we prepaid $30 million of the Term Loan, which became available to reborrow as discussed below. This prepayment satisfied our principal obligations due on the sixth, seventh, and eighth anniversaries of the Closing Date. Interest on our Term Loan is payable monthly.

The Term Loan Agreement allows us to prepay the Term Loan and subsequently reborrow amounts prepaid on or before December 31, 2018. The option to reborrow applicable prepaid principal amounts expires on December 31, 2019. Reborrowings may be made in up to three instances in minimum amounts of $10 million each. In addition, amounts prepaid and eligible for reborrowing are subject to an unused line fee of 0.325% per annum times the average daily amount of the unused commitments.

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Pursuant to the Term Loan Agreement, the borrowers are required to maintain, as of the end of any fiscal quarter, a Capitalization Ratio lower than 60%, a Consolidated Net Worth greater than $350 million, and Available Liquidity greater than $100 million (each as defined in the Term Loan Agreement). In addition, under the Term Loan Agreement, and subject to certain exceptions, the borrowers may not, among other things, (i) incur indebtedness, (ii) incur liens, (iii) make junior payments, (iv) make certain investments, and (v) under certain circumstances, make capital expenditures in excess of $50 million during four consecutive quarters. The Term Loan Agreement also includes customary representations of the borrowers and provides for certain events of default customary for similar facilities.

The Term Loan Agreement permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Term Loan Agreement, and (ii) our interest coverage ratio is greater than or equal to 3:1 at such time or (iii) our fixed-charge coverage ratio is greater than or equal to 1:1.

Interest rates under the Term Loan Agreement are based, at our election, on either the LIBOR or a base rate, as defined in the Term Loan Agreement, plus a spread over the index. The applicable spread for the Term Loan ranges from 1.875% to 2.125% for LIBOR rate loans, and 0.875% to 1.125% for base rate loans, both dependent on our Interest Coverage Ratio (as defined in the Term Loan Agreement). During the six months ended June 30, 2018, the average interest rate on the Term Loan was approximately 3.64%. We have received and expect to continue receiving patronage credits under the Term Loan. After giving effect to expected patronage distributions, the effective average net interest rate on the Term Loan was approximately 2.9%.

The Term Loan is secured by a first priority mortgage on our Thorsby, Alabama, and Roxboro, North Carolina, EWP facilities and a first priority security interest on the equipment and certain tangible personal property located therein.

2024 Notes

On August 29, 2016, Boise Cascade issued $350 million of 5.625% senior notes due September 1, 2024 (2024 Notes), through a private placement that was exempt from the registration requirements of the Securities Act. Interest on our 2024 Notes is payable semiannually in arrears on March 1 and September 1. The 2024 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Amended Agreement.

The 2024 Notes are senior unsecured obligations and rank equally with all of the existing and future senior indebtedness of Boise Cascade Company and of the guarantors, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Amended Agreement to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the 2024 Notes.

The terms of the indenture governing the 2024 Notes, among other things, limit the ability of Boise Cascade and our restricted subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of their assets; enter into transactions with affiliates; and sell or transfer certain assets. The indenture governing the 2024 Notes, permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the indenture, and (ii) our consolidated leverage ratio is no greater than 3.5:1, or (iii) the dividend, together with other dividends since the issue date, would not exceed our "builder" basket under the indenture. In addition, the indenture includes certain specific baskets for the payment of dividends.

The indenture governing the 2024 Notes provides for customary events of default and remedies.

Interest Rate Swaps

For information on interest rate swaps, see Interest Rate Risk and Interest Rate Swaps of Note 2, Summary of Significant Accounting Policies.

Cash Paid for Interest

For the six months ended June 30, 2018 and 2017, cash payments for interest were $11.6 million and $11.9 million, respectively.

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8.    Retirement and Benefit Plans

Our plans consist of noncontributory defined benefit pension plans, contributory defined contribution savings plans, a deferred compensation plan, and a multiemployer health and welfare plan. On April 25, 2018, Boise Cascade transferred $151.8 million of its qualified defined benefit pension plan (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 transfer of pension plan assets, we remeasured the Pension Plan on April 25, 2018, and recorded settlement expense of $12.0 million in second quarter 2018, as well as an actuarial gain of $13.3 million. The actuarial gain was the result of an increase in discount rate from 3.40% at December 31, 2017, to 4.05% at April 25, 2018, offset partially by lower than expected returns on plan assets through April 25, 2018, and a loss from the annuitization. As a result of the transfer of pension plan assets, we have rebalanced our plan assets to modestly increase our equity securities and decrease our fixed income securities given a longer liability duration profile of the Pension Plan subsequent to the transfer. At the same time, we also updated our long-term asset return expectations for each asset class held by the pension plan. As a result of the asset allocation shift and updated view of asset return expectations, the weighted average expected return on plan assets we will use for the remainder of 2018 in our calculation of net periodic benefit cost is 4.50%, down from 4.75% used for 2018 prior to the April 25, 2018, remeasurement.

The following table presents the pension benefit costs:

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
	(thousands)
Service cost	$	198		$	301		$	403		$	602
Interest cost	3,312			4,382			7,323			8,758
Expected return on plan assets	(3,292		)	(4,742		)	(7,880		)	(9,482		)
Amortization of actuarial loss	356			410			1,177			805
Plan settlement loss	12,003			—			12,003			—
Net periodic benefit expense	$	12,577		$	351		$	13,026		$	683

Service cost is recorded in the same income statement line items as other employee compensation costs arising from services rendered, and the other components of net periodic benefit expense are recorded in "Pension expense (excluding service costs) in our Consolidated Statements of Operations.

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 $20.0 million in third quarter 2018, for which we will receive a tax deduction at the 2017 federal income tax rate.

During the six months ended June 30, 2018, we contributed $1.0 million in cash to the pension plans. For the remainder of 2018, we expect to make approximately $21.0 million in cash contributions to the pension plans, of which $20.0 million is discretionary, as noted above.

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9. Stock-Based Compensation

In February 2018 and 2017, we granted two types of stock-based awards under our incentive plan: performance stock units (PSUs) and restricted stock units (RSUs).

PSU and RSU Awards

During the six months ended June 30, 2018, we granted 78,976 PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the number of shares actually awarded will range from 0% and 200% of the target amount, depending upon Boise Cascade's 2018 return on invested capital (ROIC), determined in accordance with the related grant agreement. For the other employees, the number of shares actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade’s 2018 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, determined in accordance with the related grant agreement. Because the ROIC and EBITDA components contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.

During the six months ended June 30, 2017, we granted 178,021 PSUs to our officers and other employees, subject to performance and service conditions. During the 2017 performance period, officers and other employees earned 135% and 145%, respectively, of the target based on Boise Cascade’s 2017 ROIC and EBITDA, determined by our Compensation Committee in accordance with the related grant agreement.

During the six months ended June 30, 2018 and 2017, we granted an aggregate of 99,087 and 209,697 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

The PSUs granted to officers in 2018, if earned, generally vest over a three year period from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date. All PSU grants are subject to final determination of meeting the performance condition by the Compensation Committee of our board of directors. The RSUs granted to officers and other employees vest in three equal tranches each year after the grant date. The RSUs granted to nonemployee directors vest over a one-year period.

We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date. During the six months ended June 30, 2018 and 2017, the total fair value of PSUs and RSUs vested was $15.2 million and $8.4 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the six months ended June 30, 2018:

	PSUs				RSUs
	Number of shares		Weighted Average Grant-Date Fair Value		Number of shares		Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2017	487,160		$	20.76	403,252		$	23.06
Granted	78,976		43.05		99,087		43.08
Performance condition adjustment (a)	67,835		27.05		—		—
Vested	(181,638	)	20.20		(198,928	)	23.48
Forfeited	(10,784	)	27.09		(9,203	)	27.08
Outstanding, June 30, 2018	441,549		$	25.79	294,208		$	29.39

_______________________________ 

(a) Performance condition adjustment represents additional PSU's granted, as other employees earned 145% of the target based on Boise Cascade's 2017 EBITDA and officers earned 135% of the target based on Boise Cascade’s 2017 ROIC.

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Compensation Expense

We record compensation expense over the awards' vesting period and account for share-based award forfeitures as they occur, rather than making estimates of future forfeitures. Any shares not vested are forfeited. We recognize stock awards with only service conditions on a straight-line basis over the requisite service period. Most of our share-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations. Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
	(thousands)
PSUs	$	1,231	$	1,094	$	2,318	$	2,015
RSUs	1,214		1,347		2,413		2,428
Total	$	2,445	$	2,441	$	4,731	$	4,443

The related tax benefit for the six months ended June 30, 2018 and 2017, was $1.2 million and $1.7 million, respectively. As of June 30, 2018, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $14.5 million. This expense is expected to be recognized over a weighted-average period of 1.9 years.

10.    Stockholders' Equity

Dividends

On November 14, 2017, we announced that our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock. During each of the first and second quarters of 2018, we declared and paid a dividend of $0.07 per share of our common stock, resulting in $5.5 million of dividends paid to shareholders during the six months ended June 30, 2018. We did not declare or pay any cash dividends on our common stock during the six months ended June 30, 2017. 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. For a description of the restrictions in our asset-based credit facility, Term Loan, and the indenture governing our senior notes on our ability to pay dividends, see Note 7, Debt.

Accumulated Other Comprehensive Loss

The following table details the changes in accumulated other comprehensive loss for the three and six months ended June 30, 2018 and 2017:

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
	(thousands)
Beginning balance, net of taxes	$	(76,089	)	$	(82,769	)	$	(76,702	)	$	(83,012	)
Net actuarial gain, before taxes	13,340			—			13,340			—
Amortization of actuarial loss, before taxes (a)	356			410			1,177			805
Effect of settlements, before taxes (a)	12,003			—			12,003			—
Income taxes	(6,517		)	(158		)	(6,725		)	(310		)
Ending balance, net of taxes	$	(56,907	)	$	(82,517	)	$	(56,907	)	$	(82,517	)

___________________________________ 

(a) Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost. For additional information, see Note 8, Retirement and Benefit Plans.

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11. Transactions With Related Party

Louisiana Timber Procurement Company, L.L.C. (LTP) is an unconsolidated variable-interest entity that is 50% owned by us and 50% owned by Packaging Corporation of America (PCA). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of us and PCA in Louisiana. We are not the primary beneficiary of LTP as we do not have power to direct the activities that most significantly affect the economic performance of LTP. Accordingly, we do not consolidate LTP's results in our financial statements.

Sales

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $4.6 million during both the three months ended June 30, 2018 and 2017, and $8.9 million and $9.6 million, respectively, during the six months ended June 30, 2018 and 2017. These sales are recorded in "Sales" in our Consolidated Statements of Operations.

Costs and Expenses

Related-party wood fiber purchases from LTP were $22.6 million and $20.6 million, respectively, during the three months ended June 30, 2018 and 2017, and $43.0 million and $42.4 million, respectively, during the six months ended June 30, 2018 and 2017. These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.

12. Segment Information

We operate our business using two reportable segments: Wood Products and Building Materials Distribution. Corporate and Other results are presented as reconciling items to arrive at total net sales and operating income. There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 14, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 Form 10-K.

Wood Products and Building Materials Distribution segment sales to external customers, including related parties, by product line are as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
	(millions)
Wood Products
LVL (a)	$	9.8	$	9.3	$	23.2	$	25.3
I-joists (a)	7.9		7.6		17.8		18.7
Other engineered wood products (a)	5.8		5.4		12.3		10.4
Plywood and veneer	96.7		79.2		183.7		151.6
Lumber	25.0		22.5		49.9		43.5
Byproducts (b)	22.8		13.4		44.9		27.3
Particleboard	11.8		11.7		22.6		22.5
Other	14.7		9.1		30.2		17.7
	194.3		158.2		384.8		317.0
Building Materials Distribution
Commodity	602.7		453.8		1,093.2		832.8
General line	392.9		341.6		708.1		617.4
Engineered wood products	218.2		185.3		404.8		346.2
	1,213.8		980.7		2,206.1		1,796.4
	$	1,408.1	$	1,138.9	$	2,591.0	$	2,113.4

 ___________________________________ 

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(a) Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our Building Materials Distribution segment, as well as the cost of EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, retail lumberyards, and professional builders). For six months ended June 30, 2018, approximately 73% of Wood Products' EWP sales volumes were to our Building Materials Distribution segment.

(b) As discussed in Note 3, Revenues, prior period amounts have not been adjusted under the modified retrospective method upon adoption of ASC Topic 606, Revenue from Contracts with Customers.

An analysis of our operations by segment is as follows: 

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
	(thousands)
Net sales by segment
Wood Products	$	425,483		$	350,277		$	823,474		$	675,934
Building Materials Distribution	1,213,783			980,706			2,206,164			1,796,389
Intersegment eliminations and other (a)	(231,134		)	(192,044		)	(438,665		)	(358,941		)
Total net sales	$	1,408,132		$	1,138,939		$	2,590,973		$	2,113,382
Segment operating income
Wood Products	$	36,482		$	15,395		$	62,603		$	22,783
Building Materials Distribution	47,713			34,509			80,101			54,474
Total segment operating income	84,195			49,904			142,704			77,257
Unallocated corporate and other	(10,139		)	(7,405		)	(16,844		)	(13,633		)
Income from operations	$	74,056		$	42,499		$	125,860		$	63,624

___________________________________ 

(a) Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment.

13.    Commitments, Legal Proceedings and Contingencies, and Guarantees

Commitments

We are a party to a number of long-term log supply agreements that are discussed in Note 15, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 Form 10-K. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business. As of June 30, 2018, there have been no material changes to the above commitments disclosed in the 2017 Form 10-K.

Legal Proceedings and Contingencies

We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, and employment-related claims, among others. As of the date of this filing, we believe it is not reasonably possible that any of the legal actions against us will, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

Guarantees

We provide guarantees, indemnifications, and assurances to others. Note 15, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of June 30, 2018, there have been no material changes to the guarantees disclosed in the 2017 Form 10-K.  

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Understanding Our Financial Information

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes in "Item 1. Financial Statements" of this Form 10-Q, as well as our 2017 Form 10-K. The following discussion includes statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other nonhistorical statements in the discussion, are forward-looking. These forward-looking statements include, without limitation, any statement that may predict, indicate, or imply future results, performance, or achievements and may contain the words "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Item 1A. Risk Factors" in our 2017 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (SEC). We do not assume an obligation to update any forward-looking statement. Our future actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-Q.

Background

Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. Boise Cascade is a large, vertically-integrated wood products manufacturer and building materials distributor. We have two reportable segments: (i) Wood Products, which manufactures engineered wood products (EWP), plywood, ponderosa pine lumber, and particleboard; and (ii) Building Materials Distribution (BMD), which is a wholesale distributor of building materials. For more information, see Note 12, Segment Information, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Executive Overview

We recorded income from operations of $74.1 million during the three months ended June 30, 2018, compared with income from operations of $42.5 million during the three months ended June 30, 2017. In our Wood Products segment, income increased $21.1 million to $36.5 million for the three months ended June 30, 2018, from $15.4 million for the three months ended June 30, 2017. The increase in segment income was due primarily to higher sales prices of plywood and EWP, offset partially by higher log costs, as well as OSB costs. In our Building Materials Distribution segment, income increased $13.2 million to $47.7 million for the three months ended June 30, 2018, from $34.5 million for the three months ended June 30, 2017, driven primarily by a gross margin increase of $27.8 million generated from a sales increase of 24%, offset partially by increased selling and distribution expenses of $12.7 million. These changes are discussed further in "Our Operating Results" below.

In second quarter 2018, BMD completed the acquisition of wholesale building material distribution locations in Nashville, Tennessee, and Medford, Oregon (collectively, the "Acquisitions"). The purchase price of the Acquisitions was $17.6 million, subject to post-closing adjustments based upon working capital targets. 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.

We ended second quarter 2018 with $210.0 million of cash and cash equivalents and $438.9 million of debt. At June 30, 2018, we had $395.4 million of unused committed bank line availability. We generated $32.9 million of cash during the six months ended June 30, 2018, as cash provided by operations was offset partially by funding the Acquisitions, capital spending, dividends on our common stock, and tax withholding payments on stock-based awards. A further description of our cash sources and uses for the six month comparative periods are discussed further in "Liquidity and Capital Resources" below.

Demand for the products we manufacture, as well as the products we purchase and distribute, is closely correlated with new residential construction in the U.S., which has historically been cyclical. To a lesser extent, demand for our products correlates with residential repair-and-remodeling activity and light commercial construction. As of July 2018, the Blue Chip Economic Indicators consensus forecast for 2018 and 2019 single- and multi-family housing starts in the U.S. were 1.32

23

million and 1.35 million units, respectively, compared with actual housing starts of 1.20 million in 2017, as reported by the U.S. Census Bureau. Single-family housing starts have represented approximately two thirds of total housing starts in recent years and are the primary driver of our sales.

Although we expect only modest residential construction growth due to constraints faced by builders, such as availability of labor and building lots, we believe U.S. demographics are supportive of further recovery in housing starts. The pace of household formation rates and residential repair-and-remodeling activity will be affected by continued employment growth, wage growth, prospective home buyers' access to financing, improved consumer confidence, as well as other factors. Improved household formation rates in turn will help stimulate new construction.

Future commodity product pricing and commodity input costscould 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.

Factors That Affect Our Operating Results and Trends

Our results of operations and financial performance are influenced by a variety of factors, including the following:

• the commodity nature of our products and their price movements, which are driven largely by industry capacity and operating rates, industry cycles that affect supply and demand, and net import and export activity;

• general economic conditions, including but not limited to housing starts, repair-and-remodeling activity, light commercial construction, inventory levels of new and existing homes for sale, foreclosure rates, interest rates, unemployment rates, household formation rates, and mortgage availability and pricing, as well as other consumer financing mechanisms, that ultimately affect demand for our products;

• the highly competitive nature of our industry;

• material disruptions and/or major equipment failure at our manufacturing facilities;

• our ability to successfully and efficiently complete and integrate acquisitions;

• impairment of our long-lived assets, goodwill, and/or intangible assets;

• labor disruptions, shortages of skilled and technical labor, or increased labor costs;

• the need to successfully formulate and implement succession plans for key members of our management team;

• cost and availability of raw materials, including wood fiber and glues and resins;

• concentration of our sales among a relatively small group of customers, as well as the financial condition and creditworthiness of our customers;

• product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers;

• disruptions to information systems used to process and store customer, employee, and vendor information, as well as the technology that manages our operations and other business processes;

• substantial ongoing capital investment costs, including those associated with recent acquisitions, and the difficulty in offsetting fixed costs related to those investments;

• cost of compliance with government regulations, in particular environmental regulations;

• the impact of actuarial assumptions, investment return on pension assets, and regulatory activity on pension costs and pension funding requirements;

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• the cost and availability of third-party transportation services used to deliver the goods we manufacture and distribute, as well as our raw materials;

• exposure to product liability, product warranty, casualty, construction defect, and other claims;

• declines in demand for our products due to competing technologies or materials, as well as changes in building code provisions;

• our indebtedness, including the possibility that we may not generate sufficient cash flows from operations or that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs;

• restrictive covenants contained in our debt agreements; and

• fluctuations in the market for our equity; and

• the other factors described in "Item 1A. Risk Factors" in our 2017 Form 10-K.

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Our Operating Results

The following tables set forth our operating results in dollars and as a percentage of sales for the three and six months ended June 30, 2018 and 2017:

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
	(millions)
Sales	$	1,408.1		$	1,138.9		$	2,591.0		$	2,113.4
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,193.9			980.2			2,203.7			1,827.0
Depreciation and amortization	24.3			19.6			46.4			38.9
Selling and distribution expenses	96.8			82.3			180.2			156.0
General and administrative expenses	20.0			15.6			35.9			29.1
Other (income) expense, net	(1.0		)	(1.2		)	(1.1		)	(1.3		)
	1,334.1			1,096.4			2,465.1			2,049.8
Income from operations	$	74.1		$	42.5		$	125.9		$	63.6
	(percentage of sales)
Sales	100.0		%	100.0		%	100.0		%	100.0		%
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	84.8		%	86.1		%	85.1		%	86.4		%
Depreciation and amortization	1.7			1.7			1.8			1.8
Selling and distribution expenses	6.9			7.2			7.0			7.4
General and administrative expenses	1.4			1.4			1.4			1.4
Other (income) expense, net	(0.1		)	(0.1		)	—			(0.1		)
	94.7		%	96.3		%	95.1		%	97.0		%
Income from operations	5.3		%	3.7		%	4.9		%	3.0		%

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Sales Volumes and Prices

Set forth below are historical U.S. housing starts data, segment sales volumes and average net selling prices for the principal products sold by our Wood Products segment, and sales mix and gross margin information for our Building Materials Distribution segment for the three and six months ended June 30, 2018 and 2017.

