What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-20 · 135 added, 140 removed, 964 unchanged (22% of the section changed)

40 unchanged sentences

28 ( 22 ) 367

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

Amortization of actuarial loss, net of tax of $ 9 , $ 8 , and $ 21 , respectively

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

34 unchanged sentences

Total current liabilities 564,016 594,116

Long-term debt 445,280 444,392

Long-term debt, net 446,167 445,280

Compensation and benefits 42,006 40,189

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Accounts payable and accrued liabilities ( 35,595 ) 37,146 ( 100,354 )

Pension contributions ( 553 ) ( 1,058 ) ( 470 )

Income taxes payable ( 2,405 ) 28,590 ( 30,561 )

7 unchanged sentences

Cash provided by (used for) financing

Borrowings of long-term debt, including revolving credit facility — — 28,000

Payments of long-term debt, including revolving credit facility — — ( 28,000 )

Treasury stock purchased ( 194,904 ) ( 6,426 ) —

Dividends paid on common stock ( 228,814 ) ( 346,493 ) ( 159,564 )

Tax withholding payments on stock-based awards ( 11,141 ) ( 5,926 ) ( 3,930 )

Treasury stock purchased ( 6,426 ) — —

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

23 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 )

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Cash equivalents consist of short-term investments that have an original maturity of three months or less at the date of purchase.

At December 31, 2023 and 2022, the majority of our cash and cash equivalents were comprised of money market funds that are broadly diversified and invested in high-quality, short-duration securities, including commercial paper, certificates of deposit, U.S.

At December 31, 2024 and 2023, the majority of our cash and cash equivalents were comprised of money market funds that are broadly diversified and invested in high-quality, short-duration securities, including U.S.

government agency securities and similar instruments.

5 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, 2023 and 2022, we had $ 3.3 million recorded in each period as allowances for doubtful accounts.

At December 31, 2024 and 2023, we had $ 5.5 million and $ 3.3 million, respectively, recorded 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.

1 unchanged sentence

A significant portion of our sales are concentrated with a relatively small number of customers.

In 2023, our top ten customers represented approximately 47 % of sales, with one customer accounting for approximately 12 % of total sales.

In 2024, our top ten customers represented approximately 48 % of sales, with two customers accounting for approximately 12 % and 10 % of total sales, respectively.

At December 31, 2024, receivables from two customers accounted for approximately 19 % and 11 % of total receivables.

26 unchanged sentences

We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs.

At December 31, 2023 and 2022, we had $ 17.4 million and $ 17.8 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on the Consolidated Balance Sheets.

At December 31, 2024 and 2023, we had $ 17.7 million and $ 17.4 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets.

Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product.

received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.

Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.

Foreign Currency

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dollars using an average exchange rate prevailing during the year.

We primarily lease land, building, and equipment under operating and finance leases.

We primarily lease land, buildings, and equipment under operating and finance leases.

We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or upon modification.

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$ 1,047,083 $ 932,633

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

We review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable (triggering event).

An impairment of long-lived assets exists when the carrying value is not recoverable through future undiscounted cash flows from operations and when the carrying value of an asset or asset group exceeds its fair value.

No triggering event was identified during the years ended December 31, 2023, 2022, and 2021.

Goodwill and Intangible Assets Impairment

Long-Lived Asset and Finite-Lived Intangible Asset Impairment

We review the carrying value of long-lived assets and finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable (triggering event).

An impairment of long-lived assets or finite-lived intangible assets exists when the carrying value is not recoverable through future undiscounted cash flows from operations and when the carrying value of an asset or asset group exceeds its fair value.

No triggering events were identified during the years ended December 31, 2024, 2023, and 2022.

Goodwill and Indefinite-Lived Intangible Asset Impairment

We maintain two reporting units for purposes of our goodwill impairment testing, Wood Products and BMD, which are the same as our operating segments discussed in Note 15, Segment Information.

We test goodwill in each of our reporting units and intangible assets with indefinite lives for impairment annually in the fourth quarter or sooner if events or changes in circumstances indicate that the carrying value of the asset may exceed fair value.

We also evaluate the remaining useful lives of our finite-lived purchased intangible assets to determine whether any adjustments to the useful lives are necessary.

We completed our annual assessment of goodwill in fourth quarter 2024 using a qualitative approach.

