BOISE CASCADE Co 10-K

ITEM 1. BUSINESS Boise Cascade is one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading U.S. wholesale distributor of building products. As used in this Form 10-K, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. Our Purpose and Values Purpose As a leading manufacturer and distributor of building materials, we bring people, products, and services together to build strong homes, businesses, and communities that stand the test of time. Our Shared Values At Boise Cascade, our values are not just words; they are the behaviors that we expect of each other and help us all share in a bigger purpose. We truly care about relationships with our teammates, customers, suppliers, shareholders, and the communities where we operate. We approach the way we do business with these core values: • Integrity - We are our word. Integrity goes beyond the lasting structural strength of our products; it is our uncompromising commitment to do the right thing. We nurture long-term relationships every day, in everything that we do. • Safety - We each have the responsibility for our own safety and the safety of those around us, both at work and at home. Together, we strive to create an injury-free environment by identifying risks, eliminating hazards, and requiring safe behaviors. • Respect - We cultivate a climate of mutual respect, camaraderie, and teamwork. We welcome diverse backgrounds, views, and skills because we believe it results in stronger teams, inspired solutions, and greater agility as an organization. • Pursuit of Excellence - We are committed to the continuous improvement of people, processes, and the quality of products that we deliver. We apply best practices in our environmental management and forest stewardship. We all 2 Table of Contents have the autonomy to apply our knowledge and experience to solve problems, make decisions, and implement new ideas to drive sustainable results. Segment Overview Our two reportable segments, Wood Products and Building Materials Distribution, operate with a high degree of vertical integration. In our Wood Products segment, we manufacture laminated veneer lumber (LVL), I-joists, and laminated beams, which are collectively referred to as EWP. In addition, we manufacture structural, appearance, and industrial plywood panels, and ponderosa pine lumber. Our Building Materials Distribution segment (BMD) is the largest customer of our Wood Products segment and operates a nationwide network of distribution facilities that sell a broad line of building materials, including oriented strand board (OSB), plywood, and lumber (collectively referred to as commodities); general line items such as siding, composite decking, doors, metal products, insulation, and roofing; and EWP. Substantially all of BMD's EWP is sourced from our Wood Products segment, with the remaining products we distribute sourced from a broad vendor base of third-party suppliers ranging from large manufacturers to small regional producers. Our products are used in the construction of new residential housing, including single-family, multi-family, and manufactured homes, the repair-and-remodeling of existing housing, the construction of light industrial and commercial buildings, and industrial applications. We have a broad base of national and local customers, which includes a diverse mix of dealers, home improvement centers, leading wholesalers, specialty distributors, and industrial converters. Drivers of new residential construction, residential repair-and-remodeling activity, and light commercial construction include new household formation, the age of the housing stock, availability of credit and other macroeconomic factors, such as GDP growth, population growth and migration, interest rates, employment, and consumer sentiment. The map below presents our network of manufacturing and distribution facilities. 3 Table of Contents Our Business Strategies Increase Both Our Earnings and Earnings Stability We intend to increase both our earnings and earnings stability by growing our EWP sales and expanding our distribution capabilities. In Wood Products, we are principally focused on the production of veneer-based products. We have grown our EWP sales and thereby diverted more of our internally produced veneer away from plywood, which is a product line exposed to oriented strand board substitution and significant price volatility. In 2022, we acquired Coastal Plywood Company (Coastal Plywood) and its plywood manufacturing locations in Havana, Florida, and Chapman, Alabama, to provide avenues for further EWP growth. These facilities will provide incremental stress-rated veneer needed to optimize and expand our southeastern U.S. EWP production capacity. In addition, we have divested of assets that we considered to be non-strategic or where we believed we were unlikely to generate a sufficient return on invested capital in the future. In BMD, our growth strategy includes adding products and services, expanding our market penetration via acquisition or the opening or expansion of locations in under-served markets, and identifying and executing upon adjacent distribution platforms that can be scaled. Doors provide a recent example of product line expansion in BMD. In 2020 and 2021, we expanded our door shop assembly operations with the addition of properties and related assembly equipment in Dallas and Houston, Texas. In addition, we recently announced the purchase of a new facility in Kansas City, Missouri, to house an additional door shop assembly operation. In 2022, we completed or announced capacity expansion projects in Albuquerque, New Mexico; Marion, Ohio; Cincinnati, Ohio; and Minneapolis, Minnesota. Furthermore, we recently purchased properties in South Carolina and Texas to build two new distribution facilities over the next two years. These organic growth projects allow us to further expand our product and service offerings in those markets. The change in our sales mix by segment over time from reducing our product mix in Wood Products and expanding our BMD distribution capabilities is illustrated below. 