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
	(thousands)
U.S. Housing Starts (a)
Single-family	257.9			237.6			452.7			419.0
Multi-family	94.9			89.8			188.6			175.7
	352.8			327.4			641.3			594.7
	(thousands)
Segment Sales
Wood Products	$	425,483		$	350,277		823,474			675,934
Building Materials Distribution	1,213,783			980,706			2,206,164			1,796,389
Intersegment eliminations	(231,134		)	(192,044		)	(438,665		)	(358,941		)
Total sales	$	1,408,132		$	1,138,939		$	2,590,973		$	2,113,382
	(millions)
Wood Products
Sales Volumes
Laminated veneer lumber (LVL) (cubic feet)	4.8			4.7			9.6			9.2
I-joists (equivalent lineal feet)	68			65			131			126
Plywood (sq. ft.) (3/8" basis)	369			369			729			705
Lumber (board feet)	46			43			93			85
	(dollars per unit)
Wood Products
Average Net Selling Prices
Laminated veneer lumber (LVL) (cubic foot)	$	18.25		$	16.65		$	17.77		$	16.64
I-joists (1,000 equivalent lineal feet)	1,220			1,091			1,200			1,103
Plywood (1,000 sq. ft.) (3/8" basis)	379			301			368			292
Lumber (1,000 board feet)	570			546			563			525
	(percentage of Building Materials Distribution sales)
Building Materials Distribution
Product Line Sales
Commodity	49.6		%	46.3		%	49.6		%	46.4		%
General line	32.4		%	34.8		%	32.1		%	34.3		%
Engineered wood	18.0		%	18.9		%	18.3		%	19.3		%
Gross margin percentage (b)	12.0		%	12.1		%	12.0		%	11.8		%

_______________________________________ 

(a) Actual U.S. housing starts data reported by the U.S. Census Bureau.

(b) We 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.

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Sales

For the three months ended June 30, 2018, total sales increased $269.2 million, or 24%, to $1,408.1 million from $1,138.9 million during the three months ended June 30, 2017. For the six months ended June 30, 2018, total sales increased by $477.6 million, or 23%, to $2,591.0 million from $2,113.4 million for the same period in the prior year. As described below, the improvement in sales was driven by the changes in sales volumes and prices for the products we manufacture and distribute with single-family residential construction activity being the key demand driver of our sales. In second quarter 2018, total U.S. housing starts increased 8%, with single-family starts up 9% from the same period in 2017. On a year-to-date basis through June 2018, total and single-family housing starts each increased 8% from the same period in 2017. Average composite panel and average composite lumber prices for the three months ended June 30, 2018, were 33% and 31% higher, respectively, than in the same period in the prior year, as reflected by Random Lengths composite lumber and panel pricing. For the six months ended June 30, 2018, average composite panel and average composite lumber prices were up 32% and 29%, respectively, compared with the same period in the prior year. These improvements in composite commodity pricing resulted in improved sales in both of our segments, as noted below.

Wood Products.  Sales, including sales to our BMD segment, 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 of 26%, resulting in increased sales of $28.7 million. In addition, sales prices for I-joists and laminated veneer lumber (LVL) increased 12% and 10%, respectively, resulting in increased sales of $8.8 million and $7.7 million, respectively. Sales volumes for I-joists and LVL increased 5% and 3%, respectively, resulting in increased sales of $3.9 million and $2.5 million, respectively. Increases in lumber sales volumes and prices of 7% and 4%, respectively, contributed $1.7 million and $1.1 million, respectively, to the improved sales. Sales volumes for plywood were relatively flat compared with the same period in the prior year. The increase in sales also includes the impact of adoption of the new revenue standard which resulted in increased "Sales" and "Materials, labor, and other operating expense (excluding depreciation)" of $6.5 million related to certain byproduct sales previously netted against these costs. For information related to the new revenue standard, see Note 3, Revenues, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

For the six months ended June 30, 2018, sales, including sales to our BMD segment, increased $147.5 million to $823.5 million from $675.9 million for the same period in the prior year. The increase in sales was driven primarily by higher sales prices and volumes for plywood of 26% and 3%, respectively, resulting in increased sales of $55.1 million and $6.8 million, respectively. In addition, sales prices for I-joists and LVL increased 9% and 7%, respectively, resulting in increased sales of $12.7 million and $10.9 million, respectively. Sales volumes of LVL and I-joists increased 5% and 4%, respectively, resulting in increased sales of $7.0 million and $5.2 million, respectively. Increases in lumber sales volumes and prices of 10% and 7%, respectively, contributed $4.4 million and $3.5 million, respectively, to the increase in sales. The increase in sales also includes the impact of adoption of the new revenue standard which resulted in increased "Sales" and "Materials, labor, and other operating expense (excluding depreciation)" of $13.2 million related to certain byproduct sales previously netted against these costs.

Building Materials Distribution.  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%, or $148.9 million; general line product sales increased 15%, or $51.3 million; and sales of EWP (substantially all of which are sourced through our Wood Products segment) increased 18%, or $32.9 million.

During the six months ended June 30, 2018, sales increased $409.8 million, or 23%, to $2,206.2 million from $1,796.4 million for the same period in the prior year. Compared with the same period in the prior year, the overall increase in sales was driven by sales price and sales volume increases of 14% and 9%, respectively. By product line, commodity sales increased 31%, or $260.4 million; general line product sales increased 15%, or $90.8 million; and sales of EWP increased 17%, or $58.6 million.

Costs and Expenses

Materials, labor, and other operating expenses (excluding depreciation) increased $213.7 million, or 22%, to $1,193.9 million for the three months ended June 30, 2018, compared with $980.2 million during the same period in the prior year. In our Wood Products segment, the increase in materials, labor, and other operating expenses was primarily driven by higher sales volumes, as well as per-unit costs of logs and OSB (used in the manufacture of I-joists) of 14% and 13%, respectively, compared with second quarter 2017. The increase in per-unit log costs was primarily due to an increase in the price of logs in the western U.S. However, materials, labor, and other operating expenses as a percentage of sales (MLO rate) in our Wood

28

Products segment decreased by 470 basis points. The decrease in the MLO rate was primarily due to higher sales prices, resulting in improved leveraging of wood fiber and labor costs. In BMD, the increase in materials, labor, and other operating expenses was driven by higher purchased materials costs as a result of higher sales volumes, compared with second quarter 2017. Commodity products provide a lower gross margin percentage than that of EWP and general line products. Although BMD experienced gross margin improvement in all three product categories, commodity product sales grew at a faster pace than EWP and general line products, causing a 10 basis point increase in the BMD segment MLO rate.

For the six months ended June 30, 2018, materials, labor, and other operating expenses (excluding depreciation), increased $376.7 million, or 21%, to $2,203.7 million, compared with $1,827.0 million in the same period in the prior year. In our Wood Products segment, the increase in materials, labor, and other operating expenses was primarily driven by higher sales volumes of EWP and higher per-unit costs of logs and OSB of 13% and 15%, respectively, compared with the first half of 2017. The increase in per-unit log costs was primarily due to an increase in the price of logs in the western U.S. However, the MLO rate in our Wood Products segment decreased by 420 basis points, which was primarily due to higher sales prices, resulting in improved leveraging of wood fiber and labor costs. In BMD, the increase in materials, labor, and other operating expenses was driven by higher purchased materials costs as a result of higher sales volumes, compared with the first half of 2017. However, the BMD segment MLO rate improved 20 basis points compared with the first half of 2017 driven by improved margins on each of our primary product lines. This improvement in margins was offset partially by the fact that the lower margin commodity products represented a greater proportion of our total sales.

Depreciation and amortization expenses increased $4.7 million, or 24%, to $24.3 million for the three months ended June 30, 2018, compared with $19.6 million during the same period in the prior year. For the six months ended June 30, 2018, these expenses increased $7.5 million, or 19%, to $46.4 million, compared with $38.9 million in the same period in the prior year. The increase was due primarily to initiating depreciation on approximately $45 million of veneer and LVL related assets at our Roxboro, North Carolina EWP facility in fourth quarter 2017, as well as other capital expenditures.

Selling and distribution expenses increased $14.5 million, or 18%, to $96.8 million for the three months ended June 30, 2018, compared with $82.3 million during the same period in the prior year, due primarily to higher employee-related expenses and shipping and handling costs of $7.7 million and $4.0 million, respectively. During the six months ended June 30, 2018, selling and distribution expenses increased $24.2 million, or 16%, to $180.2 million, compared with $156.0 million during the same period in 2017, due primarily to higher employee-related expenses and shipping and handling costs of $13.6 million and $6.3 million, respectively. For both the three and six month periods, the cost increases were primarily a result of increased sales volumes and improved operating results in our BMD segment.

General and administrative expenses increased $4.4 million, or 28%, to $20.0 million for the three months ended June 30, 2018, compared with $15.6 million for the same period in the prior year, due primarily to higher employee-related expenses. For the six months ended June 30, 2018, general and administrative expenses increased $6.7 million, or 23%, to $35.9 million, compared with $29.1 million during the same period in 2017. The increases for both periods were primarily a result of higher employee-related expenses, particularly incentive compensation, due to improved operating results.

Income From Operations

Income from operations increased $31.6 million to $74.1 million for the three months ended June 30, 2018, compared with $42.5 million for the three months ended June 30, 2017. Income from operations increased $62.2 million to $125.9 million for the six months ended June 30, 2018, compared with $63.6 million for the six months ended June 30, 2017.

Wood Products.  Segment income increased $21.1 million to $36.5 million for the three months ended June 30, 2018, compared with $15.4 million for the three months ended June 30, 2017. The increase in segment income was due primarily to higher sales prices of plywood and EWP, offset partially by higher log costs, as well as OSB costs. In addition, depreciation and amortization expense, selling and distribution expenses, and general and administrative expenses increased $4.2 million, $1.8 million, and $1.5 million, respectively.

For the six months ended June 30, 2018, segment income increased $39.8 million to $62.6 million from $22.8 million for the six months ended June 30, 2017. The increase in segment income was due primarily to higher sales prices of plywood and EWP, offset partially by higher log costs, as well as OSB costs. In addition, depreciation and amortization expense, selling and distribution expenses, and general and administrative expenses increased $6.6 million, $2.2 million, and $2.3 million, respectively.

Building Materials Distribution.  Segment income increased $13.2 million to $47.7 million for the three months ended June 30, 2018, from $34.5 million for the three months ended June 30, 2017. The improvement in segment income was driven

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primarily by a gross margin increase of $27.8 million generated from a sales increase of 24%, offset partially by increased selling and distribution expenses of $12.7 million.

For the six months ended June 30, 2018, segment income increased $25.6 million to $80.1 million from $54.5 million for the six months ended June 30, 2017. The improvement in segment income was driven primarily by a gross margin increase of $51.0 million generated from a sales increase of 23%, offset partially by increased selling and distribution expenses of $22.1 million.

Corporate and Other.  Unallocated corporate expenses increased $2.7 million to $10.1 million for the three months ended June 30, 2018, from $7.4 million for the three months ended June 30, 2017. For the six months ended June 30, 2018, unallocated corporate expenses increased $3.2 million to $16.8 million from $13.6 million for the six months ended June 30, 2017. The increases for both periods were primarily a result of higher employee-related expenses, particularly incentive compensation, due to improved operating results.

Other

Pension expense (excluding service costs). 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 during the three months ended June 30, 2018. For additional information related to the transfer of pension plan assets, see Note 8, Retirement and Benefit Plans, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Change in fair value of interest rate swaps. For information related to our interest rate swaps, see the discussion under "Interest Rate Risk and Interest Rate Swaps" of Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Income Tax Provision

On December 22, 2017, the Tax 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 and six months ended June 30, 2018, we recorded $13.8 million and $23.6 million, respectively, of income tax expense and had an effective rate of 24.9% and 23.0%, respectively. For the three months ended June 30, 2018, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes. For the six months ended June 30, 2018, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes, offset partially by excess tax benefits of vested share-based payment awards. During the three and six months ended June 30, 2017, we recorded $13.1 million and $18.2 million, respectively, of income tax expense and had an effective rate of 37.2% and 36.1%, respectively. The primary reason for the difference between the federal statutory income tax rate of 35% and the effective tax rate was the effect of state taxes. For additional information related to the Tax Act, see Note 4, Income Taxes, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Industry Mergers and Acquisitions

On March 12, 2018, BlueLinx Holdings Inc. (BlueLinx) announced an agreement to acquire Cedar Creek. BlueLinx and Cedar Creek are national and regional wholesale distributors of building products and competitors to our Building Materials Distribution segment. The acquisition was completed on April 13, 2018.

Liquidity and Capital Resources

We ended second quarter 2018 with $210.0 million of cash and cash equivalents and $438.9 million of debt. At June 30, 2018, we had $605.4 million of available liquidity (cash and cash equivalents and undrawn committed bank line availability). We generated $32.9 million of cash during the six months ended June 30, 2018, as cash provided by operations was offset partially by funding the Acquisitions, capital spending, dividends on our common stock, and tax withholding payments on stock-based awards. Further descriptions of our cash sources and uses for the six month comparative periods are noted below.

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During third quarter 2018, we expect to make discretionary cash contributions to our qualified defined benefit pension plan in the amount of $20.0 million. In addition, 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.

We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, funding of acquisitions, lease obligations, working capital, pension contributions, and to pay cash dividends to holders of our common stock over the next 12 months. We expect to fund our seasonal and intra-month working capital requirements in the remainder of 2018 from cash on hand and, if necessary, borrowings under our revolving credit facility.

Sources and Uses of Cash

We generate cash primarily from sales of our products, as well as short-term and long-term borrowings. Our primary uses of cash are for expenses related to the manufacture and distribution of building products, including inventory purchased for resale, wood fiber, labor, energy, and glues and resins. In addition to paying for ongoing operating costs, we use cash to invest in our business, service our debt and pension obligations, pay dividends, repurchase our common stock, and meet our contractual obligations and commercial commitments. Below is a discussion of our sources and uses of cash for operating activities, investing activities, and financing activities.

	Six Months Ended June 30
	2018			2017
	(thousands)
Net cash provided by operations	$	88,336		$	31,478
Net cash used for investment	(45,583		)	(27,711		)
Net cash used for financing	(9,882		)	(3,032		)

Operating Activities

For the six months ended June 30, 2018, our operating activities generated $88.3 million of cash, compared with $31.5 million of cash generated in the same period in 2017. The $56.9 million increase in cash provided by operations was due primarily to a $62.2 million improvement in income from operations. This increase was offset partially by a $70.0 million increase in working capital during the six months ended June 30, 2018, compared with a $54.1 million increase for the same period in the prior year, as well as an increase in cash paid for taxes, net of refunds received, of $4.0 million. See "Our Operating Results" in this Management's Discussion and Analysis of Financial Condition and Results of Operations for more information related to factors affecting our operating results.

The change in working capital in both periods was primarily attributable to higher receivables and inventories, offset by an increase in accounts payable and accrued liabilities. The increases in receivables in both periods primarily reflect increased sales of approximately 43% and 45%, comparing sales for the months of June 2018 and 2017 with sales for the months of December 2017 and 2016, respectively. The increase in accounts payable and accrued liabilities provided $134.5 million of cash during the six months ended June 30, 2018, compared with $114.9 million in the same period a year ago.

During both periods, seasonal increases in inventory in preparation for the spring building season and extended terms offered by major vendors to our Building Materials Distribution segment led to the increase in accounts payable.

Investment Activities

During the six months ended June 30, 2018 and 2017, we used $28.3 million and $29.6 million, respectively, of cash for purchases of property and equipment, including business improvement and quality/efficiency projects, replacement and expansion projects, and ongoing environmental compliance. During the six months ended June 30, 2018, we used $17.6 million for the Acquisitions. 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. Excluding acquisitions, we expect capital expenditures in 2018 to total approximately $75 million to $85 million. This level of capital expenditures could increase or decrease as a result of a number of factors, including our financial results, future economic conditions, and timing of equipment purchases.

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Financing Activities

During the six months ended June 30, 2018, our financing activities used $9.9 million of cash, including $5.5 million for common stock dividend payments and $5.1 million of tax withholding payments on stock-based awards. During the six months ended June 30, 2018, we also borrowed $7.5 million under our revolving credit facility to fund intra-month working capital needs, which were subsequently repaid during the same period with cash on hand. At June 30, 2018, we had no borrowings outstanding under the revolving credit facility.

During the six months ended June 30, 2017, our financing activities used $3.0 million of cash, which primarily included $2.9 million of tax withholding payments on stock-based awards. We also borrowed $366.4 million under our revolving credit facility to fund intra-month working capital needs, which were subsequently repaid during the same period with cash on hand. At June 30, 2017, we had no borrowings outstanding under the revolving credit facility.

For more information related to our debt structure and dividend policy, see the discussion in Note 7, Debt, and Note 10, Stockholders' Equity, respectively, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Contractual Obligations

For information about contractual obligations, see Contractual Obligations in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2017 Form 10-K. There have been no material changes in contractual obligations outside the ordinary course of business since December 31, 2017.

Off-Balance-Sheet Activities

At June 30, 2018, and December 31, 2017, we had no material off-balance-sheet arrangements with unconsolidated entities.

Guarantees

Note 7, Debt, and Note 15, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 Form 10-K describe the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of June 30, 2018, there have been no material changes to the guarantees disclosed in our 2017 Form 10-K.

Seasonal and Inflationary Influences

We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These seasonal factors are common in the building products industry. Seasonal changes in levels of building activity affect our building products businesses, which are dependent on housing starts, repair-and-remodeling activities, and light commercial construction activities. We typically report lower sales in the first and fourth quarters due to the impact of poor weather on the construction market, and we generally have higher sales in the second and third quarters, reflecting an increase in construction due to more favorable weather conditions. We typically have higher working capital in the first and second quarters in preparation and response to the building season. Seasonally cold weather increases costs, especially energy consumption costs, at most of our manufacturing facilities.

Employees

As of July 29, 2018, we had approximately 6,570 employees. Approximately 22% of these employees work pursuant to collective bargaining agreements. As of July 29, 2018, we had nine collective bargaining agreements. The agreement covering approximately 95 employees at our Canadian EWP facility expired on December 31, 2017, but has been extended indefinitely pending negotiations. We may not be able to renew this agreement or may renew it on terms that are less favorable to us than the current agreement. We could also experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise. In addition, the ongoing recovery in the U.S. economy and our industry, when coupled with low unemployment rates, has made it difficult to

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acquire and retain the skilled labor necessary to successfully operate our facilities. Labor disruptions or shortages could prevent us from meeting customer demands or result in increased costs, thereby reducing our sales and profitability.

Disclosures of Financial Market Risks

In the normal course of business, we are exposed to financial risks such as changes in interest rates, foreign currency exchange rates, and commodity prices. As of June 30, 2018, there have been no material changes to financial market risks disclosed in our 2017 Form 10-K.

Environmental

For additional information about environmental issues, see Environmental in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2017 Form 10-K.

Critical Accounting Estimates

Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the need to estimate matters that are inherently uncertain. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2017 Form 10-K. At June 30, 2018, there have been no material changes to our critical accounting estimates from those disclosed in our 2017 Form 10-K.

New and Recently Adopted Accounting Standards

For information related to new and recently adopted accounting standards, see "New and Recently Adopted Accounting Standards" in Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" in this Form 10-Q.

ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information relating to quantitative and qualitative disclosures about market risk, see the discussion under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and under the headings "Disclosures of Financial Market Risks" and "Financial Instruments" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2017 Form 10-K. As of June 30, 2018, there have been no material changes in our exposure to market risk from those disclosed in our 2017 Form 10-K.

ITEM 4.          CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) under the Exchange Act. We have designed these controls and procedures to reasonably assure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. We have also designed our disclosure controls to provide reasonable assurance that such information is accumulated and communicated to our senior management, including our chief executive officer (CEO) and our chief financial officer (CFO), as appropriate, to allow them to make timely decisions regarding our required disclosures. Based on an evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that as of June 30, 2018, our disclosure controls and procedures were effective in meeting the objectives for which they were designed.

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Limitations on the Effectiveness of Controls and Procedures

In designing and evaluating our disclosure and/or internal controls and procedures, we recognized that no matter how well conceived and well operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, a control system, no matter how well designed, may not prevent or detect misstatements due to error or fraud. Additionally, in designing a control system, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have also designed our disclosure and internal controls and procedures based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1.          LEGAL PROCEEDINGS

We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, and employment-related claims, among others. As of the date of this filing, we believe it is not reasonably possible that any of the legal actions against us will, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

ITEM 1A.       RISK FACTORS

This report on Form 10-Q contains forward-looking statements. Statements that are not historical or current facts, including statements about our expectations, anticipated financial results, projected capital expenditures, and future business prospects, are forward-looking statements. You can identify these statements by our use of words such as "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. You can find examples of these statements throughout this report, including "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." We cannot guarantee that our actual results will be consistent with the forward-looking statements we make in this report. You should review carefully the risk factors listed in other documents we file with the Securities and Exchange Commission. During the six months ended June 30, 2018, there have been no material changes to the risk factors presented in "Item 1A. Risk Factors" in our 2017 Form 10-K. We do not assume an obligation to update any forward-looking statement.

ITEM 2.          UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.          MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.          OTHER INFORMATION

None.

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ITEM 6.          EXHIBITS

Filed With the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2018

Number	Description
10.1	Boise Cascade Company 2019 Deferred Compensation Plan
31.1	CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

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 thereunto duly authorized.

BOISE CASCADE COMPANY

/s/ Kelly E. Hibbs

Kelly E. Hibbs

Vice President and Controller

(As Duly Authorized Officer and Chief Accounting Officer)

Date:  August 3, 2018

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EX-10.1

Exhibit 10.1

BOISE CASCADE COMPANY

DEFERRED COMPENSATION PLAN

Effective as of January 1, 2019

BOISE CASCADE COMPANY

DEFERRED COMPENSATION PLAN

1.    Purpose of the Plan. The purpose of the Boise Cascade Company Deferred Compensation Plan (the "Plan") is to further the growth and development of Boise Cascade Company (the "Company") by providing a select group of senior management and highly compensated employees of the Company and its subsidiaries the opportunity to defer a portion of their cash compensation and thereby encourage their productive efforts on behalf of the Company. The Plan is also intended to provide Participants with an opportunity to supplement their retirement income through deferral of current compensation. The Plan is an unfunded plan.

2.    Definitions.

2.1    Bonus. The payout amount earned by a Participant under a short-term (annual) or long-term incentive plan of the Company, but only to the extent the award is not stock or stock-related and is payable in cash.

2.2    Change in Control. A Change in Control shall be deemed to have occurred if:

(a)    Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities; provided, however, if such Person acquires securities directly from the Company, such securities shall not be included unless such Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company's then outstanding shares of common stock or the combined voting power of the Company's then outstanding securities; and provided further that any acquisition of securities by any Person in connection with a transaction described in Section 2.2(c)(i) shall not be deemed to be a Change in Control of the Company; or

(b)    The following individuals cease for any reason to constitute at least a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least 2/3rds of the directors then still in office who either were directors on the date hereof or whose appointment, election, or nomination for election was previously so approved (the "Continuing Directors"); or

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(c)    The consummation of a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) with any other corporation other than (i) a merger or consolidation which would result in both (a) Continuing Directors continuing to constitute at least a majority of the number of directors of the combined entity immediately following consummation of such merger or consolidation, and (b) the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities; provided that securities acquired directly from the Company shall not be included unless the Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company's then outstanding shares of common stock or the combined voting power of the Company's then outstanding securities; and provided further that any acquisition of securities by any Person in connection with a transaction described in Section 2.2(c)(i) shall not be deemed to be a Change in Control of the Company; or

(d)    The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or the consummation of an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, more than 50% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

A transaction described in Section 2.2(c) which is not a Change in Control of the Company solely due to the operation of Subsection 2.2(c)(i)(a) will nevertheless constitute a Change in Control of the Company if the Board determines, prior to the consummation of the transaction, that there is not a reasonable assurance that, for at least 2 years following the consummation of the transaction, at least a majority of the members of the board of directors of the surviving entity or any parent will continue to consist of Continuing Directors and individuals whose election or nomination for election by the shareholders of the surviving entity or any parent would be approved by a vote of at least two-thirds of the Continuing Directors and individuals whose election or nomination for election has previously been so approved.

For purposes of this Section, "Beneficial Owner" shall have the meaning set forth in Rule 13d‑3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

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For purposes of this Section, "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that “Person” shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (v) an individual, entity or group that is permitted to and does report its beneficial ownership of securities of the Company on Schedule 13G under the Exchange Act (or any successor schedule), provided that if the individual, entity or group later becomes required to or does report its ownership of Company securities on Schedule 13D under the Exchange Act (or any successor schedule), then the individual, person or group shall be deemed to be a Person as of the first date on which the individual, person or group becomes required to or does report its ownership on Schedule 13D.

2.3    Committee. The Compensation Committee of the Board of Directors of the Company.

2.4    Compensation. A Participant's Salary and Bonus. Compensation (either Salary or Bonus) shall not include (a) any amounts paid by the Company to a Participant that are not strictly in consideration for personal services, such as expense reimbursement, cost-of-living allowance, education allowance, premium on excess group life insurance, or any Company contribution to the Pension Plan or any savings or 401(k) plan sponsored by the Company or (b) any amounts paid as the result of a Participant’s Separation from Service, such as pay for unused paid time off, severance, or pay in lieu of notice; the fact that an amount constitutes taxable income to the Participant shall not be controlling for this purpose. Compensation shall not include any taxable income realized by, or payments made to, an employee as a result of the grant, exercise, or payment of any equity award issued by the Company or any affiliate or subsidiary or as a result of the disposition of such equity award, except to the extent the Committee determines that the award shall be included in Compensation for purposes of this Plan. Compensation shall not include any amount paid as a retention bonus.

2.5    Deferral Election. A Participant’s irrevocable election to defer part of his or her Compensation.

2.6    Deferred Account. The record maintained by the Company for each Participant of the cumulative amount of (a) Compensation deferred pursuant to this Plan, (b) the amount of any Company contributions (including Discretionary Bonuses), and (c) imputed gains or losses on those amounts accrued as provided in Section 4.6.2. A Participant’s Deferred Account may consist of up to three separate types of sub-accounts, as follows:

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2.6.1    Retirement Account. The record of: (i) the cumulative amount of Company contributions (not including Discretionary Bonus Accounts), and (ii) Compensation deferred by a Participant which is subject to a Retirement Election, together with imputed gains or losses on those amounts. A Participant may have only one Retirement Account.

2.6.2    In-Service Account. The record of the amount of Compensation deferred by a Participant which is subject to a scheduled in-service distribution election, with imputed gains or losses on the Compensation deferred. A Participant may have up to two active In-Service Accounts (i.e., once distribution of an In-Service Account is completed, that In-Service Account does not count toward the limit of two).

2.6.3    Discretionary Bonus Account. The record of each Discretionary Bonus granted to a Participant, with imputed gains or losses on the amount of the Discretionary Bonus. A Participant may have an unlimited number of Discretionary Bonus Accounts.

2.7    Deferred Compensation and Benefits Trust. An irrevocable “rabbi trust” (the "DCB Trust") which may be established by the Company with an independent trustee for the benefit of persons entitled to receive payments or benefits hereunder, the assets of which will be subject to claims of the Company's creditors in the event of bankruptcy or insolvency.

2.8    Disability. A Participant will be deemed to have incurred a Disability where the Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan maintained by the Company, or (c) has been determined to be totally disabled by the Social Security Administration.

2.09    Discretionary Bonus. An amount contributed to a Participant’s Deferred Account by the Company in its sole discretion. A Discretionary Bonus may, in the Company’s discretion, be subject to vesting or other payment terms as indicated in the bonus award document. Nothing in this Plan shall be construed to require that any Participant receive a Discretionary Bonus.

2.10    Distribution Election. A Participant’s election of the method and timing of payment of his or her Deferred Account. Participants may make different Distribution Elections for the Retirement Account, the In-Service Account(s) and Discretionary Bonus Account(s), if any, as provided in Section 4.4.

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2.11    Investment Account. Any of the accounts identified by the Company from time to time, described in Exhibit A, to which Participants may allocate all or any portion of their Deferred Accounts for purposes of determining the gains or losses to be assigned to the Deferred Accounts.

2.12    Participant. A Key Executive (as defined in Section 4.1) who has made a Deferral Election in accordance with the provisions of the Plan or who has received a Discretionary Bonus.

2.13    Rule of 70. The attainment by a Participant of a number of Years of Service and age which, when added together, equal or exceed 70.

2.14    Salary. A Participant's salary, commission, and other payments for personal services rendered by a Participant to the Company during a calendar year, determined prior to giving effect to any deferral election under this Plan, any before-tax contribution election under a 401(k) plan sponsored by the Company, and any before-tax contribution election under a Section 125 (cafeteria) plan sponsored by the Company.

2.15    Separation from Service. The Participant's ceasing to be employed by the Company for any reason whatsoever, whether voluntarily or involuntarily, including by reason of retirement, death or Disability, provided that transfer from the Company to a subsidiary or vice versa shall not be deemed a Separation from Service for purposes of this Plan. A Separation from Service shall also occur if (a) the Participant is on a leave of absence that exceeds 6 months and the Participant does not have a statutory or contractual right of reemployment, in which case, Separation from Service shall be deemed to have occurred on the first day following the 6‑month period, (b) the Participant is on a leave of absence that exceeds 6 months and the Participant’s statutory or contractual right of reemployment ends, in which case Separation from Service shall be deemed to have occurred on the first day following the end of the right of reemployment, or (c) the Company and the Participant reasonably anticipate that the level of services the Participant will perform for the Company (whether as an employee or an independent contractor) will permanently decrease to 20% or less of the average level of services performed for the Company over the preceding 36 months. Determination of whether a Separation from Service has occurred will be made subject to the facts and circumstances of each situation and will comply with Internal Revenue Code Section 409A.

2.16    Unforeseeable Emergency. A severe financial hardship to the Participant resulting from (a) an illness or accident of the Participant or his or her spouse, beneficiary or dependent (as defined in Internal Revenue Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); (b) loss of the Participant’s property due to casualty; or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control, such as

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medical expenses or funeral expenses for the Participant’s spouse, beneficiary or dependent (as defined earlier in this subsection). The determination of whether an event constitutes an Unforeseeable Emergency shall be made based on the facts and circumstances of the specific event.

2.17    Year of Service. A year of service as recorded in the Company’s HRIS system or as otherwise approved by the Company's senior human resources officer.

3.    Administration and Interpretation. The Company, acting through its chief executive officer or his or her delegates, shall have final discretion, responsibility, and authority to administer and interpret the Plan. This includes the discretion and authority to determine all questions of fact, eligibility, or benefits relating to the Plan. The Company may also adopt any rules it deems necessary to administer the Plan. The Company's responsibilities for administration and interpretation of the Plan shall be exercised by Company employees who have been assigned those responsibilities by the Company's management. Any Company employee exercising responsibilities relating to the Plan in accordance with this Section shall be deemed to have been delegated the discretionary authority vested in the Company with respect to those responsibilities, unless limited in writing by the Company. Any Participant may appeal any action or decision of these employees to the Company's chief executive officer. Any interpretation or decision by the Company's chief executive officer shall be final and binding on the Participants. Claims for benefits under the Plan and appeals of claim denials shall be in accordance with Sections 10 and 11.

4.    Participant Deferral and Distribution Elections.

4.1    Eligibility. The Company shall identify those employees of the Company or any of its subsidiaries who are eligible to participate in this Plan ("Key Executives"). Eligibility to participate in the Plan is entirely at the discretion of the Company and shall be limited to a select group of senior management or highly compensated employees. Eligibility to participate in this Plan for any calendar year shall not confer the right to participate during any subsequent year.

4.2    Deferral Election. A Key Executive may make a Deferral Election within 30 days after first becoming eligible, to defer Salary to be earned during the remainder of that calendar year. Each year thereafter that the Key Executive remains eligible to participate, he or she shall have the opportunity to make a Deferral Election during an annual enrollment period designated by the Company with respect to Compensation earned in the following calendar year. Deferral Elections shall be made by completion of an online enrollment process, as designated by the Company. The Salary otherwise paid to, and/or the Bonus otherwise earned by, a Participant during the calendar year following receipt of the Participant’s Deferral Election shall be reduced by the amount elected to be deferred. Deferral Elections are irrevocable as of the end of the 30-day period for initial Deferral Elections, and as of December 31 with respect to a

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subsequent Deferral Election made during an annual enrollment period to be effective during the following calendar year, except as otherwise provided in this Plan. The amount of Compensation to be deferred will be specified in the Deferral Election, must be at least 5% of the Participant's Compensation, and is limited to 75% of the Participant's Compensation. Separate Deferral Elections are permitted for Salary, Bonus payable under a short-term incentive plan, and Bonus payable under a long-term incentive plan.

4.2.1    Accounts. Each time a Participant makes a Deferral Election pursuant to Section 4.2, the Participant will have the option to select whether the Compensation to be deferred will be contributed to his or her Retirement Account or to an In-Service Account. A Participant may have one Retirement Account and up to two active In-Service Accounts.

4.3    Cessation of Deferrals. If a Participant receives a hardship distribution from this Plan under Section 5.4, his or her current-year Deferral Election will be cancelled, and he or she shall not be eligible to contribute to this Plan for at least 6 months following the date of the distribution. The Participant may make a new Deferral Election during the next annual enrollment period following the conclusion of the 6‑month period.

4.4    Distribution Election. When a Participant makes his or her first Deferral Election pursuant to Section 4.2, he or she must elect a distribution option for the Retirement Account (even if the Participant has elected to contribute to an In-Service Account). When a Participant first elects an In-Service Account, he or she must elect a distribution option for that In-Service Account. The distribution options available for Participants to choose from will be specified by the Company in the online enrollment system in the Company’s sole discretion. Distribution Elections are irrevocable when made except as otherwise provided in this Plan. If no Distribution Election for a Retirement Account is properly made, the Participant will be deemed to have elected a lump sum payable on January 1 of the year following the Participant’s Separation from Service. If no Distribution Election for an In-Service Account is properly made, the Participant will be deemed to have elected a lump sum payable on January 1 of the fourth year following the Participant’s first contribution to the In-Service Account.

4.4.1    Distribution Election for Discretionary Bonus. A Participant who receives a Discretionary Bonus may elect a distribution option for the Discretionary Bonus within 30 days of the date the Discretionary Bonus is granted to the Participant. If a Participant fails to timely make a Distribution Election with respect to a Discretionary Bonus, the Participant will be deemed to have elected payment in a lump sum on January 1 of the year following the Participant’s Separation from Service.

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4.4.2    Distribution Election for Company Contributions. The Participant’s Retirement Account Distribution Election shall apply to any Company contributions made to the Participant’s Account pursuant to Section 4.6.1.

4.5    Change of Distribution Election. A Participant may request, in writing, a change of a Distribution Election for his or her In-Service Account(s) or Discretionary Bonus Account(s), if any, at any time, provided that Participants are limited to two change requests per each In-Service or Discretionary Bonus Account. The changed election must (a) defer commencement of distribution for at least 5 years from the date distribution would have commenced under the existing Distribution Election and (b) be received by the Company at least 12 months prior to the commencement of distribution of the Participant's Deferred Account under the existing Distribution Election. The Company shall approve the request if it meets the requirements of this Section. Approved requests shall not take effect until 12 months after the date the request was submitted. No change of a Distribution Election for a Retirement Account is permitted.

4.6    Company Contributions; Deferred Account Allocations and Adjustments.

4.6.1    The Company acknowledges that Compensation deferred under this Plan is not included as “compensation” for purposes of contributions made to the Company’s tax-qualified 401(k) plan (referred to as the “401(k) Plan”). Therefore, in order to keep Participants whole, with respect to Compensation deferred under this Plan which is either Salary or Bonus attributable to a short-term (annual) incentive plan, the Company will contribute an amount equal to the Company contribution (including both nondiscretionary and discretionary amounts) that would have been made to the Participant’s account in the 401(k) Plan if the Compensation was eligible under the 401(k) Plan (without regard to any limits applicable to the 401(k) Plan that would restrict any Company contribution under that plan). Such contributions shall be made to the Participant’s Retirement Account at the same time as such contribution would have been made to the 401(k) Plan. For clarity, no such contributions will be made with respect to Discretionary Bonuses.

4.6.2    The Company shall maintain a record of each Participant's total Deferred Account balance, including deferrals and adjustments. Each Participant’s Retirement Account, In-Service Account(s), and Discretionary Bonus Account(s), if any, shall be adjusted to reflect the imputed interest, gains or losses attributable to the applicable Investment Account(s) selected by the Participant pursuant to Section 4.7. Interest earned will be credited to the respective Account each payroll period. Computation of the imputed interest, gains or losses with respect to any Investment Account shall be at the Company’s sole discretion.

4.7    Investment Accounts. Each Participant must allocate his or her current deferrals of Compensation to one or more of the offered Investment Accounts, by completion of an online allocation process, as designated by the Company and

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subject to any restrictions established by the Company. However, if the only Investment Account offered is the Stable Value Account, Participants’ deferrals will be automatically allocated to the Stable Value Account and Participants will not be able to elect any other investment.

4.7.1    Participants who are active employees may (i) change the allocation of future deferrals to or from any Investment Account on any business day, with any change effective as of the first pay period beginning after the date of the change, and (ii) move all or any portion of their Deferred Account balance among any of the Investment Accounts, other than the Stable Value Account, on any business day, with any change effective as of the next business day. Deferred Account balances allocated to the Stable Value Account may not be allocated or moved to any other Investment Account.

4.7.2    Participants who experience a Separation from Service due to death or Disability or a Separation from Service after satisfying the Rule of 70 with a minimum of 5 Years of Service may move all or any portion of their Deferred Account balance among any of the Investment Accounts, other than the Stable Value Account, on any business day, with any change effective as of the next business day. The Participant’s Deferred Account balance shall continue to be credited with imputed gains or losses based on the applicable Investment Account until paid. Deferred Account balances for Participants subject to this Section that are allocated to the Stable Value Account shall continue to be credited with imputed interest at Moody's times 130% prospectively from the date of Separation from Service until such amounts are distributed, subject to Section 5.7.

4.7.3    If a Participant experiences a Separation from Service for reasons other than death or Disability prior to satisfying the Rule of 70 with a minimum of 5 Years of Service, his or her total Deferred Account balance shall be automatically allocated to the Stable Value Account effective as of the date of Separation from Service, notwithstanding any investment elections or allocation decisions previously made by the Participant, and the imputed interest rate on the Participant's total Deferred Account balance shall be adjusted to a rate equal to Moody's (as such term is defined in Exhibit A). That rate shall apply to all undistributed amounts of the Participant's Deferred Account prospectively from the date of Separation from Service until such amounts are distributed from the Plan. Participants subject to this Section may not change the allocation of their Deferred Accounts among Investment Accounts following their Separation from Service.

5.    Distributions.

5.1    In General. The Company shall distribute a Participant’s Deferred Account balance according to the Participant’s Distribution Election(s), except as otherwise provided in this Section 5. The designated payment date for purposes of Internal Revenue Code Section 409A shall be the date stated in the Participant’s actual

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or deemed Distribution Election as applicable, except as otherwise provided in this Section 5.

