What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-20 compared with 2023-02-21 · 133 added, 159 removed, 971 unchanged (23% of the section changed)

11 unchanged sentences

General and administrative expenses 114,434 103,750 83,228

Loss on curtailment of facility — — 1,707

Other (income) expense, net ( 1,856 ) ( 1,676 ) ( 765 )

6 unchanged sentences

Change in fair value of interest rate swaps ( 1,791 ) 3,559 1,745

Loss on extinguishment of debt — — ( 13,968 )

20,663 ( 11,468 ) ( 22,952 )

17 unchanged sentences

Defined benefit pension plans

Actuarial gain, net of tax of $ 122 , $ 15 , and $ 1,728 , respectively

Amortization of actuarial (gain) loss, net of tax of $ 21 , $( 4 ), and $ 204 , respectively

Actuarial gain (loss), net of tax of $( 7 ), $ 122 , and $ 15 , respectively

( 22 ) 367 46

Amortization of actuarial (gain) loss, net of tax of $ 8 , $ 21 , and $( 4 ), respectively

Effects of settlements, net of tax of $ — , $ 32 , and $ — , respectively

Stranded tax effects of pension plan termination — — 38,794

Other comprehensive income, net of tax 3 527 31

46 unchanged sentences

300,000 shares authorized, 44,983 and 44,827 shares issued, respectively

Treasury stock, 5,367 shares at cost

Treasury stock, 5,443 and 5,367 shares at cost, respectively

( 145,335 ) ( 138,909 )

17 unchanged sentences

Change in fair value of interest rate swaps 1,791 ( 3,559 ) ( 1,745 )

Loss on curtailment of facility (excluding severance) — — 1,476

Other ( 1,898 ) ( 1,043 ) 712

Loss on extinguishment of debt — — 13,968

Decrease (increase) in working capital, net of acquisitions

9 unchanged sentences

Expenditures for property and equipment ( 215,438 ) ( 114,117 ) ( 106,518 )

Acquisitions of businesses and facilities ( 515,237 ) — —

Acquisitions of businesses and facilities, net of cash acquired ( 162,774 ) ( 515,237 ) —

Proceeds from sales of assets and other 2,660 3,898 932

5 unchanged sentences

Tax withholding payments on stock-based awards ( 5,926 ) ( 3,930 ) ( 2,729 )

Treasury stock purchased ( 6,426 ) — —

Payments of deferred financing costs — ( 1,174 ) —

1 unchanged sentence

Net cash used for financing ( 360,676 ) ( 166,326 ) ( 217,873 )

Net increase in cash and cash equivalents 249,437 343,525 120,145

Net increase (decrease) in cash and cash equivalents ( 48,770 ) 249,437 343,525

Balance at beginning of the period 998,344 748,907 405,382

29 unchanged sentences

Common stock issued 156 2 2

Treasury stock purchased 76 ( 6,426 ) ( 6,426 )

Stock-based compensation 15,410 15,410

2 unchanged sentences

Tax withholding payments on stock-based awards ( 5,926 ) ( 5,926 )

Proceeds from exercise of stock options 27 27

Other ( 2 ) ( 2 )

45 unchanged sentences

We make ongoing estimates relating to the collectability of our accounts receivable and maintain a reserve for estimated losses resulting from the inability of our customers to meet their financial obligations to us.

At December 31, 2022 and 2021, we had $ 3.3 million and $ 2.1 million, respectively, recorded as allowances for doubtful accounts.

At December 31, 2023 and 2022, we had $ 3.3 million recorded in each period as allowances for doubtful accounts.

In determining the amount of the reserve and in order to manage credit risk, we consider our historical level of credit losses, customer concentrations, and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations.

16 unchanged sentences

Financial Instruments

Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and interest rate swaps.

Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and an interest rate swap.

Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds.

69 unchanged sentences

We expense all repair and maintenance costs as incurred.

When property and equipment are retired, sold, or otherwise disposed of, the asset's carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in income (loss).

We use the straight-line method of depreciation.

11 unchanged sentences

$ 932,633 $ 770,023

As of December 31, 2022, property and equipment includes two plywood facilities acquired by us on July 25, 2022.

For more information, see Note 7, Acquisition.

As of December 31, 2023, property and equipment includes two door and millwork facilities acquired by us on October 2, 2023.

For more information, see Note 6, Acquisitions.

Long-Lived Asset Impairment

38 unchanged sentences

As of December 31, 2023, we had ten collective bargaining agreements.

One agreement covering approximately 90 employees at our Canadian EWP facility expired on December 31, 2022, but the terms and conditions of this agreement remain in effect pending negotiation of a new agreement.

