8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): November 2, 2018

BOISE CASCADE COMPANY

(Exact name of registrant as specified in its charter)

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

1111 West Jefferson Street, Suite 300

Boise, Idaho 83702-5389

(Address of principal executive offices) (Zip Code)

(208) 384-6161

(Registrant’s telephone number, including area code)

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

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

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

Emerging growth company o

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

Item 2.02 Results of Operations and Financial Condition.

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

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

Item 2.05 Costs Associated with Exit or Disposal Activities.

On November 2, 2018, the Board of Directors of the Company approved a plan to permanently curtail laminated veneer lumber (LVL) production at its Roxboro, North Carolina facility. The Company acquired the Roxboro facility in March 2016. At the time of acquisition, the LVL assets were not operational and had been idled by the previous owner since approximately 2010. The Company began recommissioning the LVL assets shortly after the acquisition date and began to produce LVL in the second half of 2016. However, after extended efforts to improve the throughput and cost position of LVL production at Roxboro, the Company has concluded that it would be unable to reduce manufacturing costs to an acceptable level. The Company expects the curtailment to be complete by December 31, 2018. As a result, the Company expects to record approximately $60 million of charges during fourth quarter 2018, substantially all of which will be to fully depreciate the curtailed LVL production assets.

The Company intends to continue production of I-joists at the Roxboro facility. The Company does not anticipate any impact on its customers from the LVL curtailment because the Company has additional capacity and expansion opportunities at its Alexandria, Louisiana, and Thorsby, Alabama, facilities that will allow it to maintain its current service profile and also support future growth. The press release is furnished hereto as Exhibit 99.3 and incorporated by reference into this Item 2.05.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are or may be considered forward-looking statements. These statements reflect Company management’s current views and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ include but are not limited to (i) the amount and timing of the curtailment-related charges; (ii) the failure to effectively transition Roxboro LVL production to other Company facilities and maintain our current service profile for our customer base; (iii) the failure or inability to add capacity at other Company facilities as needed to support future growth, and (iv) other factors that can be found in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

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

Exhibit	Description
99.1	Boise Cascade Company Earnings Release dated November 6, 2018.
99.2	Boise Cascade Company Quarterly Statistical Information.
99.3	Press Release, dated November 6, 2018 issued by the Company.

SIGNATURE

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

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

EX-99.1

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

News Release

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

For Immediate Release: November 6, 2018

Boise Cascade Company Reports 2018Third Quarter Net Income of $13.8 Million on Sales of $1.3 Billion

BOISE, Idaho - Boise Cascade Company ("Boise Cascade," the "Company," "we," or "our") (NYSE: BCC) today reported net income of $13.8 million, or $0.35 per share, on sales of $1.3 billion for the third quarter ended September 30, 2018. Third quarter results include $21.7 million of pre-tax losses, or $0.41 per share after-tax, from a non-cash pension settlement charge and a non-cash impairment loss on assets held for sale in Northeast Oregon. These charges also negatively impacted reported EBITDA and adjusted EBITDA.

Third Quarter 2018 Highlights

	3Q 2018		3Q 2017		% change
	(in thousands, except per-share data and percentages)
Consolidated Results
Sales	$	1,338,512	$	1,226,644	9	%
Net income	13,848		31,661		(56	)%
Net income per common share - diluted	0.35		0.81		(57	)%
Adjusted EBITDA 1	42,721		75,784		(44	)%
Segment Results
Wood Products sales	$	402,672	$	366,920	10	%
Wood Products income	13,929		24,027		(42	)%
Wood Products EBITDA 1	32,656		39,364		(17	)%
Building Materials Distribution sales	1,159,304		1,045,646		11	%
Building Materials Distribution income	23,504		39,379		(40	)%
Building Materials Distribution EBITDA 1	28,259		43,289		(35	)%

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

In the third quarter 2018, total U.S. housing starts increased 4% compared to the same period last year. Single-family starts, which are the primary demand driver of our sales, increased 2% and multi-family starts increased 6% in the third quarter 2018.

“While both of our businesses operated well during the quarter, the economic backdrop was challenging given sharp declines in commodity prices and flattening housing data. The impact of a falling price environment was most notable in our distribution business,” commented CEO Tom Corrick. “However, strategic steps we have taken thus far in 2018 have the Company well-positioned now and into the future. The decisions we make are closely aligned with our strategic focus on veneer-based manufacturing and nationwide building materials distribution.”

“As announced this morning, we have decided to permanently curtail laminated veneer lumber production at our Roxboro, North Carolina facility by December 31, 2018. As a result, we will record curtailment-related charges in the fourth quarter. Unfortunately, after a great effort by the team at Roxboro, we have been unable to reduce manufacturing costs to an acceptable level. Roxboro will continue to produce I-joists and we anticipate no impact on our customers from the laminated veneer lumber curtailment, as we have additional capacity and expansion opportunities at our Alexandria, Louisiana, and Thorsby, Alabama, EWP facilities that allow us to maintain our current service profile and also support future growth.”

