Edgar Filing: BOISE CASCADE Co

Document

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, 2016

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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company 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 38,750,677 shares of the registrant's $0.01 par value common stock outstanding on July 22, 2016.

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. Income Taxes	10
	4. Net Income Per Common Share	10
	5. Acquisitions	10
	6. Goodwill and Intangible Assets	12
	7. Debt	13
	8. Retirement and Benefit Plans	15
	9. Stock-Based Compensation	16
	10. Stockholders' Equity	17
	11. Transactions With Related Party	18
	12. Segment Information	18
	13. Commitments, Legal Proceedings and Contingencies, and Guarantees	20
	14. Consolidating Guarantor and Nonguarantor Financial Information	20
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32
	Understanding Our Financial Information	32
	Executive Overview	32
	Factors That Affect Our Operating Results and Trends	33
	Our Operating Results	35
	Liquidity and Capital Resources	39
	Contractual Obligations	41
	Off-Balance-Sheet Activities	41
	Guarantees	41
	Seasonal and Inflationary Influences	41
	Employees	41
	Disclosures of Financial Market Risks	41
	Environmental	42
	Critical Accounting Estimates	42
	New and Recently Adopted Accounting Standards	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45

Table of Contents

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
	2016			2015			2016			2015
	(thousands, except per-share data)
Sales	$	1,043,773		$	955,397		$	1,924,468		$	1,765,300

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	894,715			824,583			1,664,259			1,529,622
Depreciation and amortization	18,552			13,281			33,790			26,868
Selling and distribution expenses	76,855			68,254			144,896			130,134
General and administrative expenses	15,612			12,018			31,664			24,026
Other (income) expense, net	172			(98		)	(1,413		)	(397		)
	1,005,906			918,038			1,873,196			1,710,253

Income from operations	37,867			37,359			51,272			55,047

Foreign currency exchange gain (loss)	28			41			226			(66		)
Interest expense	(6,427		)	(5,591		)	(12,229		)	(11,072		)
Interest income	27			58			176			148
Change in fair value of interest rate swaps	(1,532		)	—			(1,601		)	—
	(7,904		)	(5,492		)	(13,428		)	(10,990		)

Income before income taxes	29,963			31,867			37,844			44,057
Income tax provision	(10,735		)	(11,637		)	(13,666		)	(16,210		)
Net income	$	19,228		$	20,230		$	24,178		$	27,847

Weighted average common shares outstanding:
Basic	38,814			39,494			38,834			39,496
Diluted	38,972			39,600			38,850			39,604

Net income per common share:
Basic	$	0.50		$	0.51		$	0.62		$	0.71
Diluted	$	0.49		$	0.51		$	0.62		$	0.70

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company Consolidated Statements of Comprehensive Income (unaudited)

	Three Months Ended June 30				Six Months Ended June 30
	2016		2015		2016		2015
	(thousands)
Net income	$	19,228	$	20,230	$	24,178	$	27,847
Other comprehensive income, net of tax
Defined benefit pension plans
Actuarial gain, net of tax of $-, $7,422, $-, and $7,422, respectively	—		11,923		—		11,923
Amortization of actuarial loss, net of tax of $184, $504, $368, and $1,117, respectively	294		808		588		1,793
Effect of settlements, net of tax of $-, $-, $114, and $192, respectively	—		—		183		309
Other comprehensive income, net of tax	294		12,731		771		14,025
Comprehensive income	$	19,522	$	32,961	$	24,949	$	41,872

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company Consolidated Balance Sheets (unaudited)

	June 30, 2016		December 31, 2015
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	96,089	$	184,496
Receivables
Trade, less allowances of $1,121 and $1,734	278,704		187,138
Related parties	376		1,065
Other	7,388		10,861
Inventories	461,998		384,857
Prepaid expenses and other	10,755		17,153
Total current assets	855,310		785,570

Property and equipment, net	552,776		402,666
Timber deposits	12,246		15,848
Goodwill	55,433		21,823
Intangible assets, net	15,893		10,090
Other assets	11,830		12,609
Total assets	$	1,503,488	$	1,248,606

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company Consolidated Balance Sheets (continued) (unaudited)

	June 30, 2016			December 31, 2015
	(thousands, except per-share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	247,740		$	159,029
Related parties	1,954			1,442
Accrued liabilities
Compensation and benefits	57,250			54,712
Interest payable	3,403			3,389
Other	50,786			40,078
Total current liabilities	361,133			258,650

Debt
Long-term debt	464,586			344,589

Other
Compensation and benefits	93,614			93,355
Other long-term liabilities	24,136			17,342
	117,750			110,697