5.2    Separation from Service.

5.2.1    Upon a Participant’s Separation from Service for reasons other than death, the Participant’s entire Deferred Account balance (including the vested portion of any Discretionary Bonus Account(s)) shall be paid to the Participant according to the Distribution Election applicable to the Participant’s Retirement Account, notwithstanding any other Distribution Election, provided, however, that if an In-Service Account Distribution Election of installment payments has commenced at the time of the Participant’s Separation from Service, the remaining installment payments for the In-Service Account shall be paid according to that Distribution Election.

5.2.2    Upon a Participant’s Separation from Service due to death, Section 5.5 shall apply.

5.3    Small Account Distributions. If a Participant has made a Retirement Account Distribution Election of installment payments and his or her total vested Deferred Account balance is less than the applicable dollar limit in effect pursuant to Internal Revenue Code Section 402(g) ($18,500 in 2018, subject to adjustment in subsequent years) determined as of January 1 following the Participant’s Separation from Service, the Company shall distribute the entire vested Deferred Account balance in a lump sum to the Participant on January 1 following the Participant’s Separation from Service, regardless of the Participant's Distribution Election(s), and the Participant shall have no further rights or benefits under this Plan. In addition, if as of any subsequent January 1, the Participant’s vested Deferred Account balance is less than the applicable dollar limit in effect at that time pursuant to Internal Revenue Code Section 402(g), the Company shall distribute the entire remaining vested Deferred Account balance in a lump sum to the Participant on that January 1.

5.4    Hardship Distribution. If an Unforeseeable Emergency occurs, a Participant may request a lump-sum distribution of an amount reasonably necessary to satisfy the emergency need plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). Determination of the amount reasonably necessary to satisfy the emergency need must take into account any additional compensation available due to the cancellation of the Participant’s Deferral Election pursuant to Section 4.3. The Participant shall document, to the Company's satisfaction, that distribution of all or part of his or her account is necessary to satisfy the Unforeseeable Emergency. A Participant need not be actively employed to request a distribution under this Section but the Participant must not have

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access to other funds, including proceeds of any loans (including loans under tax-qualified plans), sufficient to satisfy the need. Upon receipt of a request under this Section, the Company may, in its sole discretion, distribute a portion of the Participant's Deferred Account balance in a lump sum, to the extent necessary to satisfy the emergency need. Any distribution will be made first from the Participant’s In-Service Account(s), then from any Discretionary Bonus Account(s) which contain vested funds, and finally from the Participant’s Retirement Account. Distributions will be made within 90 days of the Company’s receipt of such request. The Participant shall sign all documentation requested by the Company relating to the distribution.

5.5    Distributions Following Participant Death; Designation of Beneficiary. The Company shall make all payments to the Participant, if living. A Participant shall designate a beneficiary by filing a beneficiary designation in the form and manner prescribed by the Company. A Participant may change his or her beneficiary at any time by filing a new beneficiary designation in the form and manner prescribed by the Company. If no designation is in effect when any benefits payable under this Plan become due, the beneficiary shall be the spouse of the Participant, or if no spouse is then living, the Participant's estate. If a Participant dies before benefit payments have commenced under this Plan, his or her designated beneficiary shall receive payment of the Participant’s Deferred Account balance in a lump sum on January 1 following the date of the Participant’s death (which shall be the designated payment date for distributions occurring pursuant to this sentence). If a Participant dies after payment of his or her Deferred Account has commenced but before his or her entire Deferred Account has been distributed, his or her designated beneficiary shall receive any benefit payments in accordance with the Distribution Election applicable to the Deferred Account.

5.6    Specified Employee Delay. Notwithstanding anything in this Plan to the contrary, if a Participant is a “specified employee” as determined according to Internal Revenue Code Section 409A and the Company’s specified employee policy, if any, on the date of his or her Separation from Service, any payment under this Plan which is triggered by the Participant’s Separation from Service, including but not limited to payments pursuant to Sections 5.2.1 and 5.3, and is due within the six month period following his or her Separation from Service shall not be made within the six month period. Such payment will be made on the first business day following the expiration of the six month period, without interest.

5.7    Effect of a Change in Control. The provisions of this Section shall apply upon a Change in Control.

5.7.1    Notwithstanding anything in this Plan to the contrary, after the third anniversary of a Change in Control, the imputed interest credited to Participants' account balances under this Plan shall not be based on an annualized rate in excess of 100% of Moody's.

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5.7.2    Payment of a Participant’s Deferred Account balance shall be made according to the Participant’s Distribution Election.

5.7.3    Any Participant whose employment is involuntarily terminated for any reason other than disciplinary reasons within 3 months prior to the date of the Change in Control shall be deemed, solely for purposes of this Section 5.7, to be employed by the Company until the occurrence of the Change in Control and to have been terminated immediately thereafter.

5.8    Distributions Pursuant to a Domestic Relations Order.

5.8.1    A domestic relations order relating to benefits under this Plan shall be reviewed by the Company’s senior human resources officer or his or her delegate. The individual shall determine whether the order satisfies the definition in Internal Revenue Code Section 414(p). The Company may establish procedures for reviewing and processing a domestic relations order similar to the processing of domestic relations orders under the Company’s qualified plans.

5.8.2 The order must specify the name and last known mailing address and social security number of the Participant and each alternate payee. It must name the plan to which it applies. It must specify the percentage or amount of the Participant’s benefit which is payable to an alternate payee and the date as of which the amount or percentage is determined. The order cannot require the Plan to (a) pay any form of benefit not permitted under the Plan, (b) provide a benefit greater than the benefit to which the Participant is entitled, or (c) affect the benefits of another alternate payee with respect to whom a domestic relations order has previously been accepted by the Plan.

5.8.3 If the order is acceptable, a distribution to the alternate payee pursuant to the terms of the order shall be authorized as soon as administratively practicable without regard to the time distribution would be made to the affected Participant. If the order is not acceptable, that shall be communicated in writing to the Participant and the alternate payee, including identification of the provisions of the order that cause it to be unacceptable.

6.    Miscellaneous.

6.1    Assignability. A Participant's rights and interests under the Plan may not be assigned or transferred except in the event of the Participant's death, as described in Section 5.5, or in the case of a domestic relations order, as described in Section 5.8.

6.2    Taxes. The Company shall deduct from all payments made under this Plan all applicable federal or state taxes required by law to be withheld.

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6.3    Form of Communication. Deferral Elections shall be made as provided in Section 4.2. Distribution Elections shall be made as provided in Sections 4.4 and 4.5. Beneficiary designations shall be made as provided in Section 5.5. Any other application, claim, notice, or other communication required or permitted to be made by a Participant to the Company shall be made in writing and in such form as the Company may prescribe. Such communication shall be effective upon receipt by the Company's senior human resources officer at 1111 West Jefferson Street, PO Box 50, Boise, Idaho 83728.

6.4    Service Providers. The Company may, in its sole discretion, retain one or more independent entities to provide services to the Company in connection with the operation and administration of the Plan. Except as specifically delegated or assigned to any such entity in writing, the Company shall retain all discretionary authority under this Plan. No Participant or other person shall be a third party beneficiary with respect to, or have any rights or recourse under, any contractual arrangement between the Company and any such service provider.

7.    Amendment and Termination. The Committee may, at its sole discretion, amend or terminate the Plan at any time, provided that the amendment or termination shall not adversely affect the vested or accrued rights or benefits of any Participant without the Participant's prior consent.

8.    Unsecured General Creditor. Except as provided in Section 9, Participants and their beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, interest, or claims in any property or assets of the Company. The assets of the Company shall not be held under any trust for the benefit of Participants, their beneficiaries, heirs, successors, or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all Company assets shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company's obligation under the Plan shall be an unfunded and unsecured promise of the Company to pay money in the future.

9.    Deferred Compensation and Benefits Trust. At any time, the Company, in its sole discretion, may transfer to the DCB Trust cash, marketable securities, or other property acceptable to the trustee to pay the Company's obligations under this Plan in whole or in part (the "Funding Amount"). Any cash, marketable securities, and other property so transferred shall be held, managed, and disbursed by the trustee subject to and in accordance with the terms of the DCB Trust. In addition, from time to time, the Company may make additional transfers of cash, marketable securities, or other property acceptable to the trustee as desired by the Company in its sole discretion to maintain or increase the Funding Amount with respect to this Plan. The assets of the DCB Trust, if any, shall be used to pay benefits under this Plan, except to the extent the Company pays such benefits. The Company and any successor shall continue to be liable for the ultimate payment of those benefits.

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10.    Claims Procedure.

10.1    In General. Claims for benefits under the Plan, other than claims for Disability benefits under Section 4.7.2, shall be filed in writing, within 90 days after the event giving rise to a claim, with the Company's senior human resources officer, who shall have absolute discretion to interpret and apply the Plan, evaluate the facts and circumstances, and make a determination with respect to the claim in the name and on behalf of the Company. The claim shall include a statement of all facts the Participant believes relevant to the claim and copies of all documents, materials, or other evidence that the Participant believes relevant to the claim. Written notice of the disposition of a claim shall be furnished to the Participant within 90 days after the application is filed. This 90‑day period may be extended an additional 90 days for special circumstances by the senior human resources officer, in his or her sole discretion, by providing written notice of the extension to the claimant prior to the expiration of the original 90‑day period. If the claim is denied, the senior human resources officer shall notify the claimant in writing. This written notice shall:

• state the specific reasons for the denial;

• refer to the provisions of the Plan on which the determination is based;

• describe any additional material or information necessary for the Participant to perfect the claim and explain why the information is necessary;

• explain how the claimant may submit the claim for review and state applicable time limits; and

• state the claimant’s right to bring an action under Section 502(a) of ERISA following an adverse determination on review.

10.2    Disability Claims. Claims for Disability benefits under Section 4.7.2 shall be filed in writing, within 90 days after the event giving rise to a claim, with the Company's senior human resources officer, who shall have absolute discretion to interpret and apply the Plan, evaluate the facts and circumstances, and make a determination with respect to the claim in the name and on behalf of the Company. The claim shall include a statement of all facts the Participant believes relevant to the claim and copies of all documents, materials, or other evidence that the Participant believes relevant to the claim. Written notice of the disposition of a claim shall be furnished to the Participant within 45 days after the application is filed. This 45‑day period may be extended for up to two additional 30‑day periods by the senior human resources officer, in his or her sole discretion, in each case for reasons beyond the Plan's control and by providing written notice of the need for extension to the Participant prior to the expiration of the current period, including the standards on which entitlement to the disability

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benefit are based, the unresolved issues preventing a decision on the claim, and any additional information needed from the Participant. If additional information is needed from the Participant in order to make a decision on the claim, the Participant will have 45 days to provide the requested information. If the claim is denied, the senior human resources officer shall notify the claimant in writing. This written notice shall:

• state the specific reasons for the denial;

• refer to the provisions of the Plan on which the determination is based;

• describe any additional material or information necessary for the Participant to perfect the claim and explain why the information is necessary;

• explain how the Participant may submit the claim for review and state applicable time limits;

• explain the decision, including the basis for disagreeing with or not following the views presented by the Participant of healthcare professionals treating or vocational professionals evaluating the Participant, the views of medical or vocational experts whose advice was obtained by the Plan (without regard to whether such advice was relied upon in making the decision), and/or a Social Security disability determination presented by the Participant;

• contain either a statement that internal rules, guidelines, protocols or standards do not exist, or a copy of the rule, guideline, protocol or standard relied upon in making the decision;

• if the denial is based on a medical necessity or experimental treatment exclusion, contain a statement that an explanation of the scientific or clinical judgment, applying the terms of the Plan to the Participant’s circumstances, will be provided at no charge upon request;

• state the Participant’s right to bring an action under Section 502(a) of ERISA following an adverse determination on review, and describe the time limit applicable to the action according to Section 12 of this Plan; and

• state that the Participant is entitled to receive at no charge and upon request reasonable access to and copies of all documents, records, and other information relevant to the claim.

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11.    Claims Review Procedure.

11.1    In General. Any Participant, former Participant, or Beneficiary of either (collectively referred to as “Participants” solely for purposes of this Section 11.1), who has been denied a benefit claim, other than a claim for Disability benefits under Section 4.7.2, shall be entitled, upon written request, to access to or copies of all documents and records relevant to his or her claim, and to a review of his or her denied claim. A request for review, together with a written statement of the Participant's position and any other comments, documents, records or information that the Participant believes relevant to his or her claim, shall be filed no later than 60 days after receipt of the written notification provided for in Section 10.1, and shall be filed with the Company's senior human resources officer. The senior human resources officer shall promptly inform the Company's chief executive officer, who shall be the named fiduciary of the Plan for purposes of claim review. The chief executive officer shall make his or her decision, in writing, within 60 days after receipt of the request for review. This 60‑day period may be extended an additional 60 days if, in the chief executive officer's sole discretion, special circumstances warrant the extension and if the chief executive officer provides written notice of the extension to the Participant prior to the expiration of the original 60‑day period. The written decision shall be final and binding on all parties and shall:

• state the facts and specific reasons for the decision,

• refer to the Plan provisions upon which the decision is based,

• state that the Participant is entitled to receive at no charge and upon request reasonable access to and copies of all documents, records, and other information relevant to the claim, and

• state the Participant’s right to bring an action under Section 502(a) of ERISA.

11.2    Disability Claims. Any Participant, former Participant, or Beneficiary of either (collectively referred to as “Participants” solely for purposes of this Section 11.2), who has been denied a claim for Disability benefits under Section 4.7.2, shall be entitled, upon written request, to access to or copies of all documents and records relevant to his or claim, and to a full and fair review of his or her denied claim. A request for review, together with a written statement of the Participant's position and any other comments, documents, records or information that the Participant believes relevant to his or her claim, shall be filed with the Company's senior human resources officer no later than 180 days after receipt of the written notification provided for in Section 10.2. The senior human resources officer shall promptly inform the Company's chief executive officer, who shall be the named fiduciary of the Plan for purposes of claim review. The chief executive officer shall make his or her decision, in writing, within 45 days after receiving the Participant's request for review, without deference to the

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initial claim decision. This 45‑day period may be extended an additional 45 days if special circumstances warrant the extension and if the chief executive officer provides written notice of the extension and the special circumstances to the Participant prior to the expiration of the original 45‑day period, including the date the chief executive officer expects to render a decision. The written decision shall take into account all information submitted by the Participant, regardless of whether the information was submitted with the initial claim.

If the initial denial was based on a medical judgment in whole or in part, the chief executive officer shall consult with a healthcare professional with appropriate training and experience in the applicable field of medicine. The healthcare professional shall not be the same individual consulted during the initial claim or a subordinate of such individual.

The written decision shall be final and binding on all parties and shall:

• state the facts and specific reasons for the decision;

• refer to the Plan provisions upon which the decision is based;

• state that the Participant is entitled to receive at no charge and upon request reasonable access to and copies of all documents, records, and other information relevant to the claim;

• explain the decision, including the basis for disagreeing with or not following the views presented by the Participant of healthcare professionals treating or vocational professionals evaluating the Participant, the views of medical or vocational experts whose advice was obtained by the Plan (without regard to whether such advice was relied upon in making the decision), and/or a Social Security disability determination presented by the Participant;

• contain either a statement that internal rules, guidelines, protocols or standards do not exist, or a copy of the rule, guideline, protocol or standard relied upon in making the decision;

• if the denial is based on a medical necessity or experimental treatment exclusion, state that an explanation of the scientific or clinical judgment, applying the terms of the plan to the Participant’s circumstances, will be provided at no charge upon request; and

• state the Participant’s right to bring an action under Section 502(a) of ERISA and describe the time limit applicable to the action according to Section 12 of this Plan, including the calendar date on which the contractual limitations period expires for the claim.

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If any new or additional evidence is considered, generated or relied upon by the chief executive officer in the course of the review, such evidence shall be provided to the Participant as soon as possible and the Participant shall have a reasonable opportunity to respond prior to the date the decision is required to be made. In addition, if the decision on review is based on a new or additional rationale, such rationale shall be provided to the Participant as soon as possible and the Participant shall have a reasonable opportunity to respond prior to the date the decision is required to be made.

12.    Lawsuits, Jurisdiction, and Venue. No lawsuit claiming entitlement to benefits under this Plan may be filed prior to exhausting the claims and claims review procedures described in Sections 10 and 11. Any such lawsuit must be initiated no later than the earlier of (a) one year after the event(s) giving rise to the claim occurred or (b) 60 days after a final written decision was provided to the claimant under Section 11. Any legal action involving benefits claimed or legal obligations relating to or arising under this Plan may be filed only in Federal District Court in the city of Boise, Idaho. Federal law shall be applied in the interpretation and application of this Plan and the resolution of any legal action. To the extent not preempted by federal law, the laws of the state of Delaware shall apply.

13.    Effective Date of Plan. This Plan became effective as of January 1, 2019.

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EXHIBIT A

INVESTMENT ACCOUNTS

Stable Value Account. Deferred Accounts allocated to this account shall be credited, while the Participant is actively employed with the Company, with imputed interest equal to an annualized rate of interest equal to 130% of Moody's Composite Average of Yields on Corporate Bonds (“Moody's”) as determined each month from Moody's Bond Record (as published by Moody's Investor's Service, Inc.) or any successor thereto, or, if such monthly report is no longer published, a substantially similar rate determined by the Company, in its sole discretion. Moody's, for purposes of this Plan, shall be based for any given month on such published rate for the immediately preceding calendar month. Upon Separation from Service, Deferred Accounts allocated to this account shall be credited with either Moody's times 130% or with Moody's, as provided in Sections 4.7.2 and 4.7.3 of the Plan.

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EX-31.1

Exhibit 31.1

CEO CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas K. Corrick, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Boise Cascade Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  August 3, 2018

/s/ Thomas K. Corrick

Thomas K. Corrick

Chief Executive Officer

EX-31.2

Exhibit 31.2

CFO CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Wayne M. Rancourt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Boise Cascade Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  August 3, 2018

/s/ Wayne M. Rancourt

Wayne M. Rancourt

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas K. Corrick, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Boise Cascade Company at the dates and for the periods indicated in the Report.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Boise Cascade Company and will be retained by Boise Cascade Company and furnished to the Securities and Exchange Commission or its staff upon request.

The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

Date: August 3, 2018

/s/ Thomas K. Corrick

Thomas K. Corrick

Chief Executive Officer

The foregoing certification is being furnished solely pursuant to the requirements of 18 U.S.C. § 1350 and is not being filed as a part of the Report or as a separate disclosure document.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Wayne M. Rancourt, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Boise Cascade Company at the dates and for the periods indicated in the Report.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Boise Cascade Company and will be retained by Boise Cascade Company and furnished to the Securities and Exchange Commission or its staff upon request.

The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

Date: August 3, 2018

/s/ Wayne M. Rancourt

Wayne M. Rancourt

Chief Financial Officer

The foregoing certification is being furnished solely pursuant to the requirements of 18 U.S.C. § 1350 and is not being filed as a part of the Report or as a separate disclosure document.