4 Table of Contents Wood Products' change in sales mix by product line over time is illustrated below. The chart below illustrates our growth in EWP. 5 Table of Contents BMD carries a broad line of building materials used in residential construction, repair and remodel, and industrial applications. In BMD, we have grown by adding products and services, capturing additional market share in many of our existing markets, expanding our market presence via acquisition or start-up or expansion of locations, and by identifying and executing upon adjacent distribution platforms. Over time, BMD intends to increase the proportion of its sales attributable to general line and EWP as those products carry a higher margin profile than commodities. The chart below reflects BMD's sales mix by product for the year ended December 31, 2022. BMD's growth in sales dollars and sales per U.S. housing start are reflected in the chart below. 6 Table of Contents A map of BMD's distribution locations is shown below. The red stars are BMD's locations, the size of the circles indicate the level of residential construction activity in that trade area (Core-Based Statistical Area or CBSA), and the color of the circles indicate how close our distribution centers are to each major trade area. During 2018 and 2019, we acquired wholesale building material distribution locations in Nashville, Tennessee; Medford, Oregon; Cincinnati, Ohio; and Birmingham, Alabama. In addition, we recently purchased properties in South Carolina and Texas to build two new distribution facilities over the next two years. These facilities will allow us to better serve customers in Charleston, South Carolina, San Antonio, Texas, and surrounding markets. 7 Table of Contents Leverage our Integrated Model We believe our vertically-integrated business model provides us with advantages over less integrated competitors and provides unique and significant value to our customers. Wood Products enjoys superior access to the market through a committed distributor, BMD benefits from a committed manufacturing partnership, and we capture margin at both levels of the supply chain. From 2018 to 2022, Wood Products' sales volumes of EWP to BMD grew from 74% to 77%, and plywood sales volumes to BMD declined slightly from 36% to 32%. The chart below reflects the progress we have made in distributing internally produced products through our distribution network. Drive Operational Excellence In Wood Products, we use process improvement and machine reliability methodologies to continuously refine and improve our operations and processes. We believe there are opportunities to further apply these process improvement programs in our manufacturing operations and apply similar techniques and methods to different functional areas to realize efficiencies in those areas. In BMD, we believe our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital. In order to assess the effectiveness and efficiency of our operations, we regularly capture and report upon a wide variety of investment, operational, and customer service metrics. Key learnings and best practices are then leveraged across our distribution locations. Accelerate Pace of Innovation, Digital Technology, and Diversity, Equity & Inclusion The Company is actively pursuing additional initiatives that we believe will provide further avenues for revenue and earnings growth: Innovation - We are actively engaged in product development opportunities in our Wood Products segment. These opportunities include the development of new products for new residential construction or commercial construction applications. The commercial construction segment is a particular area of focus for us given we have limited penetration in that space today, and recent changes in building codes that allow for the use of mass timber in tall wood structures provide further opportunity. Innovation efforts within our Wood Products segment are also focused on identifying process and cost efficiency improvement opportunities, some of which will include further automation within our manufacturing operations. To support our innovation initiatives, we have added dedicated resources and are also leveraging tools to capture ideas from employees across our organization. 8 Table of Contents Digital Technology - Like many companies, we use multiple systems to manage our business. This can mean that critical business data is not in one central and easily accessible location. As such, we have undertaken a project that has brought much of our primary business data into a single repository. That data, combined with a robust reporting engine, is allowing us to quickly access and analyze the information. This project has resulted in the development of business use cases that are expected to provide revenue-generating, cost-reducing, and risk-mitigating opportunities. This journey is ongoing, and we expect to continue to leverage this digital investment to further develop value-generating analytics and business insights. Diversity, Equity & Inclusion (DEI) - At Boise Cascade, we are pursuing excellence by embracing the power of our differences. We are committed to fostering an inclusive culture that values diversity and creates connection where everyone feels seen, heard, and valued. We recognize both the compelling business case for DEI to drive business impact and the role this work plays in living our core values of integrity, safety, respect, and the pursuit of excellence. Our strategy drives our work to build diverse and inclusive teams by putting initiatives in place that welcome diversity, build