BOISE CASCADE Co 10-Q

ITEM 1. FINANCIAL STATEMENTS Boise Cascade Company Consolidated Statements of Operations (unaudited) Three Months Ended September 30 Nine Months Ended September 30 2020 2019 2020 2019 (thousands, except per-share data) Sales $ 1,589,313 $ 1,269,524 $ 4,002,607 $ 3,541,691 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 1,261,697 1,078,924 3,302,869 3,026,401 Depreciation and amortization 20,029 20,969 75,260 59,640 Selling and distribution expenses 122,884 106,567 325,913 292,459 General and administrative expenses 26,060 18,603 60,899 52,064 Loss on curtailment of facility — — 1,707 — Other (income) expense, net 71 ( 437 ) 70 ( 557 ) 1,430,741 1,224,626 3,766,718 3,430,007 Income from operations 158,572 44,898 235,889 111,684 Foreign currency exchange gain (loss) 265 ( 200 ) ( 199 ) 210 Pension expense (excluding service costs) ( 302 ) ( 1,613 ) ( 991 ) ( 2,202 ) Interest expense ( 7,002 ) ( 6,532 ) ( 20,056 ) ( 19,455 ) Interest income 113 837 958 1,745 Change in fair value of interest rate swaps 147 ( 569 ) ( 2,681 ) ( 3,103 ) Loss on extinguishment of debt ( 13,968 ) — ( 13,968 ) — ( 20,747 ) ( 8,077 ) ( 36,937 ) ( 22,805 ) Income before income taxes 137,825 36,821 198,952 88,879 Income tax provision ( 34,633 ) ( 9,650 ) ( 49,974 ) ( 22,601 ) Net income $ 103,192 $ 27,171 $ 148,978 $ 66,278 Weighted average common shares outstanding: Basic 39,315 39,087 39,264 39,020 Diluted 39,526 39,292 39,396 39,202 Net income per common share: Basic $ 2.62 $ 0.70 $ 3.79 $ 1.70 Diluted $ 2.61 $ 0.69 $ 3.78 $ 1.69 Dividends declared per common share $ 1.70 $ 0.09 $ 1.90 $ 0.27 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 1 Table of Contents Boise Cascade Company Consolidated Statements of Comprehensive Income (unaudited) Three Months Ended September 30 Nine Months Ended September 30 2020 2019 2020 2019 (thousands) Net income $ 103,192 $ 27,171 $ 148,978 $ 66,278 Other comprehensive income, net of tax Defined benefit pension plans Amortization of actuarial (gain) loss, net of tax of $ 51 , $( 12 ), $ 153 , and $( 34 ), respectively 151 ( 32 ) 452 ( 97 ) Effect of settlements, net of tax of $ — , $ 341 , $ 22 and $ 341 , respectively — 1,001 64 1,001 Other comprehensive income, net of tax 151 969 516 904 Comprehensive income $ 103,343 $ 28,140 $ 149,494 $ 67,182 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 2 Table of Contents Boise Cascade Company Consolidated Balance Sheets (unaudited) September 30, 2020 December 31, 2019 (thousands) ASSETS Current Cash and cash equivalents $ 503,935 $ 285,237 Receivables Trade, less allowances of $ 1,629 and $ 591 425,585 215,894 Related parties 375 568 Other 11,929 15,184 Inventories 454,327 497,596 Prepaid expenses and other 17,368 8,285 Total current assets 1,413,519 1,022,764 Property and equipment, net 447,330 476,949 Operating lease right-of-use assets 63,231 64,228 Finance lease right-of-use assets 30,033 21,798 Timber deposits 13,945 12,287 Goodwill 60,382 60,382 Intangible assets, net 16,880 17,797 Deferred income taxes 7,619 7,952 Other assets 6,897 9,194 Total assets $ 2,059,836 $ 1,693,351 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 3 Table of Contents Boise Cascade Company Consolidated Balance Sheets (continued) (unaudited) September 30, 2020 December 31, 2019 (thousands, except per-share data) LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable Trade $ 381,038 $ 222,930 Related parties 1,654 1,624 Accrued liabilities Compensation and benefits 118,437 83,943 Income taxes payable 16,606 — Interest payable 3,596 6,723 Dividends payable 62,722 — Other 92,335 69,772 Total current liabilities 676,388 384,992 Debt Long-term debt 443,583 440,544 Other Compensation and benefits 32,005 45,586 Operating lease liabilities, net of current portion 57,494 58,029 Finance lease liabilities, net of current portion 31,923 23,419 Deferred income taxes 24,275 26,694 Other long-term liabilities 16,032 12,757 161,729 166,485 Commitments and contingent liabilities Stockholders' equity Preferred stock, $ 0.01 par value per share; 50,000 shares authorized, no shares issued and outstanding — — Common stock, $ 0.01 par value per share; 300,000 shares authorized, 44,568 and 44,353 shares issued, respectively 446 444 Treasury stock, 5,367 shares at cost ( 138,909 ) ( 138,909 ) Additional paid-in capital 536,025 533,345 Accumulated other comprehensive loss ( 49,732 ) ( 50,248 ) Retained earnings 430,306 356,698 Total stockholders' equity 778,136 701,330 Total liabilities and stockholders' equity $ 2,059,836 $ 1,693,351 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 4 Table of Contents Boise Cascade Company Consolidated Statements of Cash Flows (unaudited) Nine Months Ended September 30 2020 2019 (thousands) Cash provided by (used for) operations Net income $ 148,978 $ 66,278 Items in net income not using (providing) cash Depreciation and amortization, including deferred financing costs and other 76,784 61,340 Stock-based compensation 5,839 6,016 Pension expense 1,492 2,687 Deferred income taxes ( 2,460 ) 10,008 Change in fair value of interest rate swaps 2,681 3,103 Loss on curtailment of facility (excluding severance) 1,476 — Other 205 ( 235 ) Loss on extinguishment of debt 13,968 — Decrease (increase) in working capital, net of acquisitions Receivables ( 205,995 ) ( 77,811 ) Inventories 42,904 45,184 Prepaid expenses and other ( 9,641 ) ( 3,516 ) Accounts payable and accrued liabilities 213,935 66,130 Pension contributions ( 12,659 ) ( 1,324 ) Income taxes payable 17,121 19,109 Other ( 857 ) ( 2,219 ) Net cash provided by operations 293,771 194,750 Cash provided by (used for) investment Expenditures for property and equipment ( 46,994 ) ( 53,249 ) Acquisitions of businesses and facilities — ( 15,676 ) Proceeds from sale of facilities — 2,493 Proceeds from sales of assets and other 563 1,644 Net cash used for investment ( 46,431 ) ( 64,788 ) Cash provided by (used for) financing Borrowings of long-term debt, including revolving credit facility 400,000 5,500 Payments of long-term debt, including revolving credit facility ( 405,774 ) ( 5,500 ) Payments of deferred financing costs ( 6,222 ) — Dividends paid on common stock ( 12,553 ) ( 11,070 ) Tax withholding payments on stock-based awards ( 3,309 ) ( 3,575 ) Other ( 784 ) ( 545 ) Net cash used for financing ( 28,642 ) ( 15,190 ) Net increase in cash and