Wood Products

Wood Products sales, including sales to Building Materials Distribution (BMD), increased $35.8 million, or 10%, to $402.7 million for the three months ended September 30, 2018, from $366.9 million for the three months ended September 30, 2017. The increase in sales was driven primarily by higher sales prices for plywood, I-joists and LVL (I-joists and LVL are collectively referred to as EWP). In addition, increases in EWP sales volumes contributed to improved sales. These increases were offset by a decrease in plywood sales volumes.

Wood Products segment income, including the $10.4 million impairment loss described below, decreased $10.1 million to $13.9 million for the three months ended September 30, 2018, from $24.0 million for the three months ended September 30, 2017. Wood Products segment income benefited from higher sales prices of plywood and EWP, offset partially by higher log costs in the western U.S. In addition, depreciation and amortization expense and general and administrative expenses increased $3.4 million and $1.6 million, respectively, compared to the prior year quarter.

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

	3Q 2018 vs. 3Q 2017	3Q 2018 vs. 2Q 2018
Average Net Selling Prices
LVL	6%	—%
I-joists	9%	3%
Plywood	10%	(6)%
Sales Volumes
LVL	9%	(7)%
I-joists	8%	(10)%
Plywood	(9)%	—%

On September 10, 2018, Wood Products entered into an agreement to sell two lumber mills and a particleboard plant located in Northeast Oregon to Woodgrain Millwork (the "Sale"). On November 2, 2018, we closed on the Sale and received proceeds of $15.0 million, which is subject to a final adjustment per the terms of the agreement. The assets sold were classified as held for sale as of September 30, 2018. Upon the classification as held for sale, we recorded a non-cash pre-tax impairment loss of $10.4 million during the three months ended September 30, 2018, recorded in "Other (income) expense, net" in our Consolidated Statements of Operations.

Building Materials Distribution

BMD's sales increased $113.7 million, or 11%, to $1,159.3 million for the three months ended September 30, 2018, from $1,045.6 million for the three months ended September 30, 2017. Compared with the

2

same quarter in the prior year, the overall increase in sales was driven by sales price and sales volume increases of 7% and 4%, respectively. By product line, commodity sales increased 10%, general line product sales increased 9%, and sales of EWP (substantially all of which is sourced through our Wood Products segment) increased 18%.

BMD segment income decreased $15.9 million to $23.5 million for the three months ended September 30, 2018, from $39.4 million in the comparative prior year quarter. The decline in segment income was driven primarily by a gross margin decrease of $10.3 million, resulting from a steady decline in commodity prices throughout third quarter 2018. In addition, selling and distribution expenses increased by $5.7 million.

BMD recently announced the planned acquisition of Arling Lumber, Inc. in Cincinnati, Ohio, and expects to complete the transaction in fourth quarter 2018.

Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act (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 months ended September 30, 2018, we recorded $0.8 million of income tax benefit on $13.0 million of income before income taxes, resulting in a negative effective rate of 6.2%. During third quarter 2018, we recorded a $3.8 million discrete tax benefit, which mostly relates to the $20.0 million discretionary pension contribution made during the current period, for which we received a tax deduction at the 2017 federal income tax rate. For the three months ended September 30, 2017, we recorded $18.3 million of income tax expense and had an effective rate of 36.6%.

Balance Sheet

Boise Cascade ended the third quarter with $181.3 million of cash and cash equivalents and $395.4 million of undrawn committed bank line availability, for total available liquidity of $576.7 million. The Company had $439.1 million of outstanding debt at September 30, 2018.

On November 2, 2018, our board of directors declared a quarterly dividend of $0.09 per share on our common stock payable on December 17, 2018, to stockholders of record on December 3, 2018.

On August 10, 2018, Boise Cascade completed its second pension risk transfer of 2018 by transferring $124.8 million of its pension plan assets to The Prudential Insurance Company of America (Prudential) for the purchase of a group annuity contract. As a result of the transaction, the Company recognized a non-cash pension settlement charge of $11.3 million before tax in third quarter 2018. As a result of the April 2018 and August 2018 pension risk transfers, Prudential assumed ongoing responsibility for administration and benefit payments for over 60% of our U.S. qualified pension plan projected benefit obligations.

