UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 2001

(  )

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: 1-5057

BOISE CASCADE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

82-0100960

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1111 West Jefferson Street
P.O. Box 50
Boise, Idaho



83728-0001

(Address of principal executive officers)

(208) 384-6161

(Registrant's telephone number, including area code)

(Zip 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 ___

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Class
Common Stock, $2.50 par value

Shares Outstanding
as of July 31, 2001
57,822,557


PART I - FINANCIAL INFORMATION
BOISE CASCADE CORPORATION AND SUBSIDIARIES
STATEMENTS OF INCOME (LOSS)
(thousands, except per share data)

 

ITEM 1.

FINANCIAL STATEMENTS

Three Months Ended
June 30

_______________________

2001

2000

 

_________

   

_________

 

(unaudited)

Revenues

   Sales

$

1,889,783

$

1,974,875

_________

_________

Costs and expenses

             

   Materials, labor, and other operating expenses  

 

1,511,723

     

1,572,646

 

   Depreciation, amortization, and cost of company
      timber harvested

 


74,753

     


76,966

 

   Selling and distribution expenses

 

202,108

     

202,613

 

   General and administrative expenses

 

32,311

     

32,090

 

   Other (income) expense, net

 

1,395

     

2,231

 

_________

_________

   

1,822,290

     

1,886,546

 

_________

_________

Equity in net income (loss) of affiliates

 

(2,059

)

   

1,715

 

_________

_________

Income from operations

 

65,434

     

90,044

 

_________

_________

Interest expense

 

(32,494

)

   

(37,750

)

Interest income

 

747

     

551

 

Foreign exchange gain (loss)

 

295

     

(238

)

_________

_________

   

(31,452

)

   

(37,437

)

_________

_________

Income before income taxes and minority interest

 

33,982

     

52,607

 

Income tax provision

 

(14,392

)

   

(21,666

)

_________

_________

Income before minority interest

 

19,590

     

30,941

 

Minority interest, net of income tax

 

89

     

66

 

_________

_________

Net income

$

19,679

   

$

31,007

 

=========

=========

               

Net income per common share

             
               

   Basic

 

$0.29

     

$0.49

 

=========

=========

   Diluted

 

$0.28

     

$0.46

 

=========

=========

The accompanying notes are an integral part of these Financial Statements.

PART I - FINANCIAL INFORMATION
BOISE CASCADE CORPORATION AND SUBSIDIARIES
STATEMENTS OF INCOME (LOSS)
(thousands, except per share data)

(Continued)

 

Six Months Ended
June 30

_______________________

2001

2000

_________

_________

(unaudited)

Revenues

   Sales

$

3,791,039

$

3,970,768

_________

_________

Costs and expenses

             

   Materials, labor, and other operating expenses  

 

3,051,321

     

3,154,015

 

   Depreciation, amortization, and cost of company
      timber harvested

 


148,121

     


150,682

 

   Selling and distribution expenses

 

408,311

     

403,299

 

   General and administrative expenses

 

61,989

     

61,126

 

   Other (income) expense, net

 

73,714

     

7,385

 

_________

_________

   

3,743,456

     

3,776,507

 

_________

_________

Equity in net income (loss) of affiliates

 

(4,023

)

   

4,036

 

_________

_________

Income from operations

 

43,560

     

198,297

 

_________

_________

Interest expense

 

(66,286

)

   

(74,435

)

Interest income

 

1,167

     

1,055

 

Foreign exchange loss

 

(2,324

)

   

(464

)

_________

_________

   

(67,443

)

   

(73,844

)

_________

_________

Income (loss) before income taxes and minority interest

 

(23,883

)

   

124,453

 

Income tax (provision) benefit

 

7,867

     

(50,404

)

_________

_________

Income (loss) before minority interest

 

(16,016

)

   

74,049

 

Minority interest, net of income tax

 

195

     

(3,478

)

_________

_________

Net income (loss)

$

(15,821

)

 

$

70,571

 

=========

=========

               

Net income (loss) per common share

             
               

   Basic

 

$(0.39

)

   

$1.12

 

=========

=========

   Diluted

 

$(0.39

)

   

$1.06

 

=========

=========

The accompanying notes are an integral part of these Financial Statements.

BOISE CASCADE CORPORATION AND SUBSIDIARIES
BALANCE SHEETS

(thousands)

ASSETS

 

June 30

   

December 31

 
 

_________________________

   

___________

 
 

2001

     

2000

   

2000

 
 

_________

   

___________

   

___________

 
 

(unaudited)

         

Current

                     

   Cash and cash equivalents

$

68,927

   

$

64,000

   

$

62,820

 

   Receivables, less allowances

                     

      of $9,814, $11,217, and $7,607

 

516,261

     

634,576

     

671,793

 

   Inventories

 

667,964

     

669,329

     

747,829

 

   Deferred income tax benefits

 

75,303

     

54,908

     

50,924

 

   Other

 

47,264

     

48,412

     

43,955

 
 

__________

   

___________

   

___________

 
   

1,375,719

     

1,471,225

     

1,577,321

 
 

__________

   

___________

   

___________

 

Property

                     

   Property and equipment

                     

      Land and land improvements

 

70,479

     

73,421

     

70,551

 

      Buildings and improvements

 

659,693

     

636,378

     

648,256

 

     Machinery and equipment

 

4,507,571

     

4,370,729

     

4,447,628

 
 

__________

   

___________

   

___________

 
   

5,237,743

     

5,080,528

     

5,166,435

 

   Accumulated depreciation

 

(2,663,080

)

   

(2,526,445

)

   

(2,584,784

)

 

__________

   

___________

   

___________

 
   

2,574,663

     

2,554,083

     

2,581,651

 

   Timber, timberlands, and timber deposits

 

294,842

     

293,687

     

291,132

 
 

__________

   

___________

   

___________

 
   

2,869,505

     

2,847,770

     

2,872,783

 
 

__________

   

___________

   

___________

 

Goodwill, net of amortization

                     

   of $55,297, $60,107, and $49,053

 

403,042

     

566,318

     

403,331

 

Investments in equity affiliates

 

121,156

     

42,697

     

134,757

 

Other assets

 

274,700

     

232,028

     

278,731

 
 

__________

   

___________

   

___________

 

Total assets

$

5,044,122

   

$

5,160,038

   

$

5,266,923

 
 

==========

   

===========

   

===========

 

The accompanying notes are an integral part of these Financial Statements.

BOISE CASCADE CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
(thousands, except share amounts)

LIABILITIES AND SHAREHOLDERS' EQUITY

 

June 30

   

December 31

 
 

_______________________

   

___________

 
 

2001

   

2000

   

2000

 
 

_________

   

_________

   

___________

 
 

(unaudited)

         

Current

                     

   Short-term borrowings

$

49,400

   

$

90,791

   

$

52,000

 

   Current portion of long-term debt

 

526,096

     

87,757

     

41,314

 

   Income taxes payable

 

16,536

     

2,058

     

15,884

 

   Accounts payable

 

569,285

     

607,103

     

596,882

 

   Accrued liabilities

                     

      Compensation and benefits

 

149,109

     

135,185

     

150,138

 

      Interest payable

 

24,668

     

26,797

     

27,802

 

      Other

 

154,541

     

117,728

     

130,374

 
 

_________

   

_________

   

___________

 
   

1,489,635

     

1,067,419

     

1,014,394

 
 

_________

   

_________

   

___________

 

Debt

                     

   Long-term debt, less current portion

 

1,053,978

     

1,727,584

     

1,714,776

 

   Guarantee of ESOP debt

 

99,415

     

125,523

     

107,911

 
 

_________

   

_________

   

___________

 
   

1,153,393

     

1,853,107

     

1,822,687

 
 

_________

   

_________

   

___________

 

Other

                     

   Deferred income taxes

 

381,557

     

326,500

     

383,646

 

   Other long-term liabilities

 

291,780

     

236,283

     

279,755

 
 

_________

   

_________

   

___________

 
   

673,337

     

562,783

     

663,401

 
 

_________

   

_________

   

___________

 

Minority interest

 

-

     

9,540

     

9,469

 
 

_________

   

_________

   

___________

 

Shareholders' equity

                     

   Preferred stock -- no par value; 10,000,000       shares authorized;

                     

      Series D ESOP: $.01 stated value; 4,569,843;
         4,815,003; and 4,688,030 shares outstanding

 


205,643

     


216,675

     


210,961

 

      Deferred ESOP benefit

 

(99,415

)

   

(125,523

)

   

(107,911

)

   Common stock -- $2.50 par value; 200,000,000
      shares authorized; 57,550,571; 57,330,829;
      and 57,337,158 shares outstanding

 



143,876

     



143,327

     



143,343

 

   Additional paid-in capital

 

460,774

     

454,526

     

454,849

 

   Retained earnings

 

1,040,308

     

994,881

     

1,074,228

 

   Accumulated other comprehensive income (loss)

 

(23,429

)

   

(16,697

)

   

(18,498

)

 

_________

   

_________

   

___________

 

      Total shareholders' equity

 

1,727,757

     

1,667,189

     

1,756,972

 
 

_________

   

_________

   

___________

 

Total liabilities and shareholders' equity

$

5,044,122

   

$

5,160,038

   

$

5,266,923

 
 

=========

   

=========

   

===========

 


The accompanying notes are an integral part of these Financial Statements.

 

BOISE CASCADE CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(thousands)

 

Six Months Ended
June 30

 
 

__________________________

 
 

2001

   

2000

 
 

___________

   

___________

 
 

(unaudited)

 
               

Cash provided by (used for) operations

             

   Net income (loss)

$

(15,821

)

 

$

70,571

 

   Items in income (loss) not using (providing) cash

             

      Equity in net (income) loss of affiliates

 

4,023

     

(4,036

)

      Depreciation, amortization, and cost of
         company timber harvested

 


148,121

     


150,682

 

      Deferred income tax provision (benefit)

 

(23,098

)

   

18,136

 

      Minority interest, net of income tax

 

(195

)

   

3,478

 

      Restructuring activities

 

58,929

     

-

 

      Other

 

13,195

     

464

 

   Receivables

 

(13,427

)

   

29,033

 

   Inventories

 

78,073

     

37,997

 

   Accounts payable and accrued liabilities

 

(23,454

)

   

20,221

 

   Current and deferred income taxes

 

1,550

     

(18,209

)

   Other

 

(969

)

   

(9,710

)

 

___________

   

___________

 

      Cash provided by operations

 

226,927

     

298,627

 
 

___________

   

___________

 

Cash provided by (used for) investment

             

   Expenditures for property and equipment

 

(132,605

)

   

(140,778

)

   Expenditures for timber and timberlands

 

(8,957

)

   

(7,414

)

   Investments in equity affiliates, net

 

(500

)

   

(1,290

)

   Purchase of minority interest

 

-

     

(216,087

)

   Purchase of facilities

 

(4,655

)

   

(14,754

)

   Sale of operating assets

 

160,984

     

-

 

   Other

 

(30,213

)

   

(26,154

)

 

___________

   

___________

 

      Cash used for investment

 

(15,946

)

   

(406,477

)

 

___________

   

___________

 

Cash provided by (used for) financing

             

   Cash dividends paid

             

      Common stock

 

(17,209

)

   

(17,157

)

      Preferred stock

 

(7,683

)

   

(8,139

)

 

___________

   

___________

 
   

(24,892

)

   

(25,296

)

               

   Short-term borrowings

 

(2,600

)

   

18,991

 

   Additions to long-term debt

 

14,559

     

215,409

 

   Payments of long-term debt

 

(191,299

)

   

(102,518

)

   Other

 

(642

)

   

(1,671

)

 

___________

   

___________

 

      Cash provided by (used for) financing

 

(204,874

)

   

104,915

 
 

___________

   

___________

 
               

Increase (decrease) in cash and cash equivalents

 

6,107

     

(2,935

)

Balance at beginning of the year

 

62,820

     

66,935

 
 

___________

   

___________

 

Balance at June 30

$

68,927

   

$

64,000

 
 

===========

   

===========

 


The accompanying notes are an integral part of these Financial Statements.

NOTES TO QUARTERLY FINANCIAL STATEMENTS

(1)

BASIS OF PRESENTATION. We have prepared the quarterly financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Some information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations. These statements should be read together with the statements and the accompanying notes included in our 2000 Annual Report.

The quarterly financial statements have not been audited by independent public accountants, but in the opinion of management, all adjustments necessary to present fairly the results for the periods presented have been included. Net income (loss) for the three and six months ended June 30, 2001 and 2000, necessarily involved estimates and accruals. Actual results may vary from those estimates. Except as may be disclosed within these "Notes to Quarterly Financial Statements," the adjustments made were of a normal, recurring nature. Quarterly results are not necessarily indicative of results that may be expected for the year.

(2)

OTHER (INCOME) EXPENSE, NET. "Other (income) expense, net" includes gains and losses on the sale and disposition of property and other miscellaneous income and expense items. In first quarter 2001, our corporate and other segment recorded a $10.9 million pretax, noncash charge to accrue for a one-time liability related to postretirement benefits for our Northwest hourly paperworkers. These workers participate in a multiemployer trust which is converting to a single employer trust. The components of "Other (income) expense, net" in our Statements of Income (Loss) are as follows:

   

Three Months Ended
June 30

 

Six Months Ended
June 30

   

_________________

 

_________________

   

2001

 

2000

 

2001

 

2000

   

_______

 

_______

 

_______

 

_______

   

(thousands)

                         

Receivable securitization (Note 5)

 

$

2,478

 

$

1,657

 

$

4,964

 

$

3,233

Restructuring activities (Note 13)

   

-

   

-

   

58,929

   

-

Postretirement benefits

   

-

   

-

   

10,871

   

-

Other, net

   

(1,083

)

 

574

   

(1,050

)

 

4,152

   

_______

 

_______

 

_______

 

_______

   

$

1,395

 

$

2,231

 

$

73,714

 

$

7,385

   

=======

 

=======

 

=======

 

=======

(3)

NET INCOME (LOSS) PER COMMON SHARE. Net income (loss) per common share was determined by dividing net income (loss), as adjusted, by applicable shares outstanding. For the six months ended June 30, 2001, the computation of diluted net loss per share was antidilutive; therefore, the amounts reported for basic and diluted loss were the same.


   

Three Months Ended
June 30

 

Six Months Ended
June 30

 
   

_________________

 

_________________

 
   

2001

 

2000

 

2001

 

2000

 
   

_______

 

_______

 

_______

 

_______

 
   

(thousands)

 
                           

BASIC

                         
                           

Net income (loss) as reported

 

$

19,679

 

$

31,007

 

$

(15,821

)

$

70,571

 

Preferred dividends (a)

   

(3,204

)

 

(3,206

)

 

(6,466

)

 

(6,582

)

   

_______

 

_______

 

_______

 

_______

 

Basic income (loss)

 

$

16,475

 

$

27,801

 

$

(22,287

)

$

63,989

 
   

=======

 

=======

 

=======

 

=======

 

 

   

Three Months Ended
June 30

 

Six Months Ended
June 30

 
   

_________________

 

_________________

 
   

2001

 

2000

 

2001

 

2000

 
   

_______

 

_______

 

_______

 

_______

 
   

(thousands)

 
                           

Average shares used to determine basic    income (loss) per common share

   


57,484

   


57,275

   


57,419

   


57,244

 
   

=======

 

=======

 

=======

 

=======

 
                           

DILUTED

                         
                           

Basic income (loss)

 

$

16,475

 

$

27,801

 

$

(22,287

)

$

63,989

 

Preferred dividends eliminated

   

3,204

   

3,206

   

-

   

6,582

 

Supplemental ESOP contribution

   

(2,658

)

 

(2,741

)

 

-

   

(5,627

)

   

_______

 

_______

 

_______

 

_______

 
                           

Diluted income (loss) (b)

 

$

17,021

 

$

28,266

 

$

(22,287

)

$

64,944

 
   

=======

 

=======

 

=======

 

=======

 

Average shares used to determine basic

                         

   income (loss) per common share

   

57,484

   

57,275

   

57,419

   

57,244

 

Stock options and other

   

537

   

230

   

-

   

272

 

Series D Convertible Preferred Stock

   

3,688

   

3,896

   

-

   

3,934

 
   

_______

 

_______

 

_______

 

_______

 

Average shares used to determine diluted    income (loss) per common share (b)

   


61,709

   


61,401

   


57,419

   


61,450

 
   

=======

 

=======

 

=======

 

=======

 

 

(a)

The dividend attributable to our Series D Convertible Preferred Stock held by our ESOP (employee stock ownership plan) is net of a tax benefit.

(b)

Adjustments reducing the net loss to arrive at diluted loss totaling $1,102 for the six months ended June 30, 2001, were excluded because the calculation of diluted loss per share was antidilutive. Also, for the six months ended June 30, 2001, potentially dilutive common shares of 4,204 were excluded from average shares because they were antidilutive.

(4)

COMPREHENSIVE INCOME (LOSS). Comprehensive income (loss) for the periods include the following:


   

Three Months Ended
June 30

   

Six Months Ended
June 30

 

_________________

_______________

   

2001

   

2000

   

2001

 

2000

 
   

_______

   

_______

   

_______

 

_______

 
   

(thousands)

 
                               

Net income (loss)

 

$

19,679

   

$

31,007

   

$

(15,821

)

$

70,571

 

Other comprehensive income (loss)

                             

   Cumulative foreign currency translation
      adjustment, net of income taxes

   


2,972

     


(1,112


)

   


(4,021


)

 


(4,784


)

   Cash flow hedges, net of income taxes

   

(21

)

   

-

     

(910

)

 

-

 
   

_______

   

_______

   

_______

 

_______

 

Comprehensive income (loss), net of
   income taxes

 


$


22,630

   


$


29,895

   


$


(20,752


)


$


65,787

 
   

=======

   

=======

   

=======

 

=======

 

 

For the three and six months ended June 30, 2001, reclassifications to earnings from the cash flow hedges were not material.

(5)

RECEIVABLES. We have sold fractional ownership interests in a defined pool of trade accounts receivable. At both June 30, 2001 and December 31, 2000, $200 million of sold accounts receivable were excluded from receivables in the accompanying Balance Sheets. Also at June 30, 2000, $150 million of sold accounts receivable were excluded from the accompanying Balance Sheets, compared with the December 31, 1999, balance of $100 million. The portion of fractional ownership interest retained by us is included in accounts receivable in the Balance Sheets. The increase in sold accounts receivable of $50 million over the amount at December 31, 1999, provided cash for operations for the six months ended June 30, 2000. This program consists of a revolving sale of receivables committed to by the purchasers for 364 days and is subject to renewal. Receivable securitization costs related to the program are included in "Other (income) expen se, net" in the Statements of Income (Loss). Under the accounts receivable sale agreement, the maximum amount available from time to time is subject to change based on the level of eligible receivables, restrictions on concentrations of receivables, and the historical performance of the receivables we sell.

(6)

DEFERRED SOFTWARE COSTS. We defer software costs that benefit future years. These costs are amortized on the straight-line method over the expected life of the software. "Other assets" in the Balance Sheets includes deferred software costs of $65.6 million, $51.7 million, and $59.7 million at June 30, 2001 and 2000, and December 31, 2000. Amortization of deferred software costs totaled $4.8 million and $9.4 million for the three and six months ended June 30, 2001, and $3.8 million and $7.2 million for the three and six months ended June 30, 2000.

(7)

INVENTORIES. Inventories include the following:

 

June 30

   

December 31

 
 

_______________________

   

___________

 
   

2001

     

2000

     

2000

 
 

________

   

________

   

___________

 
 

(thousands)

 
                       

Finished goods and work in process

$

567,931

   

$

544,948

   

$

583,030

 

Logs

 

27,547

     

43,516

     

87,176

 

Other raw materials and supplies

 

136,834

     

144,912

     

141,888

 

LIFO reserve

 

(64,348

)

   

(64,047

)

   

(64,265

)

 

________

   

________

   

___________

 
 

$

667,964

   

$

669,329

   

$

747,829

 
 

========

   

========

   

===========

 

(8)

INCOME TAXES. Our effective tax benefit rate for the six months ended June 30, 2001, was 32.9%, compared with an effective tax provision rate of 40.5% for the six months ended June 30, 2000. Before nonroutine items, our estimated annual tax provision rate in 2001 is 42.0%. Our effective tax provision rates were 42.4% and 41.2% for the three months ended June 30, 2001 and 2000. In 2000, our actual tax provision rate was 39.0%. The changes in our tax rates were due primarily to the sensitivity of the rate to changing income levels and the mix of domestic and foreign sources of income.

For the three and six months ended June 30, 2001, we paid income taxes, net of refunds received, of $2.5 million and $10.6 million. We paid $31.1 million and $43.2 million for the same periods in 2000.

(9)

DEBT. We have a revolving credit agreement with 23 major banks that permits us to borrow as much as $600 million at variable interest rates based on the London Interbank Offered Rate (LIBOR). At June 30, 2001, the rate was 4.4%. When the agreement expires in June 2002, any amount outstanding will be due and payable. We intend to negotiate a new revolving credit agreement prior to that date. The revolving credit agreement contains financial covenants relating to minimum net worth, minimum interest coverage ratios, and ceiling ratios of debt to capitalization. Under this agreement, the payment of dividends depends on the existence of and the amount of net worth in excess of the defined minimum. Our net worth at June 30, 2001, exceeded the defined minimum by $101.6 million. At June 30, 2001, the $390.0 million of borrowings outstanding under this agreement were classified in current portion of long-term debt.

In February 2001, we entered into two interest rate swaps with notional amounts of $50 million each and effective fixed interest rates of 5.4% and 5.6% with respect to $100 million of our revolving credit agreement borrowings. The swaps expire in February 2003 and February 2004.

Also at June 30, 2001, we had $49.4 million of short-term borrowings outstanding. At June 30, 2000, we had $90.8 million of short-term borrowings outstanding. The maximum amounts of combined short-term borrowings outstanding during the six months ended June 30, 2001 and 2000, were $125.0 million and $160.5 million. The average amounts of short-term borrowings outstanding during the six months ended June 30, 2001 and 2000, were $45.6 million and $88.8 million. The average interest rates for these borrowings were 5.7% for 2001 and 6.5% for 2000.

At June 30, 2001, we had $430 million of unused borrowing capacity registered with the SEC for additional debt securities. In addition, in July 2000, a registration statement filed with the SEC covering $300 million in universal shelf capacity became effective. Under this filing, we may offer and sell in one or more offerings common stock, preferred stock, debt securities, warrants, and/or purchase contracts.

In March 2000, we retired $100 million of 9.9% notes. Our $125.0 million, 9.85% notes mature in June 2002 and are classified in current portion of long-term debt at June 30, 2001.

Cash payments for interest, net of interest capitalized, were $36.2 million and $69.4 million for the three and six months ended June 30, 2001, and $39.1 million and $77.2 million for the three and six months ended June 30, 2000.

(10)

BOISE CASCADE OFFICE PRODUCTS CORPORATION. In April 2000, we completed a tender offer for the outstanding common stock of BCOP owned by shareholders other than Boise Cascade Corporation. BCOP once again became a wholly owned subsidiary of Boise Cascade Corporation. The purchase price, including transaction costs and payments to shareholders and stock option holders, totaled $216.1 million. It was funded by short-term borrowings and by borrowings under our revolving credit agreement.

On September 28, 2000, BCOP sold its European operations to Guilbert S.A. of France for $335.3 million. After debt repayments of $17.2 million, we received $158.5 million in 2000 and a final payment, net of forward exchange contracts, of $159.6 million in early January 2001. Sales for the operations sold for the six months ended June 30, 2000, totaled $169.2 million.

BCOP also formed a joint venture with Guilbert to provide service for both companies' multinational customers. Through the joint venture, BCOP is able to serve Guilbert customers in North America, Australia, and New Zealand, and Guilbert is able to serve BCOP customers in Europe and the Middle East.

On October 6, 2000, BCOP acquired Blue Star Business Supplies Group of US Office Products (Blue Star), a distributor of office and educational supplies in Australia and New Zealand, for $114.7 million in cash and the recording of $13.2 million in estimated acquisition liabilities. The acquisition liabilities included $4.7 million for termination benefits to be paid to about 380 employees at acquired facilities and $3.9 million for closure costs at six acquired locations, primarily in Australia. Charges against this acquisition liability to date totaled $4.3 million. We are still evaluating our business plan for this acquisition and may realign other acquired operations, resulting in the recording of additional acquisition liabilities. We will complete this evaluation in third quarter 2001. Blue Star had sales of approximately $152.0 million for the six months ended June 30, 2000.

The acquisition was accounted for under the purchase method of accounting. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values. The initial purchase price allocation may be adjusted within one year of the date of purchase for changes in estimates of the fair values of assets and liabilities. Such adjustments were not, and are not expected to be significant to our results of operations or financial position. The excess of the purchase price over the estimated fair value of the tangible and intangible net assets acquired was recorded as goodwill and is being amortized over 40 years. The results of operations of the acquired business is included in our operations following the date of acquisition.

On October 19, 2000, BCOP merged its majority-owned promotional products subsidiary, Boise Marketing Services, Inc. (BMSI), with American Identity, a division of IdentityNow. We also contributed $6.0 million in cash to this joint venture. As a result of the merger, BCOP has approximately a 29% equity position in IdentityNow and accounts for the investment under the equity method of accounting. Sales for BMSI for the six months ended June 30, 2000, totaled $42.6 million.

On a pro forma basis, if our 2000 acquisition and divestitures had occurred on January 1, 2000, sales for the first six months of 2000 would have decreased by $57.8 million, while net income and diluted earnings per share would not have materially changed. This unaudited pro forma financial information does not necessarily represent what would have occurred if the transactions had taken place on the dates assumed.

(11)

BUILDING PRODUCTS ACQUISITION. On June 30, 2000, we acquired Alliance Forest Products-Joists, Inc. (AllJoist). Formerly a subsidiary of Alliance Forest Products, Inc., AllJoist operates a wood I-joist manufacturing plant in St. Jacques, New Brunswick, Canada. The purchase price was $14.6 million in cash.

This acquisition was accounted for under the purchase method of accounting.  Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values. The initial purchase price allocations may be adjusted within one year of the date of purchase for changes in estimates of the fair values of assets and liabilities. Such adjustments were not significant to our results of operations or financial position. The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill and is being amortized over 40 years. The results of operations of the acquired business is included in our operations following the date of acquisition.

On a pro forma basis, if the AllJoist acquisition had occurred on January 1, 2000, sales for the first six months of 2000 would have increased by $11.5 million, while net income and diluted earnings per share would not have materially changed. This unaudited pro forma financial information does not necessarily represent what would have occurred if the acquisition had taken place on the date assumed.

(12)

FINANCIAL INSTRUMENTS. On January 1, 2001, we adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. Adoption of this statement did not have a material impact on our results of operations or financial position.

At June 30, 2001, we had foreign exchange contracts that were purchased to mitigate exchange risk related to 186.7 million New Zealand dollar-denominated receivables. Exchange gains and losses on the forward exchange contracts partially offset exchange gains or losses on the receivables. These contracts mature in August 2001, had a notional amount in New Zealand dollars of 160.0 million, a weighted average contractual exchange rate of 0.419488, and a fair value of a positive $2.3 million at June 30, 2001, based on the spot rate on that date. Gains and losses on these contracts are recognized in income as they occur.

In February 2001, we entered into two interest rate swaps with notional amounts of $50 million each, maturing in February 2003 and February 2004. The swaps hedge the variable cash flow risk from the variable interest payments on $100 million of our current and anticipated future revolving credit agreements. The effective fixed interest rates resulting from the swaps are 5.4% and 5.6%. The fair value of these swaps, net of taxes, is recorded in "Accumulated other comprehensive income (loss)" and then reclassified to interest expense as interest expense is recognized on the revolving credit agreement. There is no ineffectiveness related to these hedges.

We are exposed to modest credit-related risks in the event of nonperformance by counterparties to these forward exchange contracts and interest rate swaps; however, we do not expect the counterparties, who are all major financial institutions, to fail to meet their obligations.

(13)

RESTRUCTURING ACTIVITIES. In February 2001, we announced the permanent closure of our plywood and lumber operations in Emmett, Idaho, and our sawmill in Cascade, Idaho, due to the steady decline in federal timber offered for sale. We completed these closures in the second quarter, and 373 positions were eliminated. Related to these closures, in first quarter 2001, we recorded a pretax charge of $54.0 million. Sales for our Idaho operations for the six months ended June 30, 2001 and 2000, were $52.2 million and $61.0 million. Sales for the years ended December 31, 2000 and 1999, were $115.8 million and $138.6 million. Our operating loss for the six months ended June 30, 2001, was $5.4 million, while our operating income for the six months ended June 30, 2000, was $2.5 million. Operating income for the years ended December 31, 2000 and 1999, was $2.2 million and $15.4 million.

In addition, as a result of a decision to stop development of operations in Chile, in first quarter 2001, we wrote off our investment in assets in that country with a pretax charge of $4.9 million. We recorded both of these charges in our building products segment and in "Other (income) expense, net" in the Statement of Income (Loss) for the six months ended June 30, 2001.

Restructuring reserve liability account activity related to these 2001 charges is as follows:

 

Asset
Write-
Downs

 

Employee-
Related
Costs

 

Other
Exit
Costs

 



Total

 
 

_______

 

_________

 

_______

 

_______

 
 

(thousands)

 
                         

2001 expense recorded

$

21,300

 

$

15,000

 

$

22,600

 

$

58,900

 

Assets written down

 

(21,300

)

 

-

   

-

   

(21,300

)

Pension liability recorded

 

-

   

(9,600

)

 

-

   

(9,600

)

Charges against the reserve

 

-

   

(3,100

)

 

(4,600

)

 

(7,700

)

 

_______

 

_________

 

_______

 

_______

 

Restructuring reserve at June 30, 2001

$

-

 

$

2,300

 

$

18,000

 

$

20,300

 
 

=======

 

=========

 

=======

 

=======

 

 

Asset write-downs were for plant and equipment at the Idaho facilities and the write-off of our equity investment in and related receivables from a joint venture in Chile. Employee-related costs include pension curtailment costs arising from the shutdowns of the Idaho facilities and severance cost. Other exit costs include tear-down and environmental cleanup cost related to the Idaho facilities and reserves for contractual obligations with no future benefit. These restructuring reserve liabilities are included in "Accrued liabilities, other" in the accompanying Balance Sheet.

 

In 1998, we recorded restructuring charges totaling $118.9 million related to the closure of two wood products facilities and companywide cost-reduction and restructuring initiatives. This restructuring is complete, with the exception of a few ongoing severance payments and cleanup costs. Remaining reserves included in "Accrued liabilities, other" at June 30, 2001, totaled $3.2 million, compared with $6.8 million at June 30, 2000, and $3.9 million at December 31, 2000.

(14)

RECLASSIFICATIONS. In September 2000, the Emerging Issues Task Force of the Financial Accounting Standards Board issued a consensus on Issue 00-10, Accounting for Shipping and Handling Fees and Costs. This consensus, which became effective and was adopted by us in fourth quarter 2000, requires that amounts billed to customers for shipping be included as a revenue and that amounts paid by us for shipping be included as a cost. To comply with this consensus, reclassifications were made to increase both "Sales" and "Materials, labor, and other operating expenses" by $48.6 million and $98.2 million for the three and six months ended June 30, 2000.

(15)

NEW ACCOUNTING STANDARDS. In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, "Business Combinations" and Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." The provisions of Statement No. 141 became effective July 1, 2001. The provisions of Statement No. 142 will become effective on January 1, 2002. Because of the recent issuance dates of these standards, we are still evaluating their impact on our results of operations and financial position. Our preliminary assessment indicates that Statement No. 141 will have little impact on us. Our recent acquisitions have been accounted for on the purchase method of accounting, which is continued in the new standard. Statement No. 142 requires us to annually assess our acquired goodwill for impairment. We will complete that initial assessment in accordance with the provisions of the standard. We will also stop am ortization of goodwill effective January 1, 2002. Through June 30, 2001, amortization of goodwill that will no longer be required to be amortized totaled $5.5 million, pretax, or 8 cents per diluted share.

(16)

SEGMENT INFORMATION. There are no differences from our last annual report in our basis of segmentation or in our basis of measurement of segment profit or loss. An analysis of our operations by segment is as follows:

                   

Income

 
                   

(Loss)

 
                   

Before

 
 

Sales (a)

 

Taxes and

 
 

______________________________________

 

Minority

 
 

Trade

 

Intersegment

 

Total

 

Interest (b)

 
 

____________

 

___________

 

____________

 

____________

 
 

(thousands)

 
                         

Three Months Ended June 30, 2001

                       

   Office products

$

864,089

 

$

586

 

$

864,675

 

$

28,622

 

   Building products

 

663,461

   

7,311

   

670,772

   

24,439

 

   Paper and paper products

 

356,447

   

109,549

   

465,996

   

24,517

 

   Corporate and other

 

5,786

   

12,570

   

18,356

   

(11,102

)

 

____________

 

___________

 

____________

 

____________

 

      Total

 

1,889,783

   

130,016

   

2,019,799

   

66,476

 

   Intersegment eliminations

 

-

   

(130,016

)

 

(130,016

)

 

-

 

   Interest expense

 

-

   

-

   

-

   

(32,494

)

 

____________

 

___________

 

____________

 

____________

 

      Consolidated totals

$

1,889,783

 

$

-

 

$

1,889,783

 

$

33,982

 
 

============

 

===========

 

============

 

============

 
                         

Three Months Ended June 30, 2000

                       

   Office products

$

898,024

 

$

605

 

$

898,629

 

$

26,808

 

   Building products

 

658,237

   

8,233

   

666,470

   

14,181

 

   Paper and paper products

 

411,258

   

113,015

   

524,273

   

60,149

 

   Corporate and other

 

7,356

   

11,767

   

19,123

   

(10,781

)

 

____________

 

___________

 

____________

 

____________

 

      Total

 

1,974,875

   

133,620

   

2,108,495

   

90,357

 

   Intersegment eliminations

 

-

   

(133,620

)

 

(133,620

)

 

-

 

   Interest expense

 

-

   

-

   

-

   

(37,750

)

 

____________

 

___________

 

____________

 

____________

 

      Consolidated totals

$

1,974,875

 

$

-

 

$

1,974,875

 

$

52,607

 
 

============

 

===========

 

============

 

============

 


(a)

 

Reclassifications were made to the 2000 sales to comply with the Emerging Issues Task Force consensus on Issue 00-10 (see Note 14).

(b)

 

Interest income has been allocated to our segments in the amounts of $747,000 and $551,000 for the three months ended June 30, 2001 and 2000.

                   

Income

 
                   

(Loss)

 
                   

Before

 
 

Sales (a)

 

Taxes and

 
 

______________________________________

 

Minority

 
 

Trade

 

Intersegment

 

Total

 

Interest (b)

 
 

____________

 

___________

 

____________

 

____________

 
 

(thousands)

 
                         

Six Months Ended June 30, 2001

                       

   Office products

$

1,830,295

 

$

1,216

 

$

1,831,511

 

$

69,841

 

   Building products

 

1,189,321

   

14,704

   

1,204,025

   

(41,986

) (c)

   Paper and paper products

 

759,700

   

222,540

   

982,240

   

49,193

 

   Corporate and other

 

11,723

   

25,287

   

37,010

   

(34,645

) (d)

 

____________

 

___________

 

____________

 

____________

 

      Total

 

3,791,039

   

263,747

   

4,054,786

   

42,403

 

   Intersegment eliminations

 

-

   

(263,747

)

 

(263,747

)

 

-

 

   Interest expense

 

-

   

-

   

-

   

(66,286

)

 

____________

 

___________

 

____________

 

____________

 

      Consolidated totals

$

3,791,039

 

$

-

 

$

3,791,039

 

$

(23,883

)

 

============

 

===========

 

============

 

============

 
                         

Six Months Ended June 30, 2000

                       

   Office products

$

1,838,971

 

$

1,278

 

$

1,840,249

 

$

66,278

 

   Building products

 

1,289,935

   

16,610

   

1,306,545

   

43,366

 

   Paper and paper products

 

827,273

   

217,603

   

1,044,876

   

108,832

 

   Corporate and other

 

14,589

   

22,463

   

37,052

   

(19,588

)

 

____________

 

___________

 

____________

 

____________

 

      Total

 

3,970,768

   

257,954

   

4,228,722

   

198,888

 

   Intersegment eliminations

 

-

   

(257,954

)

 

(257,954

)

 

-

 

   Interest expense

 

-

   

-

   

-

   

(74,435

)

 

____________

 

___________

 

____________

 

____________

 

      Consolidated totals

$

3,970,768

 

$

-

 

$

3,970,768

 

$

124,453

 
 

============

 

===========

 

============

 

============

 

 

(a)

 

Reclassifications were made to the 2000 sales to comply with the Emerging Issues Task Force consensus on Issue 00-10 (see Note 14).

(b)

 

Interest income has been allocated to our segments in the amounts of $1,167,000 and $1,055,000 for the six months ended June 30, 2001 and 2000.

(c)

 

Includes a $58.9 million pretax charge related to the closure of two mills in Idaho and a write-off of our investment in assets in Chile (see Note 13).

(d)

 

Includes $10.9 million pretax, noncash charge to accrue for a one-time liability related to postretirement benefits (see Note 2).

(17)

LITIGATION AND LEGAL MATTERS. In March 2000, the Environmental Protection Agency (EPA) issued the company a Notice of Violation (NOV) alleging violations of the Clear Air Act at seven plywood plants and one particleboard plant for the period 1979 through 1998. In March 2001, the EPA issued a second Notice of Violation, supplementing the original notice. No civil or criminal actions have been filed with regard to these allegations. The NOV, however, sets forth the EPA's authority to seek, among other things, penalties of up to $27,500 per day for each violation. We believe federal statutes of limitation would limit any penalties assessed to a five-year period. We are negotiating with the EPA to resolve these allegations. The company has had several meetings and exchanged correspondence regarding a resolution of the issues raised by the NOVs. Settlements by other companies in the wood products industry that have received similar NOVs have involved the payment of penalties a nd agreements to install emission control equipment and undertake supplemental environmental projects. The effect of this NOV on our results of operations or financial position is unknown at this time.

We are involved in other litigation and administrative proceedings primarily arising in the normal course of our business. In the opinion of management, our recovery, if any, or our liability, if any, under these pending litigation or administrative proceedings would not materially affect our results of operations or financial position.


ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

   

Three Months Ended
June 30

 

Six Months Ended
June 30

 
   

__________________________

 

__________________________

 
     

2001

     

2000

   

2001

     

2000

 
   

___________

   

___________

 

___________

   

___________

 
                               

Sales

 

$

1.9 billion

   

$

2.0 billion

 

$

3.8 billion

   

$

4.0 billion

 

Net income (loss)

 

$

19.7 million

   

$

31.0 million

 

$

(15.8) million

   

$

70.6 million

 

Net income (loss) per basic share

   

$0.29

     

$0.49

   

$(0.39

)

   

$1.12

 

Net income (loss) per diluted share

   

$0.28

     

$0.46

   

$(0.39

)

   

$1.06

 

Net income before nonroutine items

 

$

19.7 million

   

$

31.0 million

 

$

26.8 million

   

$

70.6 million

 

Net income per basic share before

                             

  nonroutine items

   

$0.29

     

$0.49

   

$0.36

     

$1.12

 

Net income per diluted share before

                             

  nonroutine items

   

$0.28

     

$0.46

   

$0.35

     

$1.06

 
                               
   

(percentage of sales)

 
                               

Materials, labor, and other operating

                             

   expenses

   

80.0%

     

79.6%

   

80.5%

     

79.4%

 

Selling and distribution expenses

   

10.7%

     

10.3%

   

10.8%

     

10.2%

 

General and administrative expenses

   

1.7%

     

1.6%

   

1.6%

     

1.5%

 


Nonroutine Items. In February 2001, we announced the permanent closure of our plywood and lumber operations in Emmett, Idaho, and our sawmill in Cascade, Idaho. We completed these closures in the second quarter. Related to these closures, in first quarter 2001, we recorded a pretax charge of $54.0 million. In addition, as a result of a decision to stop development of operations in Chile, in first quarter 2001, we wrote off our investment in assets in that country with a pretax charge of $4.9 million. We recorded both of these charges in our building products segment and in "Other (income) expense, net" in the Statement of Income (Loss) for the six months ended June 30, 2001. Additional information on these charges is in the results of operations for building products.

In first quarter 2001, our corporate and other segment recorded a $10.9 million pretax, noncash charge to accrue for a one-time liability related to postretirement benefits for our Northwest hourly paperworkers. These workers participate in a multiemployer trust which is converting to a single employer trust. This charge was recorded in "Other (income) expense, net" in the Statement of Income (Loss).

The net impact of the nonroutine items in 2001 decreased net income $42.6 million and basic and diluted income per share 75 cents and 74 cents, respectively, for the six months ended June 30, 2001.

Overview. The sales decrease between the three months ended June 30, 2001, and the same period in 2000, was a result of an 11% decrease in paper and paper product sales and a 4% decrease in office products sales, offset by a 1% increase in building product sales. The sales decrease between the six months ended June 30, 2001, and the same period in 2000, was a result of an 8% decrease in building product sales and a 6% decrease in paper and paper product sales, with office products sales decreasing less than 1%. See the discussion of the results of operations by segment for additional detail.

Materials, labor, and other operating expenses increased as a percent of sales for the three and six months ended June 30, 2001, because of higher energy and chemical costs in paper and paper products and overall lower sales. Selling and distribution expense as a percent of sales was higher for the three and six months ended June 30, 2001, compared with the same periods in 2000 due to higher fuel costs and decreases in sales caused by lower selling prices without a corresponding decrease in fixed selling and distribution expenses. General and administrative expenses increased as a percent of sales for the three and six months ended June 30, 2001, compared with the same period in 2000, due to the lower sales. See the results of operations by segment for additional detail.


Interest expense was $32.5 million and $37.8 million for the three months ended June 30, 2001 and 2000, compared with $66.3 million and $74.4 million for the six months ended June 30, 2001 and 2000. The variances were due to lower debt levels and interest rates.

Foreign exchange gain was $0.3 million, compared to a foreign exchange loss of $0.2 million, for the three months ended June 30, 2001 and 2000. The foreign exchange loss was $2.3 million and $0.5 million for the six months ended June 30, 2001 and 2000. The changes in foreign exchange gain (loss) in both comparison periods arose primarily from translation adjustments related to assets denominated in Canadian and New Zealand dollars and Brazilian reals from our operations in those countries.

Our effective tax benefit rate for the six months ended June 30, 2001, was 32.9%, compared with an effective tax provision rate of 40.5% for the six months ended June 30, 2000. Before the nonroutine items, our estimated annual tax provision rate in 2001 is 42.0%. Our effective tax provision rates were 42.4% and 41.2% for the three months ended June 30, 2001 and 2000. In 2000, our actual tax provision rate was 39.0%. The changes in our tax rates were due primarily to the sensitivity of the rate to changing income levels and the mix of domestic and foreign sources of income.

Net income for the three months ended June 30, 2001, decreased 37% from the same period in 2000 primarily as a result of higher energy and chemical costs and lower weighted average paper prices in our paper products business. The 62% decrease in net income before nonroutine items for the six months ended June 30, 2001, compared to the same period in 2000, was primarily the result of higher energy and chemical costs in our paper products business, as well as lower wood product sales prices in our building products segment. See the results of operations by segment for additional detail.


OFFICE PRODUCTS DISTRIBUTION

   

Three Months Ended

June 30

 

Six Months Ended
June 30

   

___________________________

 

___________________________

     

2001

     

2000

   

2001

   

2000

   

___________

   

___________

 

____________

 

____________

                           

Sales

 

$

864.7 million

   

$

898.6 million

 

$

1,831.5 million

 

$

1,840.2 million

Segment income

 

$

28.6 million

   

$

26.8 million

 

$

69.8 million

 

$

66.3 million

                           
   

(percentage of sales)

                           

Gross profit

   

24.3%

     

24.3%

   

24.0%

   

24.4%

Operating expenses

   

20.9%

     

21.3%

   

20.2%

   

20.8%

Operating profit

   

3.3%

     

3.0%

   

3.8%

   

3.6%

Acquisitions and Divestitures. In April 2000, we completed a tender offer for the outstanding common stock of Boise Cascade Office Products Corporation (BCOP) owned by shareholders other than Boise Cascade Corporation. BCOP once again became a wholly owned subsidiary of Boise Cascade Corporation. The purchase price, including transaction costs and payments to shareholders and stock option holders, totaled $216.1 million.

On September 28, 2000, BCOP sold its European operations to Guilbert S.A. of France for $335.3 million. After debt repayments of $17.2 million, we received $158.5 million in 2000 and a final payment, net of forward exchange contracts, of $159.6 million in early January 2001. Sales for the operations sold for the six months ended June 30, 2000, totaled $169.2 million.

BCOP also formed a joint venture with Guilbert to provide service for both companies' multinational customers. Through the joint venture, BCOP is able to serve Guilbert customers in North America, Australia, and New Zealand, and Guilbert is able to serve BCOP customers in Europe and the Middle East.

On October 6, 2000, BCOP acquired Blue Star Business Supplies Group of US Office Products (Blue Star), a distributor of office and educational supplies in Australia and New Zealand, for $114.7 million in cash and the recording of $13.2 million in estimated acquisition liabilities. The acquisition liabilities included $4.7 million for termination benefits to be paid to about 380 employees at acquired facilities and $3.9 million for closure costs at six acquired locations, primarily in Australia. Charges against this acquisition liability to date totaled $4.3 million.
We are still evaluating our business plan for this acquisition and may realign other acquired operations, resulting in the recording of additional acquisition liabilities. We will complete this evaluation in third quarter 2001. Blue Star had sales of approximately $152.0 million for the six months ended June 30, 2000.

Also on October 19, 2000, BCOP merged its majority-owned promotional products subsidiary, Boise Marketing Services, Inc. (BMSI), with American Identity, a division of IdentityNow. We also contributed $6.0 million in cash to this joint venture. As a result of the merger, BCOP has approximately a 29% equity position in IdentityNow and accounts for the investment under the equity method of accounting. Sales for BMSI for the six months ended June 30, 2000, totaled $42.6 million.

On a pro forma basis, if our 2000 acquisition and divestitures had occurred on January 1, 2000, sales for the first six months of 2000 would have decreased by $57.8 million, while net income and diluted earnings per share would not have materially changed. The above unaudited pro forma financial information does not necessarily represent what would have occurred if the acquisitions and divestitures had taken place on the dates assumed.

Operating Results. Sales decreased 4% for the three months ended June 30, 2001, and decreased slightly for the six months ended June 30, 2001, compared with the same periods in 2000. Total sales decreased because divestitures were not totally offset by acquisitions. Same-location sales were flat for the three months ended June 30, 2001, and increased 4% for the six months ended June 30, 2001, compared with the same periods in 2000. The flattening out of same-location sales was mainly due to the slowing U.S. economy. Operating income for the three and six months ended June 30, 2001, increased over the same periods in 2000. The improvement was due to decreased operating expenses as a percent of sales for both periods in 2001 partially offset by decreased gross profit margins as a percent of sales for the six months ended June 30, 2001. Gross profit margin as a percent of sales was lower in 2001 due to the sale of BCOP's European operations in the third quarter of 2000, wh ich offset improvements in merchandise margin in the U.S. during the three months ended June 30, 2001. The improvements were due mainly to eliminating unprofitable accounts and exiting the low-margin computer hardware business. Operating expenses as a percent of sales were lower in 2001 due to the sale of BCOP's European operations in the third quarter of 2000 and our continued effort to reduce our cost structure. BCOP's European operations had both higher gross profit margins and higher operating expenses as a percent of sales than its other operations.

BUILDING PRODUCTS

 

Three Months Ended
June 30

 

Six Months Ended
June 30

 

__________________________

 

___________________________

 

2001

 

2000

 

2001

 

2000

 

____________

 

____________

 

_____________

 

_____________

                               

Sales

$

670.8 million

 

$

666.5 million

 

$

1,204.0 million

 

$

1,306.5 million

Segment income (loss)

$

24.4 million

 

$

14.2 million

 

$

    (42.0) million

 

$

43.4 million

Segment income (loss) before

                             

   nonroutine items

$

24.4 million

 

$

14.2 million

 

$

16.9 million

 

$

43.4 million

                               

Sales Volumes

Plywood (1,000 sq. ft. 3/8" basis)

   

477,923

     

483,576

     

940,714

     

944,227

OSB (1,000 sq. ft. 3/8" basis) (a)

   

90,892

     

103,186

     

190,625

     

204,625

Lumber (1,000 board ft.)

   

113,337

     

118,536

     

206,579

     

243,100

LVL (100 cubic ft.)

   

18,754

     

16,297

     

34,154

     

32,108

I-joists (1,000 equivalent lineal ft.)

   

48,394

     

37,546

     

81,881

     

66,388

Particleboard (1,000 sq. ft. 3/4" basis)

   

50,376

     

50,335

     

98,329

     

97,549

Building materials distribution

                             

   (millions of sales dollars)

$

 

453

 

$

 

439

 

$

 

794

 

$

 

839

                               

Average Net Selling Prices (b)

                             

Plywood (1,000 sq. ft. 3/8" basis)

$

 

246

 

$

 

241

 

$

 

230

 

$

 

243

OSB (1,000 sq. ft. 3/8" basis)

$

 

148

 

$

 

207

 

$

 

127

 

$

 

211

Lumber (1,000 board ft.)

$

 

430

 

$

 

481

 

$

 

427

 

$

 

506

LVL (100 cubic ft.)

$

 

1,531

 

$

 

1,562

 

$

 

1,529

 

$

 

1,556

I-joists (1,000 equivalent lineal ft.)

$

 

890

 

$

 

979

 

$

 

897

 

$

 

981

Particleboard (1,000 sq. ft. 3/4" basis)

$

 

254

 

$

 

297

 

$

 

253

 

$

 

298

(a)  Includes 100% of the sales of Voyageur Panel, of which we own 47%.

(b)  Gross invoice price less trade discounts and freight costs.


Nonroutine Items. In February 2001, we announced the permanent closure of our plywood and lumber operations in Emmett, Idaho, and our sawmill in Cascade, Idaho, due to the steady decline in federal timber offered for sale. We completed these closures in the second quarter, and 373 positions were eliminated. Related to these closures, in first quarter 2001, we recorded a pretax charge of $54.0 million. Sales for our Idaho operations for the six months ended June 30, 2001 and 2000, were $52.2 million and $61.0 million. Sales for the years ended December 31, 2000 and 1999, were $115.8 million and $138.6 million. Our operating loss for the six months ended June 30, 2001, was $5.4 million, while our operating income for the six months ended June 30, 2000, was $2.5 million. Operating income for the years ended December 31, 2000 and 1999, was $2.2 million and $15.4 million.

In addition, as a result of a decision to stop development of operations in Chile, we wrote off our investment in assets in that country with a pretax charge of $4.9 million. We recorded both of these charges in our building products segment and in "Other (income) expense, net" in the Statement of Income (Loss) for the six months ended June 30, 2001.

Restructuring reserve liability account activity related to these 2001 charges is as follows:

 

Asset
Write-
Downs

 

Employee-
Related
Costs

 

Other
Exit
Costs

 



Total

 
 

_______

 

________

 

______

 

_______

 
 

(thousands)

 
                         

2001 expense recorded

$

21,300

 

$

15,000

 

$

22,600

 

$

58,900

 

Assets written down

 

(21,300

)

 

-

   

-

   

(21,300

)

Pension liability recorded

 

-

   

(9,600

)

 

-

   

(9,600

)

Charges against the reserve

 

-

   

(3,100

)

 

(4,600

)

 

(7,700

)

 

_______

 

________

 

______

 

_______

 

Restructuring reserve at June 30, 2001

$

-

 

$

2,300

 

$

18,000

 

$

20,300

 
 

=======

 

========

 

======

 

=======

 


Asset write-downs were for plant and equipment at the Idaho facilities and the write-off of our equity investment in and related receivables from a joint venture in Chile. Employee-related costs include pension curtailment costs arising from the shutdowns of the Idaho facilities and severance cost. Other exit costs include tear-down and environmental cleanup cost related to the Idaho facilities and reserves for contractual obligations with no future benefit. We estimate that about $14.5 million of these charges will require cash outlays in 2001. Cash requirements in 2002 and beyond are expected to total $23.1 million, with most of that occurring in 2002. We spent approximately $7.7 million in the first half of 2001. These restructuring reserve liabilities are included in "Accrued liabilities, other" in the accompanying Balance Sheet.

Acquisitions. On June 30, 2000, we acquired Alliance Forest Products-Joists, Inc. (AllJoist). Formerly a subsidiary of Alliance Forest Products, Inc., AllJoist operates a wood I-joist manufacturing plant in St. Jacques, New Brunswick, Canada. The purchase price was $14.6 million in cash.

On a pro forma basis, if the AllJoist acquisition had occurred on January 1, 2000, sales for the first six months of 2000 would have increased by $11.5 million, while net income and diluted earnings per share would not have materially changed. This unaudited pro forma financial information does not necessarily represent what would have occurred if the acquisition had taken place on the date assumed.

Operating Results Before Nonroutine Items. The slight increase in sales for the three months ended June 30, 2001, compared with the same period in 2000, was due in part to improvement in structural panel prices. Average plywood prices were 2% higher than those of a year ago. However, average prices for our mix of lumber products, which is heavy to ponderosa pine, declined 11% from the year-ago quarter. Sales of engineered wood products were 15% higher than a year ago, primarily due to the acquisition of AllJoist. Improving product prices also had a positive impact on building materials distribution sales, which increased 3%, compared with second quarter 2000.

Sales for the six months ended June 30, 2001, decreased 8%, compared with the same period in 2000. The decline was due to lower sales prices for all our products. Plywood prices declined 5% and lumber prices declined almost 16%. Unit sales volume for lumber also decreased 15%. Sales of engineered wood products were 9% higher than the prior year period due primarily to the AllJoist acquisition. Lower product prices in the first three months of the year also negatively impacted building material distribution sales which declined 5% compared with the same six months in 2000.

The 72% increase in operating income for the three months ended June 30, 2001, compared with the same period in 2000, was due in large part to improving prices in building materials distribution. Costs were also favorable period to period with favorable wood costs more than offsetting increased conversion and distribution costs. The 61% decrease in operating income before nonroutine items for the six months ended June 30, 2001, compared with the same period in 2000, was due to the lower wood product prices. This was partially offset by improving commodity prices in building materials distribution in the second half of the period. Costs were favorable period to period, with favorable wood costs more than offsetting increased conversion and distribution costs.


PAPER AND PAPER PRODUCTS

Three Months Ended
June 30

Six Months Ended
June 30

________________________

________________________

2001

2000

2001

2000

____________

____________

____________

____________

Sales

$

466.0 million

$

524.3 million

$

982.2 million

$

1,044.9 million

Segment income

$

24.5 million

$

60.1 million

$

49.2 million

$

108.8 million

Sales Volumes

(thousands of short tons)

Uncoated free sheet

328

350

696

713

Containerboard

 

149

   

173

   

307

   

338

Newsprint

76

106

179

214

Other

36

42

71

81

_____

_____

_____

_____

Total

589

671

1,253

1,346

=====

=====

=====

=====

Average Net Selling Prices (a)

(per short ton)

Uncoated free sheet

$

763

$

783

$

761

$

776

Containerboard

385

421

388

396

Newsprint

512

447

511

427


(a)  Gross invoice price less trade discounts and freight cost.


Operating Results. The decrease in sales in both periods of 2001 compared to 2000 was due to decreases in sales volume, combined with decreases in weighted average paper prices. In the second quarter 2001, unit sales volume decreased 12%, while weighted average paper prices decreased 3% from second quarter 2000. Unit, year-to-date sales volume decreased 7%, while weighted average paper prices decreased slightly. During the second quarter 2001, we took about 60,000 tons of market-and maintenance-related curtailment, bringing the total to 95,000 tons for the year. This compares with 32,000 tons taken during second quarter 2000, bringing the total to 75,000 tons for the six months ended June 30, 2000. Segment income decreased significantly for both periods in 2001 due to the weakening U.S. economy and high energy costs. Unit costs increased more than 8% in the second quarter 2001, compared with a year ago. Year-to-date, unit costs increased 9% compared with t he prior year. Higher energy and chemical costs accounted for the increased unit costs in both comparison periods. During an annual outage in early June at our linerboard and newsprint mill in DeRidder, Louisiana, tropical storm Allison came ashore in east Texas and western Louisiana, causing about $4 million to $5 million of storm-related delays and maintenance problems with that shutdown. This storm also played a role in reducing our second-quarter unit sales volume.


FINANCIAL CONDITION AND LIQUIDITY

Operating Activities. For the first six months of 2001, operations provided $226.9 million in cash compared with $298.6 million for the same period in 2000. For the six months ended June 30, 2001, net income items provided $185.1 million of cash, and favorable changes in working capital items added $41.8 million. For the first six months of 2000, net income provided $239.3 million of cash, and favorable working capital items added $59.3 million. We have sold fractional ownership interests in a defined pool of trade accounts receivable. At June 30, 2000, $150 million of sold accounts receivable were excluded from receivables in the accompanying Balance Sheets, compared with the December 31, 1999, balance of $100 million. The increase in sold accounts receivable of $50 million over the amount at December 31, 1999, provided cash for operations for the six months ended June 30, 2000. Our current ratio was 0.92:1 at June 30, 2001, and 1.38:1 at June 30, 2000, compared with 1.55:1 at December 31, 2000. The change in the current ratio is primarily the result of $390.0 million of borrowings under our revolving credit agreement and $125.0 million of our 9.85% notes being classified from long-term debt to current portion of long-term debt.

Investing Activities. Cash used for investment was $15.9 million for the first six months of 2001 and was $406.5 million for the same period in 2000. Cash expenditures for property and equipment, timber and timberlands, and investments in equity affiliates totaled $142.1 million in 2001 and $149.5 million in 2000. In early January 2001, we received a final payment, net of forward exchange contracts, of $159.6 million for the note receivable from the sale of our European operations. We used $216.1 million of cash for the purchase of the BCOP minority shares in 2000.

In 2001 we expect to spend $300 million to $325 million in capital expenditures, excluding acquisitions. These amounts include approximately $42 million for our environmental compliance program. We have begun construction of a new facility in Washington to manufacture wood-plastic composite building products. The total cost of this facility is expected to be $60 million to $65 million, with $40 million of the spending occurring in 2001.

We also expect to spend $25 million to $30 million in 2001 for a project in Brazil. We have formed a wholly owned subsidiary, Boise Cascade do Brasil, to build and operate a veneer and plywood mill in the city of Guaiba, Rio Grande do Sul, Brazil. The mill will use plantation eucalyptus to produce veneer that will be used primarily to make laminated veneer lumber at our plant in Alexandria, Louisiana. Boise Cascade do Brasil acquired about 35,000 acres of existing eucalyptus plantation land. We began construction in March 2001. The plant is slated for start-up in early 2002.