We may not be able to renew this agreement or may renew it on terms that are less favorable to us than the current agreement.

Five agreements covering approximately 460 employees at our Elgin plywood plant, Kettle Falls plywood plant, and Woodinville BMD facility are set to expire on May 31, 2024, but the terms and conditions of these agreements will remain in effect after expiration pending negotiation of new agreements.

One agreement covering approximately 40 employees at our Vancouver BMD facility is set to expire on December 31, 2024, but the terms and conditions of this agreement will remain in effect after expiration pending negotiation of a new agreement.

We may not be able to renew these agreements or may renew them on terms that are less favorable to us than the current agreements.

If any of these agreements are not renewed or extended upon their termination, we could experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise.

8 unchanged sentences

New and Recently Adopted Accounting Standards

In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer.

This ASU requires an acquirer to account for revenue contracts in accordance with Topic 606 as if it had originated the contracts.

To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts.

The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2022.

We adopted this standard in first quarter 2023, and it did not have a material effect on our financial statements.

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis.

Early adoption is permitted.

We are currently evaluating the impact of this ASU on our consolidated financial statements and associated disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024 on a prospective basis.

Early adoption is permitted.

We are currently evaluating the impact of this ASU on our consolidated financial statements and associated disclosures.

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.

6 unchanged sentences

For EWP, plywood and veneer, byproducts, and other products, we transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer.

Control transfers when product is shipped because the customer has legal title, a present obligation to pay, and risk and rewards of ownership.

Control transfers when product is shipped because the customer

has legal title, a present obligation to pay, and risk and rewards of ownership.

The amount of consideration we receive and revenue we recognize varies with changes in rebates and cash discounts we offer to our customers.

3 unchanged sentences

We distribute a broad line of building materials, including OSB, plywood, and lumber (collectively referred to as commodities);

general line items such as siding, composite decking, doors, metal products, insulation, and roofing;

general line items such as siding, composite decking, doors and millwork, metal products, roofing, and insulation;

Except for EWP, we purchase most of these building materials from third-party suppliers and market them primarily to dealers, home improvement centers, and specialty distributors that then sell the products to the end customers, who are typically homebuilders, independent contractors, and homeowners engaged in residential construction projects.

61 unchanged sentences

State taxes 22,249 45,037 35,705

Stranded tax effects of Plan Termination (a) — — 38,794

Unrecognized tax benefits ( 154 ) 6 2

7 unchanged sentences

Effective income tax rate 25.0 % 25.2 % 24.9 %

______________________________________

(a) In December 2020, we eliminated our qualified defined benefit pension plan (Plan Termination), as discussed in Note 11, Retirement and Benefit Plans.

Prior to the Plan Termination, "Accumulated other comprehensive loss" on our Consolidated Balance Sheet included the stranded tax effects of our conversion from a limited liability company to a corporation in 2013 and the adoption of the Tax Cuts and Jobs Act in 2017.

Upon Plan Termination, these stranded tax effects of $ 38.8 million were required to be released into income tax expense under GAAP.

During the years ended December 31, 2023, 2022, and 2021, cash paid for taxes, net of refunds received, was $ 133.0 million, $ 260.0 million, and $ 260.1 million, respectively.

18 unchanged sentences

We have state income tax credits totaling $ 1.0 million as of December 31, 2023, which if unused, will expire in years 2031 through 2033.

The foreign net operating loss and state credit carryforwards in the income tax returns filed included unrecognized tax benefits.

The foreign net operating loss and state credit carryforwards in the income tax

returns filed included unrecognized tax benefits.

The deferred tax assets recognized for those net operating losses and state credit carryforwards are presented net of these unrecognized tax benefits.

12 unchanged sentences

For the years ended December 31, 2023, 2022, and 2021, we recognized an insignificant amount of interest and penalties related to taxes.

We recognize tax liabilities and adjust these liabilities when our judgment changes as a

result of the evaluation of new information not previously available or as new uncertainties occur.

We recognize tax liabilities and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available or as new uncertainties occur.

We do not expect the unrecognized tax benefits to change significantly over the next twelve months.

21 unchanged sentences

Net income per common share - Diluted $ 12.12 $ 21.56 $ 17.97

The computation of the dilutive effect of other potential common shares excludes stock awards representing 0.1 million shares of common stock in the year ended December 31, 2022, and no shares of common stock in both the years ended December 31, 2021 and 2020.