Outlook

We expect to experience seasonally slower demand in fourth quarter 2018. The October 2018 Blue Chip consensus forecast for 2018 and 2019 total U.S. housing starts reflects 1.28 million and 1.32 million units, respectively, compared with actual housing starts of 1.20 million in 2017. Although we believe U.S. demographics are supportive of further recovery in housing starts, we expect only modest residential construction growth due to constraints faced by builders, such as availability of labor and building lots. 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 and cost of financing, housing affordability, 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 costs could be volatile in response to industry operating rates, net import and export activity, transportation constraints or disruptions, inventory levels in various distribution channels, and seasonal demand patterns. Commodity product pricing was above historical levels in the first half of 2018; however, prices sharply declined during third quarter 2018 and continued to trend downward during October 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.

3

On November 2, 2018, the Company made a decision to permanently curtail laminated veneer lumber (LVL) production at our Roxboro, North Carolina facility by December 31, 2018. After extended efforts to improve the throughput and cost position of LVL production at Roxboro, we have concluded that we would be unable to reduce manufacturing costs to an acceptable level. Roxboro will continue to produce I-joists and we anticipate no impact on our customers from the laminated veneer lumber curtailment, as we have additional capacity and expansion opportunities at our Alexandria, Louisiana, and Thorsby, Alabama, EWP facilities that allow us to maintain our current service profile and also support future growth. We expect to record approximately $60 million of charges during fourth quarter 2018, substantially all of which will be to fully depreciate the curtailed LVL production assets.

We expect our capital spending, excluding acquisitions, to be $75-$85 million during 2018. In addition, we expect our capital spending, excluding acquisitions, to be $85-$95 million in 2019.

About Boise Cascade

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

Webcast and Conference Call

Boise Cascade will host a webcast and conference call on Tuesday, November 6, at 10a.m. Eastern, to review the Company's third quarter results.

You can join the webcast through the Company's website by going to www.bc.com and clicking on the Event Calendar link under the Investor Relations heading. Please go to the website at least 15minutes before the start of the webcast to register. To join the conference call, dial 844-795-4410 (international callers should dial 661-378-9637), participant passcode 4383104, at least 10minutes before the start of the call.

The archived webcast will be available in the Investor Relations section of the Company's website. A replay of the conference call will be available from Tuesday, November 6, at 2p.m. Eastern through Tuesday, November 13, at 2 p.m. Eastern. Replay numbers are 855-859-2056 for U.S. callers and 404-537-3406 for international callers, and the passcode will be 4383104.

Basis of Presentation

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

We believe EBITDA and Adjusted EBITDA are meaningful measures because they present a transparent view of our recurring operating performance and allow management to readily view operating trends, perform analytical comparisons, and identify strategies to improve operating performance. We also believe EBITDA and Adjusted EBITDA are useful to investors because they provide a means to evaluate the operating performance of our segments and our Company on an ongoing basis using criteria that are used by our management and because they are frequently used by investors and other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates. EBITDA and Adjusted EBITDA, however, are not measures of our liquidity or financial performance under GAAP and should not be considered as alternatives to net income, income from operations, or any other performance measure derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity. The use of EBITDA and Adjusted EBITDA instead of net income or segment income (loss) have limitations as analytical tools, including the inability to determine profitability; the exclusion of interest expense, interest income, and associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs. Management compensates for these limitations by relying on our GAAP results. Our measures of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.

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Forward-Looking Statements

This press release includes statements about our expectations of future operational and financial performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The accuracy of such statements is subject to a number of risks, uncertainties, and assumptions that could cause our actual results to differ materially from those projected, including, but not limited to, prices for building products, commodity input costs, the effect of general economic conditions, mortgage rates and availability, housing demand, housing vacancy rates, governmental regulations, unforeseen production disruptions, as well as natural disasters. These and other factors that could cause actual results to differ materially from such forward-looking statements are discussed in greater detail in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release. We undertake no obligation to revise them in light of new information. Finally, we undertake no obligation to review or confirm analyst expectations or estimates that might be derived from this release.

5

Boise Cascade Company

Consolidated Statements of Operations

(in thousands, except per-share data)

