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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 15, 2024
BOISE CASCADE COMPANY
(Exact name of registrant as specified in its charter)
Delaware
1-35805
20-1496201
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1111 West Jefferson Street, Suite 300
Boise, Idaho 83702-5389
(Address of principal executive offices) (Zip Code)
(208) 384-6161
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareBCCNew York Stock Exchange


Item 2.02 Results of Operations and Financial Condition.
On February 20, 2024, Boise Cascade Company ("Boise Cascade" or the "Company") issued a press release announcing its fourth quarter and full year 2023 financial results, a copy of which is furnished as Exhibit 99.1 to this Report on Form 8-K. Additionally, Exhibit 99.2, a copy of which is attached hereto, includes certain statistical information related to the Company's quarterly performance.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(b). Departure of Certain Officers

On February 15, 2024, Mike Brown, EVP Wood Products of Boise Cascade Company, notified the Company of his retirement effective May 3, 2024.

Item 5.02(c). Appointment of Certain Officers

On February 20, 2024, Boise Cascade issued a press release announcing that on February 15, 2024, the Board of Directors of Boise Cascade appointed Troy Little, age 56, as EVP Wood Products, with an effective date of February 19, 2024. Mr. Little became Senior Vice President, Finance and Commodity Sales, Wood Products, in October 2023. His previous positions with the Company include: Vice President, Finance & Commodity Sales, Wood Products, from May 2022 through October 2023; Director of Finance & Commodity Sales, Wood Products, from May 2020 through May 2022; Financial Manager, Wood Products, from May 2018 through May 2020; and Division Controller, Wood Products, from October 2016 through May 2018. Mr. Little received a bachelor’s degree in Business Administration from the College of Idaho, Caldwell, ID.

In connection with his appointment as EVP Wood Products, on February 15, 2024, the Compensation Committee of the Board of Directors approved Mr. Little’s annual base salary of $540,000 and an annual short-term incentive target of 80% of annual base salary, with an effective date of February 19, 2024. Mr. Little entered into a new severance agreement, effective February 19, 2024, a form of which is filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed October 31, 2022.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

The following exhibits are furnished as part of this Report on Form 8-K:
ExhibitDescription
101Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BOISE CASCADE COMPANY
By/s/ Jill Twedt
Jill Twedt
Senior Vice President, General Counsel and Secretary
Date: February 20, 2024




Boise Cascade CompanyExhibit 99.1
1111 West Jefferson Street, Suite 300
Boise, ID 83702
News Release
bcclogoa02a05.jpg

Investor Relations Contact - Kelly Hibbs
investor@bc.com
Media Contact - Lisa Tschampl
mediarelations@bc.com

For Immediate Release: February 20, 2024

Boise Cascade Company Reports Fourth Quarter and Full Year 2023 Results

BOISE, Idaho - Boise Cascade Company ("Boise Cascade," the "Company," "we," or "our") (NYSE: BCC) today reported fourth quarter net income of $97.5 million, or $2.44 per share, on sales of $1.6 billion. For the full year 2023, Boise Cascade reported net income of $483.7 million, or $12.12 per share, on sales of $6.8 billion. For 2022 comparative results, see the table below.

"We closed out 2023 with a fourth quarter that delivered strong financial performance, further execution of our growth strategies through organic and acquisition initiatives, and meaningful returns to our shareholders through share price gains and dividends. I remain humbled and grateful for our team as we continue to execute on strategies that position us to serve and support our vendor and customer partners into the future," stated Nate Jorgensen, CEO. "As we look forward to 2024, we are optimistic about new single-family residential construction activity and have great confidence in our people to execute our strategy independent of the market backdrop. In addition, our balance sheet remains strong, and we remain committed to our balanced approach to capital allocation and look forward to executing our reinvestment and growth projects included in our expanded capital plan."

Fourth Quarter and Year End 2023 Highlights
4Q 20234Q 2022% change20232022% change
(in thousands, except per-share data and percentages)
Consolidated Results
Sales$1,644,256 $1,628,306 1 %$6,838,245 $8,387,307 (18)%
Net income97,535 117,360 (17)%483,656 857,658 (44)%
Net income per common share - diluted2.44 2.95 (17)%12.12 21.56 (44)%
Adjusted EBITDA 1
160,582 188,174 (15)%756,697 1,257,564 (40)%
Segment Results
Wood Products sales$449,676 $425,602 6 %$1,932,602 $2,115,896 (9)%
Wood Products income64,128 74,978 (14)%337,132 575,167 (41)%
Wood Products EBITDA 1
92,693 99,708 (7)%435,842 648,475 (33)%
Building Materials Distribution sales1,492,614 1,443,780 3 %6,178,690 7,643,615 (19)%
Building Materials Distribution income70,497 92,455 (24)%335,808 627,091 (46)%
Building Materials Distribution EBITDA 1
80,613 99,396 (19)%368,161 654,096 (44)%
1 For reconciliations of non-GAAP measures, see summary notes at the end of this press release.



In fourth quarter 2023, total U.S. housing starts and single-family housing starts increased 4% and 23%, respectively, compared to the same period in 2022. For the full year 2023, total and single-family housing starts decreased 9% and 6%, respectively, compared to the same period in 2022. Single-family housing starts are the key demand driver for our sales.