XML

Document and Entity Information Document - shares	6 Months Ended
	Jun. 30, 2018	Jul. 27, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	BOISE CASCADE COMPANY
Entity Central Index Key	0001328581
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		38,892,592

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Sales
Sales	$ 1,408,132	$ 1,138,939	$ 2,590,973	$ 2,113,382
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,193,918	980,210	2,203,696	1,826,969
Depreciation and amortization	24,296	19,601	46,407	38,945
Selling and distribution expenses	96,841	82,308	180,197	155,988
General and administrative expenses	19,977	15,559	35,863	29,129
Other (income) expense, net	(956)	(1,238)	(1,050)	(1,273)
Total costs and expenses	1,334,076	1,096,440	2,465,113	2,049,758
Income from operations	74,056	42,499	125,860	63,624
Foreign currency exchange gain (loss)	(172)	13	(435)	41
Pension expense (excluding service costs)	(12,380)	(50)	(12,624)	(81)
Interest expense	(6,580)	(6,491)	(12,942)	(12,855)
Interest income	237	54	501	87
Change in fair value of interest rate swaps	499	(724)	2,140	(429)
Total nonoperating income (expense)	(18,396)	(7,198)	(23,360)	(13,237)
Income before income taxes	55,660	35,301	102,500	50,387
Income tax provision	(13,835)	(13,147)	(23,625)	(18,213)
Net income	$ 41,825	$ 22,154	$ 78,875	$ 32,174
Weighted average common shares outstanding:
Basic (in shares)	38,981	38,643	38,880	38,572
Diluted (in shares)	39,403	39,002	39,384	38,931
Net income per common share:
Basic (in dollars per share)	$ 1.07	$ 0.57	$ 2.03	$ 0.83
Diluted (in dollars per share)	$ 1.06	$ 0.57	$ 2.00	$ 0.83

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Statement of Comprehensive Income [Abstract]
Net income	$ 41,825	$ 22,154	$ 78,875	$ 32,174
Defined benefit pension plans
Actuarial gain, net of tax of $3,383, $-, $3,383 and $-, respectively	9,957	0	9,957	0
Amortization of actuarial loss, net of tax of $90, $158, $298 and $310, respectively	266	252	879	495
Effect of settlements, net of tax of $3,044, $-, $3,044 and $-, respectively	8,959	0	8,959	0
Other comprehensive income, net of tax	19,182	252	19,795	495
Comprehensive income	$ 61,007	$ 22,406	$ 98,670	$ 32,669

XML

Consolidated Statements of Comprehensive Income Parenthetical - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Statement of Comprehensive Income [Abstract]
Actuarial gain, tax	$ 3,383	$ 0	$ 3,383	$ 0
Amortization of actuarial loss, tax	90	158	298	310
Effect of settlements, tax	$ 3,044	$ 0	$ 3,044	$ 0

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
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
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
Total other liabilities	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	0	0
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

XML

Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Trade receivables, allowances	$ 904	$ 945
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	44,058,000	43,748,000
Treasury stock, at cost	5,167,000	5,167,000

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 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)	0
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 on 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)	0
Proceeds from the 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

XML

Nature of Operations and Consolidation

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations and Consolidation

Nature of Operations and Consolidation

Nature of Operations

Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. We are one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading United States (U.S.) wholesale distributor of building products.

We operate our business using two reportable segments: (1) Wood Products, which manufactures EWP, plywood, ponderosa pine lumber, and particleboard; and (2) Building Materials Distribution, which is a wholesale distributor of building materials. For more information, see Note 12, Segment Information.

Consolidation

The accompanying quarterly consolidated financial statements have not been audited by an independent registered public accounting firm but, in the opinion of management, include all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. The quarterly consolidated financial statements include the accounts of Boise Cascade and its subsidiaries after elimination of intercompany balances and transactions. Quarterly results are not necessarily indicative of results that may be expected for the full year. These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our 2017 Form 10-K and the other reports we file with the Securities and Exchange Commission (SEC).

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Accounting Policies

The complete summary of significant accounting policies is included in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement, medical, and workers' compensation benefits; stock-based compensation; fair value measurements; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.  

Vendor Rebates and Allowances

We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. At June 30, 2018, and December 31, 2017, we had $7.6 million and $6.7 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets. Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.

Leases

We lease a portion of our distribution centers as well as other property and equipment under operating leases. For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably assured of exercising. Rental expense for operating leases was $4.6 million and $4.8 million for the three months ended June 30, 2018 and 2017, respectively, and $9.2 million and $9.5 million for the six months ended June 30, 2018 and 2017, respectively. Sublease rental income was not material in any of the periods presented.

We also have leases of certain distribution centers recorded as capital leases. During the six months ended June 30, 2018, we recorded a capital lease for a distribution center with an initial lease term of 20 years in the amount of $14.3 million, which represents a non-cash investing and financing activity. At June 30, 2018, and December 31, 2017, we had $17.8 million and $3.9 million, respectively, of capital lease obligations recorded in "Other long-term liabilities" on our Consolidated Balance Sheets.

Inventories

Inventories included the following (work in process is not material):

	June 30, 2018		December 31, 2017
	(thousands)
Finished goods and work in process	$	490,354	$	377,266
Logs	39,424		57,229
Other raw materials and supplies	42,828		42,178
	$	572,606	$	476,673

Property and Equipment

Property and equipment consisted of the following asset classes:

	June 30, 2018			December 31, 2017
	(thousands)
Land	$	40,205		$	38,606
Buildings (a)	160,785			144,404
Improvements	55,936			55,267
Mobile equipment, information technology, and office furniture	145,585			138,245
Machinery and equipment	670,850			659,708
Construction in progress	21,427			23,303
	1,094,788			1,059,533
Less accumulated depreciation	(532,763		)	(493,741		)
	$	562,025		$	565,792

___________________________________ 

(a) Capital lease assets are included in the 'Buildings' asset class.

Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under GAAP gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3).

Financial Instruments

Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and interest rate swaps. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds. As of June 30, 2018, and December 31, 2017, we held $159.4 million and $137.5 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. At June 30, 2018, and December 31, 2017, the book value of our fixed-rate debt for each period was $350.0 million, and the fair value was estimated to be $350.4 million and $369.3 million, respectively. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt. We estimated the fair value of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our term loans is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. Because the interest rate on the term loans is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our term loans approximates book value. As discussed below, we also have interest rate swaps to mitigate our variable interest rate exposure, the fair value of which is measured based on Level 2 inputs.

Interest Rate Risk and Interest Rate Swaps

We are exposed to interest rate risk arising from fluctuations in variable-rate LIBOR on our term loans and when we have loan amounts outstanding on our revolving credit facility. Our objective is to limit the variability of interest payments on our debt. To meet this objective, in 2016 we entered into receive-variable, pay-fixed interest rate swaps to change the variable-rate cash flow exposure to fixed-rate cash flows. In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk.

On February 16, 2016, and March 31, 2016, we entered into interest rate swap agreements with notional principal amounts of $50.0 million and $75.0 million, respectively, to offset risks associated with the variability in cash flows relating to interest payments that are based on one-month LIBOR. We do not speculate using derivative instruments. At June 30, 2018, and December 31, 2017, the notional principal amount of our interest rate swap agreements exceeded the $95.0 million of variable-rate debt outstanding after paying down $30.0 million of variable rate debt on our term loan in December 2016. The excess notional principal amount of our interest rate swaps over our variable-rate debt is within our management strategy as we have partially funded seasonal and intra-month working capital requirements from borrowings under our revolving credit facility.

Under the interest rate swaps, we receive LIBOR-based variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $125.0 million of variable rate debt exposure. Payments on the interest rate swaps with notional principal amounts of $50.0 million and $75.0 million are due on a monthly basis at an annual fixed rate of 1.007% and 1.256%, respectively, and expire in February 2022 and March 2022, respectively. The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in the Consolidated Statements of Operations rather than through other comprehensive income. At June 30, 2018, and December 31, 2017, we recorded long-term assets of $6.9 million and $4.7 million, respectively, in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements. The swaps were valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

Concentration of Credit Risk

We are exposed to credit risk related to customer accounts receivable. In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations. At June 30, 2018, receivables from two customers accounted for approximately 14% and 13%, respectively, of total receivables. At December 31, 2017, receivables from two customers accounted for approximately 15% and 12%, respectively, of total receivables. No other customer accounted for 10% or more of total receivables.

New and Recently Adopted Accounting Standards

In March 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The amendments in this ASU add various Securities and Exchange Commission (SEC) paragraphs pursuant to the issuance of SEC Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (Tax Act) (SAB 118). The SEC issued SAB 118 to address concerns about reporting entities' ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Act are incomplete by the due date of the financial statements and, if possible, to provide a reasonable estimate. See Note 4, Income Taxes, for our assessment of the income tax effects of the Tax Act.

In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU permits entities to reclassify stranded tax effects in accumulated other comprehensive income to retained earnings as a result of the Tax Cuts and Jobs Act enacted by the U.S. federal government on December 22, 2017. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. We anticipate adopting this ASU by the end of fourth quarter 2018 and are currently evaluating the effects on our financial statements.

In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires entities to present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. The other components of net periodic benefit cost must be presented elsewhere in the income statement and outside of income from operations if that subtotal is presented. Entities will have to disclose the line(s) used to present the other components of net periodic benefit cost if the components are not presented separately in the income statement. The guidance on the income statement presentation of the components of net periodic benefit cost must be applied retrospectively. We adopted the standard in first quarter 2018, which resulted in a change in our income from operations in an amount equal to the other components of net periodic pension cost, which was offset by a corresponding change outside of income from operations. The amount recorded outside of income from operations is presented in "Pension expense (excluding service costs)" in our Consolidated Statements of Operations. The components of net periodic cost are shown in Note 8, Retirement and Benefit Plans.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This amendment requires a lessee to recognize substantially all leases (whether operating or finance leases) on the balance sheet as a right-of-use asset and an associated lease liability. Short-term leases of 12 months or less are excluded from this amendment. For leases defined as finance leases under the new standard, the lessee subsequently recognizes interest expense and amortization of the right-of-use asset, similar to accounting for capital leases under current GAAP. For leases defined as operating leases under the new standard, the lessee subsequently recognizes straight-line lease expense over the life of the lease. This new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied using a modified retrospective transition method with the option to elect a package of practical expedients.

The adoption of this ASU will result in a significant increase to our balance sheet for lease liabilities and right-of-use assets. The extent of the increase to assets and liabilities associated with these amounts remains to be determined pending our review of existing lease contracts. We are in the process of implementing changes to our systems and control processes in conjunction with our review of existing lease agreements and anticipate these changes will go into effect when we adopt this standard. We are also in the process of evaluating the impact on our lease disclosures, but anticipate additional required disclosure. We plan to adopt the standard effective January 1, 2019, and continue to monitor potential changes to Topic 842 that have been proposed by the FASB. We will continue to assess any necessary changes to the implementation process as the guidance is updated.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU replaced most existing revenue recognition guidance in U.S. GAAP when it became effective and requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The guidance also requires additional disclosure to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. We adopted this standard effective January 1, 2018. See Note 3, Revenues, for the impact of this standard on our revenue recognition practices and additional required qualitative disclosures of our revenue recognition policies.

There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures.

Reclassifications

Certain amounts in prior year's consolidated financial statements have been reclassified to conform with current year's presentation, none of which were considered material.

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Revenues (Notes)

6 Months Ended

Jun. 30, 2018

Revenue from Contract with Customer [Abstract]

Revenues

Revenues

Adoption of ASC Topic 606, "Revenue from Contracts with Customers"

On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

There was no cumulative effect adjustment recorded to opening retained earnings as of January 1, 2018, upon adoption of Topic 606. However, the new revenue standard provides new guidance that resulted in reclassifications between "Sales" and "Materials, labor, and other operating expenses (excluding depreciation)" and "Selling and distribution expenses" for certain byproduct sales and restocking fees previously netted against these costs. The impact of the reclassifications to revenues and expenses for the three and six months ended June 30, 2018 was an increase of $7.0 million and $14.0 million, respectively, as a result of applying Topic 606. We do not expect an impact to our net income on an ongoing basis as a result of the adoption of the new standard. The new revenue standard also provides new guidance that resulted in a reclassification between trade receivables and accrued liabilities.

The effect of the changes made to our consolidated balance sheet as of January 1, 2018, for the adoption of the new revenue standard was as follows:

	Balance at December 31, 2017		Adjustments Due to ASC 606		Balance at January 1, 2018
	(thousands)
ASSETS
Receivables, trade	$	246,452	$	1,500	$	247,952
LIABILITIES
Accrued liabilities, other	55,786		1,500		57,286

In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated statement of operations and balance sheet was as follows:

	Three months ended June 30, 2018
	As Reported		Balances Without Adoption of  ASC 606		Effect of Change Higher/(Lower)
	(thousands)
STATEMENT OF OPERATIONS
Sales	$	1,408,132	$	1,401,152	$	6,980
Materials, labor, and other operating expenses (excluding depreciation)	1,193,918		1,187,376		6,542
Selling and distribution expenses	96,841		96,403		438
	Six months ended June 30, 2018
	As Reported		Balances Without Adoption of  ASC 606		Effect of Change Higher/(Lower)
	(thousands)
STATEMENT OF OPERATIONS
Sales	$	2,590,973	$	2,576,990	$	13,983
Materials, labor, and other operating expenses (excluding depreciation)	2,203,696		2,190,509		13,187
Selling and distribution expenses	180,197		179,401		796
	June 30, 2018
	As Reported		Balances Without Adoption of  ASC 606		Effect of Change Higher/(Lower)
	(thousands)
BALANCE SHEET
Assets
Receivables, trade	$	360,765	$	359,065	$	1,700
Liabilities
Accrued liabilities, other	80,306		78,606		1,700

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For revenue disaggregated by major product line for each reportable segment, see Note 12, Segment Information.

Wood Products Segment

Our Wood Products segment manufactures EWP, consisting of laminated veneer lumber (LVL), I-joists, and laminated beams, which are structural products used in applications where extra strength and consistent quality are required, such as headers and beams. LVL is also used in the manufacture of I-joists, which are assembled by combining a vertical web of oriented strand board (OSB) with top and bottom LVL or solid wood flanges. In addition, we manufacture structural, appearance, and industrial plywood panels. We also produce ponderosa pine lumber, and particleboard. Our wood products are used primarily in new residential construction, residential repair-and-remodeling markets, and light commercial construction. The majority of our wood products are sold to leading wholesalers (including our Building Materials Distribution segment), home improvement centers, retail lumberyards, and industrial converters.

For engineered wood products (EWP), plywood and veneer, lumber, byproducts, particleboard, and other products, we transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer. Control transfers when product is shipped because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. The amount of consideration we receive and revenue we recognize varies with changes in rebates and cash discounts we offer to our customers. See discussion of rebates and cash discounts below.

Building Materials Distribution Segment

Our Building Materials Distribution segment is a leading national stocking wholesale distributor of building materials. We distribute a broad line of building materials, including EWP; commodity products such as OSB, plywood, and lumber; and general line items such as siding, metal products, insulation, roofing, and composite decking. Except for EWP, we purchase most of these building materials from third-party suppliers and market them primarily to retail lumberyards, home improvement centers, and specialty distributors that then sell the products to the final end customers, who are typically professional builders, independent contractors, and homeowners engaged in residential construction projects. Substantially all of Building Materials Distribution's EWP is sourced from our Wood Products segment.

We sell products using two primary distribution methods: warehouse sales and direct sales. Warehouse sales are distributed from our warehouses to our customers. Direct sales are shipped from the manufacturer to the customer without our taking physical inventory possession. We report direct sales on a gross basis, that is, the amounts billed to our customers are recorded as "Sales," and inventory purchased from manufacturers are recorded as "Materials, labor, and other operating expenses (excluding depreciation)." We are the principal of direct sales because we control the inventory before it is transferred to our customers. Our control is evidenced by us being primarily responsible for fulfilling the promise to our customers, taking on inventory risk of returned product, and having discretion in establishing pricing.

For warehouse sales, we transfer control and recognize a sale when the customer takes physical possession of the product. Control transfers when the customer takes physical possession of the product because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. For direct sales, we transfer control and recognize a sale when the product is shipped from the manufacturer to the customer. Control transfers when product is shipped because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. The amount of consideration we receive and revenue we recognize varies with changes in customer rebates and cash discounts we offer to our customers. See discussion of rebates and cash discounts below.

Rebates and Cash Discounts

Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment. We provide the rebates to increase the sell-through of our products. Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At June 30, 2018, and December 31, 2017, we had $63.2 million and $45.5 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We estimate the expected cash discounts based on an analysis of historical experience and record cash discounts as a decrease in "Sales." We adjust our estimate of revenue at the earlier of when the probability of rebates paid and cash discounts provided changes or when the amounts become fixed. We believe that there will not be significant changes to our estimates of variable consideration.

Shipping and Handling

Fees for shipping and handling charged to customers for sales transactions are included in "Sales." When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as an expense. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)." In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers. For our Building Materials Distribution segment, costs related to shipping and handling of $40.8 million and $34.3 million, for the three months ended June 30, 2018, and 2017 respectively, and $74.3 million and $63.6 million for the six months ended June 30, 2018 and 2017, respectively, are included in "Selling and distribution expenses". In our Building Materials Distribution segment, our activities relate to the purchase and resale of finished product, and excluding shipping and handling costs from “Materials, labor, and other operating expenses (excluding depreciation)” provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions.

Other

Our payment terms vary by the type of customer and the products offered. The term between invoicing and when payment is due is not significant.

Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

We expense sales commissions when incurred as they are earned when the product is shipped. These costs are recorded within "Selling and distribution expenses."

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Income Taxes

6 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For the three and six months ended June 30, 2018, we recorded $13.8 million and $23.6 million, respectively, of income tax expense and had an effective rate of 24.9% and 23.0%, respectively. For the three months ended June 30, 2018, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes. For the six months ended June 30, 2018, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes, offset partially by excess tax benefits of vested share-based payment awards. During the three and six months ended June 30, 2017, we recorded $13.1 million and $18.2 million, respectively, of income tax expense and had an effective rate of 37.2% and 36.1%, respectively. The primary reason for the difference between the federal statutory income tax rate of 35% and the effective tax rate was the effect of state taxes.

During the six months ended June 30, 2018 and 2017, cash paid for taxes, net of refunds received, were $6.5 million and $2.5 million, respectively.

Tax Reform

On December 22, 2017, the Tax Act was enacted by the U.S. government. The legislation makes broad and complex changes to the U.S. tax code affecting the taxation of businesses in all industries. The most significant impact to our financial statements is the reduction of the corporate federal income tax rate from 35% to 21%. Other relevant provisions which may impact our financial statements include, but are not limited to, the elimination of the production activities deduction, limitations on the deductibility of certain executive compensation, bonus depreciation to allow immediate expensing of qualified property, and limitations on deductible interest expense.

As of June 30, 2018, we have not completed our assessment of the effects of the Tax Act on our financial statements. We have, however, made reasonable estimates of the effects on our existing deferred tax balances. In connection with our initial analysis of the Tax Act, we have recorded a provisional discrete tax benefit of $8.1 million during the year ended December 31, 2017. We continue to evaluate the effects of the Tax Act on our financial statements, particularly relating to the deferred balances subject to the rate reduction, the state tax impact from decisions related to federal conformity, and the cost recovery provisions of the new bonus depreciation rules. In addition, the Company continues to monitor potential legislative action and regulatory interpretations of the Tax Act. We will refine our adjustments through the permissible measurement period, which is not to extend beyond one year from enactment.

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Net Income Per Common Share

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Net Income Per Common Share

Net Income Per Common Share

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Weighted average common shares outstanding for the basic net income per common share calculation includes certain vested restricted stock units (RSUs) and performance stock units (PSUs) as there are no conditions under which those shares will not be issued. Diluted net income per common share is computed by dividing net income by the combination of other potentially dilutive weighted average common shares and the weighted average number of common shares outstanding during the period. Other potentially dilutive weighted average common shares include the dilutive effect of stock options, RSUs, and PSUs for each period using the treasury stock method. Under the treasury stock method, the exercise price of a share and the amount of compensation expense, if any, for future service that has not yet been recognized are assumed to be used to repurchase shares in the current period.

The following table sets forth the computation of basic and diluted net income per common share:

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
	(thousands, except per-share data)
Net income	$	41,825	$	22,154	$	78,875	$	32,174
Weighted average common shares outstanding during the period (for basic calculation)	38,981		38,643		38,880		38,572
Dilutive effect of other potential common shares	422		359		504		359
Weighted average common shares and potential common shares (for diluted calculation)	39,403		39,002		39,384		38,931
Net income per common share - Basic	$	1.07	$	0.57	$	2.03	$	0.83
Net income per common share - Diluted	$	1.06	$	0.57	$	2.00	$	0.83

The computation of the dilutive effect of other potential common shares excludes stock awards representing no shares of common stock in both the three months ended June 30, 2018 and 2017, and 0.1 million shares of common stock in both the six months ended June 30, 2018 and 2017. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

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Acquisitions (Notes)

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Acquisitions

Acquisitions

During second quarter 2018, our wholly owned subsidiary, Boise Cascade Building Materials Distribution, L.L.C., completed the acquisition of wholesale building material distribution locations in Nashville, Tennessee, and Medford, Oregon (collectively, the "Acquisitions"). The purchase price of the Acquisitions was $17.6 million, subject to post-closing adjustments based upon working capital targets. 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.