The computation of the dilutive effect of other potential common shares excludes stock awards representing an insignificant number of shares of common stock in the year ended December 31, 2023, 0.1 million shares of common stock in the year ended December 31, 2022, and no shares of common stock in the year ended December 31, 2021.

Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

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.

We account for acquisition transactions in accordance with ASC 805, Business Combinations .

3 unchanged sentences

During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill.

On July 25, 2022, our wholly-owned subsidiary, Boise Cascade Wood Products, L.L.C., completed the acquisition of 100 % of the equity interest in Coastal Plywood Company (Coastal Plywood), and its plywood manufacturing operations located in Havana, Florida, and Chapman, Alabama for a purchase price of $ 515.2 million, including a post-closing adjustment of $ 1.6 million based upon a working capital target (the Acquisition).

We funded the Acquisition and related costs with cash on hand.

Brockway-Smith Company (BROSCO) Acquisition

On October 2, 2023, our wholly-owned subsidiary, Boise Cascade Building Materials Distribution, L.L.C.

(BMD) completed the previously announced acquisition of BROSCO, a wholesale distributor specializing in doors and millwork, pursuant to the Agreement and Plan of Merger, dated August 22, 2023 (Merger Agreement), by and among BMD, Firepit Merger Sub, Inc., a wholly-owned subsidiary of BMD (the Merger Sub), BROSCO and the representative of the BROSCO stockholders.

On the terms and subject to the conditions set forth in the Merger Agreement, on October 2, 2023, Merger Sub merged with and into BROSCO, with BROSCO surviving the merger as a wholly-owned subsidiary of BMD (the BROSCO Acquisition).

The purchase price of the BROSCO Acquisition was $ 162.8 million, net of cash acquired, and inclusive of estimated working capital at closing of approximately $ 51 million, which is subject to post-closing adjustments.

We funded the BROSCO Acquisition and related costs with cash on hand.

Acquisition-related costs of $ 5.1 million are recorded in "General and administrative expenses" in our Consolidated Statements of Operations for the year ended December 31, 2023.

The facilities acquired in the Acquisition will provide incremental stress-rated veneer needed to optimize and expand our southeastern U.S.

EWP production capacity.

In addition, the Havana plywood operation will improve our mix of specialty plywood products and is well positioned geographically to support plywood demand in the southeastern U.S.

Sales, including sales to our BMD segment, of $ 82.1 million from these facilities was reported as part of the Wood Products segment for the year ended December 31, 2022.

In addition, the Wood Products segment reported operating income of $ 0.4 million from these facilities for the year ended December 31, 2022, which included $ 9.4 million of expense related to the sell-through of inventory recorded at fair market value in connection with the Acquisition.

The facilities acquired in the BROSCO Acquisition expanded our door and millwork business into the Northeast U.S.

markets and enhance BMD's general line product mix.

Sales and operating income of $ 43.3 million and $ 2.3 million, respectively, were reported for these facilities as part of the BMD segment for the year ended December 31, 2023.

Goodwill represents the excess of the purchase price and related costs over the fair value of the net tangible and intangible assets of businesses acquired.

The primary qualitative factor that contributed to the recognition of goodwill relates to the incremental stress-rated veneer and assembled workforce the facilities provide to allow us to expand our EWP capacity and improve our mix of plywood offerings to serve future and existing customers.

The facilities are geographically located in an area that allows us to optimize our mill system and realize freight and other cost synergies.

All of the goodwill was assigned to the Wood Products reporting unit and is deductible for U.S.

The primary qualitative factor that contributed to the recognition of goodwill relates to expected future market synergies and opportunities in distribution of doors and millwork products, as well as the assembled workforce.

All of the goodwill was assigned to the BMD reporting unit, and approximately $ 20.1 million of the $ 32.3 million of goodwill will not be tax deductible.

The remaining goodwill balance is deductible for U.S.

income tax purposes.

The Acquisition purchase price allocations are preliminary and subject to post-closing adjustments.

The BROSCO Acquisition purchase price allocations are preliminary and subject to post-closing adjustments.

Our estimates and assumptions are subject to change as more information becomes available.

The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of fixed assets, identifiable intangible assets, and residual goodwill.

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

The primary areas of the purchase price allocation that are not yet finalized relate to working capital adjustments, income taxes and other tax-related adjustments, accrued liabilities, and residual goodwill.

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

Acquisition Date Fair Value

Cash and cash equivalents $ 4,009

Accounts receivable 18,249

Inventories 37,104

Other current assets 1,503

Property and equipment 57,331

5 unchanged sentences

Assets acquired 198,025

Accounts payable 2,688

Accrued liabilities 7,955

Deferred tax liabilities 20,121

Other long-term liabilities 478

Liabilities assumed 31,242

Net assets acquired $ 166,783

Consideration paid, net of cash acquired $ 162,774

Pro Forma Financial Information

The following pro forma financial information presents the combined results of operations as if the BROSCO facilities had been combined with us on January 1, 2022.