Wood Products

Wood Products' sales, including sales to Building Materials Distribution (BMD), increased $24.1 million, or 6%, to $449.7 million for the three months ended December 31, 2023, from $425.6 million for the three months ended December 31, 2022. The increase in sales was driven by higher sales volumes for I-joists and LVL (collectively referred to as EWP). The increase was offset partially by lower sales prices across all product lines and lower plywood sales volumes. Wood Products' segment income decreased $10.9 million to $64.1 million for the three months ended December 31, 2023, from $75.0 million for the three months ended December 31, 2022. The decrease in segment income was due primarily to lower EWP and plywood sales prices, accelerated depreciation of $6.2 million for the previously announced indefinite curtailment of lumber production at our Chapman, Alabama facility, and an increase in other manufacturing costs. These decreases in segment income were offset partially by higher EWP sales volumes and lower wood fiber costs.

For the year ended December 31, 2023, sales, including sales to BMD, decreased $183.3 million, or 9%, to $1,932.6 million from $2,115.9 million in 2022. The decrease in sales was driven by lower sales prices across all product lines and lower EWP sales volumes. These decreases were offset partially by higher plywood sales volumes. Wood Products' segment income decreased $238.1 million to $337.1 million for the year ended December 31, 2023, from $575.2 million for the year ended December 31, 2022. The decrease in segment income was due primarily to lower plywood and EWP sales prices, as well as lower EWP sales volumes. In addition, segment income was negatively impacted by an increase in depreciation and amortization expense related to the Coastal Plywood acquisition and accelerated depreciation on lumber production assets, as mentioned above. These decreases in segment income were offset partially by lower wood fiber costs and higher plywood sales volumes.

Comparative average net selling prices and sales volume changes for EWP and plywood are as follows:
    
4Q 2023 vs. 4Q 20222023 vs. 2022
 Average Net Selling Prices
    LVL(13)%(2)%
    I-joists(18)%(4)%
    Plywood(5)%(29)%
 Sales Volumes
    LVL29%(1)%
    I-joists79%(4)%
    Plywood(8)%21%
    
Building Materials Distribution

BMD's sales increased $48.8 million, or 3%, to $1,492.6 million for the three months ended December 31, 2023, from $1,443.8 million for the three months ended December 31, 2022. Compared with the same quarter in the prior year, the increase in sales was driven by sales volume increases of 13%, offset partially by sales price decreases of 10%. By product line, commodity sales decreased 8%, general line product sales increased 13%, and EWP sales (substantially all of which are sourced through our Wood Products segment) increased 10%. BMD segment income decreased $22.0 million to $70.5 million for the three months ended December 31, 2023, from $92.5 million for the three months ended December 31, 2022. The decline in segment income was driven by increased selling and distribution expenses of $12.9 million compared with the same quarter in the prior year. In addition, general and administrative expenses increased $5.7 million, due partially to acquisition-related costs for the previously announced BROSCO acquisition. Depreciation and amortization expenses also increased $3.2 million due primarily to increased capital expenditures, as well as the BROSCO acquisition. BMD's gross margins were flat when compared with the same quarter in the prior year.

2

For the year ended December 31, 2023, sales decreased $1,464.9 million, or 19%, to $6,178.7 million from $7,643.6 million in 2022. The decrease in sales was driven by sales price and sales volume decreases of 16% and 3%, respectively. By product line, commodity sales decreased 32%, general line product sales decreased 4%, and EWP sales decreased 16%. BMD segment income decreased $291.3 million to $335.8 million for the year ended December 31, 2023, from $627.1 million for the year ended December 31, 2022. The decrease in segment income was driven by a gross margin decrease of $276.0 million, resulting primarily from gross margin declines on EWP and commodity products and lower sales volumes across all product lines compared with 2022. In addition, general and administrative expenses increased $7.8 million, due partially to acquisition-related costs for the BROSCO acquisition. Depreciation and amortization expenses also increased $5.3 million due primarily to increased capital expenditures, as well as the BROSCO acquisition.

Balance Sheet and Liquidity

Boise Cascade ended fourth quarter 2023 with $949.6 million of cash and cash equivalents and $395.9 million of undrawn committed bank line availability, for total available liquidity of $1,345.5 million. The Company had $445.3 million of outstanding debt at December 31, 2023.

Capital Allocation

During the year ended December 31, 2023, the Company used a combined $378.2 million of cash for capital spending and the acquisition of BROSCO. We expect capital expenditures in 2024, excluding potential acquisition spending, to total approximately $250 million to $270 million. Our 2024 capital expenditures range includes spending on previously announced projects to add I-joist production capabilities at our Thorsby EWP mill and converting a plywood layup line to a parallel laminated veneer line at our Chapman, Alabama plywood facility. At our Oakdale, Louisiana facility, multiple investment projects are planned over the next two years which include upgrade and redesign of the log utilization center, a new veneer dryer and press, and modification of an existing veneer dryer. In addition, our 2024 capital expenditures range includes spending on the previously announced greenfield distribution centers in Texas and South Carolina in our BMD segment.
    
For the year ended December 31, 2023, the Company paid common stock dividends of $346.5 million, or $8.70 per share. In addition, on February 6, 2024, our board of directors declared a quarterly dividend of $0.20 per share on our common stock, payable on March 15, 2024, to stockholders of record on February 23, 2024.

For the year ended December 31, 2023, the Company paid $6.4 million for the repurchase of 75,678 shares of our common stock. As of December 31, 2023, approximately 1.9 million shares were available for repurchase under our existing share repurchase program.