Goodwill represents the excess of the purchase price and related costs over the fair value of the net tangible and intangible assets of businesses acquired. The goodwill and customer relationships recognized from the Acquisitions are not deductible for U.S. income tax purposes. The useful life for customer relationships is 10 years. All of the goodwill and intangible assets were assigned to the Building Materials Distribution segment.

The purchase price allocations of the Acquisitions are preliminary and subject to post-closing working capital adjustments. The following table summarizes the allocations of the purchase price to the assets acquired and liabilities assumed, based on our estimates of the fair value at the acquisition dates:

	Acquisition Date Fair Value
	(thousands)
Accounts receivable	$	4,021
Inventories	7,310
Property and equipment	1,417
Intangible assets:
Customer relationships	2,700
Goodwill	5,021
Assets acquired	20,469
Accounts payable and accrued liabilities	1,895
Deferred income taxes	997
Liabilities assumed	2,892
Net assets acquired	$	17,577

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Debt

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Debt

Debt

Long-term debt consisted of the following:

	June 30, 2018			December 31, 2017
	(thousands)
Asset-based revolving credit facility	$	—		$	—
Asset-based credit facility term loan due 2022	50,000			50,000
Term loan due 2026	45,000			45,000
5.625% senior notes due 2024	350,000			350,000
Deferred financing costs	(6,130		)	(6,688		)
Long-term debt	$	438,870		$	438,312

Asset-Based Credit Facility

On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into an Amended and Restated Credit Agreement, as amended, (Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders. The Amended Agreement includes a $370 million senior secured asset-based revolving credit facility (Revolving Credit Facility) and a $50.0 million term loan (ABL Term Loan) maturing on May 1, 2022. Interest on borrowings under our Revolving Credit Facility and ABL Term Loan are payable monthly. Borrowings under the Amended Agreement are constrained by a borrowing base formula dependent upon levels of eligible receivables and inventory reduced by outstanding borrowings and letters of credit (Availability).

The Amended Agreement is secured by a first-priority security interest in substantially all of our assets, except for property and equipment. The proceeds of borrowings under the agreement are available for working capital and other general corporate purposes.

The Amended Agreement contains customary nonfinancial covenants, including a negative pledge covenant and restrictions on new indebtedness, investments, distributions to equity holders, asset sales, and affiliate transactions, the scope of which are dependent on the Availability existing from time to time. The Amended Agreement also contains a requirement that we meet a 1:1 fixed-charge coverage ratio (FCCR), applicable only if Availability falls below 10% of the aggregate revolving lending commitments (or $37 million). Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at June 30, 2018, was $365.4 million.

The Amended Agreement permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Amended Agreement, and (ii) pro forma Excess Availability (as defined in the Amended Agreement) is equal to or exceeds 25% of the aggregate Revolver Commitments (as defined in the Amended Agreement) or (iii) (x) pro forma Excess Availability is equal to or exceeds 15% of the aggregate Revolver Commitment and (y) our fixed-charge coverage ratio is greater than or equal to 1:1 on a pro forma basis.

Revolving Credit Facility

Interest rates under the Revolving Credit Facility are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.25% to 1.75% for loans based on LIBOR and from 0.25% to 0.75% for loans based on the base rate. The spread is determined on the basis of a pricing grid that results in a higher spread as average quarterly Availability declines. Letters of credit are subject to a fronting fee payable to the issuing bank and a fee payable to the lenders equal to the LIBOR margin rate. In addition, we are required to pay an unused commitment fee at a rate of 0.25% per annum of the average unused portion of the lending commitments.

At both June 30, 2018, and December 31, 2017, we had no borrowings outstanding under the Revolving Credit Facility and $4.6 million and $5.9 million, respectively, of letters of credit outstanding. These letters of credit and borrowings, if any, reduce Availability under the Revolving Credit Facility by an equivalent amount. During the six months ended June 30, 2018, the minimum and maximum borrowings under the Revolving Credit Facility were zero and $3.7 million, respectively, and the average interest rate on borrowings was approximately 3.12%.

ABL Term Loan

The ABL Term Loan was provided by institutions within the Farm Credit system. Borrowings under the ABL Term Loan may be repaid from time to time at the discretion of the borrowers without premium or penalty. However, any principal amount of ABL Term Loan repaid may not be subsequently re-borrowed.

Interest rates under the ABL Term Loan are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.75% to 2.25% for LIBOR rate loans and from 0.75% to 1.25% for base rate loans, both dependent on the amount of Average Excess Availability (as defined in the Amended Agreement). During the six months ended June 30, 2018, the average interest rate on the ABL Term Loan was approximately 3.51%.

We have received and expect to continue receiving patronage credits under the ABL Term Loan. Patronage credits are distributions of profits from banks in the Farm Credit system, which are cooperatives that are required to distribute profits to their members. Patronage distributions, which are generally made in cash, are received in the year after they are earned. Patronage credits are recorded as a reduction to interest expense in the year earned. After giving effect to expected patronage distributions, the effective average net interest rate on the ABL Term Loan was approximately 2.8% during the six months ended June 30, 2018.

Term Loan

On March 30, 2016 (Closing Date), Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and the guarantors party thereto, entered into a term loan agreement, as amended, (Term Loan Agreement) with American AgCredit, PCA, as administrative agent and sole lead arranger, and other banks in the Farm Credit system named therein as lenders. The Term Loan Agreement was for a $75.0 million secured term loan (Term Loan). The outstanding principal balance of the Term Loan amortizes and is payable in equal installments of $10 million per year on each of the sixth, seventh, eighth, and ninth anniversaries of the Closing Date, with the remaining principal balance due and payable on March 30, 2026. In December 2016, we prepaid $30 million of the Term Loan, which became available to reborrow as discussed below. This prepayment satisfied our principal obligations due on the sixth, seventh, and eighth anniversaries of the Closing Date. Interest on our Term Loan is payable monthly.

The Term Loan Agreement allows us to prepay the Term Loan and subsequently reborrow amounts prepaid on or before December 31, 2018. The option to reborrow applicable prepaid principal amounts expires on December 31, 2019. Reborrowings may be made in up to three instances in minimum amounts of $10 million each. In addition, amounts prepaid and eligible for reborrowing are subject to an unused line fee of 0.325% per annum times the average daily amount of the unused commitments.

Pursuant to the Term Loan Agreement, the borrowers are required to maintain, as of the end of any fiscal quarter, a Capitalization Ratio lower than 60%, a Consolidated Net Worth greater than $350 million, and Available Liquidity greater than $100 million (each as defined in the Term Loan Agreement). In addition, under the Term Loan Agreement, and subject to certain exceptions, the borrowers may not, among other things, (i) incur indebtedness, (ii) incur liens, (iii) make junior payments, (iv) make certain investments, and (v) under certain circumstances, make capital expenditures in excess of $50 million during four consecutive quarters. The Term Loan Agreement also includes customary representations of the borrowers and provides for certain events of default customary for similar facilities.

The Term Loan Agreement permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Term Loan Agreement, and (ii) our interest coverage ratio is greater than or equal to 3:1 at such time or (iii) our fixed-charge coverage ratio is greater than or equal to 1:1.

Interest rates under the Term Loan Agreement are based, at our election, on either the LIBOR or a base rate, as defined in the Term Loan Agreement, plus a spread over the index. The applicable spread for the Term Loan ranges from 1.875% to 2.125% for LIBOR rate loans, and 0.875% to 1.125% for base rate loans, both dependent on our Interest Coverage Ratio (as defined in the Term Loan Agreement). During the six months ended June 30, 2018, the average interest rate on the Term Loan was approximately 3.64%. We have received and expect to continue receiving patronage credits under the Term Loan. After giving effect to expected patronage distributions, the effective average net interest rate on the Term Loan was approximately 2.9%.

The Term Loan is secured by a first priority mortgage on our Thorsby, Alabama, and Roxboro, North Carolina, EWP facilities and a first priority security interest on the equipment and certain tangible personal property located therein.

2024 Notes

On August 29, 2016, Boise Cascade issued $350 million of 5.625% senior notes due September 1, 2024 (2024 Notes), through a private placement that was exempt from the registration requirements of the Securities Act. Interest on our 2024 Notes is payable semiannually in arrears on March 1 and September 1. The 2024 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Amended Agreement.

The 2024 Notes are senior unsecured obligations and rank equally with all of the existing and future senior indebtedness of Boise Cascade Company and of the guarantors, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Amended Agreement to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the 2024 Notes.

The terms of the indenture governing the 2024 Notes, among other things, limit the ability of Boise Cascade and our restricted subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of their assets; enter into transactions with affiliates; and sell or transfer certain assets. The indenture governing the 2024 Notes, permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the indenture, and (ii) our consolidated leverage ratio is no greater than 3.5:1, or (iii) the dividend, together with other dividends since the issue date, would not exceed our "builder" basket under the indenture. In addition, the indenture includes certain specific baskets for the payment of dividends.

The indenture governing the 2024 Notes provides for customary events of default and remedies.

Interest Rate Swaps

For information on interest rate swaps, see Interest Rate Risk and Interest Rate Swaps of Note 2, Summary of Significant Accounting Policies.

Cash Paid for Interest

For the six months ended June 30, 2018 and 2017, cash payments for interest were $11.6 million and $11.9 million, respectively.

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Retirement and Benefit Plans

6 Months Ended

Jun. 30, 2018

Retirement Benefits [Abstract]

Retirement and Benefit Plans

Retirement and Benefit Plans

Our plans consist of noncontributory defined benefit pension plans, contributory defined contribution savings plans, a deferred compensation plan, and a multiemployer health and welfare plan. On April 25, 2018, Boise Cascade transferred $151.8 million of its qualified defined benefit pension plan (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 transfer of pension plan assets, we remeasured the Pension Plan on April 25, 2018, and recorded settlement expense of $12.0 million in second quarter 2018, as well as an actuarial gain of $13.3 million. The actuarial gain was the result of an increase in discount rate from 3.40% at December 31, 2017, to 4.05% at April 25, 2018, offset partially by lower than expected returns on plan assets through April 25, 2018, and a loss from the annuitization. As a result of the transfer of pension plan assets, we have rebalanced our plan assets to modestly increase our equity securities and decrease our fixed income securities given a longer liability duration profile of the Pension Plan subsequent to the transfer. At the same time, we also updated our long-term asset return expectations for each asset class held by the pension plan. As a result of the asset allocation shift and updated view of asset return expectations, the weighted average expected return on plan assets we will use for the remainder of 2018 in our calculation of net periodic benefit cost is 4.50%, down from 4.75% used for 2018 prior to the April 25, 2018, remeasurement.

The following table presents the pension benefit costs:

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
	(thousands)
Service cost	$	198		$	301		$	403		$	602
Interest cost	3,312			4,382			7,323			8,758
Expected return on plan assets	(3,292		)	(4,742		)	(7,880		)	(9,482		)
Amortization of actuarial loss	356			410			1,177			805
Plan settlement loss	12,003			—			12,003			—
Net periodic benefit expense	$	12,577		$	351		$	13,026		$	683

Service cost is recorded in the same income statement line items as other employee compensation costs arising from services rendered, and the other components of net periodic benefit expense are recorded in "Pension expense (excluding service costs) in our Consolidated Statements of Operations.

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 $20.0 million in third quarter 2018, for which we will receive a tax deduction at the 2017 federal income tax rate.

During the six months ended June 30, 2018, we contributed $1.0 million in cash to the pension plans. For the remainder of 2018, we expect to make approximately $21.0 million in cash contributions to the pension plans, of which $20.0 million is discretionary, as noted above.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

In February 2018 and 2017, we granted two types of stock-based awards under our incentive plan: performance stock units (PSUs) and restricted stock units (RSUs).

PSU and RSU Awards

During the six months ended June 30, 2018, we granted 78,976 PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the number of shares actually awarded will range from 0% and 200% of the target amount, depending upon Boise Cascade's 2018 return on invested capital (ROIC), determined in accordance with the related grant agreement. For the other employees, the number of shares actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade’s 2018 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, determined in accordance with the related grant agreement. Because the ROIC and EBITDA components contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.

During the six months ended June 30, 2017, we granted 178,021 PSUs to our officers and other employees, subject to performance and service conditions. During the 2017 performance period, officers and other employees earned 135% and 145%, respectively, of the target based on Boise Cascade’s 2017 ROIC and EBITDA, determined by our Compensation Committee in accordance with the related grant agreement.

During the six months ended June 30, 2018 and 2017, we granted an aggregate of 99,087 and 209,697 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

The PSUs granted to officers in 2018, if earned, generally vest over a three year period from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date. All PSU grants are subject to final determination of meeting the performance condition by the Compensation Committee of our board of directors. The RSUs granted to officers and other employees vest in three equal tranches each year after the grant date. The RSUs granted to nonemployee directors vest over a one-year period.

We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date. During the six months ended June 30, 2018 and 2017, the total fair value of PSUs and RSUs vested was $15.2 million and $8.4 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the six months ended June 30, 2018:

	PSUs				RSUs
	Number of shares		Weighted Average Grant-Date Fair Value		Number of shares		Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2017	487,160		$	20.76	403,252		$	23.06
Granted	78,976		43.05		99,087		43.08
Performance condition adjustment (a)	67,835		27.05		—		—
Vested	(181,638	)	20.20		(198,928	)	23.48
Forfeited	(10,784	)	27.09		(9,203	)	27.08
Outstanding, June 30, 2018	441,549		$	25.79	294,208		$	29.39

_______________________________ 

(a) Performance condition adjustment represents additional PSU's granted, as other employees earned 145% of the target based on Boise Cascade's 2017 EBITDA and officers earned 135% of the target based on Boise Cascade’s 2017 ROIC.

Compensation Expense

We record compensation expense over the awards' vesting period and account for share-based award forfeitures as they occur, rather than making estimates of future forfeitures. Any shares not vested are forfeited. We recognize stock awards with only service conditions on a straight-line basis over the requisite service period. Most of our share-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations. Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
	(thousands)
PSUs	$	1,231	$	1,094	$	2,318	$	2,015
RSUs	1,214		1,347		2,413		2,428
Total	$	2,445	$	2,441	$	4,731	$	4,443

The related tax benefit for the six months ended June 30, 2018 and 2017, was $1.2 million and $1.7 million, respectively. As of June 30, 2018, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $14.5 million. This expense is expected to be recognized over a weighted-average period of 1.9 years.

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Stockholders' Equity

6 Months Ended

Jun. 30, 2018

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders' Equity

Dividends

On November 14, 2017, we announced that our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock. During each of the first and second quarters of 2018, we declared and paid a dividend of $0.07 per share of our common stock, resulting in $5.5 million of dividends paid to shareholders during the six months ended June 30, 2018. We did not declare or pay any cash dividends on our common stock during the six months ended June 30, 2017. 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. For a description of the restrictions in our asset-based credit facility, Term Loan, and the indenture governing our senior notes on our ability to pay dividends, see Note 7, Debt.

Accumulated Other Comprehensive Loss

The following table details the changes in accumulated other comprehensive loss for the three and six months ended June 30, 2018 and 2017:

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
	(thousands)
Beginning balance, net of taxes	$	(76,089	)	$	(82,769	)	$	(76,702	)	$	(83,012	)
Net actuarial gain, before taxes	13,340			—			13,340			—
Amortization of actuarial loss, before taxes (a)	356			410			1,177			805
Effect of settlements, before taxes (a)	12,003			—			12,003			—
Income taxes	(6,517		)	(158		)	(6,725		)	(310		)
Ending balance, net of taxes	$	(56,907	)	$	(82,517	)	$	(56,907	)	$	(82,517	)

___________________________________ 

(a) Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost. For additional information, see Note 8, Retirement and Benefit Plans.

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Transactions With Related Party

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Transactions With Related Party

Transactions With Related Party

Louisiana Timber Procurement Company, L.L.C. (LTP) is an unconsolidated variable-interest entity that is 50% owned by us and 50% owned by Packaging Corporation of America (PCA). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of us and PCA in Louisiana. We are not the primary beneficiary of LTP as we do not have power to direct the activities that most significantly affect the economic performance of LTP. Accordingly, we do not consolidate LTP's results in our financial statements.

Sales

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $4.6 million during both the three months ended June 30, 2018 and 2017, and $8.9 million and $9.6 million, respectively, during the six months ended June 30, 2018 and 2017. These sales are recorded in "Sales" in our Consolidated Statements of Operations.

Costs and Expenses

Related-party wood fiber purchases from LTP were $22.6 million and $20.6 million, respectively, during the three months ended June 30, 2018 and 2017, and $43.0 million and $42.4 million, respectively, during the six months ended June 30, 2018 and 2017. These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.

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Segment Information

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Segment Information

Segment Information

We operate our business using two reportable segments: Wood Products and Building Materials Distribution. Corporate and Other results are presented as reconciling items to arrive at total net sales and operating income. There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 14, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 Form 10-K.

Wood Products and Building Materials Distribution segment sales to external customers, including related parties, by product line are as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
	(millions)
Wood Products
LVL (a)	$	9.8	$	9.3	$	23.2	$	25.3
I-joists (a)	7.9		7.6		17.8		18.7
Other engineered wood products (a)	5.8		5.4		12.3		10.4
Plywood and veneer	96.7		79.2		183.7		151.6
Lumber	25.0		22.5		49.9		43.5
Byproducts (b)	22.8		13.4		44.9		27.3
Particleboard	11.8		11.7		22.6		22.5
Other	14.7		9.1		30.2		17.7
	194.3		158.2		384.8		317.0
Building Materials Distribution
Commodity	602.7		453.8		1,093.2		832.8
General line	392.9		341.6		708.1		617.4
Engineered wood products	218.2		185.3		404.8		346.2
	1,213.8		980.7		2,206.1		1,796.4
	$	1,408.1	$	1,138.9	$	2,591.0	$	2,113.4

 ___________________________________ 

(a) Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our Building Materials Distribution segment, as well as the cost of EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, retail lumberyards, and professional builders). For six months ended June 30, 2018, approximately 73% of Wood Products' EWP sales volumes were to our Building Materials Distribution segment.

(b) As discussed in Note 3, Revenues, prior period amounts have not been adjusted under the modified retrospective method upon adoption of ASC Topic 606, Revenue from Contracts with Customers.

An analysis of our operations by segment is as follows: 

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
	(thousands)
Net sales by segment
Wood Products	$	425,483		$	350,277		$	823,474		$	675,934
Building Materials Distribution	1,213,783			980,706			2,206,164			1,796,389
Intersegment eliminations and other (a)	(231,134		)	(192,044		)	(438,665		)	(358,941		)
Total net sales	$	1,408,132		$	1,138,939		$	2,590,973		$	2,113,382
Segment operating income
Wood Products	$	36,482		$	15,395		$	62,603		$	22,783
Building Materials Distribution	47,713			34,509			80,101			54,474
Total segment operating income	84,195			49,904			142,704			77,257
Unallocated corporate and other	(10,139		)	(7,405		)	(16,844		)	(13,633		)
Income from operations	$	74,056		$	42,499		$	125,860		$	63,624

___________________________________ 

(a) Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment.

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Commitments, Legal Proceedings and Contingencies, and Guarantees

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments, Legal Proceedings and Contingencies, and Guarantees

Commitments, Legal Proceedings and Contingencies, and Guarantees

Commitments

We are a party to a number of long-term log supply agreements that are discussed in Note 15, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 Form 10-K. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business. As of June 30, 2018, there have been no material changes to the above commitments disclosed in the 2017 Form 10-K.

Legal Proceedings and Contingencies

We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, and employment-related claims, among others. As of the date of this filing, we believe it is not reasonably possible that any of the legal actions against us will, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

Guarantees

We provide guarantees, indemnifications, and assurances to others. Note 15, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2017 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of June 30, 2018, there have been no material changes to the guarantees disclosed in the 2017 Form 10-K.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Use of Estimates [Policy Text Block]

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement, medical, and workers' compensation benefits; stock-based compensation; fair value measurements; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

Vendor Rebates and Allowances [Policy Text Block]

Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.

