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Competitive Risks
−Removed: A portion of the products we manufacture or purchase and resell are commodities whose price is determined by the market's supply and demand for such products, and the markets in which we operate are cyclical and competitive.
−Removed: A portion of the building products we produce or distribute, including OSB, plywood, and lumber, are commodities that are widely available from other manufacturers or distributors with prices and volumes determined frequently in an auction market based on participants' perceptions of short-term supply and demand factors.
−Removed: At times, the price for any one or more of the products we produce or distribute may fall below our cash production or purchase costs, requiring us to either incur short-term losses on product sales or curtail production at one or more of our manufacturing facilities.
−Removed: Therefore, our profitability with respect to these commodity products depends, in significant part, on effective facilities maintenance and procurement programs, and on managing our cost structure, particularly raw materials and labor, which represent the largest components of our operating costs.
−Removed: Commodity wood product prices have historically been volatile in response to 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.
−Removed: Demand for the products we manufacture, as well as the products we purchase and distribute, is correlated with new residential construction, residential repair-and-remodeling activity and light commercial construction in the U.S.
+Added: A portion of the products we purchase and resell or manufacture are commodities whose price is determined by the market's supply and demand for such products, and the markets in which we operate are cyclical and competitive.
+Added: A portion of the building products we distribute or produce, including OSB, plywood, and lumber, are commodities that are widely available from multiple sources with prices and volumes determined frequently in an auction market based on participants' perceptions of short-term supply and demand factors.
+Added: At times, the price for any one or more of the products we distribute or produce may fall below our purchase or cash production costs, requiring us to either incur short-term losses on product sales or curtail production at one or more of our manufacturing facilities.
+Added: Therefore, our profitability with respect to these commodity products depends, in significant part, on effective procurement and facilities maintenance programs, and on managing our cost structure, particularly raw materials and labor, which represent the largest components of our operating costs.
+Added: Commodity wood product 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.
+Added: Demand for the products we purchase and distribute, as well as the products we manufacture, is correlated with new residential construction, residential repair-and-remodeling activity and light commercial construction in the U.S.
New residential construction activity has historically been volatile with demand for new residential construction influenced by seasonal weather factors, mortgage availability and rates, housing affordability constraints, home equity levels, unemployment levels, wage growth, household formation rates, domestic population growth, immigration rates, residential vacancy and foreclosure rates, demand for second homes, consumer confidence, and other general economic factors.
−Removed: Furthermore, changing demographics could impact product consumption and demand, including urbanization compounding issues around affordability, increasing importance of multi-family housing, declining size of single-family entry-level housing, increasing proportion of homes using slab-on-grade construction, reduced birthing statistics, and changing baby boomer needs freeing up housing capacity.
−Removed: Industry supply for the products we produce and distribute is influenced primarily by price-induced changes in the operating rates of existing facilities, but is also influenced over time by the introduction of new product technologies, capacity additions and closures, the restart of idled capacity, and log availability.
+Added: Furthermore, changing demographics could impact product consumption and demand, including urbanization compounding issues around affordability, increasing importance of multi-family housing, declining size of single-family entry-level housing, increasing proportion of
+Added: homes using slab-on-grade construction, reduced birthing statistics, and changing baby boomer needs freeing up housing capacity.
+Added: Industry supply for the products we distribute and produce is influenced primarily by price-induced changes in the operating rates of existing facilities, but is also influenced over time by the introduction of new product technologies, capacity additions and closures, the restart of idled capacity, and log availability.
The balance of supply and demand in the U.S.
is also heavily influenced by imported products, principally from Canada and South America.
+Added: The level of imported products is influenced by fluctuations in foreign currency exchange rates, duties, and tariffs.
We have very limited control of the preceding, and as a result, our profitability and cash flow may fluctuate materially in response to changes in the supply and demand balance for our primary products.
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If we are unable to compete effectively, our sales, operating results, and growth strategies could be negatively affected.
+Added: The building products distribution industry in which our BMD segment competes is fragmented and competitive, and the barriers to entry for local competitors are relatively low.
+Added: Competitive factors in our industry include pricing and availability of product, service and delivery capabilities, ability to assist customers with problem-solving, extension of credit terms, customer relationships, geographic coverage, and breadth of product offerings.
+Added: Also, financial stability is important to suppliers and customers when choosing distributors.
+Added: Having a sound financial position is important to our suppliers and allows for favorable terms on which to procure products.
+Added: In addition, our financial condition is also important to customers who rely on us for timely delivery across a broad range of products that are consistently in stock.
+Added: If our financial condition deteriorates in the future, our relationships with suppliers and customers may be negatively affected.
The markets for the products we manufacture in our Wood Products segment are highly competitive.
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In addition, if financial incentives provided are not sufficient, there is a risk we could lose business at the regional or national level.
−Removed: The building products distribution industry in which our BMD segment competes is fragmented and competitive, and the barriers to entry for local competitors are relatively low.
−Removed: Competitive factors in our industry include pricing and availability of product, service and delivery capabilities, ability to assist customers with problem-solving, extension of credit terms, customer relationships, geographic coverage, and breadth of product offerings.
−Removed: Also, financial stability is important to suppliers and customers when choosing distributors.
−Removed: Having a sound financial position is important to our suppliers and allows for favorable terms on which to procure products.
−Removed: In addition, our financial condition is also important to customers who rely on us for timely delivery across a broad range of products that are consistently in stock.
−Removed: If our financial condition deteriorates in the future, our relationships with suppliers and customers may be negatively affected.
Some of the businesses with which we compete are part of larger companies and therefore have access to greater financial and other resources than we do.
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Our products may compete with alternative products in certain market segments.
−Removed: For example, plastic, concrete, steel, wood/plastic or composite materials may be used by builders as alternatives to the products produced by our Wood Products segment, such as EWP and plywood.
+Added: For example, concrete, steel, or composite materials may be used by builders as alternatives to the products produced by our Wood Products segment, such as EWP and plywood.
Changes in prices for oil, chemicals, and wood-based fiber can change the competitive position of our products relative to available alternatives and could increase the substitution of those products for our products.
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Our principal manufactured products are also subject to substitution from other wood-based products, such as EWP facing competition from numerous dimension lumber producers and other strand-based EWP that we do not produce, or plywood losing further market share to OSB in residential and non-residential applications.
−Removed: In addition, we have seen an increase in floor truss capacity by some of our dealer customers, partially due to the limited supply of I-joists over the last few years.
+Added: In addition, we have seen an increase in floor truss capacity by some of our dealer customers, partially due to the limited supply of I-joists over the last few
+Added: years and lower lumber pricing.
The expansion of truss manufacturing, along with the increased use of slab-on-grade construction, could negatively impact our I-joist market share and net sales prices.
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In the future, network, system, and data breaches could result in the misappropriation of sensitive data or operational disruptions, including interruption to systems availability and denial of access to and misuse of applications required by our customers to conduct business with us.
−Removed: In addition, sophisticated hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture,
−Removed: including "bugs" and other problems that could unexpectedly interfere with the operation of the systems.
+Added: In addition, sophisticated hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the systems.
Misuse of internal applications;
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Delayed sales, slowed production, or other repercussions resulting from these disruptions could result in lost sales, business delays, and negative publicity and could have a material adverse effect on our operations, financial condition, or cash flows.
+Added: Additionally, while insurance coverage designed to address certain aspects of cyber risks is in place, such insurance could include coverage exclusions or otherwise be insufficient to cover all losses or all types of claims that may arise in connection with such incidents.
For additional information on our cybersecurity risk management, strategy, and governance, see "Item 1C.
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Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including but not limited to:
−Removed: • labor difficulties, including the inability to staff our facilities due to a global health pandemic;
+Added: • labor difficulties;
• equipment failure, particularly a press at one of our major EWP production facilities;
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As of February 15, 2026, we had ten collective bargaining agreements.
−Removed: 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.
−Removed: One agreement covering approximately 20 employees at our Billings BMD facility is set to expire on March 31, 2025, and two agreements covering approximately 730 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.
+Added: Two agreements covering approximately 700 employees at our Oakdale and Florien plywood plants expired on July 15, 2025.
+Added: The terms and conditions of these agreements remain in effect pending negotiation of new agreements.
+Added: One agreement covering approximately 80 employees at our Canadian EWP facility is set to expire on December 31, 2026.
+Added: 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, or additional collective bargaining agreements are formed, 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.
−Removed: In addition, our ability to attract and retain talent is challenging due to a shortage of both hourly and technically skilled workers for our manufacturing and distribution facilities, as well as changing workforce expectations, including flexible or remote work arrangements that we may be unable to provide.
+Added: In addition, our ability to attract and retain talent is challenging due to a shortage of both hourly and technically skilled workers for our distribution and manufacturing facilities, as well as changing workforce expectations, including flexible or remote work arrangements that we may be unable to provide.
Furthermore, changes in immigration laws and/or their enforcement, could result in tighter overall labor conditions and a shortage of skilled tradespeople.
Labor disruptions or shortages could prevent us from meeting customer demands or result in increased costs, thereby reducing our sales and profitability.
−Removed: We may be unable to attract and retain key management and other key employees.
−Removed: Our key managers are important to our success and may be difficult to replace because they have a significant amount of experience in wood products manufacturing and building materials distribution.
−Removed: While our senior management team has considerable experience, certain members of our management team are nearing or have reached retirement age.
−Removed: In addition, certain of our employees have assumed key roles in recent years and may not have the experience of retiring key managers.
−Removed: The failure to successfully formulate and implement succession plans for retiring employees, implement training plans for new key managers, or our inability to attract new talent to our Company, could result in inadequate depth of institutional knowledge or inadequate skill sets, which could adversely affect our business.
Product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers could affect our financial health.
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In the case of the general line and EWP products that we distribute, brand preference and product performance characteristics can have a high degree of influence on our customers' purchasing decisions.
−Removed: Supply chains, including key products purchased from our suppliers, may be disrupted due to labor shortages during elevated housing demand or a global health pandemic.
+Added: Supply chains, including key products purchased from our suppliers, may be disrupted due to labor shortages during elevated housing demand.
In addition, although we have agreements with many of our suppliers, such agreements are generally terminable by either party on relatively short notice.
−Removed: The loss of, or a substantial decrease in the availability of, products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cash flows.
+Added: Furthermore, one or more of our suppliers might not adhere to our quality control, legal, regulatory, labor, human rights, or environmental standards.
+Added: These deficiencies may delay or preclude delivery of merchandise to us and might not be identified before we sell such merchandise to our customers.
+Added: This failure could lead to recalls and litigation and otherwise damage our reputation, increase costs, and adversely impact our business.
+Added: As such, the loss of, or a substantial decrease in the availability of, products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cash flows.
We depend on third parties for transportation services and limited availability or increases in costs of transportation could adversely affect our business and operations.
Our business depends on the transportation of a large number of products via rail or truck.
−Removed: In Wood Products, we rely on third parties for inbound receipt of raw materials and outbound movement of finished goods.
In BMD, we rely primarily on third parties for inbound receipt of the products we resell and manage the outbound movement of products to our customers with a combination of internal and external resources.
+Added: In Wood Products, we rely on third parties for inbound receipt of raw materials and outbound movement of finished goods.
In addition, we are subject to seasonal capacity constraints and weather-related delays for rail and truck transportation.
If any of these providers fail to deliver raw materials or finished goods for resale to us in a timely manner, we may be unable to meet our customer demands.
−Removed: In addition, if any of our third-party transportation providers fail to deliver the goods we manufacture or distribute in a timely manner, we may be unable to sell those products at full value.
+Added: In addition, if any of our third-party transportation providers fail to deliver the goods we distribute or manufacture in a timely manner, we may be unable to sell those products at full value.
In addition, if any of these third parties were to cease operations or cease doing business with us, we may be unable to replace them at a reasonable cost.
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Changes in global climate conditions could amplify one or more of these factors.
−Removed: If we are unable to negotiate purchases for our log requirements in a particular region to satisfy our log needs at satisfactory prices or at all, which could include private purchases, open-market purchases, and purchases from governmental sources, it could have an adverse effect on our results of operations.