community, and grow our people and our business. Our DEI Director works in partnership with an employee DEI Steering Committee that informs and guides our work and an employee DEI Action Council that integrates DEI into our systems and processes to operationalize the strategy. Our commitment starts at the top with our executive leadership team and engages employees at all levels with training, webinars, and other tools, resources, and activities that celebrate our differences, increase our awareness, diversify our talent pipelines, and foster a culture of inclusion for all employees. Segment Detail Wood Products Products LVL and laminated beams are structural products used in applications where extra strength and consistent quality are required, such as headers and beams. LVL is also used in the manufacture of I-joists, which are assembled by combining a vertical web of OSB with top and bottom LVL or solid wood flanges. I-joists, which are used primarily in residential and commercial flooring and roofing systems and other structural applications, are stronger, lighter, and straighter than conventional lumber products. Plywood is used in a wide range of structural, interior, and exterior applications within the residential, industrial, and repair and remodel sectors. We also produce ponderosa pine shop lumber which is sold primarily to industrial converters, and ponderosa pine appearance grade boards that are sold to home centers and dealers. The following table sets forth the annual capacity, production volumes, and sales volumes of our principal products for the periods indicated: Year Ended December 31 2022 2021 2020 2019 2018 (millions) Capacity (a) LVL (cubic feet) (b) 34.6 34.0 34.0 34.0 33.5 Plywood and Parallel Laminated Veneer (PLV) (sq. ft.) (3/8" basis) (c)(d) 2,735 2,230 2,230 2,230 2,440 Production Volumes LVL (cubic feet) (b) 26.7 29.3 26.0 25.6 27.6 I‑joists (equivalent lineal feet) (b) 233 295 237 215 253 Plywood and PLV (sq. ft.) (3/8" basis) (c) 1,753 1,727 1,637 1,668 1,822 Sales Volumes LVL (cubic feet) (e) 17.6 18.2 17.3 17.9 17.7 I-joists (equivalent lineal feet) 229 290 241 227 237 Plywood (sq. ft.) (3/8" basis) (f) 1,319 1,259 1,253 1,337 1,423 _______________________________________ (a) Estimated annual capacity at the end of each year based on machinery capabilities. (b) During the years presented above, approximately one-third of the LVL we produced was utilized internally to produce I-joists. Capacity is based on LVL production only. 9 Table of Contents (c) Approximately 25%, 29%, 27%, 23%, and 24%, respectively, of production in 2022, 2021, 2020, 2019, and 2018 was for PLV panels that are utilized internally to produce LVL. (d) 2022 includes 505 million square feet of plywood capacity related to the two plywood manufacturing facilities in Chapman, Alabama, and Havana, Florida, that were purchased in July 2022. 2018 includes 135 million square feet of plywood capacity related to the Moncure, North Carolina, facility that was sold in March 2019. (e) Excludes LVL produced and used as flange stock in the manufacture of I-joists. (f) Excludes PLV produced and used in the manufacture of LVL. The following table sets forth segment sales, segment income (loss), depreciation and amortization, and EBITDA (a non-GAAP measure) for the periods indicated: Year Ended December 31 2022 2021 2020 2019 2018 (millions) Segment sales (a) $ 2,115.9 $ 1,970.8 $ 1,323.9 $ 1,275.2 $ 1,533.3 Segment income (loss) (b) (c) $ 575.2 $ 531.2 $ 127.7 $ 54.2 $ (10.0) Segment depreciation and amortization (c) 73.3 55.2 71.1 57.7 127.0 Segment EBITDA (b) (d) $ 648.5 $ 586.5 $ 198.9 $ 111.9 $ 117.0 _______________________________________ (a) Segment sales are calculated before elimination of sales to our BMD segment. (b) During the year ended December 31, 2018, we recorded a pre-tax loss of $11.5 million related to the sale of two lumber mills and a particleboard plant in Northeast Oregon, as well as a pre-tax impairment loss of $24.0 million on the Moncure plywood facility upon being classified as held for sale. (c) The year ended December 31, 2018 includes $55.0 million of accelerated depreciation, $2.6 million of construction in progress and spare parts write-offs, and $0.2 million of severance expenses related to the Roxboro LVL curtailment in November 2018. The year ended December 31, 2020 includes $15.0 million of accelerated depreciation and $1.7 million of other closure costs related to the Roxboro I-joist curtailment in March 2020. For additional information regarding the Roxboro I-joist production curtailment, see Note 6, Curtailment of Manufacturing Facility, of the Notes to Consolidated Financial Statements in "Item 8, Financial Statements and Supplementary Data" of this Form 10-K. (d) Segment EBITDA is calculated as segment income before depreciation and amortization. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K for a description of our reasons for using EBITDA and for a discussion of the limitations of such a non-GAAP measure. Facilities Our Wood Products segment operates five EWP facilities. Our two most significant EWP facilities are located in Louisiana and Oregon and have a high degree of raw material and manufacturing integration with our neighboring plywood and veneer facilities. We also operate eleven plywood and veneer plants, as well as two sawmills. Raw Materials and Input Costs Wood fiber. Wood fiber is the primary raw material used in our Wood Products operations, and our primary source of wood fiber is logs. For the year ended December 31, 2022, wood fiber accounted for approximately 43% of materials, labor, and other operating expenses (excluding depreciation) in our Wood Products segment. Our EWP facilities use parallel-laminated veneer panels and veneer sheets produced by our facilities, as well as lumber, OSB, and veneer sheets purchased from third parties, to manufacture LVL, I-joists, and laminated beams. Our EWP, plywood, and veneer facilities use Douglas fir, white woods, and pine logs as raw materials. Our manufacturing facilities are located in close proximity to active wood fiber markets. 