Lessee, Leases [Policy Text Block]

For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably assured of exercising.

Fair Value [Policy Text Block]

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under GAAP gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3).

Financial Instruments [Policy Text Block]

Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and interest rate swaps. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds. As of June 30, 2018, and December 31, 2017, we held $159.4 million and $137.5 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. At June 30, 2018, and December 31, 2017, the book value of our fixed-rate debt for each period was $350.0 million, and the fair value was estimated to be $350.4 million and $369.3 million, respectively. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt. We estimated the fair value of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our term loans is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. Because the interest rate on the term loans is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our term loans approximates book value. As discussed below, we also have interest rate swaps to mitigate our variable interest rate exposure, the fair value of which is measured based on Level 2 inputs.

Derivatives [Policy Text Block]

In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk.

New and recently adopted accounting standards [Policy Text Block]

In March 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The amendments in this ASU add various Securities and Exchange Commission (SEC) paragraphs pursuant to the issuance of SEC Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (Tax Act) (SAB 118). The SEC issued SAB 118 to address concerns about reporting entities' ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Act are incomplete by the due date of the financial statements and, if possible, to provide a reasonable estimate. See Note 4, Income Taxes, for our assessment of the income tax effects of the Tax Act.

In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU permits entities to reclassify stranded tax effects in accumulated other comprehensive income to retained earnings as a result of the Tax Cuts and Jobs Act enacted by the U.S. federal government on December 22, 2017. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. We anticipate adopting this ASU by the end of fourth quarter 2018 and are currently evaluating the effects on our financial statements.

In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires entities to present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. The other components of net periodic benefit cost must be presented elsewhere in the income statement and outside of income from operations if that subtotal is presented. Entities will have to disclose the line(s) used to present the other components of net periodic benefit cost if the components are not presented separately in the income statement. The guidance on the income statement presentation of the components of net periodic benefit cost must be applied retrospectively. We adopted the standard in first quarter 2018, which resulted in a change in our income from operations in an amount equal to the other components of net periodic pension cost, which was offset by a corresponding change outside of income from operations. The amount recorded outside of income from operations is presented in "Pension expense (excluding service costs)" in our Consolidated Statements of Operations. The components of net periodic cost are shown in Note 8, Retirement and Benefit Plans.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This amendment requires a lessee to recognize substantially all leases (whether operating or finance leases) on the balance sheet as a right-of-use asset and an associated lease liability. Short-term leases of 12 months or less are excluded from this amendment. For leases defined as finance leases under the new standard, the lessee subsequently recognizes interest expense and amortization of the right-of-use asset, similar to accounting for capital leases under current GAAP. For leases defined as operating leases under the new standard, the lessee subsequently recognizes straight-line lease expense over the life of the lease. This new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The guidance is to be applied using a modified retrospective transition method with the option to elect a package of practical expedients.

The adoption of this ASU will result in a significant increase to our balance sheet for lease liabilities and right-of-use assets. The extent of the increase to assets and liabilities associated with these amounts remains to be determined pending our review of existing lease contracts. We are in the process of implementing changes to our systems and control processes in conjunction with our review of existing lease agreements and anticipate these changes will go into effect when we adopt this standard. We are also in the process of evaluating the impact on our lease disclosures, but anticipate additional required disclosure. We plan to adopt the standard effective January 1, 2019, and continue to monitor potential changes to Topic 842 that have been proposed by the FASB. We will continue to assess any necessary changes to the implementation process as the guidance is updated.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU replaced most existing revenue recognition guidance in U.S. GAAP when it became effective and requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The guidance also requires additional disclosure to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. We adopted this standard effective January 1, 2018. See Note 3, Revenues, for the impact of this standard on our revenue recognition practices and additional required qualitative disclosures of our revenue recognition policies.

Revenue Recognition [Policy Text Block]

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For revenue disaggregated by major product line for each reportable segment, see Note 12, Segment Information.

Wood Products Segment

Our Wood Products segment manufactures EWP, consisting of laminated veneer lumber (LVL), I-joists, and laminated beams, which are structural products used in applications where extra strength and consistent quality are required, such as headers and beams. LVL is also used in the manufacture of I-joists, which are assembled by combining a vertical web of oriented strand board (OSB) with top and bottom LVL or solid wood flanges. In addition, we manufacture structural, appearance, and industrial plywood panels. We also produce ponderosa pine lumber, and particleboard. Our wood products are used primarily in new residential construction, residential repair-and-remodeling markets, and light commercial construction. The majority of our wood products are sold to leading wholesalers (including our Building Materials Distribution segment), home improvement centers, retail lumberyards, and industrial converters.

For engineered wood products (EWP), plywood and veneer, lumber, byproducts, particleboard, and other products, we transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer. Control transfers when product is shipped because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. The amount of consideration we receive and revenue we recognize varies with changes in rebates and cash discounts we offer to our customers. See discussion of rebates and cash discounts below.

Building Materials Distribution Segment

Our Building Materials Distribution segment is a leading national stocking wholesale distributor of building materials. We distribute a broad line of building materials, including EWP; commodity products such as OSB, plywood, and lumber; and general line items such as siding, metal products, insulation, roofing, and composite decking. Except for EWP, we purchase most of these building materials from third-party suppliers and market them primarily to retail lumberyards, home improvement centers, and specialty distributors that then sell the products to the final end customers, who are typically professional builders, independent contractors, and homeowners engaged in residential construction projects. Substantially all of Building Materials Distribution's EWP is sourced from our Wood Products segment.

We sell products using two primary distribution methods: warehouse sales and direct sales. Warehouse sales are distributed from our warehouses to our customers. Direct sales are shipped from the manufacturer to the customer without our taking physical inventory possession. We report direct sales on a gross basis, that is, the amounts billed to our customers are recorded as "Sales," and inventory purchased from manufacturers are recorded as "Materials, labor, and other operating expenses (excluding depreciation)." We are the principal of direct sales because we control the inventory before it is transferred to our customers. Our control is evidenced by us being primarily responsible for fulfilling the promise to our customers, taking on inventory risk of returned product, and having discretion in establishing pricing.

For warehouse sales, we transfer control and recognize a sale when the customer takes physical possession of the product. Control transfers when the customer takes physical possession of the product because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. For direct sales, we transfer control and recognize a sale when the product is shipped from the manufacturer to the customer. Control transfers when product is shipped because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. The amount of consideration we receive and revenue we recognize varies with changes in customer rebates and cash discounts we offer to our customers. See discussion of rebates and cash discounts below.

Rebates and Cash Discounts

Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment. We provide the rebates to increase the sell-through of our products. Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At June 30, 2018, and December 31, 2017, we had $63.2 million and $45.5 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We estimate the expected cash discounts based on an analysis of historical experience and record cash discounts as a decrease in "Sales." We adjust our estimate of revenue at the earlier of when the probability of rebates paid and cash discounts provided changes or when the amounts become fixed. We believe that there will not be significant changes to our estimates of variable consideration.

Shipping and Handling

Fees for shipping and handling charged to customers for sales transactions are included in "Sales." When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as an expense. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)." In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers. For our Building Materials Distribution segment, costs related to shipping and handling of $40.8 million and $34.3 million, for the three months ended June 30, 2018, and 2017 respectively, and $74.3 million and $63.6 million for the six months ended June 30, 2018 and 2017, respectively, are included in "Selling and distribution expenses". In our Building Materials Distribution segment, our activities relate to the purchase and resale of finished product, and excluding shipping and handling costs from “Materials, labor, and other operating expenses (excluding depreciation)” provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions.

Other

Our payment terms vary by the type of customer and the products offered. The term between invoicing and when payment is due is not significant.

Revenue, Transaction Price Measurement, Tax Exclusion [Policy Text Block]

Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

Commissions Expense [Policy Text Block]

We expense sales commissions when incurred as they are earned when the product is shipped. These costs are recorded within "Selling and distribution expenses."

Compensation Related Costs [Policy Text Block]

We record compensation expense over the awards' vesting period and account for share-based award forfeitures as they occur, rather than making estimates of future forfeitures. Any shares not vested are forfeited. We recognize stock awards with only service conditions on a straight-line basis over the requisite service period.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Inventories [Table Text Block]

Inventories included the following (work in process is not material):

	June 30, 2018		December 31, 2017
	(thousands)
Finished goods and work in process	$	490,354	$	377,266
Logs	39,424		57,229
Other raw materials and supplies	42,828		42,178
	$	572,606	$	476,673

Property and Equipment [Table Text Block]

Property and equipment consisted of the following asset classes:

	June 30, 2018			December 31, 2017
	(thousands)
Land	$	40,205		$	38,606
Buildings (a)	160,785			144,404
Improvements	55,936			55,267
Mobile equipment, information technology, and office furniture	145,585			138,245
Machinery and equipment	670,850			659,708
Construction in progress	21,427			23,303
	1,094,788			1,059,533
Less accumulated depreciation	(532,763		)	(493,741		)
	$	562,025		$	565,792

___________________________________ 

(a) Capital lease assets are included in the 'Buildings' asset class.

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Revenues (Tables)

6 Months Ended

Jun. 30, 2018

Revenue from Contract with Customer [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

The effect of the changes made to our consolidated balance sheet as of January 1, 2018, for the adoption of the new revenue standard was as follows:

	Balance at December 31, 2017		Adjustments Due to ASC 606		Balance at January 1, 2018
	(thousands)
ASSETS
Receivables, trade	$	246,452	$	1,500	$	247,952
LIABILITIES
Accrued liabilities, other	55,786		1,500		57,286

In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated statement of operations and balance sheet was as follows:

	Three months ended June 30, 2018
	As Reported		Balances Without Adoption of  ASC 606		Effect of Change Higher/(Lower)
	(thousands)
STATEMENT OF OPERATIONS
Sales	$	1,408,132	$	1,401,152	$	6,980
Materials, labor, and other operating expenses (excluding depreciation)	1,193,918		1,187,376		6,542
Selling and distribution expenses	96,841		96,403		438
	Six months ended June 30, 2018
	As Reported		Balances Without Adoption of  ASC 606		Effect of Change Higher/(Lower)
	(thousands)
STATEMENT OF OPERATIONS
Sales	$	2,590,973	$	2,576,990	$	13,983
Materials, labor, and other operating expenses (excluding depreciation)	2,203,696		2,190,509		13,187
Selling and distribution expenses	180,197		179,401		796
	June 30, 2018
	As Reported		Balances Without Adoption of  ASC 606		Effect of Change Higher/(Lower)
	(thousands)
BALANCE SHEET
Assets
Receivables, trade	$	360,765	$	359,065	$	1,700
Liabilities
Accrued liabilities, other	80,306		78,606		1,700

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Net Income Per Common Share (Tables)

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Net Income Per Common Share [Table Text Block]

The following table sets forth the computation of basic and diluted net income per common share:

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
	(thousands, except per-share data)
Net income	$	41,825	$	22,154	$	78,875	$	32,174
Weighted average common shares outstanding during the period (for basic calculation)	38,981		38,643		38,880		38,572
Dilutive effect of other potential common shares	422		359		504		359
Weighted average common shares and potential common shares (for diluted calculation)	39,403		39,002		39,384		38,931
Net income per common share - Basic	$	1.07	$	0.57	$	2.03	$	0.83
Net income per common share - Diluted	$	1.06	$	0.57	$	2.00	$	0.83

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Fair value at the date of the Acquisition [Table Text Block]

The following table summarizes the allocations of the purchase price to the assets acquired and liabilities assumed, based on our estimates of the fair value at the acquisition dates:

	Acquisition Date Fair Value
	(thousands)
Accounts receivable	$	4,021
Inventories	7,310
Property and equipment	1,417
Intangible assets:
Customer relationships	2,700
Goodwill	5,021
Assets acquired	20,469
Accounts payable and accrued liabilities	1,895
Deferred income taxes	997
Liabilities assumed	2,892
Net assets acquired	$	17,577

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Debt (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Debt [Table Text Block]

Long-term debt consisted of the following:

	June 30, 2018			December 31, 2017
	(thousands)
Asset-based revolving credit facility	$	—		$	—
Asset-based credit facility term loan due 2022	50,000			50,000
Term loan due 2026	45,000			45,000
5.625% senior notes due 2024	350,000			350,000
Deferred financing costs	(6,130		)	(6,688		)
Long-term debt	$	438,870		$	438,312

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Retirement and Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2018

Retirement Benefits [Abstract]

Retirement and Benefit Plans [Table Text Block]

The following table presents the pension benefit costs:

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
	(thousands)
Service cost	$	198		$	301		$	403		$	602
Interest cost	3,312			4,382			7,323			8,758
Expected return on plan assets	(3,292		)	(4,742		)	(7,880		)	(9,482		)
Amortization of actuarial loss	356			410			1,177			805
Plan settlement loss	12,003			—			12,003			—
Net periodic benefit expense	$	12,577		$	351		$	13,026		$	683

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Nonvested Share Activity [Table Text Block]

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the six months ended June 30, 2018:

	PSUs				RSUs
	Number of shares		Weighted Average Grant-Date Fair Value		Number of shares		Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2017	487,160		$	20.76	403,252		$	23.06
Granted	78,976		43.05		99,087		43.08
Performance condition adjustment (a)	67,835		27.05		—		—
Vested	(181,638	)	20.20		(198,928	)	23.48
Forfeited	(10,784	)	27.09		(9,203	)	27.08
Outstanding, June 30, 2018	441,549		$	25.79	294,208		$	29.39

_______________________________ 

(a) Performance condition adjustment represents additional PSU's granted, as other employees earned 145% of the target based on Boise Cascade's 2017 EBITDA and officers earned 135% of the target based on Boise Cascade’s 2017 ROIC.

Stock-Based Compensation Expense Recognized [Table Text Block]

Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
	(thousands)
PSUs	$	1,231	$	1,094	$	2,318	$	2,015
RSUs	1,214		1,347		2,413		2,428
Total	$	2,445	$	2,441	$	4,731	$	4,443

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Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2018

Stockholders' Equity Note [Abstract]

Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]

The following table details the changes in accumulated other comprehensive loss for the three and six months ended June 30, 2018 and 2017:

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
	(thousands)
Beginning balance, net of taxes	$	(76,089	)	$	(82,769	)	$	(76,702	)	$	(83,012	)
Net actuarial gain, before taxes	13,340			—			13,340			—
Amortization of actuarial loss, before taxes (a)	356			410			1,177			805
Effect of settlements, before taxes (a)	12,003			—			12,003			—
Income taxes	(6,517		)	(158		)	(6,725		)	(310		)
Ending balance, net of taxes	$	(56,907	)	$	(82,517	)	$	(56,907	)	$	(82,517	)

___________________________________ 

(a) Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost. For additional information, see Note 8, Retirement and Benefit Plans.

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Sales by Product Line [Table Text Block]

Wood Products and Building Materials Distribution segment sales to external customers, including related parties, by product line are as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
	(millions)
Wood Products
LVL (a)	$	9.8	$	9.3	$	23.2	$	25.3
I-joists (a)	7.9		7.6		17.8		18.7
Other engineered wood products (a)	5.8		5.4		12.3		10.4
Plywood and veneer	96.7		79.2		183.7		151.6
Lumber	25.0		22.5		49.9		43.5
Byproducts (b)	22.8		13.4		44.9		27.3
Particleboard	11.8		11.7		22.6		22.5
Other	14.7		9.1		30.2		17.7
	194.3		158.2		384.8		317.0
Building Materials Distribution
Commodity	602.7		453.8		1,093.2		832.8
General line	392.9		341.6		708.1		617.4
Engineered wood products	218.2		185.3		404.8		346.2
	1,213.8		980.7		2,206.1		1,796.4
	$	1,408.1	$	1,138.9	$	2,591.0	$	2,113.4

 ___________________________________ 

(a) Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our Building Materials Distribution segment, as well as the cost of EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, retail lumberyards, and professional builders). For six months ended June 30, 2018, approximately 73% of Wood Products' EWP sales volumes were to our Building Materials Distribution segment.

(b) As discussed in Note 3, Revenues, prior period amounts have not been adjusted under the modified retrospective method upon adoption of ASC Topic 606, Revenue from Contracts with Customers.

Segment information [Table Text Block]

An analysis of our operations by segment is as follows: 

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
	(thousands)
Net sales by segment
Wood Products	$	425,483		$	350,277		$	823,474		$	675,934
Building Materials Distribution	1,213,783			980,706			2,206,164			1,796,389
Intersegment eliminations and other (a)	(231,134		)	(192,044		)	(438,665		)	(358,941		)
Total net sales	$	1,408,132		$	1,138,939		$	2,590,973		$	2,113,382
Segment operating income
Wood Products	$	36,482		$	15,395		$	62,603		$	22,783
Building Materials Distribution	47,713			34,509			80,101			54,474
Total segment operating income	84,195			49,904			142,704			77,257
Unallocated corporate and other	(10,139		)	(7,405		)	(16,844		)	(13,633		)
Income from operations	$	74,056		$	42,499		$	125,860		$	63,624

___________________________________ 

(a) Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment.

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Nature of Operations and Consolidation (Details)	6 Months Ended
	Jun. 30, 2018 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of Reportable Segments	2

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Summary of Significant Accounting Policies Summary of Significant Accounting Policies:Vendor Rebates and Allowances (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Vendor Rebates and Allowances	$ 7.6	$ 6.7

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Summary of Significant Accounting Policies Summary of Significant Accounting Policies:Leases (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Accounting Policies [Abstract]
Rental expense	$ 4.6	$ 4.8	$ 9.2	$ 9.5
Other Noncurrent Liabilities [Member]
Capital Leased Assets [Line Items]
Capital Lease Obligations, Noncurrent	$ 17.8		$ 17.8		$ 3.9
Building [Member]
Capital Leased Assets [Line Items]
Lessee, Capital Lease, Term of Contract			20 years
Capital Lease Obligations Incurred			$ 14.3

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Summary of Significant Accounting Policies:Inventory Valuation (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Inventory, Net [Abstract]
Finished goods and work in process	$ 490,354	$ 377,266
Logs	39,424	57,229
Other raw materials and supplies	42,828	42,178
Inventories	$ 572,606	$ 476,673

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Summary of Significant Accounting Policies:Property and Equipment (Details) - USD ($) $ in Thousands		Jun. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 1,094,788	$ 1,059,533
Less accumulated depreciation		(532,763)	(493,741)
Property and equipment, net		562,025	565,792
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		40,205	38,606
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	[1]	160,785	144,404
Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		55,936	55,267
Mobile equipment, information technology, and office furniture [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		145,585	138,245
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		670,850	659,708
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 21,427	$ 23,303

[1] Capital lease assets are included in the 'Buildings' asset class.

