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Item 1. Business

2026-02-24 compared with 2025-02-20 · 179 added, 155 removed, 220 unchanged (60% of the section changed)

Boise Cascade is one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading U.S.

wholesale distributor of building products.

Boise Cascade is one of the largest U.S.

wholesale distributors of building materials and a leading manufacturer of engineered wood products (EWP) and plywood in North America.

As used in this Form 10-K, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries.

As a leading manufacturer and distributor of building materials, we bring people, products, and services together to build strong homes, businesses, and communities that stand the test of time.

As a leading distributor and manufacturer of building materials, we bring people, products, and services together to build strong homes, businesses, and communities that stand the test of time.

Segment Overview

Our two reportable segments, Wood Products and Building Materials Distribution, operate with a high degree of integration.

Our two reportable segments, Building Materials Distribution and Wood Products, operate with a high degree of integration.

Our Building Materials Distribution segment (BMD) operates a nationwide network of distribution facilities that sell a broad line of building materials, including oriented strand board (OSB), plywood, and lumber (collectively referred to as commodities);

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

In our Wood Products segment, we manufacture laminated veneer lumber (LVL), I-joists, and laminated beams, which are collectively referred to as EWP.

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

Our Building Materials Distribution segment (BMD) is the largest customer of our Wood Products segment and operates a nationwide network of distribution facilities that sell a broad line of building materials, including oriented strand board (OSB), plywood, and lumber (collectively referred to as commodities);

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

BMD is the largest customer of our Wood Products segment.

Substantially all of BMD's EWP is sourced from our Wood Products segment, with the remaining products we distribute sourced from a broad vendor base of third-party suppliers ranging from large manufacturers to small regional producers.

Our products are used in the construction of new residential housing, including single-family, multi-family, and manufactured homes, the repair-and-remodeling of existing housing, the construction of light industrial and commercial buildings, and industrial applications.

We have a broad base of national and local customers, which includes a diverse mix of dealers, home improvement centers, leading wholesalers, specialty distributors, and industrial converters.

Drivers of new residential construction, residential repair-and-remodeling activity, and light commercial construction include new household formation, the age of the housing stock, availability of credit and other macroeconomic factors, such as GDP growth, population growth and migration, interest rates, employment, and consumer sentiment.

The map below presents our network of manufacturing and distribution facilities.

Our Business Strategies

Leverage the Integrated Model

We believe our integrated business model provides us with advantages over less integrated competitors and provides unique and significant value to our customers.

BMD benefits from a committed manufacturing partnership, Wood Products enjoys superior access to the market through a committed distributor, and we capture margin at both levels of the supply chain.

In addition, BMD and Wood Products are collectively motivated to make the investments necessary to support our growth in the marketplace.

Substantially all of BMD's EWP is sourced from our Wood Products segment, with BMD consuming approximately 75% of the volumes that Wood Products produces.

In addition, Wood Products and BMD have made significant progress in recent years to leverage the integrated model to increase the proportion of plywood sold through our distribution network.

From 2021 to 2025, Wood Products' sales volumes of plywood to BMD increased from 28% to 51%.

Increase Both Our Earnings and Earnings Stability

We intend to increase both our earnings and earnings stability by growing our EWP sales and expanding our distribution capabilities.

In Wood Products, we are principally focused on the production of veneer-based products.

We expect to grow our EWP sales and thereby divert more of our internally produced veneer away from plywood, which is a product line exposed to oriented strand board substitution and significant price volatility.

Value-added EWP provides higher margins and pricing is not subject to the auction-based volatility of commodity markets.

To provide access to additional veneer for EWP production, we acquired Coastal Plywood and its plywood manufacturing locations in Havana, Florida, and Chapman, Alabama, in 2022.

Wood Products' sales mix by product line is illustrated below and demonstrates our principal focus on the production of veneer-based products.

In addition to the acquisition of Coastal Plywood in 2022, we have made, and intend to continue to make, investments in our mills in the Southeast U.S., allowing us to grow our EWP sales.

We intend to increase both our earnings and earnings stability by expanding our distribution capabilities and growing our EWP sales.