10 Table of Contents Logs comprised approximately 72% of our wood fiber costs during 2022, and we satisfy our log requirements through a combination of purchases under supply agreements, open-market purchases, and purchases pursuant to contracts awarded under public auctions. Approximately 88% of our log supply in 2022 was supplied through purchases from private landowners or through dealers. We also bid in auctions conducted by federal, state, and local authorities for the purchase of logs, generally at fixed prices, under contracts with terms of generally one to three years. Our log requirements and our access to supply, as well as the cost of obtaining logs, are subject to change based on, among other things, the availability of logs in each of our operating areas, our operating schedules, competition from other manufacturers, the effect of governmental laws and regulations, impacts of weather or fire on log availability, and the status of environmental appeals. Per-unit log costs in the western U.S. are higher than per-unit log costs in the southern U.S. due to higher harvest and delivery costs, as well as various supply-side constraints, including seasonal weather-related restrictions, slower growth cycles, and a higher proportion of federal and state timberland ownership. Our aggregate cost of obtaining logs is also affected by fuel costs and the distance of the log source from our facilities, as we are often required to arrange for harvesting and delivery of the logs we purchase from the source to our facilities. For a discussion of contractual commitments relating to log supply agreements, see "Liquidity and Capital Resources" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K. We also purchase OSB, which is used as the vertical web to assemble I-joists. OSB accounted for approximately 6% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2022. OSB is a commodity, and prices have been historically volatile in response to industry capacity and operating rates, inventory levels in various distribution channels, and seasonal demand patterns. Wood fiber also includes, to a lesser extent than OSB, lumber purchased from third parties for I-joist production at our Canadian EWP facility and for production at our laminated beam plant in Idaho. Lumber input costs are subject to similar commodity-based volatility characteristics noted above for OSB. Other raw materials and energy costs. We use a significant quantity of various resins and glues in our manufacturing processes. Resin and glue product costs are influenced by changes in the prices of raw material input costs, primarily fossil fuel products. We purchase resins and glues, other raw materials, and energy used to manufacture our products in both the open market and through supply contracts. The contracts are generally with regional suppliers who agree to supply all of our needs for a certain raw material or energy within the applicable region. These contracts have terms of various lengths and typically contain price adjustment mechanisms that take into account changes in market prices. 11 Table of Contents Sales, Marketing, and Distribution Our EWP sales force is managed centrally through a main office that oversees regional sales teams. Our sales force spends a significant amount of time working with end customers who purchase our EWP. Our sales force provides a variety of technical support services, including integrated design, engineering, product specification software, distributor inventory management software, and job-pack preparation systems. Sales of plywood are handled in multiple locations, with management located centrally at headquarters. In 2022, EWP and plywood accounted for 57% and 34%, respectively, of our Wood Products sales. The majority of our wood products are sold to leading wholesalers (including our BMD segment), home improvement centers, dealers, and industrial converters in North America. Our BMD segment is our Wood Products segment's largest customer, representing approximately 65% of our Wood Products segment's overall sales in 2022. In 2022, 77% and 32% of our Wood Products segment's EWP and plywood sales volumes, respectively, were to our BMD segment. Building Materials Distribution Products We sell a broad line of building materials; including OSB, plywood, and lumber (collectively commodities), general line items such as siding, composite decking, doors, metal products, insulation, and roofing, and EWP. Except for EWP, we purchase most of these building materials from a broad base of third-party suppliers ranging from large manufacturers, such as Huber Engineered Woods, James Hardie Building Products, Louisiana-Pacific Corporation, Trex Company, and Therma-Tru Corporation, to small regional producers. Substantially all of our EWP is sourced from our Wood Products segment. Our products are used in the construction of new residential housing, including single-family, multi-family, and manufactured homes, the repair-and-remodeling of existing housing, the construction of light industrial and commercial buildings, and other industrial applications. The following table lists our product line sales mix for the periods indicated: Year Ended December 31 2022 2021 2020 2019 2018 (percentage of Building Materials Distribution sales) Commodity 44.9 % 51.6 % 46.6 % 41.7 % 48.3 % General line 33.3 % 30.2 % 35.6 % 38.2 % 33.1 % Engineered wood products 21.8 % 18.2 % 17.8 % 20.1 % 18.6 % The following table sets forth segment sales, income, depreciation and amortization, and EBITDA (a non-GAAP measure) for the periods indicated: Year Ended December 31 2022 2021 2020 2019 2018 (millions) Segment sales $ 7,643.6 $ 7,174.3 $ 4,952.0 $ 4,137.7 $ 4,287.7 Segment income $ 627.1 $ 481.1 $ 247.5 $ 116.2 $ 112.5 Segment depreciation and amortization 27.0 24.0 22.5 20.8 18.3 Segment EBITDA (a) $ 654.1 $ 505.1 $ 270.0 $ 137.0 $ 130.8 _______________________________________ (a) Segment EBITDA is calculated as segment income before depreciation and amortization. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K for a description of our reasons for using EBITDA and for a discussion of the limitations of such a non-GAAP measure. Facilities Our BMD segment operates a nationwide network of 38 building materials distribution facilities throughout the U.S. and also operates a single component manufacturing plant. Our broad geographic presence reduces our exposure to market factors in any single region. During 2018 and 2019, we acquired wholesale building material distribution locations in Nashville, 12 Table of Contents Tennessee; Medford, Oregon; Cincinnati, Ohio; and Birmingham, Alabama. These locations complemented our existing distribution business and strengthened our nationwide presence, and we have been able to broaden our product and service offerings within each of these markets. Sales, Marketing, and Distribution We market our building materials primarily to dealers, home improvement centers, and specialty distributors that then sell the products to end customers, who are typically homebuilders, independent contractors, and homeowners engaged in residential construction and repair-and-remodeling projects. We also market our products to a wide variety of industrial accounts, which use our products to assemble cabinets, doors, agricultural bins, crating, and other products used in industrial and construction applications. We believe that our national presence and long-standing relationships with many of our key suppliers allow us to obtain favorable price and term arrangements and offer excellent customer service on leading brands in the building materials industry. We also believe our broad product line provides our customers with an efficient, one-stop resource for their building materials needs. We also have expertise in special-order sourcing and merchandising support, which is a key service for our home improvement center customers that choose not to stock certain items in inventory. We sell products through two primary distribution channels: warehouse sales and direct sales. Warehouse sales are delivered from our distribution centers to our customers and direct sales are shipped from the manufacturer to the customer without us taking physical possession of inventory. Each of our distribution centers implements its own distribution and logistics model using centralized information systems. We use internal and external trucking resources to deliver materials on a regularly scheduled basis. Our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital. We have a large, decentralized sales force to support our suppliers and customers. Our sales force and product managers have local product knowledge and decision-making authority, which we believe enables them to optimize stocking, pricing, and product assortment decisions. Our sales force has access to centralized information technology systems, an extensive vendor base, and corporate-level working capital support, which we believe complements our localized sales model. We regularly evaluate opportunities to introduce new products. Broadening our product offering helps us serve as a one-stop resource for building materials, which we believe improves our customers' purchasing and operating efficiencies. The introduction of new products is primarily driven by customer demand or product extensions originating from our vendors. We believe our long-standing customer and vendor relationships allow us to respond to customer feedback and introduce new products more rapidly. Broadening our product offering also helps us drive additional products through our distribution system, thereby increasing our scale and efficiency. Customers Our customer relationships range from locally owned single-location facilities to large national dealers and home improvement centers across the U.S., with Builders FirstSource and Home Depot being our largest customers. Substantially all sales to Builders FirstSource were recorded in our BMD segment, and sales to Home Depot were recorded in our BMD and Wood Products segments. For additional information related to customers of our Wood Products and BMD segments, see the "Sales, Marketing, and Distribution" sections above. Competition Wood Products. The wood products manufacturing markets in which we operate are large and highly competitive. In EWP, we compete against several major North American EWP producers, such as Weyerhaeuser Company, Pacific Woodtech Corporation, and Roseburg Forest Products, as well as several other smaller firms. Our EWP products also face competition because EWP may be substituted by dimension lumber and truss products in many building applications. In plywood, we compete with Georgia-Pacific, the largest manufacturer in North America, other large producers such as Roseburg Forest Products, foreign imports produced principally in South America, and several smaller domestic producers. Our plywood products also face competition from OSB producers, because OSB can be substituted for plywood in many building and industrial applications. We have leading market positions in the manufacture of EWP and plywood. In the wood products manufacturing markets, we compete primarily on the basis of price, quality, availability, and particularly with respect to EWP, customer service, product support, and performance features offered. Most of our competitors are located in the U.S. and Canada, although we also compete with manufacturers in other