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These costs are amortized using the straight-line method over the expected life of the software, typically three to five years .

"Other assets" in the Consolidated Balance Sheets includes $ 4.4 million and $ 5.1 million, respectively, of deferred software costs at December 31, 2023 and 2022.

"Other assets" in the Consolidated Balance Sheets includes $ 4.4 million of deferred software costs at both December 31, 2024 and 2023.

We amortized $ 1.7 million, $ 2.1 million, and $ 2.2 million of deferred software costs for the years ended December 31, 2024, 2023, and 2022, respectively.

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As of December 31, 2024, we had ten collective bargaining agreements.

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.

One agreement covering approximately 50 employees at our Woodinville BMD facility expired on May 31, 2024, and one agreement covering approximately 40 employees at our Vancouver BMD facility expired on December 31, 2024, but the terms and conditions of these agreements remain in effect pending negotiation of new agreements.

One agreement covering approximately 20 employees at our Billings BMD facility is set to expire on March 31, 2025, and two agreements covering approximately 740 employees at our Oakdale and Florien plywood plants are set to expire on July 15, 2025, but the terms and conditions of these agreements will remain in effect after expiration, pending negotiation of new agreements.

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.

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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.

Improvements to Reportable Segment Disclosures, which enhances 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.

We adopted this standard during the year ended December 31, 2024.

This standard resulted in additional required disclosures, which are included in Note 15, Segment Information.

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.

Improvements to Income Tax Disclosures, which enhances 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.

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

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

The ASU requires disclosure of specified costs and expenses in the notes to financial statements, including purchases of inventory, employee compensation, depreciation and amortization.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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

There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures.

Reclassifications

Certain amounts in prior year's consolidated financial statements have been reclassified to conform with current year's presentation, none of which were considered material.

Wood Products Segment

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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.

In addition, we manufacture structural, appearance, and industrial plywood panels, and ponderosa pine lumber.

In addition, we manufacture structural, appearance, and industrial grade plywood panels, and ponderosa pine lumber.

Our wood products are used primarily in new residential construction, residential repair-and-remodeling markets, and light commercial construction.

1 unchanged sentence

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.

See "Rebates and Cash Discounts" below.

See "Customer Rebates and Allowances and Cash Discounts" below.

Building Materials Distribution Segment

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

See "Rebates and Cash Discounts" below.

Rebates an d Cash Discounts

See "Customer Rebates and Allowances and Cash Discounts" below.

Customer Rebates and Allowances an d Cash Discounts

Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment, as well as temporary protection from price increases.

14 unchanged sentences

We expense sales commissions when incurred as they are earned.

These costs are recorded within "Selling and distribution expenses."

These costs are recorded within "Selling and distribution expenses" in our Consolidated Statements of Operations.

For revenue disaggregated by major product line for each reportable segment, see Note 15, Segment Information.

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We have state income tax credits totaling $ 1.7 million as of December 31, 2024, which if unused, will expire in years 2032 through 2034.

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.

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For the years ended December 31, 2024, 2023, and 2022, 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 arise.

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

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Net income per common share - Diluted $ 9.57 $ 12.12 $ 21.56

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.

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 years ended December 31, 2024 and 2023, and 0.1 million shares of common stock in the year ended December 31, 2022.

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

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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.

During the year ended December 31, 2024, our wholly-owned subsidiary, Boise Cascade Building Materials Distribution L.L.C.

(BMD), acquired assets of door and millwork operations in Boise, Idaho and Lakeland, Florida (collectively, the 2024 Acquisitions).

The purchase price of the 2024 Acquisitions was $ 8.1 million, inclusive of a $ 1.3 million contingent liability reflecting the acquisition date fair value of earn-out payments.

During 2024, we paid a combined $ 6.8 million in cash for the 2024 Acquisitions.

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 October 2, 2023, our wholly-owned subsidiary, BMD, completed the 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.

The purchase price of the BROSCO Acquisition was $ 166.2 million, net of cash acquired, and inclusive of a post-transaction closing adjustment of $ 3.4 million based upon working capital and indebtedness as defined in the Merger Agreement.

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 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 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 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 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:

The following table summarizes the final allocations of the BROSCO Acquisition purchase price consideration to the assets acquired and liabilities assumed based upon their respective estimated fair values at the date of acquisition:

Acquisition Date Fair Value

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(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

Other long-term liabilities 2,578

Liabilities assumed 8,877

Net assets acquired $ 515,237

Pro Forma Financial Information

The following pro forma financial information presents the combined results of operations as if the two Coastal Plywood facilities had been combined with us on January 1, 2021.

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, 2021.

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 $ 8,618,105 $ 8,303,754

Net income (a) $ 932,352 $ 818,476

___________________________________

(a) The pro forma financial information for the year ended December 31, 2022 was adjusted to exclude $ 1.3 million of pre-tax acquisition-related costs for legal, accounting, and other advisory-related services.

Goodwill and Intangible Assets

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___________________________________

(a) Represents the acquisition of BROSCO.

(a) Represents goodwill related to acquired assets of a door and millwork operation in Boise, Idaho.

For additional information, see Note 6, Acquisitions.

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Our key registered trademarks are perpetual in duration as long as we continue to timely file all post registration maintenance documents related thereto.

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

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.

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

In addition, we have acquired trade names and customer relationships through acquisitions.

The weighted-average useful life from the date of purchase for trade names is approximately 15 years.

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

During the years ended December 31, 2024 and 2023, we recognized $ 19.8 million and $ 17.7 million, respectively, of amortization expense for intangible assets.

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

Amortization expense for intangible assets is expected to be approximately $ 19 million per year for the next five years.

Intangible assets consisted of the following:

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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.

Interest on borrowings under our Revolving Credit Facility and ABL Term Loan is payable monthly.

Borrowings under the Amended Agreement are constrained by a borrowing base formula dependent upon

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Long-term lease obligations $ 43,174 $ 26,883

As of December 31, 2024, the undiscounted future lease payments for additional leases that have not yet commenced was approximately $ 9 million.

These leases are expected to commence in 2025 with lease terms ranging from 3 years to 9 years.

Retirement and Benefit Plans

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In 2024, we granted 60,207 PSUs to our officers and other employees, subject to performance and service conditions, at a weighted average grant date fair value of $ 137.79 .

For the officers, the number of shares actually awarded will range from 0 % to 200 % of the target amount, depending upon Boise Cascade's 2023 return on invested capital (ROIC), as approved by our compensation committee in accordance with the related grant agreement.

For the officers, the PSUs granted are subject to a three-year performance period.

The number of shares actually awarded will range from 0 % to 200 % of the target amount.

Achievement is measured in annual sub-periods, based on Boise Cascade's return on invested capital (ROIC) for 2024, 2025, and 2026.

The average achievement for the three years included in the performance period will determine the number of earned PSUs, as approved by our compensation committee in accordance with the related grant agreement.

We define ROIC as net operating profit after taxes (NOPAT) divided by average invested capital (based on a rolling thirteen-month average).

1 unchanged sentence

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.

For the other employees, the PSUs granted are subject to a one-year performance period.

The number of shares actually awarded will range from 0 % to 200 % of the target amount, depending upon Boise Cascade's 2024 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.

Because the PSUs contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.

In 2023 and 2022, we granted 93,282 and 66,180 PSUs, at a weighted average grant date fair value of $ 69.33 and $ 79.81 , respectively, to our officers and other employees, subject to performance and service conditions.

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 were subject to a one-year performance period.

During the 2023 performance period, officers and other employees both earned 200 % of the target based on Boise Cascade's 2023 ROIC and EBITDA, 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, 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.

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The LTI Cash Plan provides participants with the opportunity to earn a cash award, half of which is subject to service conditions only, with the other half subject to performance and service conditions.

For the performance based cash award, the amount of cash actually awarded will range from 0 % to 200 % of the target amount, depending upon Boise Cascade's EBITDA, determined by executive management in accordance with the related grant agreement.

For the performance based cash award, the amount of cash actually awarded will range from 0 % to 200 % of the target amount, depending upon Boise Cascade's EBITDA, as approved by executive management in accordance with the related grant agreement.

Under the LTI Cash Plan, the award is paid in three equal installments each year after the grant date, with continued employment as a precondition for receipt of each award installment.