In BMD, our growth strategy includes adding products and services, expanding our market penetration via acquisition or the opening or expansion of locations in underserved markets, and identifying and executing upon adjacent distribution platforms that can be scaled.

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Furthermore, in 2023, we acquired Brockway-Smith Company (BROSCO), a wholesale distributor specializing in doors and millwork.

In the last several years, we have also expanded our door and millwork business with new locations in Dallas and Houston, Texas;

In the last several years, we have also expanded our door and millwork business with new locations in Houston, Texas;

Kansas City, Missouri;

and Denver, Colorado.

In addition to our investment in our door and millwork business, we continue to expand the capacity of our distribution centers.

In 2024, we made progress on greenfield distribution centers in Hondo, Texas, and Walterboro, South Carolina, which we expect to be complete in 2025 and 2026, respectively.

In 2023, we announced or completed capacity expansion projects in West Palm Beach, Florida;

In addition to our investment in our door and millwork business, we continue to expand our market penetration, as well as the capacity of our existing distribution centers.

In 2025, we opened our greenfield distribution center in Hondo, Texas which will allow us to better serve customers across Austin, San Antonio, Corpus Christi, and the Rio Grande Valley.

We also relocated our Lathrop, California distribution center to Modesto, California to allow for future growth opportunities.

addition, in December 2025, we acquired Holden Humphrey, a two-step distributor of building materials located in Chicopee, Massachusetts, which will enable us to offer new and expanded product lines to many existing customers in the northeast region.

In recent years, we completed capacity expansion projects in West Palm Beach, Florida;

Marion, Ohio;

and Medford, Oregon and we announced the relocation of our Lathrop, California distribution center to Modesto, California.

In 2022, we completed capacity expansion projects in Minneapolis, Minnesota and Cincinnati, Ohio.

Medford, Oregon;

Minneapolis, Minnesota;

and Cincinnati, Ohio.

These organic growth projects allow us to further expand our product and service offerings in those markets.

BMD carries a broad line of building materials used in residential construction, repair and remodel, and industrial applications.

BMD continues to increase the proportion of its sales attributable to general line and EWP as those products carry a higher and more stable margin profile than commodities.

BMD continues to focus on the proportion of its sales attributable to general line and EWP as those products carry a higher and more stable margin profile than commodities.

The chart below reflects BMD's sales mix by product for the year ended December 31, 2025.

BMD's sales and sales per U.S.

housing start, as well as our focus on increasing sales attributable to general line and EWP, are reflected in the charts below.

In addition, BMD's sales in 2021 and 2022 were impacted by historically high composite panel and lumber prices.

Leverage the Integrated Model

We believe our integrated business model provides us with advantages over less integrated competitors and provides unique and significant value to our customers.

Wood Products enjoys superior access to the market through a committed distributor, BMD benefits from a committed manufacturing partnership, and we capture margin at both levels of the supply chain.

In addition, Wood Products and BMD are collectively motivated to make the investments necessary to support our growth in the marketplace.

In 2024, approximately 75% of Wood Products' EWP sales volumes and approximately 50% of Wood Products' plywood sales volumes were to BMD.

The chart below reflects the progress we have made in distributing internally produced products through our distribution network.

housing start, as well as our focus on general line and EWP sales, are reflected in the charts below.

BMD's sales in 2021 and 2022 were impacted by historically high composite panel and lumber prices.

In Wood Products, we are principally focused on the production of veneer-based products.

Our strategy is to grow our EWP sales, allowing us to divert more of our internally produced veneer away from plywood, which is a product line exposed to substitution by oriented strand board and significant price volatility.

EWP, as a value-added set of products, delivers higher margins, and its pricing is not subject to the auction-based volatility of commodity markets.

In 2025, we completed a significant modernization project at our Oakdale, Louisiana mill, to enhance our operational efficiency and reliability.

This investment strengthens our distinct competitive advantage by enabling greater value creation through self-sufficient veneer production.

In addition, we substantially completed a project to add I-joist production capabilities at our Thorsby, Alabama EWP mill, which will be operational in the first half of 2026.