countries, particularly when the U.S. dollar and economy are stronger relative to other countries, encouraging foreign producers to sell more of their plywood into the U.S. 13 Table of Contents Building Materials Distribution. The building materials distribution markets in which we operate are highly fragmented, and we compete in each of our geographic and product markets with national, regional, and local distributors. Our wholesale distribution competitors include BlueLinx Holdings Inc., Specialty Building Products Inc., Weyerhaeuser Company, Dixie Plywood and Lumber, OrePac, Woodgrain Inc., and Capital Lumber, among others. We also compete with wholesale brokers, specialty distributors, and certain buying cooperatives. We compete on the basis of pricing and availability of product, service and delivery capabilities, ability to assist customers with problem solving, extension of credit terms, customer relationships, geographic coverage, and breadth of product offerings. We distribute products for some manufacturers that also engage in direct sales to our distribution customers. Proximity to customers is also an important factor in minimizing shipping costs and facilitating quick order turnaround and on-time delivery. We believe our ability to obtain quality materials, from both internal and external sources, the scale and efficiency of our national footprint, and our focus on customer service are our primary competitive advantages in this segment. Also, financial stability is important to suppliers and customers in choosing distributors and allows for more favorable terms on which we are able to obtain products from our suppliers and sell to our customers. We also present information pertaining to our segments, including product sales and customer concentration, in Note 16, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K. Human Capital Management Human capital management and our ability to attract, develop and retain talent that embraces our shared values of integrity, safety, respect, and pursuit of excellence have been and will continue to be critical to executing our previously described strategic objectives. At Boise Cascade, the health and safety of our 6,780 employees is core to how we do business. We collect and report common lagging indicators of safety performance, and our safety programs include tools, training, and resources that allow us to collect, analyze, and share leading indicators of safety-related hazards broadly across our organization. We believe that our focus on leading indicators helps to prevent future incidents and injuries. Living our values means driving the expectation that each of our employees has ownership in safety and the authority to stop work if there is a safety concern. Our safety commitment extends to minimizing the spread and reducing the severity of COVID-19. Our cross-functional crisis team continues to monitor and adjust our protocols as infection rates fluctuate and we continue to follow the Centers for Disease Control’s guidance and communicate regularly to our employees. Our Code of Ethics guides the actions and behaviors of anyone working for, representing, or partnering with Boise Cascade. The code establishes the expectations for ensuring we have an inclusive and harassment-free work environment. We have an open-door policy that encourages employees to speak up about any work-related issues, suggestions, or ideas. We also provide a confidential CARE Line, which offers an additional way to report behavior or activity that may be unsafe, unethical, or illegal. We are committed to providing comprehensive benefit programs. We offer benefits that will help our employees and their families live healthier and more secure lives. Our Total Rewards program provides competitive pay, comprehensive health benefits, 401(k) savings plans, well-being programs, community engagement opportunities, education aid, and career recognition and development. Selecting and developing talent is a vital aspect of our human capital strategy because our employees are at the heart of our Purpose and delivering on our promises to our stakeholders. We focus on developing talent from within our businesses and supplement with finding the right external hires to support our key strategic objectives of accelerating innovation, digital technology, and diversity, equity and inclusion. We strive for excellence in business continuity and personal growth by developing our employees as individuals through targeted leadership programs, experiences, and assignments. Individual development includes annual performance reviews with development plans, access to a variety of resources, and ongoing education opportunities. In October 2022 we successfully launched a new integrated Human Capital Management (HCM) system. The HCM system provides the capability to increase effectiveness and efficiency by improving automation of HR transactions and reporting, enhancing access for managers and HR, and adding capacity and scalability, including mobile access for employees, all within one platform. The initial launch updated our Core HR, Payroll, Benefits, Onboarding and Recruiting processes. Additional modules are planned for 2023, which includes a Learning Management System. 