+Added: If we are unable to negotiate purchases for our log requirements in a particular region to satisfy our log needs at satisfactory prices or at all, which could include private purchases, open-market purchases, and purchases from governmental sources, it could have a material adverse effect on our results of operations.
We also purchase OSB, which is used as the vertical web to assemble I-joists.
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.
−Removed: OSB is a commodity, and prices have historically been volatile in response to industry capacity restarts and operating rates, inventory levels in various distribution channels, and seasonal demand patterns.
−Removed: 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.
−Removed: Lumber input costs are subject to similar commodity-based volatility characteristics noted above for OSB.
+Added: 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.
+Added: 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.
+Added: Veneer and lumber input costs are subject to similar commodity-based volatility characteristics noted above for OSB.
+Added: 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.
+Added: We may be unable to attract and retain key management and other key employees.
+Added: Our key managers are important to our success and may be difficult to replace because they have a significant amount of experience in building materials distribution and wood products manufacturing.
+Added: While our senior management team has considerable experience, certain members of our management team are nearing or have reached retirement age.
+Added: In addition, certain of our employees have assumed key roles in recent years and may not have the experience of retiring key managers.
+Added: The failure to successfully formulate and implement succession plans for retiring employees, implement training plans for new key managers, or our inability to attract new talent to our Company, could result in inadequate depth of institutional knowledge or inadequate skill sets, which could adversely affect our business.
Our strategy includes both organic growth and pursuing acquisitions, which we may be unable to execute efficiently and effectively.
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In addition, organic growth investments may divert management's attention and resources from existing operations.
−Removed: Our failure to effectively expand our product and service offerings in our previously announced greenfield distribution centers in Texas and South Carolina or future projects, realize expected benefits, or manage other consequences of our organic growth could adversely affect our financial condition, operating results, and cash flows.
−Removed: We evaluate potential acquisitions from time to time and have, in the past, grown through acquisitions.
+Added: Our failure to effectively expand our product and service offerings at our recently opened greenfield distribution center in Hondo, Texas or future projects, realize expected benefits, or manage other consequences of our organic growth could adversely affect our financial condition, operating results, and cash flows.
+Added: We evaluate potential acquisitions from time to time and have, in the most recently completed fiscal year and prior years, grown through acquisitions.
In the future, we may be unable to successfully identify attractive potential acquisitions or effectively integrate potential acquisitions due to multiple factors, including those noted below, and potential issues related to regulatory review of the proposed transactions.
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Acquisitions involve significant risks and uncertainties, including some that may not be identifiable or resolvable in due diligence.
−Removed: Subsequent to making the investment, the performance of the acquired assets is subject to economic uncertainties, as described
−Removed: in our other risk factors, uncertainties related to the achievement of expected synergies, as well as difficulties integrating acquired personnel into our business, the potential loss of key employees, customers, or suppliers, difficulties in integrating different computer and accounting systems, exposure to unknown or unforeseen liabilities of acquired companies, and the diversion of management attention and resources from existing operations.
+Added: Subsequent to making the investment, the performance of the acquired assets is subject to economic uncertainties, as described in our other risk factors, uncertainties related to the achievement of expected synergies, as well as difficulties integrating acquired personnel into our business, the potential loss of key employees, customers, or suppliers, difficulties in integrating different computer and accounting systems, exposure to unknown or unforeseen liabilities of acquired companies, and the diversion of management attention and resources from existing operations.
Our failure to integrate future acquired businesses effectively, realize expected benefits, or manage other consequences of our acquisitions could adversely affect our financial condition, operating results, and cash flows.
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New technological developments, including the development of artificial intelligence, are rapidly evolving.
−Removed: Our long-term strategy depends, in part, on our ability to identify and adapt to evolving technological trends in order to leverage potential benefits for us and our vendor and customer partners.
+Added: Our long-term strategy depends, in part, on our ability to identify and adapt to evolving technological trends in order
+Added: to leverage potential benefits for us and our vendor and customer partners.
Slow-moving initiatives may cause us to fall behind competitors in identifying value in new markets, creating relevant business insights, and identifying cost-cutting capabilities.