In 2022, we acquired Coastal Plywood and its plywood manufacturing locations in Havana, Florida, and Chapman, Alabama which has provided access to additional veneer for EWP production.

Wood Products' sales mix by product line is illustrated below and demonstrates our principal focus on the production of veneer-based products.

Leverage Technology

Like many companies, we continue to innovate with technology to search out revenue-generating, cost-reducing, and risk-mitigating opportunities.

Like many companies, we continue to innovate with technology to pursue revenue-generating, cost-reducing, and risk-mitigating opportunities.

We are also actively engaged in product development opportunities.

In Wood Products, these opportunities include the development of new products for commercial construction applications.

The commercial construction segment of the market is a particular area of focus for us, given we have limited penetration in that space today, and recent changes in building codes that allow for the use of mass timber in tall wood structures provide further opportunity.

Innovation efforts within our Wood Products segment are also focused on identifying process and cost efficiency improvement opportunities, some of which include automated packaging, asset monitoring applications for predictive maintenance, and the use of artificial intelligence to classify and identify opportunities in safety.

We use process improvement and machine reliability methodologies to continuously refine and improve our operations and processes.

We believe there are opportunities to further apply these process improvement programs in our manufacturing operations and apply similar techniques and methods to different functional areas to realize efficiencies in those areas.

In BMD, we believe our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital.

To assess the effectiveness and efficiency of our operations, we regularly capture and report on a wide variety of investment, operational, and customer service metrics.

To assess the effectiveness and efficiency of our operations, we regularly capture and analyze a wide variety of investment, operational, and customer service metrics.

Our focus is to increase the quality of decision-making at all levels using data-driven digital technologies.

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Key learnings and best practices are then leveraged across our distribution locations.

In addition, we are investing in robotics equipment and configuration technologies for our door and millwork business.

In addition, we are investing in robotics equipment and other distribution-related technologies.

In Wood Products, we are actively pursuing opportunities to develop innovative products tailored for multifamily and commercial construction applications.

Our strategic focus on the multifamily and commercial market has led to additional capital investments that allow us to effectively produce larger column and beam products for mass timber applications and the creation of a new veneer laminated timber (VLT) product.

The VLT product is designed for wall, floor, and roof panel applications and is specifically engineered to comply with recent updates in building codes that permit the use of mass timber in tall wood structures.

Innovation efforts within our Wood Products segment are also focused on identifying process and cost efficiency improvement opportunities, some of which include automated veneer handling and grading, finished goods packaging, asset monitoring applications for predictive maintenance, and the use of artificial intelligence to classify and identify opportunities in safety.

We use process improvement and machine reliability methodologies to continuously refine and improve our operations and processes.

Segment Detail

Building Materials Distribution

We sell a broad line of building materials, including commodities;

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 a broad base of third-party suppliers ranging from large manufacturers, such as Canfor, Commercial Metals Company, Hampton Lumber, Hoover Treated Wood Products, Huber Engineered Woods, James Hardie Building Products, Louisiana-Pacific, ODL, Inc., Steves & Sons, Therma-Tru Doors, Trex Company and West Fraser, to small regional producers.

Substantially all of our EWP is sourced from our Wood Products segment.

The following table lists our product line sales mix for the periods indicated:

Year Ended December 31

2025 2024 2023 2022 2021

(percentage of Building Materials Distribution sales)

Commodity 35.0 % 35.8 % 37.8 % 44.9 % 51.6 %

General line 45.2 % 42.4 % 39.5 % 33.3 % 30.2 %

Engineered wood products 19.8 % 21.8 % 22.7 % 21.8 % 18.2 %

The following table sets forth segment sales, income, depreciation and amortization, and EBITDA (a non-GAAP measure) for the periods indicated:

Year Ended December 31

2025 2024 2023 2022 2021

Segment sales $ 5,941.3 $ 6,166.5 $ 6,178.7 $ 7,643.6 $ 7,174.3

Segment income $ 222.2 $ 303.4 $ 335.8 $ 627.1 $ 481.1

Segment depreciation and amortization 58.7 49.5 32.4 27.0 24.0

Segment EBITDA (a) $ 280.9 $ 352.9 $ 368.2 $ 654.1 $ 505.1

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(a) Segment EBITDA is calculated as segment income before depreciation and amortization.

Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K for a description of our reasons for using EBITDA and for a discussion of the limitations of such a non-GAAP measure.

Our BMD segment operates a nationwide network of 40 building materials distribution facilities throughout the U.S., including door and millwork facilities in 15 markets, as well as one component manufacturing plant.

Our broad geographic presence reduces our exposure to market factors in any single region.

Sales, Marketing, and Distribution

We market our building materials primarily to dealers, home improvement centers, and specialty distributors that then sell the products to end customers, who are typically homebuilders, independent contractors, and homeowners engaged in residential construction and repair-and-remodeling projects.

We also market our products to a wide variety of industrial accounts, which use our products to assemble cabinets, doors, agricultural bins, crating, and other products used in industrial and construction applications.

We believe that our national presence and long-standing relationships with many of our key suppliers allow us to obtain favorable price, terms, and supply arrangements on leading brands in the building materials industry.

We also believe

our broad product line provides our customers with an efficient, one-stop resource for their building materials needs.

We also have expertise in special-order sourcing and merchandising support, which is a key service for our home improvement center customers that choose not to stock certain items in inventory.

We sell products through two primary distribution channels:

warehouse sales and direct sales.

Warehouse sales are delivered from our distribution centers to our customers, and direct sales are shipped from the manufacturer to the customer without us taking physical possession of inventory.

Each of our distribution centers implements its own distribution and logistics model using centralized information systems.

We use internal and external trucking resources to deliver materials on a regularly scheduled basis.

Our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital.

We have a large, decentralized sales force to support our suppliers and customers.

Our sales force and product managers have local product knowledge and decision-making authority, which we believe enables them to optimize stocking, pricing, and product assortment decisions.

In addition, we have the flexibility and presence to provide scalable and consistent sales programs to our customers with a national footprint.

Our sales force has access to centralized information technology systems, an extensive vendor base, and corporate-level working capital support, which we believe complements our localized sales model.

Our national presence allows us to act as a vehicle for our suppliers' new innovative products and the ability to introduce new building products to our customers.

Broadening our product offering helps us serve as a one-stop resource for building materials, which we believe improves our customers' purchasing and operating efficiencies.

The introduction of new products is primarily driven by customer demand or product extensions originating from our vendors.

We believe our long-standing customer and vendor relationships allow us to respond to customer feedback and introduce new products more rapidly.

Broadening our product offering also helps us drive additional products through our distribution system, thereby increasing our scale and efficiency.

Wood Products

LVL and laminated beams are structural products used in applications where extra strength and consistent quality are required, such as headers and beams.

LVL and laminated beams are structural products used in applications where extra strength and consistent quality are required, such as headers and wide spans.

LVL is also used in the manufacture of I-joists, which are assembled by combining a vertical web of OSB with top and bottom LVL or solid wood flanges.

I-joists, which are used primarily in residential and commercial flooring and roofing systems and other structural applications, are stronger, lighter, and straighter than conventional lumber products.

We believe EWP has favorable characteristics when compared to competing products, as it reduces labor and

installed costs, provides cycle time advantages, and results in less material usage and waste.

We believe EWP has favorable characteristics when compared to competing products, as it reduces labor and installed costs, provides cycle time advantages and results in less material usage and waste.

Plywood is used in a wide range of structural, interior, and exterior applications within the residential, industrial, and repair and remodel sectors.

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Segment sales (a) $ 1,613.4 $ 1,832.3 $ 1,932.6 $ 2,115.9 $ 1,970.8

Segment income (b) $ 231.5 $ 337.1 $ 575.2 $ 531.2 $ 127.7

Segment depreciation and amortization (b) 93.2 98.7 73.3 55.2 71.1

Segment EBITDA (c) $ 324.7 $ 435.8 $ 648.5 $ 586.5 $ 198.9

Segment income $ 5.8 $ 231.5 $ 337.1 $ 575.2 $ 531.2

Segment depreciation and amortization 98.5 93.2 98.7 73.3 55.2

Segment EBITDA (b) $ 104.3 $ 324.7 $ 435.8 $ 648.5 $ 586.5

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(a) Segment sales are calculated before elimination of sales to our BMD segment.