The pro forma results are intended for information purposes only and do not purport to represent what the combined companies' results of operations would actually have been had the related transaction in fact occurred on January 1, 2022.

They also do not reflect any cost savings, operating synergies, or revenue enhancements that we may achieve or the costs necessary to achieve these cost savings, operating synergies, revenue enhancements, or integration efforts.

Year Ended December 31

(unaudited, thousands)

Sales $ 6,985,464 $ 8,582,674

Net income (a) $ 498,065 $ 864,708

___________________________________

(a) The pro forma financial information for the year ended December 31, 2023 was adjusted to exclude $ 5.1 million of pre-tax acquisition-related costs for legal, accounting, and other advisory-related services.

Coastal Plywood Acquisition

On July 25, 2022, our wholly-owned subsidiary, Boise Cascade Wood Products, L.L.C., completed the acquisition of 100 % of the equity interest in Coastal Plywood and its plywood manufacturing operations located in Havana, Florida, and Chapman, Alabama for a purchase price of $ 515.2 million, including a post-closing adjustment of $ 1.6 million based upon a working capital target (the Coastal Plywood Acquisition).

We funded the Coastal Plywood Acquisition and related costs with cash on hand.

Acquisition-related costs of $ 1.3 million are recorded in "General and administrative expenses" in our Consolidated Statements of Operations for the year ended December 31, 2022.

We finalized the purchase price accounting as of March 31, 2023.

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

Acquisition Date Fair Value

Accounts receivable $ 16,123

Inventories 22,977

Property and equipment 251,329

Other assets 1,809

Intangible assets:

Trade name 700

Customer relationships 153,600

Goodwill 77,576

Assets acquired 524,114

Accounts payable and accrued liabilities 6,299

19 unchanged sentences

___________________________________

(a) Represents the acquisition of two Coastal Plywood facilities.

For additional information, see Note 7, Acquisition .

(a) Represents the acquisition of BROSCO.

For additional information, see Note 6, Acquisitions.

At December 31, 2023 and 2022, intangible assets represented the values assigned to trade names and trademarks and customer relationships.

2 unchanged sentences

These trade names and trademarks have indefinite lives, are not amortized, and have a carrying amount of $ 8.9 million.

In addition, in 2022, we acquired a trade name and customer relationships as discussed in Note 7, Acquisition.

This acquired trade name has a useful life of one year .

In addition, in 2023 and 2022, we acquired trade names and customer relationships as discussed in Note 6, Acquisitions.

The trade name acquired in the BROSCO Acquisition has a useful life of 15 years and the trade name acquired in the Coastal Plywood Acquisition had a useful life of one year .

The weighted-average useful life for customer relationships from the date of purchase is approximately 11 years.

During the years ended December 31, 2023 and 2022, we recognized $ 17.7 million and $ 8.2 million, respectively, of amortization expense for intangible assets.

Amortization expense is expected to be approximately $ 16.3 million per year for the next five years.

Amortization expense for trade names and customer relationships is expected to be approximately $ 19 million per year for the next five years.

Intangible assets consisted of the following:

18 unchanged sentences

4.875 % senior notes due 2030

400,000 400,000

Deferred financing costs ( 4,720 ) ( 5,608 )

4 unchanged sentences

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, (the Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders.

On September 9, 2022, we entered into the Eighth Amendment to the Amended Agreement (the Amendment) to increase the maximum amount available for revolving loans from $ 350 million to $ 400 million (the Revolving Credit Facility) and to extend the maturity date of the Amended Agreement to the earlier of (a) September 9, 2027 and (b) 90 days prior to the maturity of our $ 400 million of 4.875 % senior notes due July 1, 2030 (or the maturity date of any permitted refinancing indebtedness or permitted upsized refinancing indebtedness in respect thereof).

The term loan within the Amended Agreement remains at $ 50.0 million (ABL Term Loan).

The Amendment also replaced the LIBOR rate with SOFR.

In addition, the Amendment reduced the unused commitment fee and modified certain financial covenants.

The Amended Agreement includes a $ 400 million senior secured asset-based revolving credit facility (Revolving Credit Facility) and a $ 50.0 million term loan (ABL Term Loan) maturing on the earlier of (a) September 9, 2027 and (b) 90 days prior to the maturity of our $ 400 million of 4.875 % senior notes due July 1, 2030 (or the maturity date of any permitted refinancing indebtedness or permitted upsized refinancing indebtedness in respect thereof).

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).

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.

40 unchanged sentences

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 of Note 15, Financial Instrument Risk.

Interest Rate Swap

For information on our interest rate swap, see Interest Rate Risk of Note 14, Financial Instrument Risk.

Cash Paid for Interest

45 unchanged sentences

Our retirement plans consist of noncontributory defined benefit pension plans, contributory defined contribution savings plans, and deferred compensation plans.

Prior to 2021, our retirement plans also included a multiemployer health and welfare plan.

Defined Benefit Plans

Some of our current or former employees are covered by noncontributory defined benefit pension plans.

This includes nonqualified salaried pension plans, which were frozen so that no future benefits have accrued since December 31, 2009.

We also had a qualified defined benefit pension plan (Pension Plan) that was eliminated in December 2020 (Plan Termination).

Nonqualified Salaried Pension Plans

These plans are nonqualified salaried pension plans, which were frozen so that no future benefits have accrued since December 31, 2009.

We recognize and record the underfunded status of our defined benefit pension plans in "Accrued liabilities, Compensation and benefits" and "Other, Compensation and benefits" on our Consolidated Balance Sheets.

1 unchanged sentence

In addition, we recognize changes in funded status in the year the changes occur through other comprehensive income (loss).

For the years ended December 31, 2022 and 2021, we recognized $ 0.7 million and $ 1.4 million, respectively, in accumulated other comprehensive loss related to our nonqualified defined benefit pension plans.

For both the years ended December 31, 2023 and 2022, amounts recognized in accumulated other comprehensive loss related to our nonqualified defined benefit pension plans were immaterial.

Furthermore, the components of net periodic benefit cost and other amounts recognized in other comprehensive income related to our nonqualified defined pension plans for the years ended December 31, 2023 and 2022 were immaterial.

Qualified Defined Benefit Pension Plan

In conjunction with the Plan Termination, 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 addition, we froze accrual of all remaining benefits of hourly employees on our Pension Plan effective August 31, 2020.

In anticipation of the Plan Termination, the Buy-In funded lump-sum payments were made to eligible plan participants at their election, on or about December 2, 2020, after which, neither the Pension Plan nor Prudential had any further obligations to those participants.

After completion of the lump-sum program, we exercised our option to convert the Buy-In to a buy-out group annuity contract (Buy-Out) for no additional premium.

When the Buy-Out became effective on December 31, 2020, we irrevocably transferred to Prudential the future benefit obligations and annuity administration for all remaining plan participants (or their beneficiaries) in the Pension Plan.

These transactions fully eliminated the liabilities of our Pension Plan.

For the year ended December 31, 2020, we recognized $ 8.1 million in net periodic benefit cost, which was primarily due to a $ 6.2 million non-cash settlement charge resulting from the Plan Termination described above.

In addition, for the year ended December 31, 2020, we recognized $ 13.9 million in other comprehensive income, primarily related to a net actuarial gain and the effect of the settlement described above.

For the years ended December 31, 2022 and 2021, we paid $ 1.1 million and $ 0.5 million, respectively, in cash to the nonqualified pension plan participants.

For the year ended December 31, 2020, we made cash contributions to both our qualified and nonqualified pension plans totaling $ 12.8 million.

During 2020, cash contributions included $ 11.4 million for the repurchase of two of the real property locations we previously had contributed to our Pension Plan and $ 0.6 million of lease payments.

Since Plan Termination, we have had no federally required contributions to the Pension Plan.

All nonqualified pension benefit payments are paid by the Company, and all future cash payments are immaterial.

Defined Contribution Plans

We sponsor contributory defined contribution savings plans for most of our salaried and hourly employees, and we generally provide company contributions to the savings plans.

Since March 1, 2010, we have contributed 4 % of each salaried participant's eligible compensation to the plan as a nondiscretionary company contribution.

In addition, beginning in 2012, for the years that a performance target is met, we contribute an additional amount of the employee's eligible compensation, depending on company performance and the employee's years of service.

We contribute 4 % of each salaried participant's eligible compensation to the plan as a nondiscretionary company contribution.

In addition, for the years that a performance target is met, we contribute an additional amount of the employee's eligible compensation, depending on company performance and the employee's years of service.

During the years ended December 31, 2023, 2022, and 2021, company performance resulted in additional contributions in the range of 2 % to 4 % of eligible compensation.

2 unchanged sentences

Defined Contributory Trust

We have participated in a multiemployer defined contributory trust plan for certain union hourly employees since 2013.

We participate in a multiemployer defined contributory trust plan for certain union hourly employees.

As of December 31, 2023, 2022, and 2021 approximately 730 , 740 , and 760 , respectively, of our employees participated in this plan.

Effective in 2020, through collective bargaining negotiations, some of our employees no longer participate in this plan.

For certain of these employees, per the terms of the representative collective bargaining agreements, we were required to contribute 4.5 % of the employee's earnings during 2022, 2021, and 2020.

For certain other of these employees, we were required to contribute $ 0.90 per hour per active employee during 2020.

Per the terms of the representative collective bargaining agreements, we were required to contribute 4.5 % of the employee's earnings during 2023, 2022, and 2021.

Company contributions to the multiemployer defined contributory trust plan were $ 1.8 million, $ 2.0 million, and $ 1.9 million, respectively, for each of the years ended December 31, 2023, 2022, and 2021.

11 unchanged sentences

At December 31, 2023 and 2022, we had liabilities related to the plans of $ 2.2 million and $ 1.7 million, respectively, recorded in "Accrued liabilities, Compensation and benefits" and $ 30.5 million and $ 25.7 million, respectively, recorded in "Other, Compensation and benefits" on our Consolidated Balance Sheets.

Multiemployer Health and Welfare Plan

We have participated in a multiemployer health and welfare plan that covered medical, dental, and life insurance benefits for certain active employees as well as benefits for retired employees.

Effective November 30, 2020, through collective bargaining negotiations, our employees no longer participate in this plan.

Per the terms of the representative collective bargaining agreements, we were required to contribute $ 6.70 per hour per active employee from June 1, 2019, to May 31, 2020.

From June 1, 2020, to November 30, 2020, we were required to contribute $ 7.00 per hour per active employee.

During the year ended December 31, 2020, company contributions to the multiemployer health and welfare plan were $ 5.8 million.

After required contributions, we have no further obligation to the plan.

The trustees of the plan determine the allocation of benefits between active and retired employees.

Long-Term Incentive Compensation Plans

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We define NOPAT as net income plus after-tax financing expense.

Invested capital is defined as total assets plus capitalized lease expense, less current liabilities, excluding short-term debt.

Invested capital is defined as total assets plus capitalized lease expense, less cash, cash equivalents, and current liabilities, excluding short-term debt.

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 2023 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, as approved by executive management, determined in accordance with the related grant agreement.

1 unchanged sentence

In 2022 and 2021, we granted 66,180 and 73,265 PSUs, at a weighted average grant date fair value of $ 79.81 and $ 52.45 , respectively, to our officers and other employees, subject to performance and service conditions.

During the 2021 and 2020 performance periods, officers and other employees both earned 200 % of the target based on Boise Cascade’s 2021 and 2020 ROIC and EBITDA results, as applicable, determined by our compensation committee and executive management, as applicable, in accordance with the related grant agreements.

During the 2022 performance period, officers and other employees earned 152 % and 200 %, respectively, of the target based on Boise Cascade's 2022 ROIC and EBITDA results, as applicable, determined by our compensation committee and executive management, as applicable, in accordance with the related grant agreements.

During the 2021 performance period, officers and other employees both earned 200 % of the target based on Boise Cascade’s 2021 ROIC and EBITDA results, as applicable, determined by our compensation committee and executive management, as applicable, in accordance with the related grant agreements.

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.

25 unchanged sentences

Total $ 15,410 $ 11,870 $ 7,911

For the year ended December 31, 2022, the related tax benefit was $ 3.0 million.

For both of the years ended December 31, 2021 and 2020, the related tax benefit was $ 2.0 million.

As of December 31, 2022, total unrecognized

compensation expense related to nonvested share-based compensation arrangements was $ 13.8 million.

For the years ended December 31, 2023, 2022, and 2021, the related tax benefit was $ 3.9 million, $ 3.0 million, and $ 2.0 million, respectively.

As of December 31, 2023, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 18.4 million.

This expense is expected to be recognized over a weighted-average period of 1.8 years.

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Second Quarter (c) 2.62 103,352

Third Quarter (c) 0.10 82,596

Third Quarter 0.12 4,734

Fourth Quarter (c) 1.15 45,539

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First Quarter (a) $ 0.10 $ 4,440

Second Quarter 0.10 3,917

Second Quarter (d) 2.10 3,933

Third Quarter (d) 0.10 82,596

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During fourth quarter 2023, our board of directors declared and paid a special dividend of $ 5.00 per share on our common stock.