cash equivalents 218,698 114,772 Balance at beginning of the period 285,237 191,671 Balance at end of the period $ 503,935 $ 306,443 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 5 Table of Contents Boise Cascade Company Consolidated Statements of Stockholders' Equity (unaudited) Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Shares Amount Shares Amount (thousands) Balance at December 31, 2019 44,353 $ 444 5,367 $ ( 138,909 ) $ 533,345 $ ( 50,248 ) $ 356,698 $ 701,330 Net income 12,200 12,200 Other comprehensive income 215 215 Common stock issued 211 2 2 Stock-based compensation 1,674 1,674 Common stock dividends ($ 0.10 per share) ( 3,866 ) ( 3,866 ) Tax withholding payments on stock-based awards ( 3,309 ) ( 3,309 ) Proceeds from exercise of stock options 27 27 Other ( 2 ) ( 2 ) Balance at March 31, 2020 44,564 $ 446 5,367 $ ( 138,909 ) $ 531,735 $ ( 50,033 ) $ 365,032 $ 708,271 Net income 33,586 33,586 Other comprehensive income 150 150 Stock-based compensation 1,671 1,671 Common stock dividends ($ 0.10 per share) ( 3,970 ) ( 3,970 ) Balance at June 30, 2020 44,564 $ 446 5,367 $ ( 138,909 ) $ 533,406 $ ( 49,883 ) $ 394,648 $ 739,708 Net income 103,192 103,192 Other comprehensive income 151 151 Common stock issued 4 — — Stock-based compensation 2,494 2,494 Common stock dividends ($ 1.70 per share) ( 67,534 ) ( 67,534 ) Proceeds from exercise of stock options 125 125 Balance at September 30, 2020 44,568 $ 446 5,367 $ ( 138,909 ) $ 536,025 $ ( 49,732 ) $ 430,306 $ 778,136 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 6 Table of Contents Boise Cascade Company Consolidated Statements of Stockholders' Equity (continued) (unaudited) Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Shares Amount Shares Amount (thousands) Balance at December 31, 2018 44,076 $ 441 5,367 $ ( 138,909 ) $ 528,654 $ ( 47,652 ) $ 330,056 $ 672,590 Net income 11,389 11,389 Other comprehensive loss ( 32 ) ( 32 ) Common stock issued 265 2 2 Stock-based compensation 2,200 2,200 Common stock dividends ($ 0.09 per share) ( 3,561 ) ( 3,561 ) Tax withholding payments on stock-based awards ( 3,569 ) ( 3,569 ) Other ( 2 ) ( 2 ) Balance at March 31, 2019 44,341 $ 443 5,367 $ ( 138,909 ) $ 527,283 $ ( 47,684 ) $ 337,884 $ 679,017 Net income 27,718 27,718 Other comprehensive loss ( 33 ) ( 33 ) Common stock issued 1 — — Stock-based compensation 1,869 1,869 Common stock dividends ($ 0.09 per share) ( 3,545 ) ( 3,545 ) Tax withholding payments on stock-based awards ( 5 ) ( 5 ) Balance at June 30, 2019 44,342 $ 443 5,367 $ ( 138,909 ) $ 529,147 $ ( 47,717 ) $ 362,057 $ 705,021 Net income 27,171 27,171 Other comprehensive income 969 969 Common stock issued 1 — — Stock-based compensation 1,947 1,947 Common stock dividends ($ 0.09 per share) ( 3,567 ) ( 3,567 ) Tax withholding payments on stock-based awards ( 1 ) ( 1 ) Proceeds from exercise of stock options 27 27 Other ( 1 ) ( 1 ) Balance at September 30, 2019 44,343 $ 443 5,367 $ ( 138,909 ) $ 531,119 $ ( 46,748 ) $ 385,661 $ 731,566 See accompanying condensed notes to unaudited quarterly consolidated financial statements. 7 Table of Contents Condensed Notes to Unaudited Quarterly Consolidated Financial Statements 1. Nature of Operations and Consolidation Nature of Operations Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. We are one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading United States (U.S.) wholesale distributor of building products. We operate our business using two reportable segments: (1) Wood Products, which primarily manufactures EWP and plywood, and (2) Building Materials Distribution (BMD), which is a wholesale distributor of building materials. For more information, see Note 12, Segment Information. Consolidation The accompanying quarterly consolidated financial statements have not been audited by an independent registered public accounting firm but, in the opinion of management, include all adjustments necessary to present fairly the financial position, results of operations, cash flows, and stockholders' equity for the interim periods presented. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. The quarterly consolidated financial statements include the accounts of Boise Cascade and its subsidiaries after elimination of intercompany balances and transactions. Quarterly results are not necessarily indicative of results that may be expected for the full year. These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our 2019 Form 10-K and the other reports we file with the Securities and Exchange Commission (SEC). 2. Summary of Significant Accounting Policies Accounting Policies The complete summary of significant accounting policies is included in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement, medical, and workers' compensation benefits; assumptions used in the determination of right-of-use assets and related lease liabilities; stock-based compensation; fair value measurements; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. 8 Table of Contents Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For revenue disaggregated by major product line for each reportable segment, see Note 12, Segment Information. Fees for shipping and handling charged to customers for sales transactions are included in "Sales" in our Consolidated Statements of Operations. When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as fulfillment costs. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations. In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers. For our Building Materials Distribution segment, costs related to shipping and handling of $ 49.2 million and $ 46.9 million, for the three months ended September 30, 2020 and 2019, respectively, and $ 134.1 million and $ 127.3 million for the nine months ended September 30, 2020 and 2019, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations. In our Building Materials Distribution segment, our activities relate to the purchase and resale of finished product, and excluding shipping and handling costs from “Materials, labor, and other operating expenses (excluding depreciation)” provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions. Customer Rebates and Allowances Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment. We provide the rebates to increase the sell-through of our products. Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At September 30, 2020, and December 31, 2019, we had $ 62.7 million and $ 49.4 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We adjust our estimate of revenue at the earlier of when the probability of rebates paid changes or when the amounts become fixed. There have not been significant changes to our estimates of rebates, although it is reasonably possible that a change in the estimate may occur. Vendor Rebates and Allowances We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. At September 30, 2020, and December 31, 2019, we had $ 7.7 million and $ 9.2 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets. Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred. Leases We primarily lease land, building, and equipment under operating and finance leases. We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or upon modification. Substantially all of our leases with initial terms greater than one year are for real estate, including distribution centers, corporate headquarters, land, and other office space. Substantially all of these lease agreements have fixed payment terms based on the passage of time and are recorded in our Building Materials Distribution segment. Many of our leases include fixed escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when appropriate. Renewal options generally range from one to ten years with fixed payment terms similar to those in the original lease agreements. Some lease agreements provide us with the option to purchase the leased property at market value. Our lease agreements do not contain any residual value guarantees. Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. The current portion of our operating and finance lease liabilities are recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. In determining our incremental borrowing rates, we 9 Table of Contents give consideration to publicly available interest rates for instruments with similar characteristics, including credit rating, term, and collateralization. For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably certain of exercising. Variable lease expense generally includes reimbursement of actual costs for common area maintenance, property taxes, and insurance on leased real estate and are recorded as incurred. Most of our operating lease expense is recorded in "Selling and distribution expenses" in our Consolidated Statements of Operations. In addition, we do not separate lease and non-lease components for all of our leases. Our short-term leases primarily include equipment rentals with lease terms on a month-to-month basis, which provide for our seasonal needs and flexibility in the use of equipment. Our short-term leases also include certain real estate for which either party has the right to cancel upon providing notice of 30 to 90 days. We do not recognize ROU assets or lease liabilities for short-term leases. Inventories Inventories included the following (work in process is not material): September 30, 2020 December 31, 2019 (thousands) Finished goods and work in process $ 385,310 $ 413,020 Logs 28,549 45,574 Other raw materials and supplies 40,468 39,002 $ 454,327 $ 497,596 Property and Equipment Property and equipment consisted of the following asset classes: September 30, 2020 December 31, 2019 (thousands) Land $ 38,274 $ 39,304 Buildings 144,845 140,008 Improvements 63,033 61,187 Mobile equipment, information technology, and office furniture 175,931 165,445 Machinery and equipment 681,230 666,467 Construction in progress 36,377 34,846 1,139,690 1,107,257 Less accumulated depreciation ( 692,360 ) ( 630,308 ) $ 447,330 $ 476,949 Long-Lived Asset Impairment We review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable (triggering event). An impairment of long-lived assets exists when the carrying value is not recoverable through future undiscounted cash flows from operations and when the carrying value of an asset or asset group exceeds its fair value. No triggering event was identified during the quarter ended September 30, 2020. 10 Table of Contents Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under GAAP gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3). Financial Instruments Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and interest rate swaps. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds. As of September 30, 2020, and December 31, 2019, we held $ 466.0 million and $ 259.5 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. At September 30, 2020, and December 31, 2019, the book value of our fixed-rate debt was $ 400.0 million and $ 350.0 million, respectively, and the fair value was estimated to be $ 430.0 million and $ 364.7 million, respectively. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt. We estimated the fair value of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our variable-rate debt is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. Because the interest rate on the variable-rate debt is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our variable-rate debt approximates book value. As discussed below, we also have interest rate swaps to mitigate our variable interest rate exposure, the fair value of which is measured based on Level 2 inputs. Interest Rate Risk and Interest Rate Swaps We are exposed to interest rate risk arising from fluctuations in variable-rate LIBOR on our term loan and when we have loan amounts outstanding on our Revolving Credit Facility. At September 30, 2020, we had $ 50.0 million of variable-rate debt outstanding based on one-month LIBOR after the pay-off of our $ 45.0 million term loan in July 2020, described in Note 6, Debt. During the three months ended September 30, 2020, we liquidated our interest rate swap agreements with notional principal amounts of $ 45.0 million in conjunction with the pay-off of the $ 45.0 million term loan. Our objective is to limit the variability of interest payments on our debt. To meet this objective, we enter into receive-variable, pay-fixed interest rate swaps to change the variable-rate cash flow exposure to fixed-rate cash flows. In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk. We do not speculate using derivative instruments. At September 30, 2020, we had two interest rate swap agreements. Under the interest rate swaps, we receive one-month LIBOR-based variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $ 50.0 million of variable rate debt exposure. Payments on one interest rate swap, entered into in 2016, with a notional principal amount of $ 50.0 million is due on a monthly basis at an annual fixed rate of 1.007 % and expires in February 2022 (Initial Swap). During the three months ended June 30, 2020, we entered into another forward interest rate swap agreement which commences on the expiration date of the Initial Swap. Payments on this interest rate swap with a notional principal amount of $ 50.0 million will be due on a monthly basis at an annual fixed rate of 0.39 % and expires in June 2025. The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in our Consolidated Statements of Operations rather than through other comprehensive income. At September 30, 2020, we recorded a long-term liability of $ 0.8 million in "Other long-term liabilities" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements. At December 31, 2019, we recorded a long-term asset of $ 0.8 million in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements. The swaps were valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs). 11 Table of Contents Concentration of Credit Risk We are exposed to credit risk related to customer accounts receivable. In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations. At September 30, 2020, receivables from two customers accounted for approximately 13 % and 11 % of total receivables. At December 31, 2019, receivables from these two customers accounted for approximately 14 % and 12 % of total receivables. No other customer accounted for 10% or more of total receivables. New and Recently Adopted Accounting Standards In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Our current contracts that reference LIBOR include certain debt instruments and interest rate swaps. The amendments are effective for eligible contract modifications subsequent to March 12, 2020, and through December 31, 2022. The adoption of this standard did not have a material effect on our financial statements, but we will assess any eligible contract modifications in the future. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to reduce complexity in accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. We currently do not expect the adoption of the guidance to have a material effect on our financial statements, but will continue to monitor the standard through the effective date. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans . This ASU amends ASC 715 to remove disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant related to defined benefit pension and other postretirement plans. The ASU's changes related to disclosures are part of the FASB's disclosure framework project. The updated guidance is effective retrospectively for annual reporting periods ending after December 15, 2020, with early adoption permitted. We are currently evaluating the effects of this ASU on our disclosures in the notes to our financial statements. There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures. 3. Income Taxes For the three and nine months ended September 30, 2020, we recorded $ 34.6 million and $ 50.0 million, respectively, of income tax expense and had an effective rate of 25.1 % in both periods. For the three and nine months ended September 30, 2019, we recorded $ 9.7 million and $ 22.6 million, respectively, of income tax expense and had an effective rate of 26.2 % and 25.4 %, respectively. For all periods, the primary reason for the difference between the federal statutory income tax rate of 21 % and the effective tax rate was the effect of state taxes. During the nine months ended September 30, 2020, cash paid for taxes, net of refunds received were $ 35.3 million. During the nine months ended September 30, 2019, refunds received, net of cash taxes paid, were $ 7.1 million. 12 Table of Contents 4. Net Income Per Common Share Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Weighted average common shares outstanding for the basic net income per common share calculation includes certain vested restricted stock units (RSUs) and performance stock units (PSUs) as there are no conditions under which those shares will not be issued. Diluted net income per common share is computed by dividing net income by the combination of the weighted average number of common shares outstanding during the period and other potentially dilutive weighted average common shares. Other potentially dilutive weighted average common shares include the dilutive effect of stock options, RSUs, and PSUs for each period using the treasury stock method. Under the treasury stock method, the exercise price of a share and the amount of compensation expense, if any, for future service that has not yet been recognized are assumed to be used to repurchase shares in the current period. The following table sets forth the computation of basic and diluted net income per common share: Three Months Ended September 30 Nine Months Ended September 30 2020 2019 2020 2019 (thousands, except per-share data) Net income $ 103,192 $ 27,171 $ 148,978 $ 66,278 Weighted average common shares outstanding during the period (for basic calculation) 39,315 39,087 39,264 39,020 Dilutive effect of other potential common shares 211 205 132 182 Weighted average common shares and potential common shares (for diluted calculation) 39,526 39,292 39,396 39,202 Net income per common share - Basic $ 2.62 $ 0.70 $ 3.79 $ 1.70 Net income per common share - Diluted $ 2.61 $ 0.69 $ 3.78 $ 1.69 The computation of the dilutive effect of other potential common shares excludes stock awards representing no shares of common stock in both the three months ended September 30, 2020 and 2019, and 0.2 million of common stock shares in both the nine months ended September 30, 2020 and 2019. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive. 5. Curtailment of Manufacturing Facility On February 20, 2020 , we decided to permanently curtail I-joist production at our Roxboro, North Carolina facility by March 31, 2020 . As a result of the curtailment, we recorded $ 15.0 million of accelerated depreciation during first quarter 2020 to fully depreciate the curtailed I-joist assets. In addition, we recorded $ 1.7 million of various closure-related costs in "Loss on curtailment of facility" in our Consolidated Statements of Operations. 