Outlook

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. Residential construction, particularly new single-family construction, is the key demand driver for the products we manufacture and distribute. Recent industry forecasts for 2024 U.S. housing starts are generally consistent with actual housing starts of 1.42 million in 2023, as reported by the U.S. Census Bureau. Despite recent declines in mortgage rates and homebuilders responding with various mechanisms to attract buyers, home affordability remains a challenge for consumers. However, with a resilient economy and elevated mortgage rates, which limits existing home inventory for sale, new residential construction is expected to remain an important source of supply for homebuyers. Within new residential construction, the recent reduction in rates and potential for future rate reductions has created optimism that single-family starts will reflect year-over-year growth. However, there is reservation that multi-family starts may pull back from recent record highs due to capital costs for developers combined with cooling rents and elevated supply. Regarding home improvement spending, the age of U.S. housing stock and elevated levels of homeowner equity have provided a favorable backdrop for repair-and-remodel spending. In 2023, year-over-year growth rates in renovation spending moderated due to economic uncertainty and higher borrowing costs. While home improvement spending is expected to remain robust compared to history, recent industry forecasts project mid-single-digit declines in 2024. Ultimately, macroeconomic factors, the level and expectations for mortgage rates, home affordability, home equity levels, and other factors will likely influence the near-term demand environment for the products we manufacture and distribute.

3

As a manufacturer of certain commodity products, we have sales and profitability exposure to declines in commodity product prices and rising input costs. Our distribution business purchases and resells a broad mix of products with periods of increasing prices providing the opportunity for higher sales and increased margins, while declining price environments expose us to declines in sales and profitability. Future product pricing, particularly commodity products pricing and input costs, may be volatile in response to 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.
    
About Boise Cascade
    
Boise Cascade Company is one of the largest producers of engineered wood products and plywood in North America and a leading U.S. wholesale distributor of building products. For more information, please visit the Company's website at www.bc.com.

Webcast and Conference Call

Boise Cascade will host a webcast and conference call to discuss fourth quarter and full year earnings on Wednesday, February 21, 2024, at 11 a.m. Eastern.

To join the webcast, go to the Investors section of our website at www.bc.com/investors and select the Event Calendar link. Analysts and investors who wish to ask questions during the Q&A session can register for the call here.

The archived webcast will be available in the Investors section of Boise Cascade's website.

Use of Non-GAAP Financial Measures
    
We refer to the terms EBITDA and Adjusted EBITDA in this earnings release and the accompanying Quarterly Statistical Information as supplemental measures of our performance and liquidity that are not required by or presented in accordance with generally accepted accounting principles in the United States (GAAP). We define EBITDA as income before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps.

We believe EBITDA and Adjusted EBITDA are meaningful measures because they present a transparent view of our recurring operating performance and allow management to readily view operating trends, perform analytical comparisons, and identify strategies to improve operating performance. We also believe EBITDA and Adjusted EBITDA are useful to investors because they provide a means to evaluate the operating performance of our segments and our Company on an ongoing basis using criteria that are used by our management and because they are frequently used by investors and other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates. EBITDA and Adjusted EBITDA, however, are not measures of our liquidity or financial performance under GAAP and should not be considered as alternatives to net income, income from operations, or any other performance measure derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity. The use of EBITDA and Adjusted EBITDA instead of net income or segment income have limitations as analytical tools, including: the inability to determine profitability; the exclusion of interest expense, interest income, and associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs. Management compensates for these limitations by relying on our GAAP results. Our measures of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.
    
4

Forward-Looking Statements

This press release includes statements about our expectations of future operational and financial performance that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, but not limited to, statements regarding our outlook. Statements preceded or followed by, or that otherwise include, the words "believes," "expects," "anticipates," "intends," "project," "estimates," "plans," "forecast," "is likely to," and similar expressions or future or conditional verbs such as "will," "may," "would," "should," and "could" are generally forward-looking in nature and not historical facts. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. The accuracy of such statements is subject to a number of risks, uncertainties, and assumptions that could cause our actual results to differ materially from those projected, including, but not limited to, prices for building products, changes in the competitive position of our products, commodity input costs, the effect of general economic conditions, our ability to efficiently and effectively integrate the BROSCO and Coastal Plywood acquisitions, mortgage rates and availability, housing demand, housing vacancy rates, governmental regulations, unforeseen production disruptions, as well as natural disasters. These and other factors that could cause actual results to differ materially from such forward-looking statements are discussed in greater detail in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release. We undertake no obligation to revise them in light of new information. Finally, we undertake no obligation to review or confirm analyst expectations or estimates that might be derived from this release.

5

Boise Cascade Company
Consolidated Statements of Operations
(in thousands, except per-share data) (unaudited)
Three Months EndedYear Ended
December 31September 30, 2023December 31
2023202220232022
Sales$1,644,256 $1,628,306 $1,834,441 $6,838,245 $8,387,307 
Costs and expenses 
Materials, labor, and other operating expenses (excluding depreciation)1,310,062 1,288,717 1,442,178 5,409,311 6,472,540 
Depreciation and amortization39,085 31,982 31,474 132,467 101,593 
Selling and distribution expenses143,796 130,145 147,714 559,503 553,251 
General and administrative expenses30,241 22,375 27,583 114,434 103,750 
Other (income) expense, net(104)(689)(141)(1,856)(1,676)
1,523,080 1,472,530 1,648,808 6,213,859 7,229,458 
Income from operations121,176 155,776 185,633 624,386 1,157,849 
Foreign currency exchange gain (loss)362 457 (602)7 (1,584)
Pension expense (excluding service costs)(41)(41)(40)(163)(294)
Interest expense(6,445)(6,443)(6,351)(25,496)(25,412)
Interest income13,142 7,575 13,760 48,106 12,263 
Change in fair value of interest rate swaps(993)(35)(327)(1,791)3,559 
6,025 1,513 6,440 20,663 (11,468)
Income before income taxes127,201 157,289 192,073 645,049 1,146,381 
Income tax provision(29,666)(39,929)(49,005)(161,393)(288,723)
Net income$97,535 $117,360 $143,068 $483,656 $857,658 
Weighted average common shares outstanding:
  Basic39,653 39,544 39,675 39,649 39,526 
  Diluted40,020 39,830 39,983 39,901 39,772 
Net income per common share:
  Basic$2.46 $2.97 $3.61 $12.20 $21.70 
  Diluted$2.44 $2.95 $3.58 $12.12 $21.56 
Dividends declared per common share$5.20 $1.15 $0.20 $8.70 $4.01 