(c) During second quarter 2021, our board of directors declared a special dividend of $ 2.00 per share on our common stock, which was paid in the third quarter 2021.

(c) During second quarter 2022, our board of directors declared and paid a special dividend of $ 2.50 per share on our common stock.

During fourth quarter 2022, our board of directors declared and paid a special dividend of $ 1.00 per share on our common stock.

(d) During third quarter 2020, our board of directors declared a special dividend of $ 1.60 per share on our common stock, which was paid in fourth quarter 2020.

(d) During second quarter 2021, our board of directors declared a special dividend of $ 2.00 per share on our common stock, which was paid in the third quarter 2021.

During fourth quarter 2021, our board of directors declared and paid a special dividend of $ 3.00 per share on our common stock.

On February 6, 2024, our board of directors declared a dividend of $ 0.20 per share of our common stock, payable on March 15, 2024, to stockholders of record on February 23, 2024.

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We are not obligated to purchase any shares and there is no set date that the Program will expire.

Our board may increase or decrease the number of shares under the Program or terminate the Program in its discretion at any time.

During 2022, 2021 and 2020, we did not purchase any shares under the Program.

Our board of directors may increase or decrease the number of shares under the Program or terminate the Program in its discretion at any time.

During the year ended December 31, 2023, we repurchased 75,678 shares under the Program at a cost of $ 6.4 million, or an average of $ 84.91 per share.

The shares were repurchased with cash on hand and are recorded as "Treasury stock" on our Consolidated Balance Sheets.

As of December 31, 2023, there were 1,921,311 shares of common stock that may yet be purchased under the Program.

Accumulated Other Comprehensive Loss

The following table details the changes in accumulated other comprehensive loss for the years ended December 31, 2022, 2021, and 2020:

Changes in Accumulated Other Comprehensive Loss

Year Ended December 31

2022 2021 2020

Beginning Balance, net of taxes

$ ( 1,047 ) $ ( 1,078 ) $ ( 50,248 )

Net actuarial gain, before taxes 489 61 6,832

Amortization of actuarial (gain) loss, before taxes (a)

83 ( 19 ) 807

Effect of settlements, before taxes (a)

Income taxes (b) ( 175 ) ( 11 ) 35,281

Ending Balance, net of taxes

$ ( 520 ) $ ( 1,047 ) $ ( 1,078 )

___________________________________

(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 11, Retirement and Benefit Plans.

(b) For the year ended December 31, 2020, income taxes included $ 38.8 million related to the release of stranded tax effects upon Plan Termination, as discussed in Note 4, Income Taxes .

During the years ended December 31, 2022 and 2021, we did not purchase any shares under the Program.

Transactions With Related Party

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Commodity Price Risk

Many of the products we manufacture or purchase and resell and some of our key production inputs are commodities whose price is determined by the market's supply and demand for such products.

A portion of the products we manufacture or purchase and resell and some of our key production inputs are commodities whose price is determined by the market's supply and demand for such products.

Price fluctuations in our selling prices and key costs have a significant effect on our financial performance.

The markets for most of these commodities are cyclical and are primarily affected by economic uncertainties, industry operating rates, transportation constraints or disruptions, net import and export activity, inventory levels in various distribution channels, and seasonal demand patterns.

The markets for most of these commodities are cyclical and are primarily affected by economic uncertainties, industry operating rates, supply-related disruptions, transportation constraints or disruptions, net import and export activity, inventory levels in various distribution channels, and seasonal demand patterns.

Interest Rate Risk

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Payments on this interest rate swap, with a notional principal amount of $ 50.0 million, are due on a monthly basis at an annual fixed rate of 0.41 %, and this swap expires in June 2025.

We entered into this forward interest rate swap in 2020 (the 2020 Swap) and it was amended in September 2022.

Prior to the amendment we received one-month LIBOR-based variable interest rate payments and made fixed interest rate payments at an annual fixed rate of 0.39 % on the 2020 Swap.

At December 31, 2021, we had two interest rate swap agreements.

Under these interest rate swaps, we received one-month LIBOR -based variable interest rate payments and made fixed interest rate payments.

Payments on one interest rate swap, entered into in 2016, with a notional principal amount of $ 50.0 million were due on a monthly basis at an annual fixed rate of 1.007 %, and this swap expired in February 2022 (the Initial Swap).

The 2020 Swap, as mentioned above, commenced on the expiration of the Initial Swap in February 2022.

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 December 31, 2022, we recorded a long-term asset of $ 4.8 million in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreement.