	Three Months Ended									Nine Months Ended
	September 30						June 30, 2018			September 30
	2018			2017						2018			2017
Sales	$	1,338,512		$	1,226,644		$	1,408,132		$	3,929,485		$	3,340,026
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,163,020			1,045,742			1,193,918			3,366,716			2,872,711
Depreciation and amortization	23,881			19,686			24,296			70,288			58,631
Selling and distribution expenses	93,395			87,520			96,841			273,592			243,509
General and administrative expenses	16,891			16,460			19,977			52,754			45,589
Other (income) expense, net	10,870			1,138			(956		)	9,820			(135		)
	1,308,057			1,170,546			1,334,076			3,773,170			3,220,305
Income from operations	30,455			56,098			74,056			156,315			119,721
Foreign currency exchange gain (loss)	163			90			(172		)	(272		)	131
Pension expense (excluding service costs)	(11,778		)	(90		)	(12,380		)	(24,402		)	(170		)
Interest expense	(6,585		)	(6,295		)	(6,580		)	(19,527		)	(19,150		)
Interest income	500			167			237			1,001			254
Change in fair value of interest rate swaps	279			(33		)	499			2,419			(462		)
	(17,421		)	(6,161		)	(18,396		)	(40,781		)	(19,397		)
Income before income taxes	13,034			49,937			55,660			115,534			100,324
Income tax (provision) benefit	814			(18,276		)	(13,835		)	(22,811		)	(36,489		)
Net income	$	13,848		$	31,661		$	41,825		$	92,723		$	63,835
Weighted average common shares outstanding:
Basic	38,998			38,660			38,981			38,920			38,601
Diluted	39,461			39,139			39,403			39,397			38,962
Net income per common share:
Basic	$	0.36		$	0.82		$	1.07		$	2.38		$	1.65
Diluted	$	0.35		$	0.81		$	1.06		$	2.35		$	1.64
Dividends declared per common share	$	1.07		$	—		$	0.07		$	1.21		$	—

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

6

Wood Products Segment

Statements of Operations

(in thousands, except percentages)

	Three Months Ended									Nine Months Ended
	September 30						June 30, 2018			September 30
	2018			2017						2018			2017
Segment sales	$	402,672		$	366,920		$	425,483		$	1,226,146		$	1,042,854
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	346,361			315,421			356,297			1,045,217			917,757
Depreciation and amortization	18,727			15,337			19,453			55,724			45,752
Selling and distribution expenses	7,809			7,580			9,382			25,304			22,879
General and administrative expenses	5,031			3,408			4,678			13,401			9,491
Other (income) expense, net	10,815			1,147			(809		)	9,968			165
	388,743			342,893			389,001			1,149,614			996,044
Segment income	$	13,929		$	24,027		$	36,482		$	76,532		$	46,810
	(percentage of sales)
Segment sales	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	86.0		%	86.0		%	83.7		%	85.2		%	88.0		%
Depreciation and amortization	4.7		%	4.2		%	4.6		%	4.5		%	4.4		%
Selling and distribution expenses	1.9		%	2.1		%	2.2		%	2.1		%	2.2		%
General and administrative expenses	1.2		%	0.9		%	1.1		%	1.1		%	0.9		%
Other (income) expense, net	2.7		%	0.3		%	(0.2		)%	0.8		%	—		%
	96.5		%	93.5		%	91.4		%	93.8		%	95.5		%
Segment income	3.5		%	6.5		%	8.6		%	6.2		%	4.5		%

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Building Materials Distribution Segment

Statements of Operations

(in thousands, except percentages)

	Three Months Ended									Nine Months Ended
	September 30						June 30, 2018			September 30
	2018			2017						2018			2017
Segment sales	$	1,159,304		$	1,045,646		$	1,213,783		$	3,365,468		$	2,842,035
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,040,342			916,340			1,067,592			2,982,793			2,499,988
Depreciation and amortization	4,755			3,910			4,447			13,374			11,492
Selling and distribution expenses	85,520			79,846			87,394			248,095			220,342
General and administrative expenses	5,128			6,189			6,787			17,745			16,730
Other (income) expense, net	55			(18		)	(150		)	(144		)	(370		)
	1,135,800			1,006,267			1,166,070			3,261,863			2,748,182
Segment income	$	23,504		$	39,379		$	47,713		$	103,605		$	93,853
	(percentage of sales)
Segment sales	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	89.7		%	87.6		%	88.0		%	88.6		%	88.0		%
Depreciation and amortization	0.4		%	0.4		%	0.4		%	0.4		%	0.4		%
Selling and distribution expenses	7.4		%	7.6		%	7.2		%	7.4		%	7.8		%
General and administrative expenses	0.4		%	0.6		%	0.6		%	0.5		%	0.6		%
Other (income) expense, net	—		%	—		%	—		%	—		%	—		%
	98.0		%	96.2		%	96.1		%	96.9		%	96.7		%
Segment income	2.0		%	3.8		%	3.9		%	3.1		%	3.3		%

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Segment Information

(in thousands)