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First Quarter (a) $ 0.20 $ 11,205

Second Quarter (b) 3.15 124,709

Third Quarter 0.20 7,918

Fourth Quarter (b) 5.20 205,608

Second Quarter 0.20 7,864

Third Quarter (b) 5.21 201,416

Fourth Quarter 0.21 8,329

Total $ 5.82 $ 228,814

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Second Quarter (d) 2.62 103,352

Third Quarter (d) 0.10 82,596

Third Quarter 0.12 4,734

Fourth Quarter (d) 1.15 45,539

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(a) Includes payments of dividend equivalents on RSUs and PSUs which vested in first quarter of each year.

(b) During second quarter 2023, our board of directors declared and paid a special dividend of $ 3.00 per share on our common stock.

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

(b) During third quarter 2024, our board of directors declared and paid a special dividend of $ 5.00 per share on our common stock.

(c) During second quarter 2023, our board of directors declared and paid a special dividend of $ 3.00 per share on our common stock.

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

(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.

(d) 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.

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.

On February 7, 2025, our board of directors declared a dividend of $ 0.21 per share on our common stock, payable on March 19, 2025, to stockholders of record on February 24, 2025.

For a description of the restrictions in our asset-based credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 8, Debt.

1 unchanged sentence

Stock Repurchase

On July 28, 2022, our board of directors authorized the repurchase of an additional 1.5 million shares of our common stock.

This increase was in addition to the remaining authorized shares under our prior common stock repurchase program that was authorized on February 25, 2015 (the Program).

On October 30, 2024, our board of directors authorized the repurchase of an additional 1.4 million shares of our common stock.

This is the most recent authorization under our common stock repurchase program that was authorized on February 25, 2015 (the Program).

Share repurchases may be made on an opportunistic basis, through open market transactions, privately negotiated transactions, or by other means in accordance with applicable federal securities laws.

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During the year ended December 31, 2024, we repurchased 1,513,095 shares under the Program at a cost of $ 194.9 million, or an average of $ 128.81 per share.

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

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

As of December 31, 2024, there were 1,808,216 shares of common stock that may yet be purchased under the Program.

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

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.

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

In January 2025, we repurchased 250,000 shares under the Program at a cost of approximately $ 30 million, or an average of $ 120.51 per share.

Subsequent to these share repurchases, there were 1,558,216 shares of common stock that may yet be purchased under the Program.

Transactions With Related Party

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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, supply-related disruptions, 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, trade policies, inventory levels in various distribution channels, and seasonal demand patterns.

Interest Rate Risk

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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.

At December 31, 2024, we recorded a current asset of $ 0.9 million in "Prepaid expenses and other" on our Consolidated Balance Sheet.

At December 31, 2023, we recorded a long-term asset of $ 3.0 million in "Other assets" on our Consolidated Balance Sheet.

These assets represent 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).

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For a description of the products sold by our segments, see Note 3, Revenues.

Our chief operating decision maker (CODM) is our chief executive officer.

We measure and evaluate our reportable segments based on net sales and segment operating income (loss).

Accordingly, our chief operating decision maker reviews the performance of the company and allocates resources based primarily on net sales and segment operating income (loss) for our business segments.

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.

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

Accordingly, our CODM reviews the performance of the company and allocates resources based primarily on net sales and segment operating income (loss) for our business segments, predominantly in the budget and forecasting process.

The CODM reviews capital plans for both of our business segments and uses these plans, along with expectations of segment performance, resource availability, and capital structure, to determine how to allocate resources to each business segment.

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

Specified expenses are allocated to the segments.

For many of these allocated expenses, the related assets and liabilities remain in corporate.

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

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.

For the year ended December 31, 2024, two customers accounted for 12 % and 10 % of total sales, respectively, when combining sales from Wood Products and BMD to those customers.

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

Sales to foreign unaffiliated customers were approximately $ 99 million, $ 99 million, and $ 142 million, respectively, for the years ended December 31, 2024, 2023, and 2022.