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Summary of Significant Accounting Policies:Financial Instruments (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Reported Value Measurement [Member] | 5.625% Senior Notes Due 2024 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Fixed-rate debt	$ 350.0	$ 350.0
Level 2 [Member] | Estimate of Fair Value Measurement [Member] | 5.625% Senior Notes Due 2024 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Fixed-rate debt	350.4	369.3
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Cash equivalents, fair value	$ 159.4	$ 137.5

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Summary of Significant Accounting Policies Summary of Significant Accounting Policies:Interest Rate Risk and Interest Rate Swaps (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended		12 Months Ended
	Dec. 31, 2016	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2017	Mar. 31, 2016	Feb. 16, 2016
Interest Rate Derivatives [Line Items]
Long-term debt		$ 438,870			$ 438,312
Repayments of Term Debt		7,500	$ 366,400
Term Loans Due 2022 and 2026 [Member]
Interest Rate Derivatives [Line Items]
Long-term debt		95,000			95,000
Debt Instrument, Face Amount		125,000
Term Loan Due 2026 [Member]
Interest Rate Derivatives [Line Items]
Repayments of Term Debt	$ 30,000			$ 30,000
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Level 2 [Member] | Other assets [Member]
Interest Rate Derivatives [Line Items]
Fair value of interest rate swap agreements, Asset		$ 6,900			$ 4,700
Interest Rate Swap - $50 million notional amount fixed at 1.007% [Member] | Not Designated as Hedging Instrument [Member]
Interest Rate Derivatives [Line Items]
Interest rate swaps, notional amount							$ 50,000
Interest rate swaps, fixed interest rate							1.007%
Interest Rate Swap - $75 million notional amount fixed at 1.256% [Member] | Not Designated as Hedging Instrument [Member]
Interest Rate Derivatives [Line Items]
Interest rate swaps, notional amount						$ 75,000
Interest rate swaps, fixed interest rate						1.256%

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Summary of Significant Accounting Policies Summary of Significant Accounting Policies:Concentration of Credit Risk (Details) - Accounts Receivable [Member] - Credit Concentration Risk [Member]	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Customer Two [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	14.00%	15.00%
Customer One [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	13.00%	12.00%

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Revenues:Effect of change related to ASU 2014-09 (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Jan. 02, 2018	Jan. 01, 2018	Dec. 31, 2017
Balance Sheet [Abstract]
Retained earnings	$ 434,534,000		$ 434,534,000				$ 361,243,000
Receivables, trade	360,765,000		360,765,000		$ 247,952,000		246,452,000
Accrued liabilities, other	80,306,000		80,306,000		$ 57,286,000		$ 55,786,000
Income Statement [Abstract]
Sales	1,408,132,000		2,590,973,000
Materials, labor, and other operating expenses (excluding depreciation)	1,193,918,000	$ 980,210,000	2,203,696,000	$ 1,826,969,000
Selling and distribution expenses	96,841,000	$ 82,308,000	180,197,000	$ 155,988,000
Accounting Standards Update 2014-09 [Member] | Calculated under Revenue Guidance in Effect before Topic 606 [Member]
Balance Sheet [Abstract]
Receivables, trade	359,065,000		359,065,000
Accrued liabilities, other	78,606,000		78,606,000
Income Statement [Abstract]
Sales	1,401,152,000		2,576,990,000
Materials, labor, and other operating expenses (excluding depreciation)	1,187,376,000		2,190,509,000
Selling and distribution expenses	96,403,000		179,401,000
Accounting Standards Update 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member]
Balance Sheet [Abstract]
Retained earnings						$ 0
Receivables, trade	1,700,000		1,700,000			1,500,000
Accrued liabilities, other	1,700,000		1,700,000			$ 1,500,000
Income Statement [Abstract]
Sales	6,980,000		13,983,000
Materials, labor, and other operating expenses (excluding depreciation)	6,542,000		13,187,000
Selling and distribution expenses	$ 438,000		$ 796,000

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Revenues:Recognition (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) Distribution	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Customer Rebates and Allowances	$ 63.2		$ 63.2		$ 45.5
Building Materials Distribution [Member]
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Number of Primary Distribution Methods | Distribution			2
Building Materials Distribution [Member] | Shipping and Handling [Member]
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Cost of Goods and Services Sold	$ 40.8	$ 34.3	$ 74.3	$ 63.6

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income tax provision	$ 13,835	$ 13,147	$ 23,625	$ 18,213
Effective income tax rate (as a percent)	24.90%	37.20%	23.00%	36.10%
Statutory U.S. income tax rate (as a percent)	21.00%	35.00%	21.00%	35.00%	35.00%
Income taxes paid (refunds), net			$ 6,500	$ 2,500
Tax Cuts and Jobs Act of 2017 Incomplete Accounting Provisional Income Tax Expense (Benefit)					$ (8,100)

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Net Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Earnings Per Share [Abstract]
Net income	$ 41,825	$ 22,154	$ 78,875	$ 32,174
Computation of basic and diluted net income per common share
Weighted average common shares outstanding during the period (for basic calculation)	38,981	38,643	38,880	38,572
Dilutive effect of other potential common shares	422	359	504	359
Weighted average common shares and potential common shares (for diluted calculation)	39,403	39,002	39,384	38,931
Net income per common share - Basic	$ 1.07	$ 0.57	$ 2.03	$ 0.83
Net income per common share - Diluted	$ 1.06	$ 0.57	$ 2.00	$ 0.83
Stock awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive stock awards	0	0	100	100

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Acquisitions (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Goodwill	$ 60,454	$ 55,433
Nashville and Medford BMD Facilities [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	17,600
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Accounts receivable	4,021
Inventories	7,310
Property and equipment	1,417
Customer relationships	2,700
Goodwill	5,021
Assets acquired	20,469
Accounts payable and accrued liabilities	1,895
Deferred income taxes	997
Liabilities assumed	2,892
Net assets acquired	$ 17,577
Customer Relationships [Member] | Nashville and Medford BMD Facilities [Member]
Business Acquisition [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years

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Debt:Summary Table (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Deferred financing costs	$ (6,130)	$ (6,688)
Long-term debt	438,870	438,312
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	0	0
Asset based Credit Facility Term Loan Due 2022
Debt Instrument [Line Items]
Long-term Debt, Gross	50,000	50,000
Term Loan Due 2026 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	45,000	45,000
5.625% Senior Notes Due 2024 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 350,000	$ 350,000

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Debt Asset-Based Revolving Credit Facility (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	May 15, 2015
AssetBasedCreditFacility [Member]
Line of Credit Facility [Line Items]
Fixed charge coverage ratio requirement, if availability falls below 10% of aggregate lending commitments (as a percent)	100.00%
Threshold of availability as a percentage of aggregate lending commitments, below which 1:1 fixed charge coverage ratio must be met	10.00%
Threshold of availability, below which 1:1 fixed charge coverage ratio must be met	$ 37,000
Current availability	$ 365,400
Dividend restriction, single threshold, percentage of aggregate Revolver Commitments	25.00%
Dividend restriction, combination thresholds, percentage of aggregate Revolver Commitments	15.00%
Dividend restriction, combination thresholds, fixed-charge coverage ratio (as a percent)	100.00%
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 370,000
Commitment fee rate (as a percentage)	0.25%
Amount outstanding on Revolving Credit Facility	$ 0	$ 0
Letters of credit outstanding	4,600	$ 5,900
Revolving Credit Facility, Minimum Amount Outstanding During Period	0
Revolving Credit Facility, Maximum Amount Outstanding During Period	$ 3,700
Revolving Credit Facility, Average Interest Rate During Period	3.12%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	1.25%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	1.75%
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	0.25%
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	0.75%
Asset based Credit Facility Term Loan Due 2022
ABL Term Loan [Abstract]
Debt Instrument, Face Amount			$ 50,000
Debt Instrument, Interest Rate During Period	3.51%
Debt Instrument, Interest Rate During Period With Patronage Credits	2.80%
Asset based Credit Facility Term Loan Due 2022 | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	1.75%
Asset based Credit Facility Term Loan Due 2022 | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	2.25%
Asset based Credit Facility Term Loan Due 2022 | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	0.75%
Asset based Credit Facility Term Loan Due 2022 | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	1.25%

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Debt Debt:Term Loan (Details) $ in Thousands	1 Months Ended	6 Months Ended		12 Months Ended
	Dec. 31, 2016 USD ($)	Jun. 30, 2018 USD ($) Integer9 Integer8	Jun. 30, 2017 USD ($)	Dec. 31, 2016 USD ($)	Mar. 30, 2016 USD ($)
Debt Instrument [Line Items]
Repayments of Long-term Debt		$ 7,500	$ 366,400
Term Loan Due 2026 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount					$ 75,000
Debt Instrument, Periodic Payment, Principal		$ 10,000
Debt Instrument, Date of First Required Payment		Mar. 30, 2022
Debt Instrument, Frequency of Periodic Payment		annual
Repayments of Long-term Debt	$ 30,000			$ 30,000
Debt Instrument, Unused Borrowing Capacity, Amount	$ 30,000			$ 30,000
Number of reborrowing instances allowed | Integer8		3
Minimum reborrowing amounts		$ 10,000
Debt Instrument, Unused Borrowing Capacity, Fee (as a percentage)		0.325%
Debt Instrument, Covenant, Capitalization Ratio, Maximum (as a percent)		60.00%
Debt Instrument, Covenant, Consolidated Net Worth, Minimum		$ 350,000
Debt Instrument, Covenant, Available Liquidity, Minimum		100,000
Threshold of amount of capital expenditures made during four consecutive quarters, maximum		$ 50,000
Number of Consecutive Quarters Within Which Maximum Threshold Amount Of Capital Expenditures Applies | Integer9		4
Dividend restriction, interest coverage ratio (as a percent)		300.00%
Dividend restriction, fixed-charge coverage ratio (as a percent)		100.00%
Debt Instrument, Interest Rate During Period		3.64%
Debt Instrument, Interest Rate During Period With Patronage Credits		2.90%
Term Loan Due 2026 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate		1.875%
Term Loan Due 2026 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate		2.125%
Term Loan Due 2026 [Member] | Base Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate		0.875%
Term Loan Due 2026 [Member] | Base Rate [Member] | Maximum [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate		1.125%

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Debt Debt:2024 Notes (Details) - 5.625% Senior Notes Due 2024 [Member] - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	Aug. 29, 2016
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 350
Interest rate		5.625%
Dividend restriction, interest coverage ratio (as a percent)	350.00%

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Debt Debt:Cash Paid for Interest (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Debt Disclosure [Abstract]
Interest Paid, Net	$ 11.6	$ 11.9

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Retirement and Benefit Plans (Details) - USD ($) $ in Thousands			2 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	Aug. 03, 2018	Apr. 25, 2018	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2017	Apr. 25, 2018	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Defined Benefit Plan Disclosure [Line Items]
Percentage of defined benefit plan assets transferred out of plan	40.00%	33.00%
Net periodic benefit cost [Abstract]
Net periodic benefit expense							$ 13,026	$ 683
Pension contributions [Abstract]
Pension contributions							1,042	1,145
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Increase (Decrease) for Assets Transferred to (from) Plan	$ 122,000	$ 151,800
Actuarial gain (loss)				$ 13,300
Discount Rate		4.05%				4.05%			3.40%
Expected Long-term Rate of Return on Plan Assets			4.50%			4.75%
Net periodic benefit cost [Abstract]
Service cost				198	$ 301		403	602
Interest cost				3,312	4,382		7,323	8,758
Expected return on plan assets				(3,292)	(4,742)		(7,880)	(9,482)
Amortization of actuarial loss				356	410		1,177	805
Plan settlement loss	$ 10,000			12,003	0		12,003	0
Net periodic benefit expense				12,577	$ 351		13,026	$ 683
Pension contributions [Abstract]
Estimated remaining 2018 pension contributions			$ 21,000	21,000			21,000
Discretionary estimated remaining 2018 pension contributions			$ 20,000	$ 20,000			$ 20,000

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Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
		Feb. 28, 2018 stock_awards	Feb. 28, 2017 stock_awards	Jun. 30, 2018 USD ($) $ / shares shares	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) tranch $ / shares shares	Jun. 30, 2017 USD ($) shares	Dec. 31, 2017 $ / shares shares
Stock-Based Compensation [Abstract]
Number of types of stock-based awards granted (in types) | stock_awards		2	2
Fair market value of awards | $						$ 15,200	$ 8,400
Stock-based compensation expense | $				$ 2,445	$ 2,441	4,731	4,443
Tax benefit from compensation expense | $						1,200	1,700
Unrecognized compensation expense | $				14,500		$ 14,500
Unrecognized compensation, period for recognition						1 year 11 months
Performance Shares [Member]
Stock-Based Compensation [Abstract]
Stock-based compensation expense | $				$ 1,231	1,094	$ 2,318	$ 2,015
Number of shares [Abstract]
Outstanding, December 31, 2017 | shares						487,160
Granted | shares						78,976	178,021
Performance condition adjustment | shares	[1]					67,835
Vested | shares						(181,638)
Forfeited | shares						(10,784)
Outstanding, June 30, 2018 | shares				441,549		441,549		487,160
Weighted Average Grant Date Fair Value [Abstract]
Outstanding, December 31, 2017 | $ / shares						$ 20.76
Granted | $ / shares						43.05
Performance condition adjustment | $ / shares	[1]					27.05
Vested | $ / shares						20.20
Forfeited | $ / shares						27.09
Outstanding, June 30, 2018 | $ / shares				$ 25.79		$ 25.79		$ 20.76
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation [Abstract]
Stock-based compensation expense | $				$ 1,214	$ 1,347	$ 2,413	$ 2,428
Number of shares [Abstract]
Outstanding, December 31, 2017 | shares						403,252
Granted | shares						99,087	209,697
Performance condition adjustment | shares						0
Vested | shares						(198,928)
Forfeited | shares						(9,203)
Outstanding, June 30, 2018 | shares				294,208		294,208		403,252
Weighted Average Grant Date Fair Value [Abstract]
Outstanding, December 31, 2017 | $ / shares						$ 23.06
Granted | $ / shares						43.08
Performance condition adjustment | $ / shares						0.00
Vested | $ / shares						23.48
Forfeited | $ / shares						27.08
Outstanding, June 30, 2018 | $ / shares				$ 29.39		$ 29.39		$ 23.06
Officer [Member]
Stock-Based Compensation [Abstract]
Performance Shares Target Percentage Earned, Officers								135.00%
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Performance Shares that could be awarded, as a percentage of ROIC target amount, minimum						0.00%
Performance Shares that could be awarded, as a percentage of ROIC target amount, maximum						200.00%
Officer [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Vesting period (in years)						3 years
Other employees [Member]
Stock-Based Compensation [Abstract]
Performance Shares Target Percentage Earned, Other Employees								145.00%
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Performance Shares that could be awarded, as a percentage of EBITDA target amount, minimum						0.00%
Performance Shares that could be awarded, as a percentage of EBITDA target amount, maximum						200.00%
Other employees [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Number of equal tranches for annual vesting (in tranches) | tranch						3
Officers and other employees [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Number of equal tranches for annual vesting (in tranches) | tranch						3
Nonemployee Directors [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Vesting period (in years)						1 year

[1] represents additional PSU's granted, as other employees earned 145% of the target based on Boise Cascade's 2017 EBITDA and officers earned 135% of the target based on Boise Cascade’s 2017 ROIC.

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Stockholders' Equity Stockholders' Equity:Shares and Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Aug. 02, 2018	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2018	Jun. 30, 2017
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Common stock dividends, per share	$ 0.07	$ 0.07	$ 0.07		$ 0
Common Stock, additional dividend, per share	$ 1.00
Dividends paid on common stock				$ 5,481	$ 0

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Stockholders' Equity:AOCI (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance, net of taxes				$ 674,549
Net actuarial gain, before taxes		$ 13,340	$ 0	13,340	$ 0
Amortization of actuarial loss, before taxes (a)	[1]	356	410	1,177	805
Effect of settlements, before taxes (a)	[1]	12,003	0	12,003	0
Income taxes		(6,517)	(158)	(6,725)	(310)
Ending balance, net of taxes		768,188		768,188
Accumulated Other Comprehensive Loss [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance, net of taxes		(76,089)	(82,769)	(76,702)	(83,012)
Ending balance, net of taxes		$ (56,907)	$ (82,517)	$ (56,907)	$ (82,517)

[1] Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost. For additional information, see Note 8, Retirement and Benefit Plans.

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Transactions With Related Party (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
LouisianaTimberProcurementCompanyLLC [Member] | Packaging Corporation of America (PCA) [Member]
Related Party Transaction [Line Items]
Variable interest entity, ownership percentage			50.00%
LouisianaTimberProcurementCompanyLLC [Member] | Unconsolidated variable interest entity [Member]
Related Party Transaction [Line Items]
Variable interest entity, ownership percentage			50.00%
Equity Method Investee [Member] | Unconsolidated variable interest entity [Member]
Related Party Transaction [Line Items]
Revenue from related party	$ 4.6	$ 4.6	$ 8.9	$ 9.6
Cost of sales from related party	$ 22.6	$ 20.6	$ 43.0	$ 42.4

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Segment Information Segment Sales to External Customers by Product Line (Details) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) segment	Jun. 30, 2017 USD ($)
Segment Reporting [Abstract]
Number of Reportable Segments | segment				2
Revenue from External Customer [Line Items]
Sales		$ 1,408,132	$ 1,138,939	$ 2,590,973	$ 2,113,382
Wood Products and Building Materials Distribution [Member]
Revenue from External Customer [Line Items]
Sales		1,408,100	1,138,900	2,591,000	2,113,400
Wood Products [Member]
Revenue from External Customer [Line Items]
Sales		194,300	158,200	$ 384,800	317,000
Intersegment EWP Sales Volumes As Percentage to Total EWP Sales Volumes				73.00%
Wood Products [Member] | Laminated Veneer Lumber [Member]
Revenue from External Customer [Line Items]
Sales	[1]	9,800	9,300	$ 23,200	25,300
Wood Products [Member] | I-joists [Member]
Revenue from External Customer [Line Items]
Sales	[1]	7,900	7,600	17,800	18,700
Wood Products [Member] | Other Engineered Wood Products [Member]
Revenue from External Customer [Line Items]
Sales	[1]	5,800	5,400	12,300	10,400
Wood Products [Member] | Plywood and veneer [Member]
Revenue from External Customer [Line Items]
Sales		96,700	79,200	183,700	151,600
Wood Products [Member] | Lumber [Member]
Revenue from External Customer [Line Items]
Sales		25,000	22,500	49,900	43,500
Wood Products [Member] | Byproducts [Member]
Revenue from External Customer [Line Items]
Sales	[2]	22,800	13,400	44,900	27,300
Wood Products [Member] | Particleboard [Member]
Revenue from External Customer [Line Items]
Sales		11,800	11,700	22,600	22,500
Wood Products [Member] | Other - Wood Products [Member]
Revenue from External Customer [Line Items]
Sales		14,700	9,100	30,200	17,700
Building Materials Distribution [Member]
Revenue from External Customer [Line Items]
Sales		1,213,800	980,700	2,206,100	1,796,400
Building Materials Distribution [Member] | Commodity product line [Member]
Revenue from External Customer [Line Items]
Sales		602,700	453,800	1,093,200	832,800
Building Materials Distribution [Member] | General line [Member]
Revenue from External Customer [Line Items]
Sales		392,900	341,600	708,100	617,400
Building Materials Distribution [Member] | Engineered wood products [Member]
Revenue from External Customer [Line Items]
Sales		$ 218,200	$ 185,300	$ 404,800	$ 346,200

[1] Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our Building Materials Distribution segment, as well as the cost of EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, retail lumberyards, and professional builders). For six months ended June 30, 2018, approximately 73% of Wood Products' EWP sales volumes were to our Building Materials Distribution segment.

[2] As discussed in Note 3, Revenues, prior period amounts have not been adjusted under the modified retrospective method upon adoption of ASC Topic 606, Revenue from Contracts with Customers.

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Segment Information (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Segment Reporting Information [Line Items]
Sales		$ 1,408,132	$ 1,138,939	$ 2,590,973	$ 2,113,382
Income from operations		74,056	42,499	125,860	63,624
Wood Products [Member]
Segment Reporting Information [Line Items]
Sales		194,300	158,200	384,800	317,000
Building Materials Distribution [Member]
Segment Reporting Information [Line Items]
Sales		1,213,800	980,700	2,206,100	1,796,400
Operating Segments [Member]
Segment Reporting Information [Line Items]
Income from operations		84,195	49,904	142,704	77,257
Operating Segments [Member] | Wood Products [Member]
Segment Reporting Information [Line Items]
Sales		425,483	350,277	823,474	675,934
Income from operations		36,482	15,395	62,603	22,783
Operating Segments [Member] | Building Materials Distribution [Member]
Segment Reporting Information [Line Items]
Sales		1,213,783	980,706	2,206,164	1,796,389
Income from operations		47,713	34,509	80,101	54,474
Intersegment Eliminations and Other [Member]
Segment Reporting Information [Line Items]
Sales	[1]	(231,134)	(192,044)	(438,665)	(358,941)
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Income from operations		$ (10,139)	$ (7,405)	$ (16,844)	$ (13,633)

[1] Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment.