10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 31, 2022
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                        to

Commission File Number:  001-35805 

Boise Cascade Company

(Exact name of registrant as specified in its charter)

Delaware	20-1496201
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	BCC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x     No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes x     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x    Accelerated filer o    Non-accelerated filer o    Smaller reporting company ☐

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).       

Yes ☐  No x

There were 39,447,442 shares of the registrant's common stock, $0.01 par value per share, outstanding on April 29, 2022.

Table of Contents

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Notes to Unaudited Quarterly Consolidated Financial Statements	8
	1. Nature of Operations and Consolidation	8
	2. Summary of Significant Accounting Policies	8
	3. Income Taxes	12
	4. Net Income Per Common Share	12
	5. Debt	13
	6. Leases	15
	7. Stock-Based Compensation	16
	8. Stockholders' Equity	18
	9. Transactions With Related Party	18
	10. Segment Information	19
	11. Commitments, Legal Proceedings and Contingencies, and Guarantees	20
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
	Understanding Our Financial Information	21
	Executive Overview	21
	Factors That Affect Our Operating Results and Trends	22
	Our Operating Results	24
	Liquidity and Capital Resources	27
	Guarantees	29
	Seasonal Influences	29
	Employees	29
	Disclosures of Financial Market Risks	30
	Environmental	30
	Critical Accounting Estimates	30
	New and Recently Adopted Accounting Standards	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
	Signatures	33

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PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

Boise Cascade Company

Consolidated Statements of Operations

(unaudited)

	Three Months Ended March 31
	2022		2021
	(thousands, except per-share data)
Sales	$	2,326,282	$	1,821,316
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,729,896		1,450,434
Depreciation and amortization	20,543		19,539
Selling and distribution expenses	146,651		120,917
General and administrative expenses	26,052		25,262
Other (income) expense, net	(2,488)		(97)
	1,920,654		1,616,055
Income from operations	405,628		205,261
Foreign currency exchange gain	132		154
Pension expense (excluding service costs)	(171)		(19)
Interest expense	(6,254)		(5,875)
Interest income	65		59
Change in fair value of interest rate swaps	2,066		1,024
	(4,162)		(4,657)
Income before income taxes	401,466		200,604
Income tax provision	(98,866)		(51,448)
Net income	$	302,600	$	149,156
Weighted average common shares outstanding:
Basic	39,474		39,355
Diluted	39,768		39,630
Net income per common share:
Basic	$	7.67	$	3.79
Diluted	$	7.61	$	3.76
Dividends declared per common share	$	0.12	$	0.10

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Statements of Comprehensive Income

(unaudited)

	Three Months Ended March 31
	2022		2021
	(thousands)
Net income	$	302,600	$	149,156
Other comprehensive income (loss), net of tax
Defined benefit pension plans
Amortization of actuarial (gain) loss, net of tax of $5 and $(1), respectively	16		(4)
Effect of settlements, net of tax of $32 and $—, respectively	98		—
Other comprehensive income (loss), net of tax	114		(4)
Comprehensive income	$	302,714	$	149,152

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Balance Sheets

(unaudited)

	March 31, 2022		December 31, 2021
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	922,721	$	748,907
Receivables
Trade, less allowances of $3,110 and $2,054	665,136		444,325
Related parties	184		211
Other	14,926		17,692
Inventories	804,668		660,671
Prepaid expenses and other	15,270		14,072
Total current assets	2,422,905		1,885,878
Property and equipment, net	491,395		495,240
Operating lease right-of-use assets	60,007		62,663
Finance lease right-of-use assets	28,409		29,057
Timber deposits	8,954		9,461
Goodwill	60,382		60,382
Intangible assets, net	15,045		15,351
Deferred income taxes	8,822		6,589
Other assets	10,008		8,019
Total assets	$	3,105,927	$	2,572,640

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Balance Sheets (continued)

(unaudited)

	March 31, 2022		December 31, 2021
	(thousands, except per-share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable
Trade	$	493,732	$	334,985
Related parties	1,557		1,498
Accrued liabilities
Compensation and benefits	103,778		128,518
Income taxes payable	93,393		—
Interest payable	4,998		9,886
Other	182,705		165,859
Total current liabilities	880,163		640,746
Debt
Long-term debt	444,836		444,628
Other
Compensation and benefits	28,062		28,365
Operating lease liabilities, net of current portion	52,449		55,263
Finance lease liabilities, net of current portion	31,451		31,898
Deferred income taxes	5,112		3,641
Other long-term liabilities	15,165		15,480
	132,239		134,647
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, 44,815 and 44,698 shares issued, respectively	448		447
Treasury stock, 5,367 shares at cost	(138,909)		(138,909)
Additional paid-in capital	541,737		543,249
Accumulated other comprehensive loss	(933)		(1,047)
Retained earnings	1,246,346		948,879
Total stockholders' equity	1,648,689		1,352,619
Total liabilities and stockholders' equity	$	3,105,927	$	2,572,640

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Statements of Cash Flows

(unaudited)

	Three Months Ended March 31
	2022		2021
	(thousands)
Cash provided by (used for) operations
Net income	$	302,600	$	149,156
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other	20,993		19,950
Stock-based compensation	2,392		2,092
Pension expense	171		19
Deferred income taxes	(729)		(2,244)
Change in fair value of interest rate swaps	(2,066)		(1,024)
Other	(2,412)		4
Decrease (increase) in working capital
Receivables	(218,018)		(161,833)
Inventories	(143,997)		(108,220)
Prepaid expenses and other	(3,227)		(2,444)
Accounts payable and accrued liabilities	147,425		125,064
Pension contributions	(655)		(78)
Income taxes payable	95,352		52,565
Other	1,116		(756)
Net cash provided by operations	198,945		72,251
Cash provided by (used for) investment
Expenditures for property and equipment	(17,448)		(13,301)
Proceeds from sales of assets and other	2,581		136
Net cash used for investment	(14,867)		(13,165)
Cash provided by (used for) financing
Dividends paid on common stock	(5,939)		(4,440)
Tax withholding payments on stock-based awards	(3,930)		(2,729)
Other	(395)		(317)
Net cash used for financing	(10,264)		(7,486)
Net increase in cash and cash equivalents	173,814		51,600
Balance at beginning of the period	748,907		405,382
Balance at end of the period	$	922,721	$	456,982

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Statements of Stockholders' Equity

(unaudited)

	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total
	Shares	Amount		Shares	Amount
	(thousands)
Balance at December 31, 2021	44,698	$	447	5,367	$	(138,909)	$	543,249	$	(1,047)	$	948,879	$	1,352,619
Net income											302,600		302,600
Other comprehensive income									114				114
Common stock issued	117	1											1
Stock-based compensation							2,392						2,392
Common stock dividends ($0.12 per share)											(5,133)		(5,133)
Tax withholding payments on stock-based awards							(3,930)						(3,930)
Proceeds from exercise of stock options							27						27
Other							(1)						(1)
Balance at March 31, 2022	44,815	$	448	5,367	$	(138,909)	$	541,737	$	(933)	$	1,246,346	$	1,648,689

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Company

Consolidated Statements of Stockholders' Equity (continued)

(unaudited)

	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total
	Shares	Amount		Shares	Amount
	(thousands)
Balance at December 31, 2020	44,568	$	446	5,367	$	(138,909)	$	538,006	$	(1,078)	$	452,334	$	850,799
Net income											149,156		149,156
Other comprehensive loss									(4)				(4)
Common stock issued	130	1											1
Stock-based compensation							2,092						2,092
Common stock dividends ($0.10 per share)											(4,116)		(4,116)
Tax withholding payments on stock-based awards							(2,729)						(2,729)
Proceeds from exercise of stock options							63						63
Other							(1)						(1)
Balance at March 31, 2021	44,698	$	447	5,367	$	(138,909)	$	537,431	$	(1,082)	$	597,374	$	995,261

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Condensed Notes to Unaudited Quarterly Consolidated Financial Statements

1.    Nature of Operations and Consolidation

Nature of Operations

    Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. We are one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading United States wholesale distributor of building products.

    We operate our business using two reportable segments: (1) Wood Products, which primarily manufactures EWP and plywood, and (2) Building Materials Distribution (BMD), which is a wholesale distributor of building materials. For more information, see Note 10, Segment Information.

Consolidation

    The accompanying quarterly consolidated financial statements have not been audited by an independent registered public accounting firm but, in the opinion of management, include all adjustments necessary to present fairly the financial position, results of operations, cash flows, and stockholders' equity for the interim periods presented. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. The quarterly consolidated financial statements include the accounts of Boise Cascade and its subsidiaries after elimination of intercompany balances and transactions. Quarterly results are not necessarily indicative of results that may be expected for the full year. These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our 2021 Form 10-K and the other reports we file with the Securities and Exchange Commission.

2.    Summary of Significant Accounting Policies

Accounting Policies

    The complete summary of significant accounting policies is included in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2021 Form 10-K.

Use of Estimates

    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement, medical, and workers' compensation benefits; assumptions used in the determination of right-of-use (ROU) assets and related lease liabilities; stock-based compensation; fair value measurements; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.  

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Revenue Recognition

    Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For revenue disaggregated by major product line for each reportable segment, see Note 10, Segment Information.

    Fees for shipping and handling charged to customers for sales transactions are included in "Sales" in our Consolidated Statements of Operations. When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as fulfillment costs. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations. In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers. For our BMD segment, costs related to shipping and handling of $56.3 million and $46.5 million, for the three months ended March 31, 2022 and 2021, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations. In our BMD segment, our activities relate to the purchase and resale of finished product, and excluding shipping and handling costs from “Materials, labor, and other operating expenses (excluding depreciation)” provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions.

Customer Rebates and Allowances

    Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment, as well as temporary protection from price increases. We provide the rebates to increase the sell-through of our products. Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At March 31, 2022 and December 31, 2021, we had $147.2 million and $138.1 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We adjust our estimate of revenue at the earlier of when the probability of rebates paid changes or when the amounts become fixed. There have not been significant changes to our estimates of rebates, although it is reasonably possible that a change in the estimate may occur.

Vendor Rebates and Allowances

    We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. At March 31, 2022 and December 31, 2021, we had $10.4 million and $13.0 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets. Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.

Leases

    We primarily lease land, building, and equipment under operating and finance leases. We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or upon modification. Substantially all of our leases with initial terms greater than one year are for real estate, including distribution centers, corporate headquarters, land, and other office space. Substantially all of these lease agreements have fixed payment terms based on the passage of time and are recorded in our BMD segment. Many of our leases include fixed escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when appropriate. Renewal options generally range from one to ten years with fixed payment terms similar to those in the original lease agreements. Some lease agreements provide us with the option to purchase the leased property at market value. Our lease agreements do not contain any residual value guarantees.

    ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. The current portion of our operating and finance lease liabilities are recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

    We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. In determining our incremental borrowing rates, we

9

give consideration to publicly available interest rates for instruments with similar characteristics, including credit rating, term, and collateralization.

    For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably certain of exercising. Variable lease expense generally includes reimbursement of actual costs for common area maintenance, property taxes, and insurance on leased real estate and are recorded as incurred. Most of our operating lease expense was recorded in "Selling and distribution expenses" in our Consolidated Statements of Operations. In addition, we do not separate lease and non-lease components for all of our leases.

    Our short-term leases primarily include equipment rentals with lease terms on a month-to-month basis, which provide for our seasonal needs and flexibility in the use of equipment. Our short-term leases also include certain real estate for which either party has the right to cancel upon providing notice of 30 to 90 days. We do not recognize ROU assets or lease liabilities for short-term leases.

Inventories

    Inventories included the following (work in process is not material):

	March 31, 2022		December 31, 2021
	(thousands)
Finished goods and work in process	$	712,938	$	573,908
Logs	51,437		47,401
Other raw materials and supplies	40,293		39,362
	$	804,668	$	660,671

Property and Equipment

    Property and equipment consisted of the following asset classes:

	March 31, 2022		December 31, 2021
	(thousands)
Land	$	51,564	$	51,564
Buildings	179,044		178,323
Improvements	67,539		66,492
Mobile equipment, information technology, and office furniture	194,395		191,134
Machinery and equipment	739,626		735,979
Construction in progress	37,533		35,912
	1,269,701		1,259,404
Less: accumulated depreciation	(778,306)		(764,164)
	$	491,395	$	495,240

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Fair Value

    Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under GAAP gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3).

Financial Instruments

    Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and interest rate swaps. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds. As of March 31, 2022 and December 31, 2021, we held $859.1 million and $701.6 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. At March 31, 2022 and December 31, 2021, the book value of our fixed-rate debt for each period was $400.0 million, and the fair value was estimated to be $391.0 million and $420.0 million, respectively. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt. We estimated the fair value of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our variable-rate debt is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. Because the interest rate on the variable-rate debt is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our variable-rate debt approximates book value. As discussed below, we also have interest rate swaps to mitigate our variable interest rate exposure, the fair value of which is measured based on Level 2 inputs.

Interest Rate Risk and Interest Rate Swaps

    We are exposed to interest rate risk arising from fluctuations in variable-rate LIBOR on our term loan and when we have loan amounts outstanding on our Revolving Credit Facility. At March 31, 2022, we had $50.0 million of variable-rate debt outstanding based on one-month LIBOR. Our objective is to limit the variability of interest payments on our debt. To meet this objective, we enter into receive-variable, pay-fixed interest rate swaps to change the variable-rate cash flow exposure to fixed-rate cash flows. In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk. We do not speculate using derivative instruments.

    At December 31, 2021, we had two interest rate swap agreements. Under the interest rate swaps, we receive one-month LIBOR-based variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $50.0 million of variable rate debt exposure. Payments on one interest rate swap, entered into in 2016, with a notional principal amount of $50.0 million were due on a monthly basis at an annual fixed rate of 1.007%, and this swap expired in February 2022 (Initial Swap). During 2020, we entered into another forward interest rate swap agreement which commenced on the expiration date of the Initial Swap. Payments on this interest rate swap with a notional principal amount of $50.0 million are due on a monthly basis at an annual fixed rate of 0.39%, and this swap expires in June 2025.

    The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in our Consolidated Statements of Operations rather than through other comprehensive income. At March 31, 2022, we recorded a long-term asset of $3.3 million in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreement. At December 31, 2021, we recorded a long-term asset of $1.2 million in "Other assets" on our Consolidated Balance Sheets, and we also recorded a long-term liability of $0.1 million in "Other long-term liabilities" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements. The swaps were valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

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Concentration of Credit Risk

    We are exposed to credit risk related to customer accounts receivable. In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations. At March 31, 2022, receivables from two customers accounted for approximately 18% and 12% of total receivables. At December 31, 2021, receivables from these two customers accounted for approximately 20% and 12% of total receivables. No other customer accounted for 10% or more of total receivables.

New and Recently Adopted Accounting Standards

    In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. This ASU requires an acquirer to account for revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The updated guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We are currently evaluating the effects of this ASU on our consolidated financial statements and disclosures.

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

3.    Income Taxes

    For the three months ended March 31, 2022 and 2021, we recorded $98.9 million and $51.4 million, respectively, of income tax expense and had an effective rate of 24.6% and 25.6%, respectively. For both periods, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes.

    During the three months ended March 31, 2022 and 2021, cash paid for taxes, net of refunds received, were $4.2 million and $1.0 million, respectively.

4.    Net Income Per Common Share

    Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Weighted average common shares outstanding for the basic net income per common share calculation includes certain vested restricted stock units (RSUs) and performance stock units (PSUs) as there are no conditions under which those shares will not be issued. Diluted net income per common share is computed by dividing net income by the combination of the weighted average number of common shares outstanding during the period and other potentially dilutive weighted average common shares. Other potentially dilutive weighted average common shares include the dilutive effect of stock options, RSUs, and PSUs for each period using the treasury stock method. Under the treasury stock method, the exercise price of a share and the amount of compensation expense, if any, for future service that has not yet been recognized are assumed to be used to repurchase shares in the current period.

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    The following table sets forth the computation of basic and diluted net income per common share:

	Three Months Ended March 31
	2022		2021
	(thousands, except per-share data)
Net income	$	302,600	$	149,156
Weighted average common shares outstanding during the period (for basic calculation)	39,474		39,355
Dilutive effect of other potential common shares	294		275
Weighted average common shares and potential common shares (for diluted calculation)	39,768		39,630
Net income per common share - Basic	$	7.67	$	3.79
Net income per common share - Diluted	$	7.61	$	3.76

    The computation of the dilutive effect of other potential common shares excludes stock awards representing an insignificant number of shares of common stock in both the three months ended March 31, 2022 and 2021. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

5.    Debt

    Long-term debt consisted of the following:

	March 31, 2022		December 31, 2021
	(thousands)
Asset-based revolving credit facility due 2025	$	—	$	—
Asset-based credit facility term loan due 2025	50,000		50,000
4.875% senior notes due 2030	400,000		400,000
Deferred financing costs	(5,164)		(5,372)
Long-term debt	$	444,836	$	444,628

Asset-Based Credit Facility

    On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into an Amended and Restated Credit Agreement, as amended, (Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders. The Amended Agreement includes a $350 million senior secured asset-based revolving credit facility (Revolving Credit Facility) and a $50.0 million term loan (ABL Term Loan) maturing on March 13, 2025. Interest on borrowings under our Revolving Credit Facility and ABL Term Loan are payable monthly. Borrowings under the Amended Agreement are constrained by a borrowing base formula dependent upon levels of eligible receivables and inventory reduced by outstanding borrowings and letters of credit (Availability).

    The Amended Agreement is secured by a first-priority security interest in substantially all of our assets, except for property and equipment. The proceeds of borrowings under the agreement are available for working capital and other general corporate purposes.

    The Amended Agreement contains customary nonfinancial covenants, including a negative pledge covenant and restrictions on new indebtedness, investments, distributions to equity holders, asset sales, and affiliate transactions, the scope of which are dependent on the Availability existing from time to time. The Amended Agreement also contains a requirement that we meet a 1:1 fixed-charge coverage ratio (FCCR), applicable only if Availability falls below 10% of the aggregate revolving lending commitments (or $35 million). Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at March 31, 2022 was $346.0 million.

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    The Amended Agreement permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Amended Agreement, and (ii) pro forma Excess Availability (as defined in the Amended Agreement) is equal to or exceeds 25% of the aggregate Revolver Commitments (as defined in the Amended Agreement) or (iii) (x) pro forma Excess Availability is equal to or exceeds 15% of the aggregate Revolver Commitment and (y) our fixed-charge coverage ratio is greater than or equal to 1:1 on a pro forma basis.

    Revolving Credit Facility

    Interest rates under the Revolving Credit Facility are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.25% to 1.50% for loans based on LIBOR and from 0.25% to 0.50% for loans based on the base rate. The spread is determined on the basis of a pricing grid that results in a higher spread as average quarterly Availability declines. Letters of credit are subject to a fronting fee payable to the issuing bank and a fee payable to the lenders equal to the LIBOR margin rate. In addition, we are required to pay an unused commitment fee at a rate of 0.25% per annum of the average unused portion of the lending commitments.

    At both March 31, 2022 and December 31, 2021, we had no borrowings outstanding under the Revolving Credit Facility and $4.0 million of letters of credit outstanding. These letters of credit and borrowings, if any, reduce availability under the Revolving Credit Facility by an equivalent amount.

    ABL Term Loan

    The ABL Term Loan was provided by institutions within the Farm Credit system. Borrowings under the ABL Term Loan may be repaid from time to time at the discretion of the borrowers without premium or penalty. However, any principal amount of ABL Term Loan repaid may not be subsequently re-borrowed.

    Interest rates under the ABL Term Loan are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.75% to 2.00% for LIBOR rate loans and from 0.75% to 1.00% for base rate loans, both dependent on the amount of Average Excess Availability (as defined in the Amended Agreement). During the three months ended March 31, 2022, the average interest rate on the ABL Term Loan was approximately 1.92%.

    We have received and expect to continue receiving patronage credits under the ABL Term Loan. Patronage credits are distributions of profits from banks in the Farm Credit system, which are cooperatives that are required to distribute profits to their members. Patronage distributions, which are generally made in cash, are received in the year after they are earned. Patronage credits are recorded as a reduction to interest expense in the year earned. After giving effect to expected patronage distributions, the effective average net interest rate on the ABL Term Loan was approximately 0.9% during the three months ended March 31, 2022.

2030 Notes

    On July 27, 2020, we issued $400 million of 4.875% senior notes due July 1, 2030 (2030 Notes) through a private placement that was exempt from the registration requirements of the Securities Act. Interest on our 2030 Notes is payable semiannually in arrears on January 1 and July 1. The 2030 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Amended Agreement.

    The 2030 Notes are senior unsecured obligations and rank equally with all of the existing and future senior indebtedness of Boise Cascade Company and of the guarantors, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Amended Agreement to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the 2030 Notes.

    The terms of the indenture governing the 2030 Notes, among other things, limit the ability of Boise Cascade and our restricted subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of their assets; enter into transactions with affiliates; and sell or transfer certain assets. The indenture governing the 2030 Notes permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the indenture, and (ii) our consolidated leverage ratio is no greater than 3.5:1, or (iii) the dividend, together with other dividends since the issue date, would not exceed our "builder" basket under the indenture. In addition, the indenture includes certain specific baskets for the payment of dividends.

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    The indenture governing the 2030 Notes provides for customary events of default and remedies.

Interest Rate Swaps

    For information on interest rate swaps, see Interest Rate Risk and Interest Rate Swaps of Note 2, Summary of Significant Accounting Policies.

Cash Paid for Interest

    For the three months ended March 31, 2022 and 2021, cash payments for interest were $10.6 million and $8.7 million, respectively.

6.    Leases

Lease Costs

    The components of lease expense were as follows:

	Three Months Ended March 31
	2022		2021
	(thousands)
Operating lease cost	$	3,561	$	3,363
Finance lease cost
Amortization of right-of-use assets	626		606
Interest on lease liabilities	587		592
Variable lease cost	1,034		785
Short-term lease cost	1,312		1,083
Sublease income	(112)		(30)
Total lease cost	$	7,008	$	6,399

Other Information

    Supplemental cash flow information related to leases was as follows:

	Three Months Ended March 31
	2022	2021
	(thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	3,440	3,250
Operating cash flows from finance leases	587	586
Financing cash flows from finance leases	422	380
Right-of-use assets obtained in exchange for lease obligations
Operating leases	—	—
Finance leases	—	—

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    Other information related to leases was as follows:

	March 31, 2022		December 31, 2021
Weighted-average remaining lease term (years)
Operating leases	7		7
Finance leases	15		15
Weighted-average discount rate
Operating leases	5.9	%	5.9	%
Finance leases	7.5	%	7.5	%

    As of March 31, 2022, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

	Operating Leases		Finance Leases
	(thousands)
Remainder of 2022	$	10,810	$	3,014
2023	14,657		4,058
2024	12,593		4,051
2025	10,472		3,735
2026	6,415		3,580
Thereafter	24,308		36,809
Total future minimum lease payments	79,255		55,247
Less: interest	(15,625)		(22,084)
Total lease obligations	63,630		33,163
Less: current obligations	(11,181)		(1,712)
Long-term lease obligations	$	52,449	$	31,451

7.    Stock-Based Compensation

    In first quarter 2022 and 2021, we granted two types of stock-based awards under our incentive plan: performance stock units (PSUs) and restricted stock units (RSUs).

PSU and RSU Awards

    During the three months ended March 31, 2022, we granted 66,180 PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the number of shares actually awarded will range from 0% and 200% of the target amount, depending upon Boise Cascade's 2022 return on invested capital (ROIC), as approved by our Compensation Committee in accordance with the related grant agreement. We define ROIC as net operating profit after taxes (NOPAT) divided by average invested capital (based on a rolling thirteen-month average). We define NOPAT as net income plus after-tax financing expense. Invested capital is defined as total assets plus capitalized lease expense, less current liabilities, excluding short-term debt. For our other employees, the number of shares actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade’s 2022 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, as approved by executive management, determined in accordance with the related grant agreement. Because the PSUs contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.

    During the three months ended March 31, 2021, we granted 73,265 PSUs to our officers and other employees, subject to performance and service conditions. During the 2021 performance period, officers and other employees both earned 200% of the target based on Boise Cascade’s 2021 ROIC and EBITDA, as applicable, determined by our Compensation Committee and executive management in accordance with the related grant agreements.

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    The PSUs granted to officers generally vest in a single installment three years from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date.

    During the three months ended March 31, 2022 and 2021, we granted an aggregate of 81,523 and 96,622 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions. The RSUs granted to officers and other employees vest in three equal tranches each year after the grant date. The RSUs granted to nonemployee directors vest over a one year period.

    We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date. During the three months ended March 31, 2022 and 2021, the total fair value of PSUs and RSUs vested was $12.0 million and $9.2 million, respectively.

    The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the three months ended March 31, 2022:

	PSUs			RSUs
	Number of shares	Weighted Average Grant-Date Fair Value		Number of shares	Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2021	246,210	$	39.50	161,300	$	45.08
Granted	66,180	79.81		81,523	79.81
Performance condition adjustment (a)	64,399	52.45		—	—
Vested	(58,935)	34.41		(91,327)	43.47
Forfeited	—	—		—	—
Outstanding, March 31, 2022	317,854	$	51.46	151,496	$	64.74

_______________________________ 

(a)    Represents additional PSUs granted during the three months ended March 31, 2022, related to the 2021 performance condition adjustment described above.

Compensation Expense

    We record compensation expense over the awards' vesting period and account for share-based award forfeitures as they occur, rather than making estimates of future forfeitures. Any shares not vested are forfeited. We recognize compensation expense for stock awards with only service conditions on a straight-line basis over the requisite service period. Most of our share-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations. Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows:

	Three Months Ended March 31
	2022		2021
	(thousands)
PSUs	$	1,306	$	1,089
RSUs	1,086		1,003
Total	$	2,392	$	2,092

    The related tax benefit for the three months ended March 31, 2022 and 2021, was $0.6 million and $0.5 million respectively. As of March 31, 2022, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $20.5 million. This expense is expected to be recognized over a weighted-average period of 2.2 years.

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8.    Stockholders' Equity    

Dividends

    On November 14, 2017, we announced that our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock. For more information regarding our dividend declarations and payments made during each of the three months ended March 31, 2022 and 2021, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

    On May 5, 2022, our board of directors declared a quarterly dividend of $0.12 per share on our common stock, as well as a supplemental dividend of $2.50 per share on our common stock, both payable on June 15, 2022, to stockholders of record on June 1, 2022. For a description of the restrictions in our asset-based credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 5, Debt.

    Future dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, 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.

Accumulated Other Comprehensive Loss

    The following table details the changes in accumulated other comprehensive loss for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31
	2022		2021
	(thousands)
Beginning balance, net of taxes	$	(1,047)	$	(1,078)
Amortization of actuarial (gain) loss, before taxes (a)	21		(5)
Effect of settlements, before taxes (a)	130		—
Income taxes	(37)		1
Ending balance, net of taxes	$	(933)	$	(1,082)

___________________________________ 

(a)    Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost.

9.    Transactions With Related Party

    Louisiana Timber Procurement Company, L.L.C. (LTP) is an unconsolidated variable-interest entity that is 50% owned by us and 50% owned by Packaging Corporation of America (PCA). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of us and PCA in Louisiana. We are not the primary beneficiary of LTP as we do not have power to direct the activities that most significantly affect the economic performance of LTP. Accordingly, we do not consolidate LTP's results in our financial statements.

Sales

    Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $3.7 million and $3.3 million, respectively, during the three months ended March 31, 2022 and 2021. These sales are recorded in "Sales" in our Consolidated Statements of Operations.

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Costs and Expenses

    Related-party wood fiber purchases from LTP were $20.8 million and $20.3 million, respectively, during the three months ended March 31, 2022 and 2021. These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.

10.    Segment Information

    We operate our business using two reportable segments: Wood Products and BMD. Unallocated corporate costs are presented as reconciling items to arrive at operating income. There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 16, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2021 Form 10-K.    

    Wood Products and BMD segment sales to external customers, including related parties, by product line are as follows:

	Three Months Ended March 31
	2022		2021
	(millions)
Wood Products (a)
LVL (b)	$	1.7	$	6.0
I-joists (b)	(2.2)		4.8
Other engineered wood products (b)	11.8		10.6
Plywood and veneer	161.2		122.9
Lumber	17.7		18.9
Byproducts	19.1		17.6
Other	5.2		5.8
	214.5		186.5
Building Materials Distribution
Commodity	1,102.0		906.2
General line	615.1		472.7
Engineered wood products	394.7		255.9
	2,111.8		1,634.8
	$	2,326.3	$	1,821.3

 ___________________________________  

(a)    Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our BMD segment.

(b)    Sales of EWP to external customers are net of the cost of all EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, dealers, and homebuilders). For the three months ended March 31, 2022 and 2021, approximately 79% and 78%, respectively, of Wood Products' EWP sales volumes were to our BMD segment.

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    An analysis of our operations by segment is as follows: 

	Three Months Ended March 31
	2022		2021
	(thousands)
Net sales by segment
Wood Products	$	558,944	$	432,335
Building Materials Distribution	2,111,833		1,634,777
Intersegment eliminations (a)	(344,495)		(245,796)
Total net sales	$	2,326,282	$	1,821,316
Segment operating income
Wood Products	$	190,116	$	97,052
Building Materials Distribution	225,892		120,219
Total segment operating income	416,008		217,271
Unallocated corporate costs	(10,380)		(12,010)
Income from operations	$	405,628	$	205,261

___________________________________ 

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

11.    Commitments, Legal Proceedings and Contingencies, and Guarantees

Commitments

    We are a party to a number of long-term log supply agreements that are discussed in Note 17, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2021 Form 10-K. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business. As of March 31, 2022, there have been no material changes to the above commitments disclosed in the 2021 Form 10-K.

Legal Proceedings and Contingencies

    We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, and employment-related claims, among others. As of the date of this filing, we believe it is not reasonably possible that any of the legal actions against us will, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

Guarantees

    We provide guarantees, indemnifications, and assurances to others. Note 17, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2021 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of March 31, 2022, there have been no material changes to the guarantees disclosed in the 2021 Form 10-K.  

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

Understanding Our Financial Information

    This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes in "Item 1. Financial Statements" of this Form 10-Q, as well as our 2021 Form 10-K. The following discussion includes statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other nonhistorical statements in the discussion, are forward-looking. These forward-looking statements include, without limitation, any statement that may predict, indicate, or imply future results, performance, or achievements and may contain the words "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Item 1A. Risk Factors" in our 2021 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (SEC). We do not assume an obligation to update any forward-looking statement. Our future actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-Q.

Background

    Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. Boise Cascade is a large, vertically-integrated wood products manufacturer and building materials distributor. We have two reportable segments: (i) Wood Products, which primarily manufactures engineered wood products (EWP) and plywood; and (ii) Building Materials Distribution (BMD), which is a wholesale distributor of building materials. 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. For more information, see Note 10, Segment Information, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Executive Overview

    We recorded income from operations of $405.6 million during the three months ended March 31, 2022, compared with income from operations of $205.3 million during the three months ended March 31, 2021. In our Wood Products segment, income increased $93.1 million to $190.1 million for the three months ended March 31, 2022, from $97.1 million for the three months ended March 31, 2021, due primarily to higher EWP and plywood sales prices, offset partially by higher wood fiber and other manufacturing costs. In our BMD segment, income increased $105.7 million to $225.9 million for the three months ended March 31, 2022, from $120.2 million for the three months ended March 31, 2021, driven by a gross margin increase of $133.6 million, resulting from improved gross margins across substantially all product lines. The margin improvement was offset partially by increased selling and distribution expenses and general and administrative expenses of $25.5 million and $1.6 million, respectively. These changes are discussed further in "Our Operating Results" below.

    We ended first quarter 2022 with $922.7 million of cash and cash equivalents and $346.0 million of undrawn committed bank line availability, for total available liquidity of $1,268.7 million. We had $444.8 million of outstanding debt at March 31, 2022. We generated $173.8 million of cash during the three months ended March 31, 2022, as cash provided by operations was offset partially by capital spending, dividends paid on our common stock, and tax withholding payments on stock-based awards. A further description of our cash sources and uses for the three month comparative periods are discussed in "Liquidity and Capital Resources" below.

    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. Current demographics in the United States (U.S.), as well as continuation of work-from-home practices by many in the economy, continue to create a favorable demand environment for new residential construction. We expect demand to remain strong during 2022, with April 2022 Blue Chip Economic Indicators consensus forecasts for 2022 single- and multi-family housing starts in the U.S. of 1.65 million units compared with actual housing starts of 1.60 million in 2021, as reported by the U.S. Census Bureau. In addition, limited new and existing home inventory availability and the age of the U.S. housing stock will continue to provide a favorable

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backdrop for residential construction and repair-and-remodel spending. Although we believe that current U.S. demographics support the forecasted level of housing starts, and many national home builders are reporting strong near-term backlogs, labor shortages and supply induced constraints on residential construction activity may continue to extend build times and limit activity. In addition, the pace of residential construction and repair-and-remodeling activity may be affected by the economic impact of the cost of building materials and construction, housing affordability, increasing mortgage interest rates, wage growth, prospective home buyers' access to financing, and consumer confidence, as well as other factors.

    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 commodity 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. Our first quarter 2022 financial results were favorably impacted by higher commodity wood products pricing compared to pricing in the same period last year, as well as rising prices for EWP and general line products. Current composite panel and lumber prices have declined by approximately 24% and 15% from levels at the end of first quarter 2022. We expect future commodity product pricing and commodity input costs to be volatile in response to capacity restoration and industry operating rates, transportation constraints or disruptions, net import and export activity, inventory levels in various distribution channels, and seasonal demand patterns. EWP and general line products have historically experienced limited price volatility, and we expect the firm pricing environment to continue during 2022.     

Factors That Affect Our Operating Results and Trends

    Our results of operations and financial performance are influenced by a variety of factors, including the following:

•the commodity nature of a portion of our products and their price movements, which are driven largely by industry capacity and operating rates, industry cycles that affect supply and demand, and net import and export activity;

•general economic conditions, including but not limited to housing starts, repair-and-remodeling activity, light commercial construction, inventory levels of new and existing homes for sale, foreclosure rates, interest rates, unemployment rates, household formation rates, prospective home buyers' access to and cost of financing, and housing affordability, that ultimately affect demand for our products;

•the highly competitive nature of our industry;

•declines in demand for our products due to competing technologies or materials, as well as changes in building code provisions;

•the duration and magnitude of impacts of the ongoing COVID-19 pandemic and related variants, including the impact of any government mandates relating to vaccines and testing;

•disruptions to information systems used to process and store customer, employee, and vendor information, as well as the technology that manages our operations and other business processes;

•material disruptions and/or major equipment failure at our manufacturing facilities;

•labor disruptions, shortages of skilled and technical labor, or increased labor costs;

•the need to successfully formulate and implement succession plans for key members of our management team;

•product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers;

•the cost and availability of third-party transportation services used to deliver the goods we manufacture and distribute, as well as our raw materials;

•cost and availability of raw materials, including wood fiber and glues and resins;

•our ability to successfully and efficiently complete and integrate acquisitions;

•concentration of our sales among a relatively small group of customers, as well as the financial condition and creditworthiness of our customers;

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•impairment of our long-lived assets, goodwill, and/or intangible assets;

•substantial ongoing capital investment costs, including those associated with acquisitions, and the difficulty in offsetting fixed costs related to those investments;

•our indebtedness, including the possibility that we may not generate sufficient cash flows from operations or that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs;

•restrictive covenants contained in our debt agreements;

•compliance with data privacy and security laws and regulations;

•the impacts of climate change, and related legislative and regulatory responses intended to reduce climate change;

•cost of compliance with government regulations, in particular environmental regulations;

•the enactment of tax reform legislation;

•exposure to product liability, product warranty, casualty, construction defect, and other claims;

•fluctuations in the market for our equity; and

•the other factors described in "Item 1A. Risk Factors" in our 2021 Form 10-K.

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Our Operating Results

    The following tables set forth our operating results in dollars and as a percentage of sales for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31
	2022			2021
	(millions)
Sales	$	2,326.3		$	1,821.3
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,729.9			1,450.4
Depreciation and amortization	20.5			19.5
Selling and distribution expenses	146.7			120.9
General and administrative expenses	26.1			25.3
Other (income) expense, net	(2.5)			(0.1)
	1,920.7			1,616.1
Income from operations	$	405.6		$	205.3
	(percentage of sales)
Sales	100.0		%	100.0		%
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	74.4		%	79.6		%
Depreciation and amortization	0.9			1.1
Selling and distribution expenses	6.3			6.6
General and administrative expenses	1.1			1.4
Other (income) expense, net	(0.1)			—
	82.6		%	88.7		%
Income from operations	17.4		%	11.3		%

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Sales Volumes and Prices

    Set forth below are historical U.S. housing starts data, segment sales volumes and average net selling prices for the principal products sold by our Wood Products segment, and sales mix and gross margin information for our BMD segment for the three months ended March 31, 2022 and 2021.

	Three Months Ended March 31
	2022			2021
	(thousands)
U.S. Housing Starts (a)
Single-family	265.3			255.4
Multi-family	129.5			102.4
	394.8			357.8
	(thousands)
Segment Sales
Wood Products	$	558,944		$	432,335
Building Materials Distribution	2,111,833			1,634,777
Intersegment eliminations	(344,495)			(245,796)
Total sales	$	2,326,282		$	1,821,316
Wood Products	(millions)
Sales Volumes
Laminated veneer lumber (LVL) (cubic feet)	4.6			4.4
I-joists (equivalent lineal feet)	65			72
Plywood (sq. ft.) (3/8" basis)	317			303
Wood Products	(dollars per unit)
Average Net Selling Prices
Laminated veneer lumber (LVL) (cubic foot)	$	26.40		$	19.00
I-joists (1,000 equivalent lineal feet)	1,877			1,319
Plywood (1,000 sq. ft.) (3/8" basis)	689			556
	(percentage of Building Materials Distribution sales)
Building Materials Distribution
Product Line Sales
Commodity	52.2		%	55.4		%
General line	29.1		%	28.9		%
Engineered wood	18.7		%	15.7		%
Gross margin percentage (b)	18.0		%	15.1		%

_______________________________________ 

(a)    Actual U.S. housing starts data reported by the U.S. Census Bureau.

(b)    We 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.

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Sales

    For the three months ended March 31, 2022, total sales increased $505.0 million, or 28%, to $2,326.3 million from $1,821.3 million during the three months ended March 31, 2021. As described below, the increase in sales was driven by the changes in sales prices and volumes for the products we manufacture and distribute with single-family residential construction activity being the key demand driver of our sales. In first quarter 2022, U.S. housing starts increased 10%, with single-family starts up 4% from the same period in 2021. Average composite lumber and average composite panel prices for the three months ended March 31, 2022 were 26% and 23% higher, respectively, than in the same period in the prior year, as reflected by Random Lengths composite lumber and panel pricing.

    Wood Products.  Sales, including sales to our BMD segment, increased $126.6 million, or 29%, to $558.9 million for the three months ended March 31, 2022, from $432.3 million for the three months ended March 31, 2021. The increase in sales was driven by higher sales prices for I-joists and LVL (collectively referred to as EWP) of 42% and 39%, respectively, resulting in increased sales of $36.4 million and $34.3 million, respectively. The increase in EWP pricing was due to realizations of previously announced price increases and the expiration of certain temporary price protection arrangements. Higher sales prices for plywood of 24% resulted in increased sales of $42.1 million. In addition, sales volumes for plywood and LVL increased 4% and 6%, respectively, resulting in increased sales of $7.6 million and $5.4 million, respectively. Price increases for laminated beam and OSB rimboard combined increased sales by $10.1 million. These increases were offset partially by a 9% decrease in sales volumes for I-joists, resulting in decreased sales of $8.2 million.

    Building Materials Distribution.  Sales increased $477.1 million, or 29%, to $2,111.8 million for the three months ended March 31, 2022, from $1,634.8 million for the three months ended March 31, 2021. Compared with the same quarter in the prior year, the overall increase in sales was driven by sales price increases of 29%, as sales volumes were flat. By product line, commodity sales increased 22%, or $195.9 million; general line product sales increased 30%, or $142.4 million; and sales of EWP (substantially all of which are sourced through our Wood Products segment) increased 54%, or $138.8 million.

Costs and Expenses

    Materials, labor, and other operating expenses (excluding depreciation) increased $279.5 million, or 19%, to $1,729.9 million for the three months ended March 31, 2022, compared with $1,450.4 million during the same period in the prior year. In our Wood Products segment, materials, labor, and other operating expenses increased due to higher per-unit costs of logs of approximately 9% compared with first quarter 2021, as well as increased other manufacturing costs. However, materials, labor, and other operating expenses as a percentage of sales (MLO rate) in our Wood Products segment decreased by 990 basis points, which was primarily due to higher EWP and plywood sales prices, resulting in improved leveraging of wood fiber costs, labor costs, and other manufacturing costs. In BMD, the increase in materials, labor, and other operating expenses was driven by higher purchased materials costs as a result of higher product prices, compared with first quarter 2021. However, the BMD segment MLO rate improved 290 basis points compared with first quarter 2021 due primarily by improved gross margin percentages across substantially all product lines, driven by an increasing price environment during first quarter 2022.

    Depreciation and amortization expenses increased $1.0 million, or 5%, to $20.5 million for the three months ended March 31, 2022, compared with $19.5 million during the same period in the prior year. The increase was due primarily to purchases of property and equipment.

    Selling and distribution expenses increased $25.7 million, or 21%, to $146.7 million for the three months ended March 31, 2022, compared with $120.9 million during the same period in the prior year, due primarily to higher employee-related expenses, including base pay increases, special bonuses, and sales and incentive compensation of $17.4 million, as well as higher shipping and handling costs of $5.2 million. In addition, travel and entertainment expenses and occupancy expenses increased $1.3 million and $1.2 million, respectively.

    General and administrative expenses increased $0.8 million, or 3%, to $26.1 million for the three months ended March 31, 2022, compared with $25.3 million for the same period in the prior year. The increase was due primarily to higher employee wages and travel and entertainment expenses of $1.1 million and $0.5 million, respectively, offset partially by lower officer incentive compensation accruals of $0.6 million.

    For the three months ended March 31, 2022 other (income) expense, net, was $2.5 million of income, which primarily included earn-out income related to a previous asset sale in our Wood Products segment.

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Income From Operations

    Income from operations increased $200.4 million to $405.6 million for the three months ended March 31, 2022, compared with $205.3 million for the three months ended March 31, 2021.