(b) The years ended December 31, 2024 and 2023 include $2.2 million and $6.2 million, respectively, of accelerated depreciation related to the indefinite curtailment of lumber production at our Chapman, Alabama facility.

The year ended December 31, 2020 includes $15.0 million of accelerated depreciation and $1.7 million of other closure costs related to the Roxboro I-joist curtailment in March 2020.

(b) Segment EBITDA is calculated as segment income before depreciation and amortization.

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OSB accounted for approximately 5% of the aggregate amount of materials, labor, and other operating expenses (excluding depreciation) for our Wood Products segment in 2025.

OSB is a commodity, and prices have historically been volatile in response to industry capacity and operating rates, inventory levels in various distribution channels, and seasonal demand patterns.

Wood fiber also includes, to a lesser extent than OSB, lumber purchased from third parties for I-joist production at our Canadian EWP facility and for production at our laminated beam plant in Idaho.

Lumber input costs are subject to similar commodity-based volatility characteristics noted above for OSB.

OSB is a commodity, and prices have historically been volatile in response to economic uncertainties, industry operating rates, supply-related disruptions, duties, tariffs, transportation constraints or disruptions, net import and export activity, inventory levels in various distribution channels, and seasonal demand patterns.

Wood fiber also includes, to a lesser extent than OSB, veneer purchased from third parties for engineered wood products production and lumber purchased from third parties for I-joist production at our Canadian EWP facility and for production at our laminated beam plant in Idaho.

Veneer and lumber input costs are subject to similar commodity-based volatility characteristics noted above for OSB.

We are substantially self-sufficient for veneer needs in our Southeast operations whereas third party purchases are used to satisfy a portion of our veneer requirements at our Western Oregon operations.

Other raw materials and energy costs.

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In 2025, approximately 75% and 51% of our Wood Products segment's EWP and plywood sales volumes, respectively, were to our BMD segment.

Building Materials Distribution

We sell a broad line of building materials, including OSB, plywood, and lumber (collectively commodities);

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 a broad base of third-party suppliers ranging from large manufacturers, such as Canfor, Commercial Metals Company, Hampton Lumber, Hoover Treated Wood Products, Huber Engineered Woods, James Hardie Building Products, JELD-WEN, Louisiana-Pacific, Steves & Sons, Therma-Tru Doors, Trex Company and West Fraser, to small regional producers.

Substantially all of our EWP is sourced from our Wood Products segment.

The following table lists our product line sales mix for the periods indicated:

Year Ended December 31

2024 2023 2022 2021 2020

(percentage of Building Materials Distribution sales)

Commodity 35.8 % 37.8 % 44.9 % 51.6 % 46.6 %

General line 42.4 % 39.5 % 33.3 % 30.2 % 35.6 %

Engineered wood products 21.8 % 22.7 % 21.8 % 18.2 % 17.8 %

The following table sets forth segment sales, income, depreciation and amortization, and EBITDA (a non-GAAP measure) for the periods indicated:

Year Ended December 31

2024 2023 2022 2021 2020

Segment sales $ 6,166.5 $ 6,178.7 $ 7,643.6 $ 7,174.3 $ 4,952.0

Segment income $ 303.4 $ 335.8 $ 627.1 $ 481.1 $ 247.5

Segment depreciation and amortization 49.5 32.4 27.0 24.0 22.5

Segment EBITDA (a) $ 352.9 $ 368.2 $ 654.1 $ 505.1 $ 270.0

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(a) Segment EBITDA is calculated as segment income before depreciation and amortization.

Our BMD segment operates a nationwide network of 38 building materials distribution facilities throughout the U.S., including door and millwork facilities in 14 markets, as well as one component manufacturing plant.

Our broad geographic presence reduces our exposure to market factors in any single region.

In 2024, we acquired assets of door and millwork facilities in Boise, Idaho and Lakeland, Florida.

Sales, Marketing, and Distribution

We also believe our broad product line provides our customers with an efficient, one-stop resource for their building materials needs.