The balance of our capital spending will be for quality and efficiency projects, replacement, and modest purchases of timber and timberlands.

Financing Activities. Cash used for financing was $204.9 million for the first six months of 2001. Cash provided by financing was $104.9 million for the first six months of 2000. Dividend payments totaled $24.9 million and $25.3 million for the first six months of 2001 and 2000. In both years, our quarterly dividend was 15 cents per common share. The payment of dividends is dependent on the existence and amount of net worth in excess of the defined minimum under our revolving credit agreement.

Changes in short-term borrowings represent net changes in notes payable as we manage our cash flow needs. Additions to long-term debt for the six months ended June 30, 2001, included $14.6 million of bank debt for our Australian operations. Payments of long-term debt in this period included $160.0 million under our revolving credit agreement and repayment of $30.0 million of medium-term notes. Additions to long-term debt for the six months ended June 30, 2000, included $215.0 million of borrowings under our revolving credit agreement. Payments of long-term debt in this period included retirement of $100.0 million of 9.9% notes.

At June 30, 2001 and 2000, we had $1.7 billion and $2.0 billion of debt outstanding. At December 31, 2000, we had $1.9 billion of debt outstanding. Our debt-to-equity ratio was 1.00:1 and 1.22:1 at June 30, 2001 and 2000. Our debt-to-equity ratio was 1.09:1 at December 31, 2000.

Our debt and debt-to-equity ratio include the guarantee by the company of the remaining $99.4 million of debt incurred by the trustee of our leveraged employee stock ownership plan. While that guarantee has a negative impact on our debt-to-equity ratio, it has virtually no effect on our cash coverage ratios or on other measures of our financial strength.

At June 30, 2001, we had $49.4 million of short-term borrowings outstanding. At June 30, 2000, we had $90.8 million of short-term borrowings outstanding. The maximum amounts of combined short-term borrowings outstanding during the six months ended June 30, 2001 and 2000, were $125.0 million and $160.5 million. The average amounts of short-term borrowings outstanding during the six months ended June 30, 2001 and 2000, were $45.6 million and $88.8 million. The average interest rates for these borrowings were 5.7% for 2001 and 6.5% for 2000.

We have a revolving credit agreement with 23 major banks that permits us to borrow as much as $600 million at variable interest rates based on the London Interbank Offered Rate (LIBOR). At June 30, 2001, the rate was 4.4%. When the agreement expires in June 2002, any amount outstanding will be due and payable. We intend to negotiate a new revolving credit agreement prior to that date. The revolving credit agreement contains financial covenants relating to minimum net worth, minimum interest coverage ratios, and ceiling ratios of debt to capitalization. Under this agreement, the payment of dividends depends on the existence of and the amount of net worth in excess of the defined minimum. Our net worth at June 30, 2001, exceeded the defined minimum by $101.6 million. At June 30, 2001, there were $390.0 million of borrowings outstanding under this agreement.

In February 2001, we entered into two interest rate swaps with notional amounts of $50 million each and effective fixed interest rates of 5.4% and 5.6% with respect to $100 million of our revolving credit agreement borrowings. The swaps expire in February 2003 and February 2004.

Our $125.0 million, 9.85% notes mature in June 2002.

Additional information about our credit agreements and debt is in Note 9 accompanying our financial statements.

At June 30, 2001, we had $430 million of unused borrowing capacity registered with the Securities and Exchange Commission (SEC) for additional debt securities. In addition, in July 2000, a registration statement filed with the SEC covering $300 million in universal shelf capacity became effective. Under this filing, we may offer and sell in one or more offerings common stock, preferred stock, debt securities, warrants, and/or purchase contracts.

Our cash requirements going forward will be funded through a combination of cash flows from operations, borrowings under our existing credit facilities, issuance of new debt or equity securities, and possible sale of assets.

We believe inflation has not had a material effect on our financial condition or results of operations; however, there can be no assurance that we will not be affected by inflation in the future. Our overall sales are not subject to significant seasonal variations.

OUTLOOK

The slowing U.S. economy has dampened demand in our businesses. Weak volumes and eroding product prices are evident in our paper business. The rate of growth in same-location sales in office products distribution declined during the second quarter. Wood products markets have given back significant portions of the price gains achieved earlier this year. Given the uncertainty in our businesses and the U.S. economy, we remain cautious about our prospects for the second half of 2001.

At the same time, we are optimistic about Boise Cascade's long-term prospects. Our office products distribution and building products businesses continue to earn cost-of-capital returns over the business cycle. In our paper business, the fundamentals of uncoated free sheet, our most important grade, show promise of a significant recovery when the U.S. economy strengthens and begins to drive real demand growth.

NEW ACCOUNTING STANDARDS

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, "Business Combinations" and Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." The provisions of Statement No. 141 became effective July 1, 2001.
The provisions of Statement No. 142 will become effective on January 1, 2002. Because of the recent issuance dates of these standards, we are still evaluating their impact on our results of operations and financial position. Our preliminary assessment indicates that Statement No. 141 will have little impact on us. Our recent acquisitions have been accounted for on the purchase method of accounting, which is continued in the new standard. Statement No. 142 requires us to annually assess our acquired goodwill for impairment. We will complete that initial assessment in accordance with the provisions of the standard. We will a lso stop amortization of goodwill effective January 1, 2002. Through June 30, 2001, amortization of goodwill that will no longer be required to be amortized totaled $5.5 million, pretax, or 8 cents per diluted share.

On January 1, 2001, we adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. Adoption of this statement did not have a material impact on our results of operations or financial position.

TIMBER SUPPLY AND ENVIRONMENTAL ISSUES

We have recently experienced increased activism by environmental extremists including protests and arrests of protestors at our facilities. These extremists continue to disseminate false allegations about the company, allegations which we vigorously refute. Though momentarily disruptive, these campaigns have not had an impact on our operations or financial position. For information on timber supply and environmental issues, see Part II, Item 1, Legal Proceedings, in this Form 10-Q and our 2000 Annual Report on Form 10-K, Exhibit 13.1, Financial Review.

FORWARD-LOOKING STATEMENTS

Management's Discussion and Analysis includes forward-looking statements. Actual results may differ materially from those expressed in or implied by the statements. Factors that could cause actual results to differ from projected results include, among other things, changes in general economic conditions, both domestically and abroad; changes in foreign and domestic competition; fluctuations in foreign exchange rates; changes in production capacity across paper and wood products markets; fluctuations in energy, chemical, and other raw material costs; the impact of increasing environmental activism on our business; the impact of adverse weather on our operations; the occurrence of natural disasters such as fire and windstorm; and other factors included in our other filings with the Securities and Exchange Commission.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Changes in interest and currency rates expose the company to financial market risk. Our debt is predominantly fixed-rate. We experience only modest changes in interest expense when market interest rates change. Most foreign currency transactions have been conducted in local currencies, limiting our exposure to changes in currency rates. Consequently, our market risk-sensitive instruments do not subject us to material market risk exposure. Changes in our debt and continued international expansion could increase these risks. To manage volatility relating to these exposures, we may enter into various derivative transactions, such as interest rate swaps, rate hedge agreements, and forward exchange contracts. We do not use derivative financial instruments for trading purposes.

At June 30, 2001, we had foreign exchange contracts that were purchased to mitigate exchange risk related to 186.7 million New Zealand dollar-denominated receivables. Exchange gains and losses on the forward exchange contracts partially offset exchange gains or losses on the receivables. These contracts mature in August 2001, had a notional amount in New Zealand dollars of 160.0 million, a weighted average contractual exchange rate of 0.419488, and a fair value of a positive $2.3 million at June 30, 2001, based on the spot rate on that date. Gains and losses on these contracts are recognized in income as they occur.

In February 2001, we entered into two interest rate swaps with notional amounts of $50 million each, maturing in February 2003 and February 2004. The swaps hedge the variable cash flow risk from the variable interest payments on $100 million of our current and anticipated future revolving credit agreements. The effective fixed interest rates resulting from the swaps are 5.4% and 5.6%. The fair value of these swaps, net of taxes, is recorded in "Accumulated other comprehensive income (loss)" and then reclassified to interest expense as interest expense is recognized on the revolving credit agreement. There is no ineffectiveness related to these hedges.

We are exposed to modest credit-related risks in the event of nonperformance by counterparties to these forward exchange contracts and interest rate swaps; however, we do not expect the counterparties, who are all major financial institutions, to fail to meet their obligations.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS


We have been notified that we are a "potentially responsible party" under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) or similar federal and state laws with respect to 18 active sites where hazardous substances or other contaminants are located. We cannot predict with certainty the total response and remedial costs, our share of the total costs, the extent to which contributions will be available from other parties, or the amount of time necessary to complete the cleanups. Based on our investigations, our experience with respect to cleanup of hazardous substances, the fact that expenditures will, in many cases, be incurred over extended periods of time, and the number of solvent potentially responsible parties, we do not presently believe that the known actual and potential response costs will, in the aggregate, materially affect our financial condition or results of operations.

Several potential class action lawsuits have been filed against the company arising out of its former manufacture and sale of hardboard siding products. The company discontinued the manufacturing of these products in 1984. These lawsuits allege that siding manufactured by the company was inherently defective when used as exterior cladding for homes and other buildings. The plaintiffs have sought to hold the company financially responsible for the repair and replacement of siding, to make restitution to the class members, and to award each class member compensatory and enhanced damages. To date, no court has granted class certification in any of these actions, and several of the cases have been dismissed in their entirety. Two lawsuits remain. In the case filed in the Circuit Court of Champaign County, Illinois, the court dismissed the claims of all but one plaintiff in January 2001. The dismissed plaintiffs have appealed this ruling to the Fourth District Appellate Court in Illinois. The remaining la wsuit is filed in the District Court of Jefferson County, Texas, and is still pending. We believe there are valid factual and legal defenses to these cases and will continue to resist certification of any class and vigorously defend all claims by the plaintiffs.

See our Annual Report on Form 10-K for the year ended December 31, 2000, and our quarterly report on Form 10-Q for the quarter ended March 31, 2001, for information concerning other legal proceedings.