	Three Months Ended									Nine Months Ended
	September 30						June 30, 2018			September 30
	2018			2017						2018			2017
Segment sales
Wood Products	$	402,672		$	366,920		$	425,483		$	1,226,146		$	1,042,854
Building Materials Distribution	1,159,304			1,045,646			1,213,783			3,365,468			2,842,035
Intersegment eliminations and other	(223,464		)	(185,922		)	(231,134		)	(662,129		)	(544,863		)
Total net sales	$	1,338,512		$	1,226,644		$	1,408,132		$	3,929,485		$	3,340,026
Segment income
Wood Products	$	13,929		$	24,027		$	36,482		$	76,532		$	46,810
Building Materials Distribution	23,504			39,379			47,713			103,605			93,853
Total segment income	37,433			63,406			84,195			180,137			140,663
Unallocated corporate	(6,978		)	(7,308		)	(10,139		)	(23,822		)	(20,942		)
Income from operations	$	30,455		$	56,098		$	74,056		$	156,315		$	119,721
Segment EBITDA (a)
Wood Products	$	32,656		$	39,364		$	55,935		$	132,256		$	92,562
Building Materials Distribution	28,259			43,289			52,160			116,979			105,345

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

9

Boise Cascade Company

Consolidated Balance Sheets

(in thousands)

	September 30, 2018		December 31, 2017
ASSETS
Current
Cash and cash equivalents	$	181,342	$	177,140
Receivables
Trade, less allowances of $1,257 and $945	312,659		246,452
Related parties	435		345
Other	15,584		9,380
Inventories	559,443		476,673
Prepaid expenses and other	35,178		22,582
Total current assets	1,104,641		932,572
Property and equipment, net	552,666		565,792
Timber deposits	13,806		13,503
Goodwill	59,409		55,433
Intangible assets, net	17,104		15,066
Deferred income taxes	8,736		9,064
Other assets	15,272		15,763
Total assets	$	1,771,634	$	1,607,193

10

Boise Cascade Company

Consolidated Balance Sheets (continued)

(in thousands, except per-share data)

	September 30, 2018			December 31, 2017
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	302,829		$	233,562
Related parties	1,503			1,225
Accrued liabilities
Compensation and benefits	83,778			84,246
Interest payable	1,833			6,742
Other	77,953			55,786
Total current liabilities	467,896			381,561
Debt
Long-term debt	439,149			438,312
Other
Compensation and benefits	49,485			75,439
Deferred income taxes	26,878			16,454
Other long-term liabilities	40,464			20,878
	116,827			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, 44,076 and 43,748 shares issued, respectively	441			437
Treasury stock, 5,167 shares at cost	(133,979		)	(133,979		)
Additional paid-in capital	526,716			523,550
Accumulated other comprehensive loss	(51,287		)	(76,702		)
Retained earnings	405,871			361,243
Total stockholders' equity	747,762			674,549
Total liabilities and stockholders' equity	$	1,771,634		$	1,607,193

11

Boise Cascade Company

Consolidated Statements of Cash Flows

(in thousands)

	Nine Months Ended September 30
	2018			2017
Cash provided by (used for) operations
Net income	$	92,723		$	63,835
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other	71,832			60,097
Stock-based compensation	6,893			6,931
Pension expense	25,000			1,074
Deferred income taxes	883			6,019
Change in fair value of interest rate swaps	(2,419		)	462
Other	8,695			(125		)
Decrease (increase) in working capital, net of acquisitions
Receivables	(64,261		)	(110,646		)
Inventories	(88,073		)	(26,413		)
Prepaid expenses and other	(2,736		)	(2,389		)
Accounts payable and accrued liabilities	83,204			108,099
Pension contributions	(21,566		)	(1,666		)
Income taxes payable	6,991			11,051
Other	2,655			807
Net cash provided by operations	119,821			117,136
Cash provided by (used for) investment
Expenditures for property and equipment	(47,705		)	(48,060		)
Acquisitions of businesses and facilities	(17,532		)	—
Proceeds from sales of assets and other	835			2,089
Net cash used for investment	(64,402		)	(45,971		)
Cash provided by (used for) financing
Borrowings of long-term debt, including revolving credit facility	7,500			410,400
Payments of long-term debt, including revolving credit facility	(7,500		)	(410,400		)
Tax withholding payments on stock-based awards	(5,135		)	(2,901		)
Dividends paid on common stock	(47,113		)	—
Proceeds from exercise of stock options	1,412			613
Other	(381		)	(670		)
Net cash used for financing	(51,217		)	(2,958		)
Net increase in cash and cash equivalents	4,202			68,207
Balance at beginning of the period	177,140			103,978
Balance at end of the period	$	181,342		$	172,185

12

Summary Notes to Consolidated Financial Statements and Segment Information

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

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

	Three Months Ended									Nine Months Ended
	September 30						June 30, 2018			September 30
	2018			2017						2018			2017
	(in thousands)
Net income	$	13,848		$	31,661		$	41,825		$	92,723		$	63,835
Interest expense	6,585			6,295			6,580			19,527			19,150
Interest income	(500		)	(167		)	(237		)	(1,001		)	(254		)
Income tax provision (benefit)	(814		)	18,276			13,835			22,811			36,489
Depreciation and amortization	23,881			19,686			24,296			70,288			58,631
EBITDA	43,000			75,751			86,299			204,348			177,851
Change in fair value of interest rate swaps	(279		)	33			(499		)	(2,419		)	462
Adjusted EBITDA	$	42,721		$	75,784		$	85,800		$	201,929		$	178,313