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including the expansion of our EWP capacity, the replacement or rebuild of veneer dryers and log utilization centers (or improvements to other manufacturing equipment), purchasing and leasing new or additional land and warehouse space for expansions related to our distribution centers and door and millwork facilities, and increasing our outdoor storage acreage.
−Removed: These organic growth investments, along with recent acquisitions, have increased our base level of capital expenditures needed for the replacement and maintenance of our asset base.
+Added: These organic growth investments, along with recent
+Added: acquisitions, have increased our base level of capital expenditures needed for the replacement and maintenance of our asset base.
In addition, the recent inflationary environment has increased the cost of machinery and equipment needed for our operations.
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• sell or transfer certain assets.
−Removed: • in the case of our revolving credit facility, make prepayments on our senior notes and subordinated indebtedness.
−Removed: In addition, our revolving credit facility provides that if an event of default occurs or excess availability under our revolving credit facility drops below a threshold amount equal to the greater of 10% of the Line Cap (as defined in the Amended Agreement) and $35 million (and until such time as excess availability for two consecutive fiscal months exceeds that threshold amount and no event of default has occurred and is continuing), we will be required to maintain a monthly minimum fixed charge coverage ratio of 1.0:1.0, determined on a trailing twelve-month basis.
Our failure to comply with any of these covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of all of our indebtedness.
Risks Relating to Laws and Regulations
+Added: Changes in or failure to comply with laws and regulations could adversely impact our business, financial condition and results of operations.
+Added: We are subject to a wide array of federal, state, and local laws and regulations relating to (among other things), safety, marketing, labor and employment, imports and customs, transportation, intellectual property, anti-corruption, and social matters.
+Added: These laws and regulations may expand mandatory reporting, increase the scope and complexity of matters that we are
+Added: required to regulate, assess, and disclose, potentially limit our sourcing flexibility or require extensive system or other changes that could increase the cost of doing business.
+Added: Failure to comply could result in harm to our customers, employees, suppliers or others, significant costs to satisfy compliance, remediation or compensatory requirements, or the imposition of severe penalties or restrictions on operations by governmental agencies or courts that could adversely affect our business, results of operations and financial condition.
+Added: The impact of changes to or the introduction of new laws, regulations and policies and enforcement practices, can be unpredictable.
+Added: These may require extensive system and operational changes, be difficult to implement, increase the cost of doing business, require significant capital expenditures, adversely impact the products or services we offer, or result in adverse publicity and harm to our reputation.
+Added: If we fail to comply or respond adequately to changes in laws and regulations, our business, results of operations, and financial condition may be adversely affected.
Changes in foreign trade policy, including the imposition of tariffs, could impact our product pricing and input costs.
−Removed: Our Wood Products and BMD segments could be negatively impacted by changes in tariffs, duties, taxes, or customs resulting from changes in U.S.
+Added: Our BMD and Wood Products segments could be negatively impacted by changes in tariffs, duties, taxes, or customs resulting from changes in U.S.
and foreign trade policy.
−Removed: We export finished wood products and other building materials to foreign markets, primarily to Canada.
+Added: We export finished wood products and other building materials to foreign markets, primarily to Canada, the Caribbean, and Mexico.
In addition, we purchase raw materials to be used as inputs in our manufacturing business and inventory purchased for resale in our distribution business from suppliers and manufacturers that are located outside of the United States.
Given the nature of our business operations, actions taken by the U.S.
−Removed: government regarding trade policy, such as renegotiating or terminating existing trade agreements or leveraging tariffs, could adversely impact our product pricing and input costs, the supply of products available to us, as well as the demand for the products we manufacture and distribute.
+Added: government regarding trade policy, such as renegotiating or terminating existing trade agreements or levying tariffs, could adversely impact our product pricing and input costs, the supply of products available to us, as well as the demand for the products we distribute and manufacture.
Further, if we experience increases in input costs, we may be unable to pass these cost increases along to our customers, thereby reducing our margins.
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Ongoing efforts to comply with evolving laws and regulations may require subsequent modifications to our policies, procedures and systems.