13 Table of Contents 6. Debt Long-term debt consisted of the following: September 30, 2020 December 31, 2019 (thousands) Asset-based revolving credit facility due 2025 $ — $ — Asset-based credit facility term loan due 2025 50,000 50,000 Term loan due 2026 — 45,000 4.875% senior notes due 2030 400,000 — 5.625% senior notes due 2024 — 350,000 Deferred financing costs ( 6,417 ) ( 4,456 ) Long-term debt $ 443,583 $ 440,544 Asset-Based Credit Facility On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into an Amended and Restated Credit Agreement, as amended, (Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders. On March 13, 2020, we entered into the sixth amendment to the Amended Agreement to reduce the maximum amount available for revolving loans from $ 370 million to $ 350 million (Revolving Credit Facility) and to extend the maturity date of the Credit Agreement from May 1, 2022, to March 13, 2025. The term loan within the Amended Agreement remains at $ 50.0 million (ABL Term Loan). Interest on borrowings under our Revolving Credit Facility and ABL Term Loan are payable monthly. Borrowings under the Amended Agreement are constrained by a borrowing base formula dependent upon levels of eligible receivables and inventory reduced by outstanding borrowings and letters of credit (Availability). The Amended Agreement is secured by a first-priority security interest in substantially all of our assets, except for property and equipment. The proceeds of borrowings under the agreement are available for working capital and other general corporate purposes. The Amended Agreement contains customary nonfinancial covenants, including a negative pledge covenant and restrictions on new indebtedness, investments, distributions to equity holders, asset sales, and affiliate transactions, the scope of which are dependent on the Availability existing from time to time. The Amended Agreement also contains a requirement that we meet a 1 :1 fixed-charge coverage ratio (FCCR), applicable only if Availability falls below 10 % of the aggregate revolving lending commitments, or $ 35 million. Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at September 30, 2020, was $ 345.4 million. The Amended Agreement permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Amended Agreement, and (ii) pro forma Excess Availability (as defined in the Amended Agreement) is equal to or exceeds 25 % of the aggregate Revolver Commitments (as defined in the Amended Agreement) or (iii) (x) pro forma Excess Availability is equal to or exceeds 15 % of the aggregate Revolver Commitment and (y) our fixed-charge coverage ratio is greater than or equal to 1 :1 on a pro forma basis. Revolving Credit Facility Interest rates under the Revolving Credit Facility are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.25 % to 1.50 % for loans based on LIBOR and from 0.25 % to 0.50 % for loans based on the base rate. The spread is determined on the basis of a pricing grid that results in a higher spread as average quarterly Availability declines. Letters of credit are subject to a fronting fee payable to the issuing bank and a fee payable to the lenders equal to the LIBOR margin rate. In addition, we are required to pay an unused commitment fee at a rate of 0.25 % per annum of the average unused portion of the lending commitments. 14 Table of Contents At both September 30, 2020, and December 31, 2019, we had no borrowings outstanding under the Revolving Credit Facility and $ 4.6 million of letters of credit outstanding. These letters of credit and borrowings, if any, reduce Availability under the Revolving Credit Facility by an equivalent amount. ABL Term Loan The ABL Term Loan was provided by institutions within the Farm Credit system. Borrowings under the ABL Term Loan may be repaid from time to time at the discretion of the borrowers without premium or penalty. However, any principal amount of ABL Term Loan repaid may not be subsequently re-borrowed. Interest rates under the ABL Term Loan are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.75 % to 2.00 % for LIBOR rate loans and from 0.75 % to 1.00 % for base rate loans, both dependent on the amount of Average Excess Availability (as defined in the Amended Agreement). During the nine months ended September 30, 2020, the average interest rate on the ABL Term Loan was approximately 2.47 %. We have received and expect to continue receiving patronage credits under the ABL Term Loan. Patronage credits are distributions of profits from banks in the Farm Credit system, which are cooperatives that are required to distribute profits to their members. Patronage distributions, which are generally made in cash, are received in the year after they are earned. Patronage credits are recorded as a reduction to interest expense in the year earned. After giving effect to expected patronage distributions, the effective average net interest rate on the ABL Term Loan was approximately 1.5 % during the nine months ended September 30, 2020. Term Loan On March 30, 2016 (Closing Date), Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and the guarantors party thereto, entered into a term loan agreement, as amended, (Term Loan Agreement) with American AgCredit, PCA, as administrative agent and sole lead arranger, and other banks in the Farm Credit system named therein as lenders. The original Term Loan Agreement was for a $ 75.0 million secured term loan (Term Loan). In December 2016, we repaid $ 30 million of the Term Loan. In July 2020, we paid off the remaining balance on the Term Loan of $ 45.0 million, thus satisfying and discharging our obligations under the Term Loan. Interest rates under the Term Loan Agreement were based, at our election, on either the LIBOR or a base rate, as defined in the Term Loan Agreement, plus a spread over the index. The applicable spread for the Term Loan ranged from 1.875 % to 2.125 % for LIBOR rate loans, and 0.875 % to 1.125 % for base rate loans, both dependent on our Interest Coverage Ratio (as defined in the Term Loan Agreement). During the nine months ended September 30, 2020, the average interest rate on the Term Loan was approximately 2.82 %. We have received and expect to receive patronage credits through the period in which the Term Loan was outstanding. After giving effect to expected patronage distributions, the effective average net interest rate on the Term Loan was approximately 1.8 %. 