    Wood Products.  Segment income increased $93.1 million to $190.1 million for the three months ended March 31, 2022, compared with $97.1 million for the three months ended March 31, 2021. The increase in segment income was due primarily to higher EWP and plywood sales prices. These increases in segment income were offset partially by higher wood fiber costs and other manufacturing costs.

    Building Materials Distribution.  Segment income increased $105.7 million to $225.9 million for the three months ended March 31, 2022, from $120.2 million for the three months ended March 31, 2021. The increase in segment income was driven by a gross margin increase of $133.6 million, resulting from improved gross margins across substantially all product lines compared with first quarter 2021. The margin improvement was offset partially by increased selling and distribution expenses and general and administrative expenses of $25.5 million and $1.6 million, respectively.

    Corporate.  Unallocated corporate expenses decreased $1.6 million to $10.4 million for the three months ended March 31, 2022, from $12.0 million for the same period in the prior year. The decrease was due primarily to lower officer incentive compensation accruals.

Other    

    Change in fair value of interest rate swaps. For information related to our interest rate swaps, see the discussion under "Interest Rate Risk and Interest Rate Swaps" of Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Income Tax Provision

    For the three months ended March 31, 2022 and 2021, we recorded $98.9 million and $51.4 million, respectively, of income tax expense and had an effective rate of 24.6% and 25.6%, respectively. For both periods, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes.

Liquidity and Capital Resources

    We ended first quarter 2022 with $922.7 million of cash and cash equivalents and $444.8 million of debt. At March 31, 2022, we had $1,268.7 million of available liquidity (cash and cash equivalents and undrawn committed bank line availability). We generated $173.8 million of cash during the three months ended March 31, 2022, as cash provided by operations was offset partially by capital spending, dividends paid on our common stock, and tax withholding payments on stock-based awards. Further descriptions of our cash sources and uses for the three month comparative periods are noted below.

    We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, lease obligations, working capital, income tax payments, and to pay cash dividends to holders of our common stock over the next 12 months. We expect to fund our seasonal and intra-month working capital requirements in 2022 from cash on hand and, if necessary, borrowings under our revolving credit facility. We also estimate remitting between $165 million and $185 million of income tax payments during second quarter 2022 for estimated payments on 2022 income.

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Sources and Uses of Cash

    We generate cash primarily from sales of our products, as well as short-term and long-term borrowings. Our primary uses of cash are for expenses related to the manufacture and distribution of building products, including inventory purchased for resale, wood fiber, labor, energy, and glues and resins. In addition to paying for ongoing operating costs, we use cash to invest in our business, service our debt and lease obligations, and return cash to our shareholders through dividends or common stock repurchases. Below is a discussion of our sources and uses of cash for operating activities, investing activities, and financing activities.

	Three Months Ended March 31
	2022		2021
	(thousands)
Net cash provided by operations	$	198,945	$	72,251
Net cash used for investment	(14,867)		(13,165)
Net cash used for financing	(10,264)		(7,486)

Operating Activities

    For the three months ended March 31, 2022, our operating activities generated $198.9 million of cash, compared with $72.3 million of cash generated in the same period in 2021. The $126.7 million increase in cash provided by operations was due primarily to an improvement in income from operations. See "Our Operating Results" in this Management's Discussion and Analysis of Financial Condition and Results of Operations for more information related to factors affecting our operating results. This increase in cash was offset partially by an increase in working capital of $217.8 million during the three months ended March 31, 2022, compared with a $147.4 million increase for the same period in the prior year. In addition, cash paid for taxes, net of refunds received, increased $3.2 million compared to the prior year.

    The increase in working capital during both periods was primarily attributable to higher receivables and inventories, offset by an increase in accounts payable and accrued liabilities. The increases in receivables in both periods primarily reflect increased sales of approximately 49% and 46%, comparing sales for the months of March 2022 and 2021 with sales for the months of December 2021 and 2020, respectively. Inventories increased during both periods primarily due to increased cost of inventory purchased for resale and higher production costs for our manufactured products. The increase in accounts payable and accrued liabilities provided $147.4 million of cash during the three months ended March 31, 2022, compared with $125.1 million in the same period a year ago. The increase in accounts payable and accrued liabilities as of March 31, 2022 was related to the increase in inventories and higher accrued rebates, offset partially by employee incentive compensation payouts made during the quarter. During the three months ended March 31, 2021, seasonal increases in inventory in preparation for the spring building season and extended terms offered by major vendors to our BMD segment led to the increase in accounts payable. This increase in accounts payable was offset partially by decreases in accrued liabilities, most notably annual employee incentive compensation payouts made during first quarter 2021.

Investment Activities

    During the three months ended March 31, 2022 and 2021, we used $17.4 million and $13.3 million, respectively, of cash for purchases of property and equipment, including business improvement and quality/efficiency projects, replacement and expansion projects, and ongoing environmental compliance. During the three months ended March 31, 2022, we received $2.5 million of earn-out income related to a previous asset sale in our Wood Products segment.

    We expect capital expenditures in 2022 to total approximately $110 million to $130 million. We expect our capital spending in 2022 will be for business improvement and quality/efficiency projects, replacement and expansion projects, and ongoing environmental compliance. Our 2022 capital expenditures range includes funding to complete our BMD organic expansions in Ohio, Kentucky, and Minnesota, and a new dryer at our Chester, South Carolina, veneer and plywood plant. This level of capital expenditures could increase or decrease as a result of a number of factors, including acquisitions, efforts to further accelerate organic growth, exercise of lease purchase options, our financial results, future economic conditions, availability of engineering and construction resources, and timing and availability of equipment purchases.

Financing Activities

    During the three months ended March 31, 2022, our financing activities used $10.3 million of cash, including $5.9 million for common stock dividend payments and $3.9 million of tax withholding payments on stock-based awards. During the

28

three months ended March 31, 2022, we did not borrow under our revolving credit facility, and therefore have no borrowing outstanding on the facility as of March 31, 2022.

    During the three months ended March 31, 2021, our financing activities used $7.5 million of cash, including $4.4 million for common stock dividend payments and $2.7 million of tax withholding payments on stock-based awards. During the three months ended March 31, 2021, we did not borrow under our revolving credit facility.

    Future dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, 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.

    For more information related to our debt transactions and structure, and our dividend policy, see the discussion in Note 5, Debt, and Note 8, Stockholders' Equity, respectively, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Other Material Cash Requirements

    For information about other material cash requirements, see Liquidity and Capital Resources in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2021 Form 10-K. As of March 31, 2022, there have been no material changes in other material cash requirements outside the ordinary course of business since December 31, 2021.

Guarantees

    Note 9, Debt, and Note 17, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2021 Form 10-K describe the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of March 31, 2022, there have been no material changes to the guarantees disclosed in our 2021 Form 10-K.

Seasonal Influences

    We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These seasonal factors are common in the building products industry. Seasonal changes in levels of building activity affect our building products businesses, which are dependent on housing starts, repair-and-remodeling activities, and light commercial construction activities. We typically report lower sales volumes in the first and fourth quarters due to the impact of poor weather on the construction market, and we generally have higher sales volumes in the second and third quarters, reflecting an increase in construction due to more favorable weather conditions. We typically have higher working capital in the first and second quarters in preparation and response to the building season. Seasonally cold weather increases costs, especially energy consumption costs, at most of our manufacturing facilities.