At December 31, 2021, we recorded a long-term asset of $ 1.2 million in "Other assets" on our Consolidated Balance Sheets, and we also recorded a long-term liability of $ 0.1 million in "Other long-term liabilities" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements.

The swaps were valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

The interest rate swap agreement was not designated as a cash flow hedge, 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 December 31, 2023 and 2022, we recorded a long-term asset of $ 3.0 million and $ 4.8 million, respectively, in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreement.

The swap was valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

Foreign Currency Risk

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Unallocated corporate costs are presented as reconciling items to arrive at operating income.

Unallocated corporate costs include corporate support staff

services, related assets and liabilities, and nonqualified pension plan activity.

Unallocated corporate costs include corporate support staff services, related assets and liabilities, and nonqualified pension plan activity.

Support services include, but are not limited to, information technology, human resources, finance, accounting, and legal functions.

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The segments follow the accounting principles described in Note 2, Summary of Significant Accounting Policies.

For the years ended December 31, 2022, 2021, and 2020, one customer accounted for 12 %, 12 % and 11 %, respectively, of total sales when combining sales from Wood Products and BMD to those customers.

For each of the years ended December 31, 2023, 2022, and 2021, one customer accounted for 12 % of total sales when combining sales from Wood Products and BMD to those customers.

Sales to foreign unaffiliated customers were approximately $ 99 million, $ 142 million, and $ 128 million, respectively, for the years ended December 31, 2023, 2022, and 2021.

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Total net sales $ 6,838,245 $ 8,387,307 $ 7,926,111

Segment operating income (loss)

Wood Products (b) $ 575,167 $ 531,235 $ 127,720

Segment operating income

Wood Products $ 337,132 $ 575,167 $ 531,235

Building Materials Distribution 335,808 627,091 481,085

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Depreciation and amortization

Wood Products (b) $ 73,308 $ 55,249 $ 71,141

Wood Products $ 98,710 $ 73,308 $ 55,249

Building Materials Distribution 32,353 27,005 24,007

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Capital expenditures

Wood Products (c) $ 51,934 $ 48,280 $ 38,230

Building Materials Distribution (d) 60,463 57,557 39,976

Wood Products (b) $ 59,360 $ 51,934 $ 48,280

Building Materials Distribution (b)(c) 155,724 60,463 57,557

Corporate 354 1,720 681

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During 2023, 2022, and 2021, approximately 66 %, 65 %, and 62 %, respectively, of Wood Products' overall sales were to our BMD segment.

(b) Wood Products segment operating income for the year ended December 31, 2020, included $ 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 6, Curtailment of Manufacturing Facility.

For more information, see Note 7, Acquisition.

(d) Capital spending in 2022 for BMD includes approximately $ 13 million to purchase a previously leased BMD property in Milton, Florida.

(b) Capital spending in 2023 for BMD excludes $ 162.8 million of consideration paid, net of cash acquired, for the acquisition of BROSCO.

Capital spending in 2022 for Wood Products excludes $ 515.2 million for the acquisition of two plywood facilities.

For more information, see Note 6, Acquisitions.

(c) Capital spending in 2023 for BMD includes approximately $ 74 million to purchase a facility in Kansas City, Missouri, to house a new door and millwork location, as well as the purchase of facilities in West Palm Beach, Florida, and Modesto, California to expand or relocate existing distribution centers.

Capital spending in 2022 for BMD includes approximately $ 13 million to purchase a previously leased BMD property in Milton, Florida.

Capital spending in 2021 for BMD includes approximately $ 15 million to purchase a BMD property in Walton, Kentucky, to expand our service capabilities in Cincinnati and the surrounding markets.

Wood Products (a) $ 1,120,188 $ 720,811

Wood Products $ 1,083,517 $ 1,120,188

Building Materials Distribution 1,440,123 1,075,628

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Total assets $ 3,458,646 $ 3,240,514

__________________

(a) As of December 31, 2022, Wood Products assets includes the acquisition of two plywood facilities.

For more information, see Note 7, Acquisition.

Commitments, Legal Proceedings and Contingencies, and Guarantees

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 20, 2024 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Coastal Plywood Company during 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, Coastal Plywood Company’s internal control over financial reporting associated with approximately 8% of consolidated total assets and approximately 1% of consolidated revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2022.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Coastal Plywood Company.

The Company acquired Brockway-Smith Company (BROSCO) during 2023, and management excluded from its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, Brockway-Smith Company (BROSCO)'s internal control over financial reporting associated with approximately 6% of Boise Cascade Company's consolidated total assets and approximately 1% of Boise Cascade Company's total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2023.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Brockway-Smith Company (BROSCO).

Basis for Opinion

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data