14 Table of Contents Environmental Boise Cascade recognizes the weight of scientific evidence indicates a changing climate associated with increasing carbon dioxide in the atmosphere, and uses the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) for guidance in tracking and communicating our position and performance relative to climate. To further enhance our ability to track and report on climate-related issues, we formed an Environmental, Social, and Governance (ESG) working group in 2022, made up of members from several departments across the company. The working group evaluated material sources of Scope 1 and 2 greenhouse gas (GHG) emissions and undertook a review and selection of technology tools that will allow us to begin tracking GHG emissions and energy metrics. A discussion of general and industry-specific environmental laws and regulations, climate change, and energy uses are presented under the caption "Environmental" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 3. Legal Proceedings" of this Form 10-K. Capital Investment Information concerning our capital expenditures is presented in "Investment Activities" under "Liquidity and Capital Resources" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K. Seasonal Influences We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These seasonal factors are common in the building products industry. For further information, see "Seasonal Influences" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K. Trademarks We maintain many trademarks for our manufactured wood products, particularly EWP. Our key registered trademarks include BOISE CASCADE® and the TREE-IN-A-CIRCLE® logo, which are perpetual in duration as long as we continue to timely file all post registration maintenance documents related thereto. We believe these key trademarks to be of significant importance to our business. Available Information Our filings under the Exchange Act, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and all amendments to these filings, are available free of charge on the investor relations portion of our website at www.bc.com. These reports are available as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC). The reference to our website address does not constitute incorporation by reference of the information contained on the website, and the information contained on the website is not part of this document. 15 Table of Contents Information About Our Executive Officers and Key Management Below is a list of names, ages, and a brief description of the business experience of our executive officers and key members of management, each as of February 10, 2023. Name Age Position Executive Officers: Nate Jorgensen 58 Chief Executive Officer Kelly Hibbs 56 Senior Vice President, Chief Financial Officer, and Treasurer Mike Brown 61 Executive Vice President, Wood Products Jeff Strom 55 Executive Vice President, Building Materials Distribution Jill Twedt 43 Senior Vice President, General Counsel and Secretary Key Management: Tom Hoffmann 64 Senior Vice President of Purchasing, Building Materials Distribution Robert Johnson 58 Senior Vice President, Engineered Wood Products Sales and Marketing, Wood Products Erin Nuxoll 62 Senior Vice President, Human Resources Chris Seymour 51 Senior Vice President, Manufacturing Operations, Wood Products Rich Viola 65 Senior Vice President of Sales and Marketing, Building Materials Distribution (retiring March 1, 2023) Joanna Barney 49 Vice President, Western Operations, Building Materials Distribution Troy Little 55 Vice President, Finance and Commodity Sales, Wood Products Jim Wickham 57 Vice President, Eastern Operations, Building Materials Distribution Nate Jorgensen, Chief Executive Officer Mr. Jorgensen was elected the company's chief executive officer in March 2020. His previous positions include: • Chief Operating Officer, January 2019 - March 2020 • Senior Vice President of Engineered Wood Products, Wood Products, November 2017 - January 2019 • Vice President of Engineered Wood Products, Wood Products, February 2016 - November 2017 • Engineered Wood Products Marketing Manager, Wood Products, Boise Cascade Company, June 2015 - February 2016 • Prior employment with Weyerhaeuser Company, a New York Stock Exchange-listed timberlands and wood products company, as Vice President of Weyerhaeuser Distribution, February 2011 - June 2015 Mr. Jorgensen received a bachelor's degree in Civil and Environmental Engineering from the University of Wisconsin and also attended the Tuck School of Business Executive Education Program, Dartmouth College, Hanover, NH. Kelly Hibbs, Senior Vice President, Chief Financial Officer, and Treasurer Mr. Hibbs was elected the company's senior vice president, chief financial officer, and treasurer in May 2021. His previous positions with the company include: • Vice President and Controller, February 2011 - May 2021 • Director of Strategic Planning and Internal Audit, February 2008 - February 2011 Mr. Hibbs received a bachelor's degree in Accounting from Boise State University, Boise, ID. He is a certified public accountant. Mike Brown, Executive Vice President, Wood Products Mr. Brown was elected the company's executive vice president, Wood Products, in January 2019. His previous positions with the company include: • Senior Vice President of Operations, Wood Products, November 2017 - January 2019 16 Table of Contents • Vice President of Operations, Wood Products, February 2016 - November 2017 • Manufacturing Operations Manager, Wood Products, November 2014 - February 2016 Mr. Brown received a bachelor's degree of science in Forestry from Australian National University in Canberra and a master's degree in Business Administration from Cranfield University, England. Jeff Strom, Executive Vice President, Building Materials Distribution Mr. Strom was elected the company's executive vice president, Building Materials Distribution, in March 2021. His previous positions with the company include: • Vice President, General Manager Eastern Operations, Building Materials Distribution, January 2020 - March 2021 • General Manager, Eastern Region, Building Materials Distribution, May 2019 - January 2020 • Region Manager, Building Materials Distribution, November 2015 - May 2019 • Branch Manager, Building Materials Distribution, September 2008 - November 2015 Mr. Strom received a bachelor’s degree in Management from the Georgia Institute of Technology, Atlanta, GA. Jill