2024 Notes On August 29, 2016, Boise Cascade issued $ 350 million of 5.625 % senior notes due September 1, 2024 (2024 Notes), through a private placement that was exempt from the registration requirements of the Securities Act of 1933, as amended (Securities Act). Interest on our 2024 Notes was payable semiannually in arrears on March 1 and September 1. In connection with the issuance of the $ 400 million of 4.875 % senior notes due July 1, 2030 (2030 Notes) described below, we commenced a tender offer to purchase any and all of our $ 350 million aggregate principal amount of 2024 Notes then outstanding. On July 27, 2020, we accepted for purchase an aggregate principal amount of $ 212.5 million of the 2024 Notes that were tendered. On September 1, 2020, we redeemed the remaining $ 137.5 million in aggregate principal amount of the 2024 Notes outstanding and our obligations under the indenture, pursuant to which the 2024 Notes were issued, were satisfied and discharged. In connection with these transactions, we recognized a pre-tax loss on the extinguishment of debt of $ 14.0 million during the three months ended September 30, 2020. The loss includes $ 10.8 million of debt extinguishment premium payments and $ 3.2 million for the write-off of unamortized deferred financing costs. 15 Table of Contents 2030 Notes On July 27, 2020, we issued the 2030 Notes through a private placement that was exempt from the registration requirements of the Securities Act. The 2030 Notes mature on July 1, 2030, with interest payable semiannually in arrears on January 1 and July 1, commencing on January 1, 2021. The 2030 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Amended Agreement. Following the sale of our 2030 Notes, as noted above, we used the net proceeds of the sale to repurchase or redeem any and all of our 2024 Notes, to pay off our Term Loan of $ 45.0 million, and to pay related financings fees and expenses related to the offering of the 2030 Notes and incurred in connection with the repurchase or redemption of the 2024 Notes. The 2030 Notes are senior unsecured obligations and rank equally with all of the existing and future senior indebtedness of Boise Cascade Company and of the guarantors, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Amended Agreement to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the 2030 Notes. The terms of the indenture governing the 2030 Notes, among other things, limit the ability of Boise Cascade and our restricted subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of their assets; enter into transactions with affiliates; and sell or transfer certain assets. The indenture governing the 2030 Notes permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the indenture, and (ii) our consolidated leverage ratio is no greater than 3.5 :1, or (iii) the dividend, together with other dividends since the issue date, would not exceed our "builder" basket under the indenture. In addition, the indenture includes certain specific baskets for the payment of dividends. The indenture governing the 2030 Notes provides for customary events of default and remedies. Interest Rate Swaps For information on interest rate swaps, see Interest Rate Risk and Interest Rate Swaps of Note 2, Summary of Significant Accounting Policies. Cash Paid for Interest For the nine months ended September 30, 2020 and 2019, cash payments for interest were $ 21.2 million and $ 22.7 million, respectively. 7. Leases Lease Costs The components of lease expense were as follows: Three Months Ended September 30 Nine Months Ended September 30 2020 2019 2020 2019 (thousands) Operating lease cost $ 3,313 $ 3,442 $ 10,020 $ 10,150 Finance lease cost Amortization of right-of-use assets 603 410 1,602 1,170 Interest on lease liabilities 615 479 1,659 1,405 Variable lease cost 754 721 2,215 2,062 Short-term lease cost 899 1,338 2,969 3,407 Sublease income ( 31 ) ( 134 ) ( 108 ) ( 438 ) Total lease cost $ 6,153 $ 6,256 $ 18,357 $ 17,756 16 Table of Contents Other Information Supplemental cash flow information related to leases was as follows: Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 (thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 9,744 $ 10,026 Operating cash flows from finance leases 1,659 1,405 Financing cash flows from finance leases 936 571 Right-of-use assets obtained in exchange for lease obligations Operating leases 6,628 3,243 Finance leases 9,871 2,655 Other information related to leases was as follows: September 30, 2020 December 31, 2019 Weighted-average remaining lease term (years) Operating leases 8 8 Finance leases 15 14 Weighted-average discount rate Operating leases 6.4 % 6.5 % Finance leases 7.7 % 8.5 % As of September 30, 2020, our minimum lease payment requirements for noncancelable operating and finance leases are as follows: Operating Leases Finance Leases (thousands) Remainder of 2020 $ 3,233 $ 974 2021 13,005 3,917 2022 12,236 3,923 2023 11,945 3,963 2024 11,190 3,959 Thereafter 34,992 41,319 Total future minimum lease payments 86,601 58,055 Less: interest ( 19,932 ) ( 24,618 ) Total lease obligations 66,669 33,437 Less: current obligations ( 9,175 ) ( 1,514 ) Long-term lease obligations $ 57,494 $ 31,923 17 Table of Contents 8. Retirement and Benefit Plans The following table presents the pension benefit costs: Three Months Ended September 30 Nine Months Ended September 30 2020 2019 2020 2019 (thousands) Service cost $ 167 $ 163 $ 501 $ 485 Interest cost 1,474 1,792 4,420 5,417 Expected return on plan assets ( 1,374 ) ( 1,477 ) ( 4,120 ) ( 4,426 ) Amortization of actuarial (gain) loss 202 ( 44 ) 605 ( 131 ) Plan settlement loss — 1,342 86 1,342 Net periodic benefit expense $ 469 $ 1,776 $ 1,492 $ 2,687 Service cost is recorded in the same income statement line items as other employee compensation costs arising from services rendered, and the other components of net periodic benefit expense are recorded in "Pension expense (excluding service costs)" in our Consolidated Statements of Operations. During the nine months ended September 30, 2020, we contributed $ 12.7 million in cash to the pension plans. During the third quarter 2020, we repurchased two BMD real property locations we previously had contributed to our qualified defined benefit pension plan (Pension Plan) for approximately $ 11.4 million, which were recorded as