13

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

	Three Months Ended									Nine Months Ended
	September 30						June 30, 2018			September 30
	2018			2017						2018			2017
	(in thousands)
Wood Products
Segment income	$	13,929		$	24,027		$	36,482		$	76,532		$	46,810
Depreciation and amortization	18,727			15,337			19,453			55,724			45,752
EBITDA	$	32,656		$	39,364		$	55,935		$	132,256		$	92,562
Building Materials Distribution
Segment income	$	23,504		$	39,379		$	47,713		$	103,605		$	93,853
Depreciation and amortization	4,755			3,910			4,447			13,374			11,492
EBITDA	$	28,259		$	43,289		$	52,160		$	116,979		$	105,345
Corporate
Unallocated corporate expenses	$	(6,978	)	$	(7,308	)	$	(10,139	)	$	(23,822	)	$	(20,942	)
Foreign currency exchange gain (loss)	163			90			(172		)	(272		)	131
Pension expense (excluding service costs)	(11,778		)	(90		)	(12,380		)	(24,402		)	(170		)
Change in fair value of interest rate swaps	279			(33		)	499			2,419			(462		)
Depreciation and amortization	399			439			396			1,190			1,387
EBITDA	(17,915		)	(6,902		)	(21,796		)	(44,887		)	(20,056		)
Change in fair value of interest rate swaps	(279		)	33			(499		)	(2,419		)	462
Corporate adjusted EBITDA	$	(18,194	)	$	(6,869	)	$	(22,295	)	$	(47,306	)	$	(19,594	)
Total company adjusted EBITDA	$	42,721		$	75,784		$	85,800		$	201,929		$	178,313

14

EX-99.2

Exhibit 99.2

Boise Cascade Company

Quarterly Statistical Information

Wood Products Segment
	2018
	Q1			Q2			Q3			Q4			YTD
LVL sales volume (MCF)	4,813			4,816			4,463						14,092
I-joist sales volume (MELF)	62,525			68,060			61,434						192,019
Plywood sales volume (MSF 3/8")	359,911			368,897			368,046						1,096,854
Lumber sales volume (MBF)	47,353			45,913			33,911						127,177
LVL mill net sales price ($/CF)	$	17.30		$	18.25		$	18.33					$	17.95
I-joist mill net sales price ($/MELF)	$	1,179		$	1,220		$	1,261					$	1,220
Plywood net sales price ($/MSF 3/8")	$	356		$	379		$	357					$	364
Lumber net sales price ($/MBF)	$	556		$	570		$	623					$	579
Segment sales (000)	$	397,991		$	425,483		$	402,672					$	1,226,146
Segment income (000)3	$	26,121		$	36,482		$	13,929					$	76,532
Segment depreciation and amortization (000)	$	17,544		$	19,453		$	18,727					$	55,724
Segment EBITDA (000)1,3	$	43,665		$	55,935		$	32,656					$	132,256
EBITDA as a percentage of sales	11.0		%	13.1		%	8.1		%				10.8		%
Capital spending (000)	$	8,656		$	6,279		$	12,208					$	27,143
Receivables (000)	$	91,190		$	88,073		$	81,870
Inventories (000)	$	167,579		$	169,492		$	181,534
Accounts payable (000)	$	54,774		$	66,285		$	66,379
	2017
	Q1			Q2			Q3			Q4			YTD
LVL sales volume (MCF)	4,544			4,669			4,100			3,997			17,310
I-joist sales volume (MELF)	61,349			64,520			56,932			52,662			235,463
Plywood sales volume (MSF 3/8")	336,473			368,974			404,960			347,096			1,457,503
Lumber sales volume (MBF)	41,999			42,840			44,127			42,451			171,417
LVL mill net sales price ($/CF)	$	16.63		$	16.65		$	17.22		$	16.69		$	16.79
I-joist mill net sales price ($/MELF)	$	1,116		$	1,091		$	1,157		$	1,124		$	1,121
Plywood net sales price ($/MSF 3/8")	$	282		$	301		$	324		$	337		$	312
Lumber net sales price ($/MBF)	$	504		$	546		$	553		$	557		$	540
Segment sales (000)	$	325,657		$	350,277		$	366,920		$	330,906		$	1,373,760
Segment income (000)	$	7,388		$	15,395		$	24,027		$	6,819		$	53,629
Segment depreciation and amortization (000)	$	15,151		$	15,264		$	15,337		$	17,363		$	63,115
Segment EBITDA (000)1	$	22,539		$	30,659		$	39,364		$	24,182		$	116,744
EBITDA as a percentage of sales	6.9		%	8.8		%	10.7		%	7.3		%	8.5		%
Capital spending (000)	$	12,337		$	8,594		$	12,096		$	21,573		$	54,600
Receivables (000)	$	73,644		$	75,679		$	78,888		56,488
Inventories (000)	$	171,133		$	169,100		$	175,276		183,157
Accounts payable (000)	$	50,177		$	58,163		$	58,136		51,898