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2024 2023 2022

Net sales by segment

Wood Products

Sales $ 1,832,317 $ 1,932,602 $ 2,115,896

Materials, labor, and other operating expenses (excluding depreciation) (a) 1,446,555 1,432,745 1,405,417

Other segment items (b) 61,105 64,015 62,004

Depreciation and amortization 93,203 98,710 73,308

1,600,863 1,595,470 1,540,729

Segment income from operations $ 231,454 $ 337,132 $ 575,167

Building Materials Distribution

Intersegment eliminations (a) ( 1,273,047 ) ( 1,372,204 ) ( 1,218,971 )

Sales $ 6,166,493 $ 6,178,690 $ 7,643,615

Materials, labor, and other operating expenses (excluding depreciation) (a) 5,221,945 5,249,211 6,438,103

Selling and distribution expenses 551,874 514,513 512,111

Other segment items (b) 39,755 46,805 39,305

Depreciation and amortization 49,534 32,353 27,005

5,863,108 5,842,882 7,016,524

Segment income from operations $ 303,385 $ 335,808 $ 627,091

Reconciliation of sales

Wood Products $ 1,832,317 $ 1,932,602 $ 2,115,896

Building Materials Distribution 6,166,493 6,178,690 7,643,615

Intersegment eliminations (c) ( 1,274,516 ) ( 1,273,047 ) ( 1,372,204 )

Total net sales $ 6,724,294 $ 6,838,245 $ 8,387,307

Segment operating income

Reconciliation of income

Wood Products $ 231,454 $ 337,132 $ 575,167

Building Materials Distribution 303,385 335,808 627,091

Total segment operating income 672,940 1,202,258 1,012,320

Unallocated corporate costs ( 48,554 ) ( 44,409 ) ( 40,517 )

Unallocated corporate costs (d) ( 44,801 ) ( 48,554 ) ( 44,409 )

Income from operations $ 490,038 $ 624,386 $ 1,157,849

Depreciation and amortization

Interest expense ( 24,067 ) ( 25,496 ) ( 25,412 )

Interest income 39,139 48,106 12,263

Other unallocated items (e) ( 3,351 ) ( 1,947 ) 1,681

Income before income taxes $ 501,759 $ 645,049 $ 1,146,381

__________________

(a) "Materials, labor, and other operating expenses (excluding depreciation)" for our Wood Products segment are the costs associated with Wood Products' manufacturing processes, including wood fiber, labor, glues and resins, energy, operating supplies, maintenance materials, freight, and other manufacturing costs.

Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our BMD segment are for inventory purchased for resale.

(b) Other segment items for our Wood Products segment includes selling and distribution expenses, general and administrative expenses, and other income (expense).

Other segment items for our BMD segment includes general and administrative expenses and other income (expense).

During 2024, 2023, and 2022, approximately 70 %, 66 %, and 65 %, respectively, of Wood Products' overall sales were to our BMD segment.

(d) Unallocated corporate costs include corporate support staff services, and related assets and liabilities.

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

(e) Other unallocated items include foreign exchange gains and losses, pension expense (excluding service costs) and the change in fair value of interest rate swaps.

Wood Products $ 1,145,555 $ 1,083,517

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Corporate 699,614 935,006

Total depreciation and amortization $ 132,467 $ 101,593 $ 80,753

Total assets $ 3,369,383 $ 3,458,646

Year Ended December 31

2024 2023 2022

Capital expenditures

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

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

Wood Products (a) $ 121,870 $ 59,360 $ 51,934

Building Materials Distribution (a)(b) 107,593 155,724 60,463

Corporate 106 354 1,720

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__________________

(a) Primarily represents intersegment sales from our Wood Products segment to our BMD segment.

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

(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.

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

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 $ 1,083,517 $ 1,120,188

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

Corporate 935,006 1,044,698

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

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

(b) Capital spending in 2024 for our BMD segment includes approximately $ 25 million to purchase previously leased properties in Westfield, Massachusetts and Chicago, Illinois.

Capital spending in 2023 for our BMD segment 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 our BMD segment includes approximately $ 13 million to purchase a previously leased property in Milton, Florida.

Commitments, Legal Proceedings and Contingencies, and Guarantees

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Future purchase prices under most of the variable-price agreements will be set quarterly or semiannually based on regional market prices.

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 effect of governmental laws and regulations, our manufacturing operations not operating in the normal course of business, log availability, and the status of environmental appeals.

status of environmental appeals.

Except for deposits required pursuant to log supply contracts, these obligations are not recorded in our consolidated financial statements until contract payment terms take effect.

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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, 2024 and 2023, 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, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 20, 2025 expressed an unqualified opinion on those consolidated financial statements.

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