Twedt, Senior Vice President, General Counsel, and Secretary Ms. Twedt was elected the company's senior vice president, general counsel, and secretary in October 2020. Her previous positions include: • Vice President, General Counsel, and Secretary, January 2019 - October 2020 • Vice President, Legal and Secretary, August 2017 - January 2019 • Associate General Counsel, July 2007 - August 2017 Ms. Twedt received a bachelor's degree in Political Science from the College of Idaho, Caldwell, ID and a law degree from the University of Idaho, Moscow, ID. Tom Hoffmann, Senior Vice President of Purchasing, Buildings Materials Distribution Mr. Hoffmann was elected the company's senior vice president of purchasing, Building Materials Distribution, in July 2021. His previous positions with the company include: • Vice President of Purchasing, Building Materials Distribution, May 2019 - July 2021 • Vice President of Operations, Building Materials Distribution, October 2016 - May 2019 • Division Operations Manager, Building Materials Distribution, September 2015 - October 2016 • Pacific Region Manager, Building Materials Distribution, November 2006 - September 2015 Mr. Hoffmann received a bachelor's degree in Business from the University of Idaho, Moscow, ID, with a dual major in marketing and management. Robert Johnson, Senior Vice President, Engineered Wood Products Sales & Marketing, Wood Products Mr. Johnson was elected the company's senior vice president of engineered wood products sales and marketing, Wood Products, in February 2022. His previous positions with the company include: • Vice President of Engineered Wood Products Sales and Marketing, Wood Products, January 2020 - February 2022 • Director of Engineered Wood Products, March 2019 - January 2020 • Business Optimization Manager, Wood Products, May 2017 - March 2019 • Region Manager, Wood Products, February 2016 - May 2017 • Business Optimization Manager, Wood Products, March 2015 - February 2016 • Business Optimization Engineer, Wood Products, October 2014 - March 2015 Mr. Johnson received a bachelor’s degree in Finance from the University of Oregon, Eugene, OR. 17 Table of Contents Erin Nuxoll, Senior Vice President, Human Resources Ms. Nuxoll was elected the company's senior vice president, human resources in January 2019. Her previous positions include: • Vice President, Human Resources, Boise Cascade Company, August 2016 - January 2019 • Senior Vice President, Human Resources, J.R. Simplot Company, a privately held food and agribusiness company, February 2010 - March 2016 • Vice President, Human Resources, J.R. Simplot Company, March 2006 - February 2010 • Vice President, Human Resources, Boise Cascade, L.L.C., November 2004 - November 2005 Ms. Nuxoll received a bachelor's degree in Forest Management from Washington State University, Pullman, WA and a master's degree in Organizational Leadership from Gonzaga University, Spokane, WA. Chris Seymour, Senior Vice President, Manufacturing Operations, Wood Products Mr. Seymour was elected the company's senior vice president of manufacturing operations, Wood Products, in February 2022. His previous positions with the company include: • Vice President of Manufacturing Operations, Wood Products, January 2020 - February 2022 • Director of Operations, Wood Products, February 2019 - January 2020 • Operations Manager, Wood Products, November 2017 - February 2019 • Area Manager, Wood Products, February 2015 - November 2017 Mr. Seymour received a bachelor’s degree in Business Administration and a master’s degree in Wood Science from West Virginia University, Morgantown, WV. Rich Viola, Senior Vice President of Sales and Marketing, Building Materials Distribution Mr. Viola, our senior vice president of sales and marketing, Building Materials Distribution, has elected to retire from the company effective March 1, 2023. He was elected to the position in February 2016. His previous positions with the company include: • Vice President, Sales and Marketing, Building Materials Distribution, October 2013 - February 2016 Mr. Viola received a bachelor's degree in Marketing from Northeastern University, Boston, MA. Joanna Barney, Vice President, Western Operations, Building Materials Distribution Ms. Barney was elected the company’s vice president of western operations, Building Materials Distribution, in May 2022. Her previous positions with the company include: • General Manager, Western Operations, Building Materials Distribution, September 2021 – May 2022 • Branch Manager, Building Materials Distribution, September 2015 – September 2021 Ms. Barney received a bachelor’s degree in Business Finance from the University of Utah, Salt Lake City, UT. Troy Little, Vice President, Finance and Commodity Sales, Wood Products Mr. Little was elected the company’s vice president, finance and commodity sales, Wood Products, in May 2022. His previous positions with the company include: • Director of Finance & Commodity Sales, Wood Products, May 2020 – May 2022 • Financial Manager, Wood Products, May 2018 - May 2020 • Division Controller, Wood Products, October 2016 – May 2018 Mr. Little received a bachelor’s degree in Business Administration from the College of Idaho, Caldwell, ID. 18 Table of Contents Jim Wickham, Vice President, Eastern Operations, Building Materials Distribution Mr. Wickham was elected the company's vice president of eastern operations, Building Materials Distribution, in February 2022. His previous positions with the company include: • General Manager, Eastern Operations, Building Materials Distribution, February 2021 - February 2022 • Northeastern Region Manager, Building Materials Distribution, May 2016 - February 2021 • Branch Manager, Building Materials Distribution, March 2008 - May 2016 Mr. Wickham received a bachelor’s degree in Business from Missouri State University, Springfield, MO.