6

Wood Products Segment
Statements of Operations
(in thousands, except percentages) (unaudited)
Three Months EndedYear Ended
December 31September 30, 2023December 31
2023202220232022
Segment sales$449,676 $425,602 $515,225 $1,932,602 $2,115,896 
Costs and expenses    
Materials, labor, and other operating expenses (excluding depreciation)340,845 312,143 376,754 1,432,745 1,405,417 
Depreciation and amortization28,565 24,730 23,350 98,710 73,308 
Selling and distribution expenses11,215 10,397 10,786 45,116 41,140 
General and administrative expenses4,844 3,751 5,018 20,404 21,940 
Other (income) expense, net79 (397)(257)(1,505)(1,076)
385,548 350,624 415,651 1,595,470 1,540,729 
Segment income$64,128 $74,978 $99,574 $337,132 $575,167 
(percentage of sales)
Segment sales100.0  %100.0  %100.0 %100.0 %100.0 %
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)75.8 %73.3 %73.1 %74.1 %66.4 %
Depreciation and amortization6.4 %5.8 %4.5 %5.1 %3.5 %
Selling and distribution expenses2.5 %2.4 %2.1 %2.3 %1.9 %
General and administrative expenses1.1 %0.9 %1.0 %1.1 %1.0 %
Other (income) expense, net— %(0.1 %)— %(0.1 %)(0.1 %)
85.7 %82.4 %80.7 %82.6 %72.8 %
Segment income14.3 %17.6 %19.3 %17.4 %27.2 %

7

Building Materials Distribution Segment
Statements of Operations
(in thousands, except percentages) (unaudited)
Three Months EndedYear Ended
December 31September 30, 2023December 31
2023202220232022
Segment sales$1,492,614 $1,443,780 $1,670,296 $6,178,690 $7,643,615 
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)1,265,493 1,216,198 1,417,153 5,249,211 6,438,103 
Depreciation and amortization10,116 6,941 7,781 32,353 27,005 
Selling and distribution expenses132,635 119,748 136,982 514,513 512,111 
General and administrative expenses14,100 8,387 11,195 47,414 39,651 
Other (income) expense, net(227)51 109 (609)(346)
1,422,117 1,351,325 1,573,220 5,842,882 7,016,524 
Segment income $70,497 $92,455 $97,076 $335,808 $627,091 
(percentage of sales)
Segment sales100.0 %100.0 %100.0 %100.0 %100.0 %
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)84.8 %84.2 %84.8 %85.0 %84.2 %
Depreciation and amortization0.7 %0.5 %0.5 %0.5 %0.4 %
Selling and distribution expenses8.9 %8.3 %8.2 %8.3 %6.7 %
General and administrative expenses0.9 %0.6 %0.7 %0.8 %0.5 %
Other (income) expense, net— %— %— %— %— %
95.3 %93.6 %94.2 %94.6 %91.8 %
Segment income 4.7 %6.4 %5.8 %5.4 %8.2 %

8

Segment Information
(in thousands) (unaudited)
Three Months EndedYear Ended
December 31September 30, 2023December 31
2023202220232022
Segment sales
Wood Products$449,676 $425,602 $515,225 $1,932,602 $2,115,896 
Building Materials Distribution1,492,614 1,443,780 1,670,296 6,178,690 7,643,615 
Intersegment eliminations(298,034)(241,076)(351,080)(1,273,047)(1,372,204)
Total net sales$1,644,256 $1,628,306 $1,834,441 $6,838,245 $8,387,307 
Segment income
Wood Products$64,128 $74,978 $99,574 $337,132 $575,167 
Building Materials Distribution70,497 92,455 97,076 335,808 627,091 
Total segment income134,625 167,433 196,650 672,940 1,202,258 
Unallocated corporate costs(13,449)(11,657)(11,017)(48,554)(44,409)
Income from operations$121,176 $155,776 $185,633 $624,386 $1,157,849 
Segment EBITDA
Wood Products$92,693 $99,708 $122,924 $435,842 $648,475 
Building Materials Distribution80,613 99,396 104,857 368,161 654,096 

See accompanying summary notes to consolidated financial statements and segment information.


9

Boise Cascade Company
Consolidated Balance Sheets
(in thousands) (unaudited)
December 31, 2023December 31, 2022
ASSETS
Current
Cash and cash equivalents$949,574 $998,344 
Receivables 
Trade, less allowances of $3,278 and $3,264
352,780 297,237 
Related parties181 19 
Other20,740 23,023 
Inventories712,369 697,551 
Prepaid expenses and other21,170 47,878 
Total current assets2,056,814 2,064,052 
 
Property and equipment, net932,633 770,023 
Operating lease right-of-use assets62,868 55,582 
Finance lease right-of-use assets24,003 26,501 
Timber deposits7,208 7,519 
Goodwill170,254 137,958 
Intangible assets, net190,743 161,433 
Deferred income taxes4,854 6,116 
Other assets9,269 11,330 
Total assets$3,458,646 $3,240,514 