−Removed: We will continue to monitor and assess the impact of regulatory legislation, which may impose substantial
−Removed: penalties for violations, increased costs for investigations, monitoring and compliance, potential litigation, and possible damage to our reputation, all of which could have a material adverse effect on our operations, financial condition, or cash flows.
+Added: We will continue to monitor and assess the impact of changing laws and regulations, which may impose substantial penalties for violations, increased costs for investigations, monitoring and compliance, potential litigation, and possible damage to our reputation, all of which could have a material adverse effect on our operations, financial condition, or cash flows.
The impacts of climate change, and related legislative and regulatory responses intended to reduce climate change, may adversely impact our business.
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Inconsistency of legislation and regulations among jurisdictions may also affect the costs of compliance with such laws and regulations.
−Removed: Any assessment of the potential impact or timing of future climate change legislation, regulations, or industry standards is uncertain, given the evolving nature of the heightened focus on climate change.
+Added: Any assessment of the potential impact or timing of future climate change legislation, regulations, or industry standards is uncertain, given the evolving focus on climate change.
For additional information on how climate change regulation and compliance affects our business, see "Environmental" in "Item 7.
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The nature of our business exposes us to product liability, product warranty, casualty, manufacturing and construction defects, and other claims.
−Removed: We may be involved in product liability, product warranty, casualty, manufacturing and construction defects, and other claims relating to the products we manufacture and distribute, and services we provide.
+Added: We may be involved in product liability, product warranty, casualty, manufacturing and construction defects, and other claims relating to the products we distribute and manufacture, and services we provide.
We also rely on manufacturers and other suppliers to provide us with many of the products we sell and distribute.
−Removed: Because we do not have direct control over the quality of such products manufactured or supplied by such third-party suppliers, we are exposed to risks relating to the quality
−Removed: of such products.
+Added: Because we do not have direct control over the quality of such products manufactured or supplied by such third-party suppliers, we are exposed to risks relating to the quality of such products.
In addition, we are exposed to potential claims arising from the conduct of our employees, and homebuilders and their subcontractors, for which we may be contractually liable.
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In November 2017, our board of directors approved a dividend policy pursuant to which we have paid quarterly cash dividends to holders of our common stock.
−Removed: In addition to these quarterly dividends, we also paid special dividends in each of the last five years.
−Removed: However, the future declaration and payment of dividends will continue to be at the discretion of our board of directors and the dividend policy may be suspended or canceled at its discretion at any time.
−Removed: Declaration of future dividends will depend upon legal capital requirements and surplus, our future operations and earnings, general financial condition, material cash requirements, restrictions imposed by our asset-based credit facility and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.
+Added: In addition to these quarterly dividends, we also paid special dividends in certain periods.
+Added: However, the future declaration, including amount per share, record date and payment date, of dividends will continue to be at the discretion of our board of directors and the dividend policy may be suspended or canceled at its discretion at any time.
+Added: Declaration of future dividends will depend upon legal capital requirements and surplus, our future operations and earnings, general financial condition, material cash requirements, restrictions imposed by our revolving credit facility and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.
Unless we continue to pay cash dividends on our common stock in the future, the success of an investment in our common stock will depend entirely upon its appreciation.
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Certain provisions of our organizational documents and other contractual provisions may make it difficult for stockholders to change the composition of our board of directors and may discourage hostile takeover attempts that some of our stockholders may consider to be beneficial.
−Removed: Certain provisions of our certificate of incorporation and bylaws may have the effect of delaying or preventing changes in control if our board of directors, in exercising its duty of care, determines that such changes in control are not in the best interests of the company and our stockholders.
+Added: Certain provisions of our certificate of incorporation and bylaws may have the effect of delaying or preventing changes in control if our board of directors, in exercising its duty of care, determines that such changes in control are not in the best
+Added: interests of the Company and our stockholders.
The provisions in our certificate of incorporation and bylaws include, among other things, the following:
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• advance notice procedures for nominating candidates to our board of directors or presenting matters at stockholder meetings;
−Removed: • removal of directors only for cause;
• allowing only our board of directors the ability to create additional director seats and fill vacancies on our board of directors;
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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.