pension contributions. For information related to the contribution of properties to our qualified defined benefit pension plan, see Note 12, Retirement and Benefit Plans, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K. For the remainder of 2020, we expect to make approximately $ 0.1 million in cash contributions to our nonqualified salaried pension plans. We have announced to plan participants our intention to terminate our Pension Plan (Plan Termination). In conjunction with the Plan Termination, we froze accrual of all benefits on our Pension Plan effective August 31, 2020. In addition, we purchased a buy-in group annuity contract (Buy-In) from The Prudential Insurance Company of America (Prudential), which was funded with plan assets on August 6, 2020. In anticipation of the Plan Termination, the Buy-In will fund lump-sum payments made to eligible plan participants. The lump-sum program is expected to close on October 31, 2020 and participants who elect to participate will receive payment on or about December 2, 2020, after which, neither the Pension Plan nor Prudential will have any further obligations to those participants. After completion of the lump-sum program, we expect to exercise our option to convert the Buy-In to a buy-out group annuity contract (Buy-Out) for no additional premium. When the Buy-Out becomes effective, we plan to irrevocably transfer to Prudential the future benefit obligations and annuity administration for all remaining plan participants (or their beneficiaries) in the Pension Plan. We expect these transactions to fully eliminate the liabilities of our Pension Plan, upon which we will record the related non-cash accounting adjustments as required by the application of pension settlement accounting rules. 18 Table of Contents 9. Stock-Based Compensation In first quarter 2020 and 2019, we granted two types of stock-based awards under our incentive plan: performance stock units (PSUs) and restricted stock units (RSUs). PSU and RSU Awards During the nine months ended September 30, 2020, we granted 94,850 PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the number of shares actually awarded will range from 0 % and 200 % of the target amount, depending upon Boise Cascade's 2020 return on invested capital (ROIC), as approved by our Compensation Committee in accordance with the related grant agreement. For the other employees, the number of shares actually awarded will range from 0 % to 200 % of the target amount, depending upon Boise Cascade’s 2020 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, determined in accordance with the related grant agreement. Because the ROIC and EBITDA components contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest. During the nine months ended September 30, 2019, we granted 110,923 PSUs to our officers and other employees, subject to performance and service conditions. During the 2019 performance period, officers and other employees earned 93 % and 96 %, respectively, of the target based on Boise Cascade’s 2019 ROIC and EBITDA, determined by our Compensation Committee in accordance with the related grant agreement. The PSUs granted to officers generally vest in a single installment three years from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date. During the nine months ended September 30, 2020 and 2019, we granted an aggregate of 125,716 and 166,675 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions. The RSUs granted to officers and other employees vest in three equal tranches each year after the grant date. The RSUs granted to nonemployee directors vest over a one year period. We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date. During the nine months ended September 30, 2020 and 2019, the total fair value of PSUs and RSUs vested was $ 11.1 million and $ 11.4 million, respectively. The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the nine months ended September 30, 2020: PSUs RSUs Number of shares Weighted Average Grant-Date Fair Value Number of shares Weighted Average Grant-Date Fair Value Outstanding, December 31, 2019 295,347 $ 31.09 257,564 $ 31.14 Granted 94,850 36.45 125,716 36.45 Performance condition adjustment (a) ( 6,989 ) 29.48 — — Vested ( 162,622 ) 28.93 ( 143,807 ) 30.88 Forfeited ( 24,246 ) 32.57 ( 26,707 ) 32.82 Outstanding, September 30, 2020 196,340 $ 35.34 212,766 $ 34.24 _______________________________ (a) Represents total PSUs forfeited during the nine months ended September 30, 2020, related to the 2019 performance condition adjustment described above. 19 Table of Contents Compensation Expense We record compensation expense over the awards' vesting period and account for share-based award forfeitures as they occur, rather than making estimates of future forfeitures. Any shares not vested are forfeited. We recognize stock awards with only service conditions on a straight-line basis over the requisite service period. Most of our share-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations. Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows: Three Months Ended September 30 Nine Months Ended September 30 2020 2019 2020 2019 (thousands) PSUs $ 1,503 $ 800 $ 2,804 $ 2,515 RSUs 991 1,147 3,035 3,501 Total $ 2,494 $ 1,947 $ 5,839 $ 6,016 The related tax benefit for both the nine months ended September 30, 2020 and 2019, was $ 1.5 million. As of September 30, 2020, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 11.2 million. This expense is expected to be recognized over a weighted-average period of 2.0 years. 