1

Boise Cascade Company

Quarterly Statistical Information (continued)

Wood Products Segment (continued)
	2016
	Q1			Q2			Q3			Q4			YTD
LVL sales volume (MCF)	3,566			4,626			4,421			3,698			16,311
I-joist sales volume (MELF)	50,172			64,765			61,602			49,521			226,060
Plywood sales volume (MSF 3/8")	379,631			377,934			385,398			364,018			1,506,981
Lumber sales volume (MBF)	47,919			49,398			45,925			43,650			186,892
LVL mill net sales price ($/CF)	$	16.74		$	16.79		$	16.57		$	16.21		$	16.59
I-joist mill net sales price ($/MELF)	$	1,138		$	1,136		$	1,102		$	1,077		$	1,114
Plywood net sales price ($/MSF 3/8")	$	261		$	271		$	288		$	268		$	272
Lumber net sales price ($/MBF)	$	451		$	464		$	481		$	497		$	472
Segment sales (000)	$	303,457		$	346,358		$	340,928		$	289,672		$	1,280,415
Segment income (loss) (000)	$	5,885		$	16,309		$	11,564		$	(7,829	)	$	25,929
Segment depreciation and amortization (000)	$	11,634		$	14,769		$	15,625		$	15,493		$	57,521
Segment EBITDA (000)1	$	17,519		$	31,078		$	27,189		$	7,664		$	83,450
EBITDA as a percentage of sales	5.8		%	9.0		%	8.0		%	2.6		%	6.5		%
Capital spending (000)2	$	11,870		$	15,862		$	15,275		$	23,496		$	66,503
Receivables (000)	$	111,008		$	78,174		$	70,233		$	48,503
Inventories (000)	$	175,842		$	190,692		$	186,563		$	178,138
Accounts payable (000)	$	44,686		$	53,806		$	53,275		$	50,672
1Segment EBITDA is calculated as segment income (loss) before depreciation and amortization.
2 Capital spending in second quarter 2016 and first quarter 2016 excludes $0.3 million and $215.6 million, respectively, of cash paid for the acquisition of businesses and facilities.
3Segment income and segment EBITDA in third quarter 2018 include $11.0 million of charges related to the sale of assets in Northeast Oregon.

2

Boise Cascade Company

Quarterly Statistical Information (continued)

Building Materials Distribution Segment
	2018
	Q1			Q2			Q3			Q4			YTD
Commodity sales	49.4		%	49.6		%	47.9		%				49.0		%
General line sales	31.8		%	32.4		%	33.2		%				32.5		%
EWP sales	18.8		%	18.0		%	18.9		%				18.5		%
Total sales (000)	$	992,381		$	1,213,783		$	1,159,304					$	3,365,468
Gross margin1	11.8		%	12.0		%	10.3		%				11.4		%
Segment income (000)	$	32,388		$	47,713		$	23,504					$	103,605
Segment depreciation and amortization (000)	$	4,172		$	4,447		$	4,755					$	13,374
Segment EBITDA (000)2	$	36,560		$	52,160		$	28,259					$	116,979
EBITDA as a percentage of sales	3.7		%	4.3		%	2.4		%				3.5		%
Capital spending (000)3	$	4,419		$	8,716		$	7,098					$	20,233
Receivables (000)	$	294,940		$	321,310		$	277,928
Inventories (000)	$	371,144		$	403,114		$	377,909
Accounts payable (000)	$	282,678		$	304,364		$	260,083
	2017
	Q1			Q2			Q3			Q4			YTD
Commodity sales	46.5		%	46.3		%	48.3		%	50.4		%	47.9		%
General line sales	33.8		%	34.8		%	33.9		%	32.0		%	33.6		%
EWP sales	19.7		%	18.9		%	17.8		%	17.6		%	18.5		%
Total sales (000)	$	815,683		$	980,706		$	1,045,646		$	931,775		$	3,773,810
Gross margin1	11.6		%	12.1		%	12.4		%	11.6		%	11.9		%
Segment income (000)	$	19,965		$	34,509		$	39,379		$	22,907		$	116,760
Segment depreciation and amortization (000)	$	3,726		$	3,856		$	3,910		$	4,012		$	15,504
Segment EBITDA (000)2	$	23,691		$	38,365		$	43,289		$	26,919		$	132,264
EBITDA as a percentage of sales	2.9		%	3.9		%	4.1		%	2.9		%	3.5		%
Capital spending (000)	$	3,966		$	3,903		$	6,240		$	5,192		$	19,301
Receivables (000)	$	255,716		$	276,079		$	272,127		$	217,519
Inventories (000)	$	311,233		$	321,611		$	284,587		$	293,516
Accounts payable (000)	$	255,415		$	255,342		$	240,987		$	183,354

3

Boise Cascade Company

Quarterly Statistical Information (continued)

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

4

Boise Cascade Company

Quarterly Statistical Information (continued)

Reconciliation of Non-GAAP Financial Measures

(000)

Total Boise Cascade Company
EBITDA represents income before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps and loss on extinguishment of debt. The following tables reconcile net income to EBITDA and Adjusted EBITDA for the periods noted below:
	2018
	Q1			Q2			Q3			Q4			YTD
Net income	$	37,050		$	41,825		$	13,848					$	92,723
Interest expense	6,362			6,580			6,585						19,527
Interest income	(264		)	(237		)	(500		)				(1,001		)
Income tax provision (benefit)	9,790			13,835			(814		)				22,811
Depreciation and amortization	22,111			24,296			23,881						70,288
EBITDA	75,049			86,299			43,000						204,348
Change in fair value of interest rate swaps	(1,641		)	(499		)	(279		)				(2,419		)
Adjusted EBITDA	$	73,408		$	85,800		$	42,721					$	201,929
	2017
	Q1			Q2			Q3			Q4			YTD
Net income	$	10,020		$	22,154		$	31,661		$	19,122		$	82,957
Interest expense	6,364			6,491			6,295			6,220			25,370
Interest income	(33		)	(54		)	(167		)	(293		)	(547		)
Income tax provision (benefit)	5,066			13,147			18,276			(1,858		)	34,631
Depreciation and amortization	19,344			19,601			19,686			21,748			80,379
EBITDA	40,761			61,339			75,751			44,939			222,790
Change in fair value of interest rate swaps	(295		)	724			33			(1,000		)	(538		)
Adjusted EBITDA	$	40,466		$	62,063		$	75,784		$	43,939		$	222,252
	2016
	Q1			Q2			Q3			Q4			YTD
Net income	$	4,950		$	19,228		$	9,981		$	4,095		$	38,254
Interest expense	5,802			6,427			7,135			7,328			26,692
Interest income	(149		)	(27		)	(60		)	(154		)	(390		)
Income tax provision (benefit)	2,931			10,735			5,522			(14,141		)	5,047
Depreciation and amortization	15,238			18,552			19,459			19,598			72,847
EBITDA	28,772			54,915			42,037			16,726			142,450
Change in fair value of interest rate swaps	69			1,532			(836		)	(4,975		)	(4,210		)
Loss on extinguishment of debt	—			—			9,525			4,779			14,304
Adjusted EBITDA	$	28,841		$	56,447		$	50,726		$	16,530		$	152,544

5

EX-99.3

Exhibit 99.3

Boise Cascade Company

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

T 208-384-6161 F 208-331-5757

News Release

Media Contact Lisa Chapman Office 208-384-6552 Investor Relations Contact Wayne Rancourt Office 208-384-6073

For Immediate Release: November 6, 2018

Boise Cascade To Cease Laminated Veneer Lumber Production at Roxboro, North Carolina

BOISE, Idaho - Boise Cascade Company (Boise Cascade) (NYSE: BCC) announced today the 60-day notice of a permanent curtailment of its laminated veneer lumber (LVL) production at the Roxboro, NC, facility. The Roxboro facility will continue to produce I-joists. The curtailment will affect approximately 56 employees, and the company anticipates ceasing LVL operations by December 31, 2018.

“Unfortunately, despite great effort by the team, we have been unable to reduce manufacturing costs to an acceptable level,” said Boise Cascade CEO Tom Corrick. “We understand the effect this shutdown has on our employees, their families, and the community. We will work to place employees or make them aware of job opportunities at our other facilities, as well as share available employee assistance resources.”

“We expect no impact on our customers from this curtailment as we have additional capacity at our Alexandria, LA, and Thorsby, AL, engineered wood facilities that allow us to maintain our current service level and also support future growth,” said Mike Brown, Senior Vice President, Wood Products Operations.

About Boise Cascade

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

Forward-Looking Statements

Certain statements in this press release are or may be considered forward-looking statements. These statements reflect Company management’s current views and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ can be found in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.