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, 43,518 and 43,413 shares issued, respectively	435			434
Treasury stock, 4,767 and 4,587 shares at cost, respectively	(126,343		)	(123,711		)
Additional paid-in capital	511,097			508,066
Accumulated other comprehensive loss	(92,244		)	(93,015		)
Retained earnings	267,074			242,896
Total stockholders' equity	560,019			534,670
Total liabilities and stockholders' equity	$	1,503,488		$	1,248,606

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

Boise Cascade Company Consolidated Statements of Cash Flows (unaudited)

	Six Months Ended June 30
	2016			2015
	(thousands)
Cash provided by (used for) operations
Net income	$	24,178		$	27,847
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other	34,661			27,638
Stock-based compensation	3,866			2,898
Pension expense	1,212			2,881
Deferred income taxes	3,901			7,187
Change in fair value of interest rate swaps	1,601			—
Other	72			(622		)
Decrease (increase) in working capital, net of acquisitions
Receivables	(76,937		)	(61,885		)
Inventories	(59,304		)	(20,653		)
Prepaid expenses and other	(4,508		)	(3,375		)
Accounts payable and accrued liabilities	96,403			78,457
Pension contributions	(2,778		)	(53,203		)
Income taxes payable	18,696			14,499
Other	4,955			(1,954		)
Net cash provided by operations	46,018			19,715

Cash provided by (used for) investment
Expenditures for property and equipment	(35,101		)	(31,433		)
Acquisitions of businesses and facilities	(215,900		)	—
Proceeds from sales of assets and other	255			263
Net cash used for investment	(250,746		)	(31,170		)

Cash provided by (used for) financing
Borrowings of long-term debt, including revolving credit facility	352,700			50,000
Payments on revolving credit facility	(232,700		)	—
Treasury stock purchased	(2,632		)	(6,109		)
Financing costs	(543		)	(655		)
Tax withholding payments on stock-based awards	(383		)	(1,063		)
Other	(121		)	660
Net cash provided by financing	116,321			42,833

Net increase (decrease) in cash and cash equivalents	(88,407		)	31,378

Balance at beginning of the period	184,496			163,549

Balance at end of the period	$	96,089		$	194,927

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Table of Contents

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 plywood and engineered wood products (EWP) in North America and a leading U.S. wholesale distributor of building products.

We operate our business using three reportable segments: (1) Wood Products, which manufactures plywood, EWP, ponderosa pine lumber, studs, and particleboard; (2) Building Materials Distribution, which is a wholesale distributor of building materials; and (3) Corporate and Other, which includes corporate support staff services, related assets and liabilities, pension plan activity, and foreign currency exchange gains and losses. 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 2015 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 2015 Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 and Customer Rebates and Allowances

We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. At June 30, 2016, and December 31, 2015, we had $3.9 million and $7.7 million, respectively, of vendor

Table of Contents

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.

We also provide rebates to our customers and our customers' customers based on the volume of their purchases. We provide the rebates to increase the sell-through of our products. The rebates are recorded as a decrease in "Sales." At June 30, 2016, and December 31, 2015, we had $32.2 million and $27.7 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

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 $4.5 million for both the three months ended June 30, 2016 and 2015, and $8.9 million and $9.0 million for the six months ended June 30, 2016 and 2015, respectively. Sublease rental income was not material in any of the periods presented.

Inventories

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



	June 30, 2016		December 31, 2015
	(thousands)
Finished goods and work in process	$	365,058	$	292,826
Logs	57,648		58,299
Other raw materials and supplies	39,292		33,732
	$	461,998	$	384,857

Property and Equipment

Property and equipment consisted of the following asset classes:



	June 30, 2016			December 31, 2015
	(thousands)
Land	$	38,696		$	36,876
Buildings	127,239			106,269
Improvements	49,023			46,205
Mobile equipment, information technology, and office furniture	117,194			109,702
Machinery and equipment	579,355			437,433
Construction in progress	38,128			34,661
	949,635			771,146
Less accumulated depreciation	(396,859		)	(368,480		)
	$	552,776		$	402,666

As of June 30, 2016, $149.1 million of property and equipment relates to two engineered wood products facilities acquired by us on March 31, 2016. For more information, see Note 5, Acquisitions.

Table of Contents

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 U.S. generally accepted accounting principles (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 measured at fair value. As of June 30, 2016, and December 31, 2015, we held $69.4 million and $170.2 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, 2016 and December 31, 2015, the book value of our fixed-rate debt for each period was $300.0 million, and the fair value was estimated to be $306.0 million and $309.0 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 and revolving credit facility are based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. Because the interest rate on the term loans and revolving credit facility are based on current market conditions, we believe that the estimated fair value of the outstanding balance on our term loans and revolving credit facility approximates book value. As discussed below, we also have interest rate swaps to mitigate our variable interest rate exposure, the fair value of which are 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, management may enter 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. We do not speculate using derivative instruments.

On February 16, 2016 and March 31, 2016, we entered into two 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. 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 debt. 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 a 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, 2016, we recorded a long-term liability of $1.6 million recorded in "Other long-term liabilities" 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, 2016, and December 31, 2015, receivables from two customers each accounted for approximately 12% and 10%, respectively, of total receivables. No other customer accounted for 10% or more of total receivables.

Table of Contents

New and Recently Adopted Accounting Standards

In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This new standard is effective for annual periods beginning after December 15, 2016, and interim periods within that reporting period. Early adoption is permitted in any interim or annual period, with adjustments reflected as of the beginning of the fiscal year of adoption. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases. 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 U.S. 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. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our financial statements.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. This ASU requires entities to measure most inventory "at the lower of cost or net realizable value," thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. Although the new standard is not effective until annual and interim reporting periods beginning after December 15, 2016, early adoption is permitted. We do not expect the adoption of this guidance to have a material effect on our financial statements.

In May 2015, the FASB issued ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures of Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. This ASU also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Although we adopted the new standard on January 1, 2016, there was no effect on our interim reporting periods. The adoption of this standard will affect certain pension asset disclosures in our annual reporting period and will have no impact on our results of operations, financial position, or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU 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 ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. At its July 9, 2015, meeting, the FASB decided to delay the effective date of the revenue recognition standard by one year. The new standard is now effective for annual and interim reporting periods beginning after December 15, 2017. However, reporting entities may choose to adopt the standard as of the original effective date. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our financial statements.

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.

Table of Contents


3.	Income Taxes

For the three and six months ended June 30, 2016, we recorded $10.7 million and $13.7 million, respectively, of income tax expense and had an effective rate of 35.8% and 36.1%, respectively. For the three and six months ended June 30, 2015, we recorded $11.6 million and $16.2 million, respectively, of income tax expense and had an effective rate of 36.5% and 36.8%, respectively. During the three and six months ended June 30, 2016, 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, offset partially by other tax credits. During the three and six months ended June 30, 2015, 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, offset partially by the domestic production activities deduction.

During the six months ended June 30, 2016 and 2015, refunds received, net of cash paid for taxes, were $8.9 million and $5.5 million, respectively.


4.	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) 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 performance stock units (PSUs) for each period using the treasury stock method. Under the treasury stock method, the exercise price of a share, the amount of compensation expense, if any, for future service that has not yet been recognized, and the amount of tax benefits that would be recorded in additional paid-in capital, if any, when the share is exercised 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
	2016		2015		2016		2015
	(thousands, except per-share data)
Net income	$	19,228	$	20,230	$	24,178	$	27,847
Weighted average common shares outstanding during the period (for basic calculation)	38,814		39,494		38,834		39,496
Dilutive effect of other potential common shares	158		106		16		108
Weighted average common shares and potential common shares (for diluted calculation)	38,972		39,600		38,850		39,604

Net income per common share - Basic	$	0.50	$	0.51	$	0.62	$	0.71
Net income per common share - Diluted	$	0.49	$	0.51	$	0.62	$	0.70

The computation of the dilutive effect of other potential common shares excludes stock awards representing 0.2 million shares and no shares of common stock, respectively, in the three months ended June 30, 2016 and 2015, and 0.6 million shares and 0.1 million shares of common stock, respectively, in the six months ended June 30, 2016 and 2015. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.


5.	Acquisitions

On March 31, 2016, our wholly owned subsidiary, Boise Cascade Wood Products, L.L.C., completed the acquisition of Georgia-Pacific LLC's and certain of its affiliates' (collectively, "GP") engineered wood products facilities located in Thorsby, Alabama, and Roxboro, North Carolina, for an aggregate purchase price of $215.9 million, including a post-closing adjustment of $0.3 million based upon a working capital target (the Acquisition). We funded the Acquisition and related costs with cash on hand, a new $75.0 million term loan, and a $55.0 million draw under our revolving credit facility. Acquisition-related costs of $3.5 million are recorded in "General and administrative expenses" in our Consolidated Statements of

Table of Contents

Operations for the six months ended June 30, 2016. For additional information on the new term loan and draw under our revolving credit facility, see Note 7, Debt.

These facilities complement our existing EWP business and position us to support customers as the U.S. housing recovery continues in the years ahead. The additional EWP capacity will also help us cost effectively deliver products to our customers in the eastern and southeastern United States. Sales, including sales to our Building Materials Distribution segment, and income from operations (excluding sales and marketing costs) from these facilities of $23.4 million and $1.5 million, respectively, were reported as part of the Wood Products segment for second quarter 2016.

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 primary qualitative factor that contributed to the recognition of goodwill relates to additional capacity and an assembled workforce in key product lines to serve future and existing customers. The facilities are geographically located in a high growth housing area that allows us to optimize our mill system and realize freight and other cost synergies. All of the goodwill was assigned to the Wood Products segment and is deductible for U.S. income tax purposes.

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



	Acquisition Date Fair Value
	(thousands)
Accounts receivable	$	10,467
Inventories	17,837
Property and equipment	149,135
Other assets	619
Intangible assets:
Customer relationships	6,000
Goodwill	33,610
Assets acquired	217,668

Accrued liabilities	1,768
Liabilities assumed	1,768

Net assets acquired	$	215,900

Pro Forma Financial Information

The following pro forma financial information presents the combined results of operations as if the two GP engineered wood products facilities had been combined with us on January 1, 2015. The pro forma financial information also gives effect to the issuance of a $75.0 million term loan due March 30, 2026 and a $55.0 million draw under our revolving credit facility to partially finance the Acquisition, as if such transactions had occurred on January 1, 2015. The pro forma results are intended for information purposes only and do not purport to represent what the combined companies' results of operations would actually have been had the related transactions in fact occurred on January 1, 2015. They also do not reflect any revenue enhancements or cost savings, operating synergies, customer attrition, or incremental depreciation upon the restart of laminated veneer lumber assets at Roxboro.

Table of Contents



	Pro Forma
	Three Months Ended June 30		Six Months Ended June 30
	2015		2016		2015
	(unaudited, thousands, except per-share data)
Sales	$	978,674	$	1,951,662	$	1,806,857
Net income (a)	$	20,710	$	27,281	$	27,899
Net income per common share - Basic	$	0.52	$	0.70	$	0.71
Net income per common share - Diluted	$	0.52	$	0.70	$	0.70

___________________________________


(a)	The pro forma financial information for the six months ended June 30, 2016, was adjusted to exclude $3.5 million of pre-tax acquisition-related costs for legal, accounting, and other advisory-related services.


6.	Goodwill and Intangible Assets

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 carrying amount of our goodwill by segment is as follows:



	Building Materials Distribution		Wood Products			Corporate and Other		Total
	(thousands)
Balance at December 31, 2015	$	5,593	$	16,230		$	—	$	21,823
Additions	—		33,610		(a)	—		33,610
Balance at June 30, 2016	$	5,593	$	49,840		$	—	$	55,433

___________________________________


(a)	Represents the acquisition of GP's two engineered wood products facilities. For additional information, see Note 5, Acquisitions.

At June 30, 2016 and December 31, 2015, intangible assets represent the values assigned to trade names and trademarks and customer relationships. The trade names and trademarks have indefinite lives and are not amortized. The weighted-average useful life for customer relationships from the date of purchase is approximately 11 years. Amortization expense is expected to be approximately $0.7 million per year for the next five years.

Intangible assets consisted of the following:



	June 30, 2016
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(thousands)
Trade names and trademarks	$	8,900	$	—		$	8,900
Customer relationships	7,400		(407		)	6,993
	$	16,300	$	(407	)	$	15,893



	December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(thousands)
Trade names and trademarks	$	8,900	$	—		$	8,900
Customer relationships	1,400		(210		)	1,190
	$	10,300	$	(210	)	$	10,090

Table of Contents


7.	Debt

Long-term debt consisted of the following:



	June 30, 2016			December 31, 2015
	(thousands)
Term loan	$	75,000		$	—
Asset-based revolving credit facility	45,000			—
Asset-based credit facility term loan	50,000			50,000
6.375% senior notes	299,990			299,990
Unamortized premium on 6.375% senior notes	1,105			1,215
Deferred financing costs	(6,509		)	(6,616		)
Long-term debt	$	464,586		$	344,589

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 (Term Loan Agreement) with American AgCredit, PCA, as administrative agent and sole lead arranger, and the banks 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. The remaining principal balance is due and payable on March 30, 2026. The Term Loan may be repaid from time to time at the discretion of the borrowers without premium or penalty. However, any principal amount of Term Loan repaid may not be subsequently re-borrowed.

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.

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). The Term Loan was issued by three institutions within the Farm Credit system and will be eligible for patronage credits. During the period for which the Term Loan was outstanding, the average interest rate on the Term Loan was approximately 2.32%.

We expect to receive patronage credits under the 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 net interest rate on the Term Loan was approximately 1.6%.

Proceeds from the Term Loan were used to partially finance the purchase of Georgia-Pacific LLC’s engineered wood products facilities in Thorsby, Alabama and Roxboro, North Carolina (Acquired Facilities). The Term Loan is secured by a first priority mortgage on the Acquired Facilities and a first priority security interest on the equipment and certain tangible personal property located therein. For additional information on the Acquired Facilities, see Note 5, Acquisitions.

Table of Contents

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., Chester Wood Products LLC, and Moncure Plywood LLC, as guarantors, entered into an Amended and Restated Credit Agreement (Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders. The Amended Agreement includes a $350 million senior secured asset-based revolving credit facility (Revolving Credit Facility) maturing on April 30, 2020 and a $50.0 million term loan (ABL Term Loan) maturing on May 1, 2022. 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). On February 11, 2016, we entered into the second amendment to the Amended Agreement so that the LIBOR rate for the ABL Term Loan is determined and adjusted on a monthly basis rather than a daily basis. On June 30, 2016, we entered into a joinder and revolver increase agreement that increased the aggregate revolving commitments from $350 million to $370 million. Also on June 30, 2016, we entered into the third amendment to the Amended Agreement to make certain modifications to the definition of eligible accounts in the Amended Agreement to increase the concentration limit related to certain accounts owed to the borrowers for purposes of determining borrowing base.

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 equityholders, 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, 2016, was $319.1 million.

The Amended Agreement generally permits dividends only if certain conditions are met, including complying with either (i) pro forma Excess Availability (as defined in the Amended Agreement) equal to or exceeding 25% of the aggregate Revolver Commitments (as defined in the Amended Agreement) or (ii) (x) pro forma Excess Availability equal to or exceeding 15% of the aggregate Revolver Commitment and (y) a fixed-charge coverage ratio of 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 credit 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 ranging from 0.25% to 0.375% per annum (based on facility utilization) of the average unused portion of the lending commitments.

At June 30, 2016, we had $45.0 million outstanding under the Revolving Credit Facility and $5.9 million of letters of credit outstanding. At December 31, 2015, we had no borrowings outstanding under the Revolving Credit Facility and $5.6 million of letters of credit outstanding. These letters of credit and borrowings, if any, reduced our borrowing capacity under the Revolving Credit Facility by an equivalent amount. During the six months ended June 30, 2016, the minimum and maximum borrowings under the Revolving Credit Facility were zero and $101.5 million, respectively, and the average interest rate on borrowings was approximately 1.69%.

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 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

Table of Contents

Agreement). During the period for which the ABL Term Loan was outstanding, the average interest rate on the ABL Term Loan was approximately 2.18%.

We have received and expect to continue receiving patronage credits under the ABL Term Loan. Patronage credits are recorded as a reduction to interest expense in the year earned. After giving effect to expected patronage distributions, the effective net interest rate on the ABL Term Loan was approximately 1.4%.

Senior Notes

On October 22, 2012, Boise Cascade and its wholly owned subsidiary, Boise Cascade Finance Corporation (Boise Finance and together with Boise Cascade, the Co-issuers), issued $250 million of 6.375% senior notes due November 1, 2020 (Senior Notes) through a private placement that was exempt from the registration requirements of the Securities Act of 1933, as amended (Securities Act). Interest on our Senior Notes is payable semiannually in arrears on May 1 and November 1. On March 28, 2013, Boise Finance was merged with and into Boise Cascade, with Boise Cascade as the surviving entity and sole issuer of the Senior Notes. The Senior Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor or co-borrower under our Amended Agreement.

On August 15, 2013, we issued an additional $50 million in aggregate principal amount of Senior Notes in a private placement that was exempt from registration under the Securities Act. The additional $50 million of Senior Notes were priced at 103.5% of their principal amount plus accrued interest from May 1, 2013, and were issued as additional Senior Notes under the related indenture dated as of October 22, 2012.

On May 8, 2013 and November 26, 2013, we completed offers to exchange any and all of our $250 million and $50 million, respectively, outstanding Senior Notes for a like principal amount of new 6.375% Senior Notes due 2020 having substantially identical terms to those of the Senior Notes. $250 million and $49,990,000 in aggregate principal amount (or 100% and 99.98%, respectively) of the outstanding Senior Notes were tendered and accepted for exchange upon closing of the related exchange offers and have been registered under the Securities Act.

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, 2016 and 2015, cash payments for interest were $11.2 million and $10.1 million, respectively.

8. Retirement and Benefit Plans

The following table presents the pension benefit costs:



	Three Months Ended June 30						Six Months Ended June 30
	2016			2015			2016			2015
	(thousands)
Service cost	$	282		$	239		$	567		$	714
Interest cost	4,789			4,744			9,571			9,451
Expected return on plan assets	(5,076		)	(5,495		)	(10,179		)	(10,695		)
Amortization of actuarial loss	478			1,311			956			2,910
Plan settlement loss	—			—			297			501
Net periodic benefit expense	$	473		$	799		$	1,212		$	2,881

In the first six months of 2016, we contributed $2.8 million in cash to the pension plans. For the remainder of 2016, we expect to make approximately $1.0 million in additional cash contributions to the pension plans.

Table of Contents


9.	Stock-Based Compensation

In February 2016 and 2015, we granted two types of stock-based awards under the 2013 Incentive Plan: performance stock units (PSUs) and restricted stock units (RSUs).

PSU and RSU Awards

During the six months ended June 30, 2016, we granted 418,344 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 2016 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 2016 EBITDA, defined as income before interest (interest expense, interest income, and change in fair value of interest rate swaps), 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, net of estimated forfeitures, over the requisite service period based on the most probable number of shares expected to vest.

During the six months ended June 30, 2015, we granted 116,325 PSUs to our officers and other employees, subject to performance and service conditions. During the 2015 performance period, participants earned 63% of the target based on Boise Cascade’s 2015 EBITDA, determined by our Compensation Committee in accordance with the related grant agreement.

During the six months ended June 30, 2016 and 2015, we granted an aggregate of 330,678 and 139,535 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

The PSUs granted to officers, if earned, generally vest over one to three year periods 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, provided that such vested shares will not be delivered to the directors until six months following termination from the board of directors.

We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date, and we record compensation expense over the awards' vesting period. Any shares not vested are forfeited. During the six months ended June 30, 2016 and 2015, the total fair value of PSUs and RSUs vested was $1.8 million and $3.2 million.

The following summarizes the activity of our PSUs and RSUs awarded under the 2013 Incentive Plan for the six months ended June 30, 2016:



	PSUs				RSUs
	Number of shares		Weighted Average Grant-Date Fair Value		Number of shares		Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2015	134,786		$	35.09	153,343		$	35.41
Granted	418,344		16.56		330,678		16.60
Vested	(32,057	)	36.12		(71,956	)	36.14
Forfeited (a)	(44,029	)	35.04		(3,481	)	22.01
Outstanding, June 30, 2016	477,044		$	18.78	408,584		$	20.17

__________________


(a)	Total PSUs forfeited during the six months ended June 30, 2016 includes 40,726 shares related to the performance condition adjustment, as participants earned 63% of the target based on Boise Cascade’s 2015 EBITDA.

Table of Contents

Compensation Expense

Stock-based compensation expense is recognized only for those awards that are expected to vest, with forfeitures estimated at the date of grant based on our historical experience and future expectations. We recognize the effect of adjusting the estimated forfeiture rates in the period in which we change such estimated rates. 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, RSUs, and stock options net of estimated forfeitures, was as follows:



	Three Months Ended June 30				Six Months Ended June 30
	2016		2015		2016		2015
	(thousands)
PSUs	$	1,168	$	720	$	1,874	$	1,214
RSUs	1,005		841		1,911		1,403
Stock options	—		132		81		281
Total	$	2,173	$	1,693	$	3,866	$	2,898

The related tax benefit for the six months ended June 30, 2016 and 2015, was $1.5 million and $1.1 million, respectively. As of June 30, 2016, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $12.8 million, net of estimated forfeitures. This expense is expected to be recognized over a weighted-average period of 2.0 years.

10. Stockholders' Equity

Stock Repurchase

On February 25, 2015, our Board of Directors (Board) authorized a two million share repurchase program (Program) pursuant to which we may, from time to time, purchase shares of our common stock through various means including, without limitation, open market transactions, privately negotiated transactions, or accelerated share repurchase transactions. We are not obligated to purchase any shares and there is no set date that the Program will expire. The Board may increase or decrease the number of shares under the Program or terminate the Program in its discretion at any time. During 2016, we repurchased 180,100 shares under the Program at a cost of $2.6 million, or an average of $14.62 per share. During 2015, we repurchased 175,085 shares under the Program at a cost of $6.1 million, or $34.89 per share. The shares were purchased with cash on hand and are recorded as "Treasury stock" on our Consolidated Balance Sheet. As of June 30, 2016, there were 1,096,989 shares of common stock that may yet be purchased under the Program.

Accumulated Other Comprehensive Loss

The following table details the changes in accumulated other comprehensive loss for the three and six months ended June 30, 2016 and 2015:



	Three Months Ended June 30						Six Months Ended June 30
	2016			2015			2016			2015
	(thousands)
Beginning Balance, net of taxes	$	(92,538	)	$	(100,204	)	$	(93,015	)	$	(101,498	)
Net actuarial gain, before taxes	—			19,345			—			19,345
Amortization of actuarial loss, before taxes (a)	478			1,312			956			2,910
Effect of settlements, before taxes (a)	—			—			297			501
Income taxes	(184		)	(7,926		)	(482		)	(8,731		)
Ending Balance, net of taxes	$	(92,244	)	$	(87,473	)	$	(92,244	)	$	(87,473	)

___________________________________

Table of Contents


(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.


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 $4.5 million and $5.0 million, respectively, during the three months ended June 30, 2016 and 2015, and $9.2 million and $11.3 million, respectively, during the six months ended June 30, 2016 and 2015. These sales are recorded in "Sales" in our Consolidated Statements of Operations.

Costs and Expenses

Related-party wood fiber purchases from LTP were $21.9 million and $23.2 million, respectively, during the three months ended June 30, 2016 and 2015, and $43.4 million and $45.1 million, respectively, during the six months ended June 30, 2016 and 2015. 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 three reportable segments: Wood Products, Building Materials Distribution, and Corporate and Other. There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 15, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2015 Form 10-K.

An analysis of our operations by segment is as follows:



									Income
									(Loss)
	Sales								Before			Depreciation
			Inter-						Income			and		EBITDA
	Trade		segment			Total			Taxes			Amortization		(a)
	(millions)
Three Months Ended June 30, 2016
Wood Products	$	193.6	$	152.7		$	346.4		$	16.3		$	14.8	$	31.1
Building Materials Distribution	850.0		—			850.0			29.1			3.4		32.5
Corporate and Other	0.1		—			0.1			(7.5		)	0.4		(7.1		)
Intersegment eliminations	—		(152.7		)	(152.7		)	—			—		—
	$	1,043.8	$	—		$	1,043.8		37.9			$	18.6	$	56.4
Interest expense									(6.4		)
Interest income									—
Change in fair value of interest rate swaps									(1.5		)
									$	30.0

Table of Contents



									Income
									(Loss)
	Sales								Before			Depreciation
			Inter-						Income			and		EBITDA
	Trade		segment			Total			Taxes			Amortization		(a)
	(millions)
Three Months Ended June 30, 2015
Wood Products	$	193.5	$	146.4		$	339.9		$	23.7		$	10.3	$	34.1
Building Materials Distribution	761.9		0.2			762.1			19.6			2.9		22.5
Corporate and Other	—		—			—			(5.9		)	0.1		(5.8		)
Intersegment eliminations	—		(146.6		)	(146.6		)	—			—		—
	$	955.4	$	—		$	955.4		37.4			$	13.3	$	50.7
Interest expense									(5.6		)
Interest income									0.1
									$	31.9




									Income
									(Loss)
	Sales								Before			Depreciation
			Inter-						Income			and		EBITDA
	Trade		segment			Total			Taxes			Amortization		(a)
	(millions)
Six Months Ended June 30, 2016
Wood Products	$	356.9	$	292.9		$	649.8		$	22.2		$	26.4	$	48.6
Building Materials Distribution	1,567.3		—			1,567.3			42.5			6.6		49.1
Corporate and Other	0.3		—			0.3			(13.2		)	0.8		(12.4		)
Intersegment eliminations	—		(292.9		)	(292.9		)	—			—		—
	$	1,924.5	$	—		$	1,924.5		51.5			$	33.8	$	85.3
Interest expense									(12.2		)
Interest income									0.2
Change in fair value of interest rate swaps									(1.6		)
									$	37.8




									Income
									(Loss)
	Sales								Before			Depreciation
			Inter-						Income			and		EBITDA
	Trade		segment			Total			Taxes			Amortization		(a)
	(millions)
Six Months Ended June 30, 2015
Wood Products	$	380.5	$	268.7		$	649.2		$	44.6		$	21.1	$	65.7
Building Materials Distribution	1,384.8		0.2			1,385.0			22.9			5.6		28.5
Corporate and Other	—		—			—			(12.5		)	0.1		(12.4		)
Intersegment eliminations	—		(268.9		)	(268.9		)	—			—		—
	$	1,765.3	$	—		$	1,765.3		55.0			$	26.9	$	81.8
Interest expense									(11.1		)
Interest income									0.1
									$	44.1