10. Stockholders' Equity Dividends On November 14, 2017, we announced that our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock. For more information regarding our dividend declarations and payments made during each of the nine months ended September 30, 2020 and 2019, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity. On September 28, 2020 , our board of directors declared a supplemental dividend of $ 1.60 per share on our common stock, payable on November 2, 2020 , to stockholders of record on October 15, 2020 . At September 30, 2020, we accrued $ 62.7 million in "Dividends payable" on our Consolidated Balance Sheets, representing our supplemental dividend declaration. On October 29, 2020 , our board of directors declared a quarterly dividend of $ 0.10 per share on our common stock, payable on December 15, 2020 , to stockholders of record on December 1, 2020 . For a description of the restrictions in our asset-based credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 6, Debt. Future quarterly dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, legal capital requirements and surplus, our future operations and earnings, general financial condition, contractual obligations, restrictions imposed by our asset-based credit facility, term loan, and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant. 20 Table of Contents Accumulated Other Comprehensive Loss The following table details the changes in accumulated other comprehensive loss for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30 Nine Months Ended September 30 2020 2019 2020 2019 (thousands) Beginning balance, net of taxes $ ( 49,883 ) $ ( 47,717 ) $ ( 50,248 ) $ ( 47,652 ) Amortization of actuarial (gain) loss, before taxes (a) 202 ( 44 ) 605 ( 131 ) Effect of settlements, before taxes (a) — 1,342 86 1,342 Income taxes ( 51 ) ( 329 ) ( 175 ) ( 307 ) Ending balance, net of taxes $ ( 49,732 ) $ ( 46,748 ) $ ( 49,732 ) $ ( 46,748 ) ___________________________________ (a) Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost. For additional information, see Note 8, Retirement and Benefit Plans. 11. Transactions With Related Party Louisiana Timber Procurement Company, L.L.C. (LTP) is an unconsolidated variable-interest entity that is 50 % owned by us and 50 % owned by Packaging Corporation of America (PCA). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of us and PCA in Louisiana. We are not the primary beneficiary of LTP as we do not have power to direct the activities that most significantly affect the economic performance of LTP. Accordingly, we do not consolidate LTP's results in our financial statements. Sales Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $ 2.8 million and $ 4.0 million, respectively, during the three months ended September 30, 2020 and 2019, and $ 9.5 million and $ 12.8 million, respectively, during the nine months ended September 30, 2020 and 2019. These sales are recorded in "Sales" in our Consolidated Statements of Operations. Costs and Expenses Related-party wood fiber purchases from LTP were $ 15.6 million and $ 21.4 million, respectively, during the three months ended September 30, 2020 and 2019, and $ 52.0 million and $ 62.7 million, respectively, during the nine months ended September 30, 2020 and 2019. These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations. 21 Table of Contents 12. Segment Information We operate our business using two reportable segments: Wood Products and Building Materials Distribution. Unallocated corporate costs are presented as reconciling items to arrive at operating income. There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 17, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K. Wood Products and Building Materials Distribution segment sales to external customers, including related parties, by product line are as follows: Three Months Ended September 30 Nine Months Ended September 30 2020 2019 2020 2019 (millions) Wood Products (a) LVL $ 4.3 $ 7.9 $ 15.6 $ 31.8 I-joists 3.3 4.9 10.4 18.2 Other engineered wood products 5.6 6.2 17.2 20.5 Plywood and veneer 105.1 64.6 234.2 195.5 Lumber 13.3 13.5 37.9 40.7 Byproducts 16.1 18.3 52.5 56.4 Other 3.9 8.5 12.9 27.8 151.6 123.9 380.7 391.0 Building Materials Distribution Commodity 718.9 467.9 1,649.1 1,316.7 General line 483.0 454.5 1,328.5 1,207.7 Engineered wood products 235.8 223.3 644.3 626.4 1,437.7 1,145.6 3,621.9 3,150.7 $ 1,589.3 $ 1,269.5 $ 4,002.6 $ 3,541.7 ___________________________________ (a) Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our Building Materials Distribution segment, as well as the cost of EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, retail lumberyards, and professional builders). For the nine months ended September 30, 2020, approximately 80 % of Wood Products' EWP sales volumes were to our Building Materials Distribution segment. 22 Table of Contents An analysis of our operations by segment is as follows: Three Months Ended September 30 Nine Months Ended September 30 2020 2019 2020 2019 (thousands) Net sales by segment Wood Products $ 363,674 $ 325,102 $ 965,240 $ 978,881 Building Materials Distribution 1,437,683 1,145,621 3,621,940 3,150,750 Intersegment eliminations (a) ( 212,044 ) ( 201,199 ) ( 584,573 ) ( 587,940 ) Total net sales $ 1,589,313 $ 1,269,524 $ 4,002,607 $ 3,541,691 Segment operating income Wood Products (b) $ 66,035 $ 15,597 $ 86,872 $ 46,135 Building Materials Distribution 107,901 38,665 180,413 89,982 Total segment operating income 173,936 54,262 267,285 136,117 Unallocated corporate costs ( 15,364 ) ( 9,364 ) ( 31,396 ) ( 24,433 ) Income from operations $ 158,572 $ 44,898 $ 235,889 $ 111,684 ___________________________________ (a) Primarily represents intersegment sales from our Wood Products segment to our Building Materials Distribution segment. (b) Wood Products segment operating income for the nine months ended September 30, 2020, includes $ 15.0 million of accelerated depreciation and $ 1.7 million of other closure-related costs due to the permanent curtailment of I-joist production at our Roxboro, North Carolina facility. For more information, see Note 5, Curtailment of Manufacturing Facility. 13. Commitments, Legal Proceedings and Contingencies, and Guarantees Commitments We are a party to a number of long-term log supply agreements that are discussed in Note 18, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business. As of September 30, 2020, there have been no material changes to the above commitments disclosed in the 2019 Form 10-K. Legal Proceedings and Contingencies We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, and employment-related claims, among others. As of the date of this filing, we believe it is not reasonably possible that any of the legal actions against us will, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows. Guarantees We provide guarantees, indemnifications, and assurances to others. Note 18, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2019 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of September 30, 2020, there have been no material changes to the guarantees disclosed in the 2019 Form 10-K, except for debt transactions disclosed in Note 6, Debt. 23 Table of Contents