ITEM 2.

CHANGES IN SECURITIES

None.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

 

ITEM 5.

OTHER INFORMATION

None.

 

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

 

(a)

Exhibits.

Required exhibits are listed in the Index to Exhibits and are incorporated by reference.

 

(b)

Reports on Form 8-K.

None.


SIGNATURES

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

   

BOISE CASCADE CORPORATION

   


/s/ Thomas E. Carlile
_________________________________
Thomas E. Carlile
Vice President and Controller
(As Duly Authorized Officer and
Chief Accounting Officer)

Date: August 10, 2001

BOISE CASCADE CORPORATION
INDEX TO EXHIBITS
Filed With the Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 2001

Number

Description

Page Number

____________

______________________________________________

____________

11

Computation of Per Share Earnings

27

12.1

Ratio of Earnings to Fixed Charges

28


12.2

Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements


29

EXHIBIT 11

EXHIBIT 11

BOISE CASCADE CORPORATION
Computation of Per Share Earnings

 

Three Months Ended
June 30

   

Six Months Ended
June 30

 
 

___________________

   

______________________

 
   

2001

     

2000

     

2001

     

2000

 
 

_______

   

_______

   

_______

   

_______

 
 

(thousands, except per share amounts)

 

Basic

                             

Net income (loss) as reported

$

19,679

   

$

31,007

   

$

(15,821

)

 

$

70,571

 

Preferred dividends (a)

 

(3,204

)

   

(3,206

)

   

(6,466

)

   

(6,582

)

 

_______

   

_______

   

_______

   

_______

 

Basic income (loss)

$

16,475

   

$

27,801

   

$

(22,287

)

 

$

63,989

 
 

=======

   

=======

   

=======

   

=======

 
                               

Average shares used to determine basic income (loss) per common share

 

57,484

     

57,275

     

57,419

     

57,244

 
 

=======

   

=======

   

=======

   

=======

 

Basic income (loss) per common share

$

0.29

$

0.49

$

(0.39

)

$

1.12

 

=======

   

=======

   

=======

   

=======

 

Diluted

                             

Basic income (loss)

$

16,475

$

27,801

$

(22,287

)

$

63,989

Preferred dividends eliminated

 

3,204

     

3,206

     

6,466

     

6,582

 

Supplemental ESOP contribution

 

(2,658

)

   

(2,741

)

   

(5,364

)

   

(5,627

)

 

_______

   

_______

   

_______

   

_______

 
                               

Diluted income (loss)

$

17,021

   

$

28,266

   

$

(21,185

)

 

$

64,944

 
 

=======

   

=======

   

=======

   

=======

 
                               

Average shares used to determine basic income (loss) per common share

 

57,484

     

57,275

     

57,419

     

57,244

 

Stock options and other

 

537

     

230

     

489

     

272

 

Series D Convertible Preferred Stock

 

3,688

     

3,896

     

3,715

     

3,934

 
 

_______

   

_______

   

_______

   

_______

 
                               

Average shares used to determine diluted income (loss) per common share

 

61,709

     

61,401

     

61,623

     

61,450

 
 

=======

   

=======

   

=======

   

=======

 
                               

Diluted income (loss) per common share

$

0.28

   

$

0.46

   

$

(0.34

) (b)

 

$

1.06

 
 

=======

   

=======

   

=======

   

=======

 

(a)

 

The dividend attributable to the company's Series D Convertible Preferred Stock held by the company's ESOP (employee stock ownership plan) is net of a tax benefit.

     

(b)

 

Because the computation of diluted loss per common share was antidilutive, diluted loss per common share reported for the six months ended June 30, 2001, was the same as basic loss per common share.

EXHIBIT 12

EXHIBIT 12.1

BOISE CASCADE CORPORATION AND SUBSIDIARIES
Ratio of Earnings to Fixed Charges

         

Six Months Ended

 
   

Year Ended December 31

   

June 30

 
   

____________________________________________

   

_________________

 
   

1996

 

1997

 

1998

 

1999

 

2000

   

2000

 

2001

 
   

_______

 

_______

 

_______

 

_______

 

_______

   

_______

 

_______

 
   

(thousands)

 
                                               

Interest costs

$

128,360

$

137,350

$

159,870

$

146,124

$

152,322

$

75,017

$

66,928

Guarantee of interest on ESOP debt

   

17,874

   

16,341

   

14,671

   

12,856

   

10,880

     

5,594

   

4,545

 

Interest capitalized during the period

   

17,778

   

10,575

   

1,341

   

238

   

1,458

     

352

   

651

 

Interest factor related to noncapitalized leases (a)

   

12,982

   

11,931

   

11,308

   

13,065

   

13,394

     

5,994

   

6,102

 
   

_______

 

_______

 

_______

 

_______

 

_______

   

_______

 

_______

 

Total fixed charges

 

$

176,994

 

$

176,197

 

$

187,190

 

$

172,283

 

$

178,054

   

$

86,957

 

$

78,226

 
   

=======

 

=======

 

=======

 

=======

 

=======

   

=======

 

=======

 

Income (loss) before income taxes,
   minority interest, and cumulative effect of
   accounting change

 



$



31,340

 



$



(28,930



)



$



(16,878



)



$



355,940

 



$



298,331

   



$



124,453

 



$



(23,883



)

Undistributed (earnings) losses of less than 50%
   owned entities, net of distributions received

   


(1,290


)

 


5,180

   


3,791

   


(6,115


)

 


(2,061


)

   


(4,036


)

 


4,023

 

Total fixed charges

   

176,994

   

176,197

   

187,190

   

172,283

   

178,054

     

86,957

   

78,226

 

Less:   Interest capitalized

   

(17,778

)

 

(10,575

)

 

(1,341

)

 

(238

)

 

(1,458

)

   

(352

)

 

(651

)

           Guarantee of interest on ESOP debt

   

(17,874

)

 

(16,341

)

 

(14,671

)

 

(12,856

)

 

(10,880

)

   

(5,594

)

 

(4,545

)

   

_______

 

_______

 

_______

 

_______

 

_______

   

_______

 

_______

 

Total earnings before fixed charges

 

$

171,392

 

$

125,531

 

$

158,091

 

$

509,014

 

$

461,986

   

$

201,428

 

$

53,170

 
   

=======

 

=======

 

=======

 

=======

 

=======

   

=======

 

=======

 
                                               

Ratio of earnings to fixed charges

   

-

   

-

   

-

   

2.95

   

2.59

     

2.32

   

-

 
                                               

Excess of fixed charges over earnings before 
   fixed charges

 


$


5,602

 


$


50,666

 


$


29,099

 


$


- -

 


$


- -

   


$


- -

 


$


25,056

 


(a)

Interest expense for operating leases with terms of one year or longer is based on an imputed interest rate for each lease.

EXHIBIT 12

EXHIBIT 12.2

BOISE CASCADE CORPORATION AND SUBSIDIARIES
Ratio of Earnings to Combined Fixed Charges
and Preferred Dividend Requirements

         

Six Months Ended

 
   

Year Ended December 31

   

June 30

 
   

____________________________________________

   

________________

 
   

1996

 

1997

 

1998

 

1999

 

2000

   

2000

 

2001

 
   

_______

 

_______

 

_______

 

_______

 

_______

   

_______

 

_______

 
   

(thousands)

 
                                               

Interest costs

 

$

128,360

 

$

137,350

 

$

159,870

 

$

146,124

 

$

152,322

   

$

75,017

 

$

66,928

 

Interest capitalized during the period

   

17,778

   

10,575

   

1,341

   

238

   

1,458

     

352

   

651

 

Interest factor related to noncapitalized leases (a)

   

12,982

   

11,931

   

11,308

   

13,065

   

13,394

     

5,994

   

6,102

 
   

_______

 

_______

 

_______

 

_______

 

_______

   

_______

 

_______

 

Total fixed charges

   

159,120

   

159,856

   

172,519

   

159,427

   

167,174

     

81,363

   

73,681

 

Preferred stock dividend requirements -- pretax

   

65,207

   

44,686

   

19,940

   

17,129

   

16,019

     

8,021

   

7,688

 
   

_______

 

_______

 

_______

 

_______

 

_______

   

_______

 

_______

 

Combined fixed charges and preferred
   dividend requirements

 


$


224,327

 


$


204,542

 


$


192,459

 


$


176,556

 


$


183,193

   


$


89,384

 


$


81,369

 
   

=======

 

=======

 

=======

 

=======

 

=======

   

=======

 

=======

 

Income (loss) before income taxes,
   minority interest, and cumulative effect
   of accounting change

 



$



31,340

 



$



(28,930



)



$



(16,878



)



$



355,940

 



$



298,331

   



$



124,453

 



$



(23,883



)

Undistributed (earnings) losses of less than 50%
   owned entities, net of distributions received

   


(1,290


)

 


5,180

   


3,791

   


(6,115


)

 


(2,061


)

   


(4,036


)

 


4,023

 

Total fixed charges

   

159,120

   

159,856

   

172,519

   

159,427

   

167,174

     

81,363

   

73,681

 

Less interest capitalized

   

(17,778

)

 

(10,575

)

 

(1,341

)

 

(238

)

 

(1,458

)

   

(352

)

 

(651

)

   

_______

 

_______

 

_______

 

_______

 

_______

   

_______

 

_______

 

Total earnings before fixed charges

 

$

171,392

 

$

125,531

 

$

158,091

 

$

509,014

 

$

461,986

   

$

201,428

 

$

53,170

 
   

=======

 

=======

 

=======

 

=======

 

=======

   

=======

 

=======

 

Ratio of earnings to combined fixed charges and
   preferred dividend requirements

   


- -

   


- -

   


- -

   


2.88

   


2.52

     


2.25

   


- -

 
                                               

Excess of combined fixed charges and preferred
   dividend requirements over total earnings
   before fixed charges

 



$



52,935

 



$



79,011

 



$



34,368

 



$



- -

 



$



- -

   



$



- -

 



$



28,199

 

 

(a)

Interest expense for operating leases with terms of one year or longer is based on an imputed interest rate for each lease.