__________________


(a)	EBITDA is defined as income (loss) before interest (interest expense, interest income, and change in fair value of interest rate swaps), income taxes, and depreciation and amortization. EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance and to decide how to allocate resources to segments. We believe EBITDA is

Table of Contents

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

The following is a reconciliation of net income to EBITDA for the consolidated company:



	Three Months Ended June 30					Six Months Ended June 30
	2016		2015			2016			2015
	(millions)
Net income	$	19.2	$	20.2		$	24.2		$	27.8
Interest expense	6.4		5.6			12.2			11.1
Interest income	—		(0.1		)	(0.2		)	(0.1		)
Change in fair value of interest rate swaps	1.5		—			1.6			—
Income tax provision	10.7		11.6			13.7			16.2
Depreciation and amortization	18.6		13.3			33.8			26.9
EBITDA	$	56.4	$	50.7		$	85.3		$	81.8

13. Commitments, Legal Proceedings and Contingencies, and Guarantees

Commitments

We are a party to a number of long-term log and wood fiber supply agreements that are discussed in Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2015 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, 2016, there have been no material changes to the above commitments disclosed in the 2015 Form 10-K.

Legal Proceedings and Contingencies

We are a party to routine legal proceedings that arise in the ordinary course of our business. We are not currently a party to any legal proceedings or environmental claims that we believe would, 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 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2015 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, 2016, there have been no material changes to the guarantees disclosed in the 2015 Form 10-K.


14.	Consolidating Guarantor and Nonguarantor Financial Information

The following consolidating financial information presents the Statements of Comprehensive Income, Balance Sheets, and Statements of Cash Flows related to Boise Cascade. The Senior Notes are guaranteed fully and unconditionally and jointly and severally by each of our existing and future subsidiaries (other than our foreign subsidiaries). Each of our existing

Table of Contents

subsidiaries that is a guarantor of the Senior Notes is 100% owned by Boise Cascade. Other than the consolidated financial statements and footnotes for Boise Cascade and the consolidating financial information, financial statements and other disclosures concerning the guarantors have not been presented because management believes that such information is not material to investors.

Furthermore, the cancellation provisions in the related indenture regarding guarantor subsidiaries are customary, and they do not include an arrangement that permits a guarantor subsidiary to opt out of the obligation prior to or during the term of the debt. Each guarantor subsidiary is automatically released from its obligations as a guarantor upon the sale of the subsidiary or substantially all of its assets to a third party, the designation of the subsidiary as an unrestricted subsidiary for purposes of the covenants included in the indenture, the release of the indebtedness under the indenture, or if the issuer exercises its legal defeasance option or the discharge of its obligations in accordance with the indenture governing the Senior Notes.

Table of Contents

Boise Cascade Company and Subsidiaries

Consolidating Statements of Comprehensive Income

For the Three Months Ended June 30, 2016

(unaudited)



	Boise Cascade Company (Parent)			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	103		$	1,039,139		$	4,531		$	—		$	1,043,773
Intercompany	—			—			5,727			(5,727		)	—
	103			1,039,139			10,258			(5,727		)	1,043,773

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	258			891,237			9,263			(6,043		)	894,715
Depreciation and amortization	428			17,842			282			—			18,552
Selling and distribution expenses	174			76,306			375			—			76,855
General and administrative expenses	6,767			8,529			—			316			15,612
Other (income) expense, net	13			32			127			—			172
	7,640			993,946			10,047			(5,727		)	1,005,906

Income (loss) from operations	(7,537		)	45,193			211			—			37,867

Foreign currency exchange gain (loss)	40			22			(34		)	—			28
Interest expense	(6,391		)	(36		)	—			—			(6,427		)
Interest income	7			20			—			—			27
Change in fair value of interest rate swaps	(1,532		)	—			—			—			(1,532		)
	(7,876		)	6			(34		)	—			(7,904		)

Income (loss) before income taxes and equity in net income of affiliates	(15,413		)	45,199			177			—			29,963
Income tax (provision) benefit	(10,767		)	32			—			—			(10,735		)

Income (loss) before equity in net income of affiliates	(26,180		)	45,231			177			—			19,228
Equity in net income of affiliates	45,408			—			—			(45,408		)	—
Net income	19,228			45,231			177			(45,408		)	19,228

Other comprehensive income, net of tax
Defined benefit pension plans
Amortization of actuarial loss	294			—			—			—			294
Other comprehensive income, net of tax	294			—			—			—			294
Comprehensive income	$	19,522		$	45,231		$	177		$	(45,408	)	$	19,522