10

Boise Cascade Company
Consolidated Balance Sheets (continued)
(in thousands, except per-share data) (unaudited)
December 31, 2023December 31, 2022
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade$310,175 $269,785 
Related parties1,501 1,019 
Accrued liabilities 
Compensation and benefits149,561 142,463 
Interest payable9,958 9,955 
Other122,921 122,606 
Total current liabilities594,116 545,828 
Debt 
Long-term debt445,280 444,392 
Other 
Compensation and benefits40,189 33,226 
Operating lease liabilities, net of current portion56,425 48,668 
Finance lease liabilities, net of current portion28,084 30,022 
Deferred income taxes82,014 63,454 
Other long-term liabilities16,874 16,949 
223,586 192,319 
 
Commitments and contingent liabilities 
Stockholders' equity 
Preferred stock, $0.01 par value per share; 50,000 shares authorized, no shares issued and outstanding
— — 
Common stock, $0.01 par value per share; 300,000 shares authorized, 44,983 and 44,827 shares issued, respectively
450 448 
Treasury stock, 5,443 and 5,367 shares at cost, respectively
(145,335)(138,909)
Additional paid-in capital
560,697 551,215 
Accumulated other comprehensive loss
(517)(520)
Retained earnings1,780,369 1,645,741 
Total stockholders' equity2,195,664 2,057,975 
Total liabilities and stockholders' equity$3,458,646 $3,240,514 

11

Boise Cascade Company
Consolidated Statements of Cash Flows
(in thousands) (unaudited)
Year Ended December 31
20232022
Cash provided by (used for) operations
Net income$483,656 $857,658 
Items in net income not using (providing) cash 
Depreciation and amortization, including deferred financing costs and other
135,414 103,879 
Stock-based compensation15,410 11,870 
Pension expense163 294 
Deferred income taxes(180)59,666 
Change in fair value of interest rate swaps1,791 (3,559)
Other(1,898)(1,043)
Decrease (increase) in working capital, net of acquisitions 
Receivables(35,024)158,073 
Inventories22,286 (13,903)
Prepaid expenses and other(824)(2,834)
Accounts payable and accrued liabilities37,146 (100,354)
Pension contributions(553)(1,058)
Income taxes payable28,590 (30,561)
Other1,481 3,091 
Net cash provided by operations687,458 1,041,219 
Cash provided by (used for) investment
Expenditures for property and equipment(215,438)(114,117)
Acquisitions of businesses and facilities, net of cash acquired(162,774)(515,237)
Proceeds from sales of assets and other2,660 3,898 
Net cash used for investment(375,552)(625,456)
Cash provided by (used for) financing
Dividends paid on common stock(346,493)(159,564)
Tax withholding payments on stock-based awards(5,926)(3,930)
Treasury stock purchased(6,426)— 
Payments of deferring financing costs— (1,174)
Other(1,831)(1,658)
Net cash used for financing(360,676)(166,326)
Net increase (decrease) in cash and cash equivalents(48,770)249,437 
Balance at beginning of the period998,344 748,907 
Balance at end of the period$949,574 $998,344 
12

Summary Notes to Consolidated Financial Statements and Segment Information
The Consolidated Statements of Operations, Segment Statements of Operations, Consolidated Balance Sheets, Consolidated Statements of Cash Flows, and Segment Information presented herein do not include the notes accompanying the Company's Consolidated Financial Statements and should be read in conjunction with the Company’s 2023 Form 10-K and the Company's other filings with the Securities and Exchange Commission. Net income for all periods presented involved estimates and accruals.
EBITDA represents income before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps. The following table reconciles net income to EBITDA and Adjusted EBITDA for (i) the three months ended December 31, 2023 and 2022, (ii) the three months ended September 30, 2023, and (iii) the year ended December 31, 2023 and 2022:
Three Months EndedYear Ended
December 31September 30, 2023December 31
2023202220232022
(in thousands)
Net income$97,535 $117,360 $143,068 $483,656 $857,658 
Interest expense6,445 6,443 6,351 25,496 25,412 
Interest income(13,142)(7,575)(13,760)(48,106)(12,263)
Income tax provision29,666 39,929 49,005 161,393 288,723 
Depreciation and amortization39,085 31,982 31,474 132,467 101,593 
EBITDA159,589 188,139 216,138 754,906 1,261,123 
Change in fair value of interest rate swaps993 35 327 1,791 (3,559)
Adjusted EBITDA$160,582 $188,174 $216,465 $756,697 $1,257,564 
13

The following table reconciles segment income and unallocated corporate costs to EBITDA and adjusted EBITDA for the (i) three months ended December 31, 2023 and 2022, (ii) three months ended September 30, 2023, and (iii) year ended December 31, 2023 and 2022:
Three Months EndedYear Ended
December 31September 30, 2023December 31
2023202220232022
(in thousands)
Wood Products
Segment income$64,128 $74,978 $99,574 $337,132 $575,167 
Depreciation and amortization28,565 24,730 23,350 98,710 73,308 
EBITDA$92,693 $99,708 $122,924 $435,842 $648,475 
Building Materials Distribution
Segment income$70,497 $92,455 $97,076 $335,808 $627,091 
Depreciation and amortization10,116 6,941 7,781 32,353 27,005 
EBITDA$80,613 $99,396 $104,857 $368,161 $654,096 
Corporate
Unallocated corporate costs$(13,449)$(11,657)$(11,017)$(48,554)$(44,409)
Foreign currency exchange gain (loss)362 457 (602)7 (1,584)
Pension expense (excluding service costs)(41)(41)(40)(163)(294)
Change in fair value of interest rate swaps(993)(35)(327)(1,791)3,559 
Depreciation and amortization404 311 343 1,404 1,280 
EBITDA(13,717)(10,965)(11,643)(49,097)(41,448)
Change in fair value of interest rate swaps993 35 327 1,791 (3,559)
Corporate adjusted EBITDA$(12,724)$(10,930)$(11,316)$(47,306)$(45,007)
Total Company adjusted EBITDA$160,582 $188,174 $216,465 $756,697 $1,257,564 




14

Exhibit 99.2
Boise Cascade Company
Quarterly Statistical Information
Wood Products Segment
2023
Q1Q2Q3Q4YTD
 LVL sales volume (MCF)3,639 4,682 4,945 4,109 17,375 
 I-joist sales volume (MELF)38,711 62,950 64,125 54,015 219,801 
 Plywood sales volume (MSF 3/8")405,960 439,963 389,827 363,008 1,598,758 
 Lumber sales volume (MBF)31,560 32,528 31,729 29,221 125,038 
 LVL mill net sales price ($/CF)$31.17 $30.14 $29.08 $29.93 $30.01 
 I-joist mill net sales price ($/MELF)$2,168 $2,088 $2,035 $2,093 $2,088 
 Plywood net sales price ($/MSF 3/8")$367 $365 $382 $375 $372 
 Lumber net sales price ($/MBF)$724 $707 $641 $588 $667 
 Segment sales (000)$437,428 $530,273 $515,225 $449,676 $1,932,602 
 Segment income (000)$69,395 $104,035 $99,574 $64,128 $337,132 
 Segment depreciation and amortization (000)2
$23,790 $23,005 $23,350 $28,565 $98,710 
 Segment EBITDA (000)1
$93,185 $127,040 $122,924 $92,693 $435,842 
 EBITDA as a percentage of sales21.3 %24.0 %23.9 %20.6 %22.6 %
 Capital spending (000)$7,262 $12,106 $11,807 $28,185 $59,360 
 Receivables (000)$77,318 $97,229 $88,688 $56,882 
 Inventories (000)$232,136 $200,948 $205,111 $218,861 
 Accounts payable (000)$63,275 $60,656 $69,023 $60,196 
2022
Q1Q2Q3Q4YTD
 LVL sales volume (MCF)4,641 4,586 5,190 3,176 17,593 
 I-joist sales volume (MELF)65,362 69,467 64,421 30,130 229,380 
 Plywood sales volume (MSF 3/8")316,941 280,594 328,586 392,975 1,319,096 
 Lumber sales volume (MBF)17,139 16,935 24,045 24,985 83,104 
 LVL mill net sales price ($/CF)$26.40 $28.47 $33.82 $34.36 $30.56 
 I-joist mill net sales price ($/MELF)$1,877 $2,066 $2,429 $2,553 $2,178 
 Plywood net sales price ($/MSF 3/8")$689 $569 $477 $396 $523 
 Lumber net sales price ($/MBF)$1,011 $1,214 $880 $720 $927 
 Segment sales (000)$558,944 $536,030 $595,320 $425,602 $2,115,896 
 Segment income (000)$190,116 $154,101 $155,972 $74,978 $575,167 
 Segment depreciation and amortization (000)$13,640 $13,653 $21,285 $24,730 $73,308 
 Segment EBITDA (000)1
$203,756 $167,754 $177,257 $99,708 $648,475 
 EBITDA as a percentage of sales36.5 %31.3 %29.8 %23.4 %30.6 %
 Capital spending (000)3
$8,986 $12,861 $12,949 $17,138 $51,934 
 Receivables (000)$120,960 $113,395 $94,017 $43,406 
 Inventories (000)$181,810 $191,411 $214,576 $229,361 
 Accounts payable (000)$53,797 $65,272 $72,877 $44,202 


1

Boise Cascade Company
Quarterly Statistical Information (continued)
Wood Products Segment (continued)
2021
Q1Q2Q3Q4YTD
 LVL sales volume (MCF)4,359 4,705 4,647 4,518 18,229 
 I-joist sales volume (MELF)71,586 75,697 76,218 66,983 290,484 
 Plywood sales volume (MSF 3/8")303,302 337,593 313,759 304,285 1,258,939 
 Lumber sales volume (MBF)19,273 21,138 17,658 18,935 77,004 
 LVL mill net sales price ($/CF)$19.00 $19.63 $22.30 $25.96 $21.73 
 I-joist mill net sales price ($/MELF)$1,319 $1,363 $1,575 $1,822 $1,514 
 Plywood net sales price ($/MSF 3/8")$556 $878 $561 $401 $606 
 Lumber net sales price ($/MBF)$975 $1,200 $1,184 $804 $1,043 
 Segment sales (000)$432,335 $594,569 $497,316 $446,584 $1,970,804 
 Segment income (000)$97,052 $213,761 $122,056 $98,366 $531,235 
 Segment depreciation and amortization (000)$13,346 $14,128 $13,914 $13,861 $55,249 
 Segment EBITDA (000)1
$110,398 $227,889 $135,970 $112,227 $586,484 
 EBITDA as a percentage of sales25.5 %38.3 %27.3 %25.1 %29.8 %
 Capital spending (000)$7,047 $7,673 $11,422 $22,138 $48,280 
 Receivables (000)$100,595 $124,757 $95,307 $164,373 
 Inventories (000)$167,618 $182,465 $173,854 $169,451 
 Accounts payable (000)$47,515 $69,939 $57,129 $45,662 
1Segment EBITDA is calculated as segment income before depreciation and amortization.
2Segment depreciation and amortization in fourth quarter 2023 includes accelerated depreciation of $6.2 million for the indefinite curtailment of lumber production assets at our Chapman, Alabama, facility.
3Capital spending in 2022 excludes $515.2 million of cash paid for the acquisition of businesses and facilities.

2

Boise Cascade Company
Quarterly Statistical Information (continued)
Building Materials Distribution Segment
2023
Q1Q2Q3Q4YTD
 Commodity sales1
39.7 %37.5 %37.4 %36.9 %37.8 %
 General line sales1
38.7 %39.6 %39.4 %40.4 %39.5 %
 EWP sales1
21.6 %22.9 %23.2 %22.7 %22.7 %
 Total sales (000)$1,379,242 $1,636,538 $1,670,296 $1,492,614 $6,178,690 
 Gross margin2
14.8 %15.0 %15.2 %15.2 %15.0 %
 Segment income (000)$69,685 $98,550 $97,076 $70,497 $335,808 
 Segment depreciation and amortization (000)$7,070 $7,386 $7,781 $10,116 $32,353 
 Segment EBITDA (000)3
$76,755 $105,936 $104,857 $80,613 $368,161 
 EBITDA as a percentage of sales5.6 %6.5 %6.3 %5.4 %6.0 %
 Capital spending (000)4
$22,659 $25,929 $19,135 $88,001 $155,724 
 Receivables (000)$393,338 $445,991 $434,755 $344,978 
 Inventories (000)$506,663 $502,085 $478,295 $493,509 
 Accounts payable (000)$363,163 $390,840 $362,196 $252,144 
2022
Q1Q2Q3Q4YTD
 Commodity sales1
52.2 %44.9 %39.6 %41.5 %44.9 %
 General line sales1
29.1 %32.9 %35.3 %37.1 %33.3 %
 EWP sales1
18.7 %22.2 %25.1 %21.4 %21.8 %
 Total sales (000)$2,111,833 $2,131,200 $1,956,802 $1,443,780 $7,643,615 
 Gross margin2
18.0 %13.9 %15.4 %15.8 %15.8 %
 Segment income (000)$225,892 $154,308 $154,436 $92,455 $627,091 
 Segment depreciation and amortization (000)$6,576 $6,728 $6,760 $6,941 $27,005 
 Segment EBITDA (000)3
$232,468 $161,036 $161,196 $99,396 $654,096 
 EBITDA as a percentage of sales11.0 %7.6 %8.2 %6.9 %8.6 %
 Capital spending (000)5
$7,892 $10,009 $7,938 $34,624 $60,463 
 Receivables (000)$616,040 $540,167 $479,876 $286,789 
 Inventories (000)$622,858 $612,196 $552,610 $468,189 
 Accounts payable (000)$479,584 $413,235 $355,170 $215,308 

3

Boise Cascade Company
Quarterly Statistical Information (continued)
Building Materials Distribution Segment (continued)
2021
Q1Q2Q3Q4YTD
 Commodity sales1
55.4 %60.2 %44.8 %43.7 %51.6 %
 General line sales1
28.9 %26.1 %33.7 %33.1 %30.2 %
 EWP sales1
15.7 %13.7 %21.5 %23.2 %18.2 %
 Total sales (000)$1,634,777 $2,172,744 $1,721,244 $1,645,513 $7,174,278 
 Gross margin2
15.1 %15.6 %7.9 %16.2 %13.8 %
 Segment income (000)$120,219 $206,338 $16,565 $137,963 $481,085 
 Segment depreciation and amortization (000)$5,819 $5,917 $6,013 $6,258 $24,007 
 Segment EBITDA (000)3
$126,038 $212,255 $22,578 $144,221 $505,092 
 EBITDA as a percentage of sales7.7 %9.8 %1.3 %8.8 %7.0 %
 Capital spending (000)6
$6,247 $10,499 $7,978 $32,833 $57,557 
 Receivables (000)$497,466 $542,524 $445,542 $408,948 
 Inventories (000)$444,082 $544,739 $470,516 $491,220 
 Accounts payable (000)$438,562 $474,906 $391,742 $377,563 
1Product line sales are shown as a percentage of total Building Materials Distribution (BMD) sales.
2We define gross margin as "Sales" less "Materials, labor, and other operating expenses (excluding depreciation)." Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our BMD segment are for inventory purchased for resale. Gross margin percentage is gross margin as a percentage of segment sales.
3Segment EBITDA is calculated as segment income before depreciation and amortization.
4During 2023, capital spending in first quarter includes approximately $11 million to purchase a property in Kansas City, Missouri, to house a new door and millwork location and capital spending in fourth quarter includes approximately $63 million to purchase properties in West Palm Beach, Florida, and Modesto, California. Capital spending in fourth quarter 2023 excludes approximately $163 million for the acquisition of businesses and facilities, net of cash acquired.
5During 2022, capital spending in fourth quarter includes approximately $13 million to purchase a previously leased BMD property in Milton, Florida.
6During 2021, capital spending in fourth quarter includes approximately $15 million to purchase a BMD property in Walton, Kentucky to expand our service capabilities in Cincinnati and the surrounding markets.


4

Boise Cascade Company
Quarterly Statistical Information (continued)
Reconciliation of Non-GAAP Financial Measures
(in thousands)
Total Boise Cascade Company
EBITDA represents income before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps. The following tables reconcile net income to EBITDA and Adjusted EBITDA for the periods noted below:
2023
Q1Q2Q3Q4YTD
Net income$96,733 $146,320 $143,068 $97,535 $483,656 
Interest expense6,361 6,339 6,351 6,445 25,496 
Interest income(9,685)(11,519)(13,760)(13,142)(48,106)
Income tax provision33,275 49,447 49,005 29,666 161,393 
Depreciation and amortization31,186 30,722 31,474 39,085 132,467 
EBITDA157,870 221,309 216,138 159,589 754,906 
Change in fair value of interest rate swaps804 (333)327 993 1,791 
Adjusted EBITDA$158,674 $220,976 $216,465 $160,582 $756,697 
2022
Q1Q2Q3Q4YTD
Net income$302,600 $218,111 $219,587 $117,360 $857,658 
Interest expense6,254 6,317 6,398 6,443 25,412 
Interest income(65)(1,385)(3,238)(7,575)(12,263)
Income tax provision98,866 73,886 76,042 39,929 288,723 
Depreciation and amortization20,543 20,694 28,374 31,982 101,593 
EBITDA428,198 317,623 327,163 188,139 1,261,123 
Change in fair value of interest rate swaps(2,066)(394)(1,134)35 (3,559)
Adjusted EBITDA$426,132 $317,229 $326,029 $188,174 $1,257,564 
2021
Q1Q2Q3Q4YTD
Net income$149,156 $302,556 $91,699 $169,075 $712,486 
Interest expense5,875 6,347 6,279 6,305 24,806 
Interest income(59)(51)(63)(22)(195)
Income tax provision51,448 101,026 31,158 52,733 236,365 
Depreciation and amortization19,539 20,420 20,299 20,495 80,753 
EBITDA225,959 430,298 149,372 248,586 1,054,215 
Change in fair value of interest rate swaps(1,024)25 (59)(687)(1,745)
Adjusted EBITDA$224,935 $430,323 $149,313 $247,899 $1,052,470 

For additional information regarding the non-GAAP measures presented in this document, please refer to our press release announcing our fourth quarter and full year 2023 financial results, a copy of which is attached as Exhibit 99.1 to our Current Report on Form 8-K furnished to the Securities and Exchange Commission on February 20, 2024.

5

Exhibit 99.3
Boise Cascade Company
1111 West Jefferson Street, Suite 300
Boise, ID 83702

News Release
bcclogoa02a05a.jpg
Media Contact

Lisa Tschampl
mediarelations@bc.com
Investor Relations Contact

Kelly Hibbs
investor@bc.com
For Immediate Release: February 20, 2024
Boise Cascade announces leadership transitions

BOISE, Idaho – Boise Cascade Company ("Boise Cascade" or "the Company") (NYSE: BCC) today announced two executive leadership transitions.

Mike Brown, Executive Vice President of Wood Products, will retire effective May 3, 2024. The board of directors approved the promotion of Troy Little as his successor. Mike joined Boise Cascade in 1999, serving in several key leadership positions throughout his tenure while successfully navigating ups and downs of the housing market. Troy has 33 years of service with the Company. He provides a broad range of experience in finance, strategy, commodity sales, and operational leadership, including serving as Region Manager for six manufacturing facilities in Oregon. Troy was promoted to Vice President in 2021 and Senior Vice President in 2023.

Erin Nuxoll, Senior Vice President of Human Resources, will also retire effective May 3, 2024. The board of directors approved the promotion of Angella Broesch to Vice President, Human Resources. Erin has 30 years of service with Boise Cascade, and along with her many accomplishments, she most recently guided the implementation of a new Companywide HR technology platform. Angella began her career with Boise Cascade’s internal audit team in 2013. In 2020, she transitioned to lead the HR center of expertise for benefits and compensation. Angella was promoted to Senior Director of Corporate HR in 2022. Prior to joining the Company, she worked at MarkMonitor and KPMG.

“We have been very intentional in our leadership succession planning and expect a smooth transition,” said Nate Jorgensen, CEO. “I want to offer my sincere thanks and appreciation to Mike and Erin for their years of service and many contributions to the Company. I offer my congratulations to Troy and Angella on their new roles. Both of these leaders are guided by our core Values, and I know they will bring new perspectives and ideas to advance our success.”

“I appreciate the strategic focus that our management team places on leadership development and succession planning,” said Tom Carlile, board chair. “I am confident that Boise Cascade is well positioned for continued success.”

About Boise Cascade

Boise Cascade Company is one of the largest producers of engineered wood products and plywood in North America and a leading U.S. wholesale distributor of building products. For more information, please visit our website at www.bc.com.






Forward-Looking Statements:

This press release contains statements that are “forward looking” within the Private Securities Litigation Reform Act of 1995. These statements speak only as of the date of this press release. While they are based on the current expectations and beliefs of management, they are subject to a number of uncertainties and assumptions that could cause actual events to differ from the expectations expressed in this release. Factors that could cause actual events to differ materially from forward-looking statements are discussed in greater detail in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release. We undertake no obligation to revise them in light of new information. Finally, we undertake no obligation to review or confirm analyst expectations or estimates that might be derived from this release.



v3.24.0.1
Document and Entity Information
Feb. 15, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 15, 2024
Entity Registrant Name BOISE CASCADE COMPANY
Entity Incorporation, State or Country Code DE
Entity File Number 1-35805
Entity Tax Identification Number 20-1496201
Entity Address, Address Line One 1111 West Jefferson Street, Suite 300
Entity Address, City or Town Boise
Entity Address, State or Province ID
Entity Address, Postal Zip Code 83702-5389
City Area Code 208
Local Phone Number 384-6161
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol BCC
Security Exchange Name NYSE
Entity Central Index Key 0001328581
Amendment Flag false
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