Employees

    As of May 1, 2022, we had approximately 6,140 employees. Approximately 23% of these employees work pursuant to collective bargaining agreements. As of May 1, 2022, we had ten collective bargaining agreements. Two agreements covering approximately 780 employees at our Oakdale and Florien plywood plants expired on July 15, 2021, but the terms and conditions of these agreements remain in effect pending negotiation of new agreements. One agreement covering approximately 120 employees at our Canadian EWP facility is set to expire on December 31, 2022. We may not be able to renew these agreements or may renew them on terms that are less favorable to us than the current agreements. If any of these agreements are not renewed or extended upon their termination, we could experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise. Labor disruptions or shortages could prevent us from meeting customer demands or result in increased costs, thereby reducing our sales and profitability.

29

Disclosures of Financial Market Risks

    In the normal course of business, we are exposed to financial risks such as changes in commodity prices, interest rates, and foreign currency exchange rates. As of March 31, 2022, there have been no material changes to financial market risks disclosed in our 2021 Form 10-K.

Environmental

    As of March 31, 2022, there have been no material changes to environmental issues disclosed in our 2021 Form 10-K. For additional information, see Environmental in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2021 Form 10-K.

Critical Accounting Estimates

    Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the need to estimate matters that are inherently uncertain. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2021 Form 10-K. At March 31, 2022, there have been no material changes to our critical accounting estimates from those disclosed in our 2021 Form 10-K.

New and Recently Adopted Accounting Standards

    For information related to new and recently adopted accounting standards, see "New and Recently Adopted Accounting Standards" in Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" in this Form 10-Q.

ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    For information relating to quantitative and qualitative disclosures about market risk, see the discussion under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and under the headings "Disclosures of Financial Market Risks" and "Financial Instruments" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2021 Form 10-K. As of March 31, 2022, there have been no material changes in our exposure to market risk from those disclosed in our 2021 Form 10-K.

ITEM 4.          CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

    We maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) under the Exchange Act. We have designed these controls and procedures to reasonably assure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. We have also designed our disclosure controls to provide reasonable assurance that such information is accumulated and communicated to our senior management, including our chief executive officer (CEO) and our chief financial officer (CFO), as appropriate, to allow them to make timely decisions regarding our required disclosures. Based on their evaluation, our CEO and CFO have concluded that as of March 31, 2022, our disclosure controls and procedures were effective in meeting the objectives for which they were designed and were operating at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

    There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1.          LEGAL PROCEEDINGS

    We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, and employment-related claims, among others. As of the date of this filing, we believe it is not reasonably possible that any of the legal actions against us will, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

    SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, we use a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required.

ITEM 1A.       RISK FACTORS

    This report on Form 10-Q contains forward-looking statements. Statements that are not historical or current facts, including statements about our expectations, anticipated financial results, projected capital expenditures, and future business prospects, are forward-looking statements. You can identify these statements by our use of words such as "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. You can find examples of these statements throughout this report, including "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." We cannot guarantee that our actual results will be consistent with the forward-looking statements we make in this report. You should review carefully the risk factors listed in "Item 1A. Risk Factors" in our 2021 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission. We do not assume an obligation to update any forward-looking statement.

ITEM 2.          UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

    None.

ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

    None.

ITEM 4.          MINE SAFETY DISCLOSURES

    Not applicable.

ITEM 5.          OTHER INFORMATION

    None.

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ITEM 6.          EXHIBITS

    Filed With the Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2022

Number	Description
10.1	Form of 2022 Restricted Stock Unit Agreement
10.2	Form of 2022 Performance Stock Unit Agreement
31.1	CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

32

SIGNATURES

    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 thereunto duly authorized.

BOISE CASCADE COMPANY

/s/ Kelly E. Hibbs

Kelly E. Hibbs
Senior Vice President, Chief Financial Officer and Treasurer

Date:  May 5, 2022

33

EX-10.1

Exhibit 10.1

RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

2016 BOISE CASCADE OMNIBUS INCENTIVE PLAN

Participant:	[ ]
Grant Date:	March 1, 2022

Number of Restricted Stock Units (the “RSUs”):    [ ]

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date above, is entered into by and between Boise Cascade Company, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the 2016 Boise Cascade Omnibus Incentive Plan (the “Plan”). This Agreement is not enforceable until you accept the Agreement electronically.  Electronic acceptance constitutes your acknowledgment of receipt of the Award and your agreement to the terms of the Agreement.

1.    Incorporation by Reference; Plan Document Receipt.  This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments to the Plan adopted at any time unless such amendments are expressly intended not to apply to this Agreement), and the terms and provisions of the Plan are made a part of and incorporated in this Agreement as if they were set forth in this Agreement.  Any capitalized term not defined in this Agreement shall have the meaning given in the Plan.  The Participant acknowledges receipt of a copy of the Plan and that the Participant has read the Plan carefully and fully understands it.  If there is any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2.     Grant of Restricted Stock Unit Award.  The Company grants to the Participant, as of the Grant Date, the number of RSUs specified above.  Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. No adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

3.     Vesting.  The RSUs subject to this Award are subject to a time-based vesting condition (the “Time-Based Condition”). 

(a)    Time-Based Condition.  RSUs will satisfy the Time-Based Condition and vest and become payable on the dates indicated below:

Vesting Date	Number of  RSUs satisfying Time- Based Condition
March 1, 2023	33 1/3% of the RSUs
March 1, 2024	33 1/3% of the RSUs
March 1, 2025	33 1.3% of the RSUs

Except as otherwise provided in this Section 3, a Participant must be employed on the applicable vesting date to vest in the applicable portion of the RSUs.

(b)    No Partial Vesting; Forfeiture. Except as provided pursuant to Section 3(d)(ii), there shall be no proportionate or partial vesting prior to each vesting date.  In the event of a Participant’s Termination for any reason other than as specified in Section 3(d), all unvested RSUs shall be forfeited immediately following such Termination and the Participant shall have no further rights under this Agreement

(c)    Change in Control.  If a Change in Control which constitutes a “change in the ownership of the corporation,” a “change in effective control of the corporation,” or a “change in the ownership of a substantial portion of the assets of the corporation,” as those terms are defined pursuant to Section 409A of the Internal Revenue Code and the regulations thereunder, occurs, then the Time-Based Condition shall be satisfied for all RSUs

as of the date of the Change in Control and the RSUs shall vest and become payable as of the date of the Change in Control so long as the Participant has not incurred a Termination prior to the Change in Control; provided that this Section 3(c) shall not apply if the RSUs are replaced by an equivalent award providing for accelerated vesting in connection with the Participant’s Termination following the Change in Control, as determined by the Committee in its sole discretion.

(d)    Termination due to death, Disability, or Retirement. 

i.In the event of a Participant’s Termination due to death or Disability, the Time-Based Condition shall be satisfied as of the date of death or Disability for all unvested RSUs. 

ii.In the event of a Participant’s Termination due to Retirement, a pro rata portion of the current tranche of unvested RSUs shall be deemed to have satisfied the Time-Based Condition as of the Participant’s Retirement date. The pro rata portion shall be calculated as 33 1/3% of the granted RSUs, multiplied by a fraction, the numerator of which is the number of full calendar months elapsed from the March 1 preceding the Participant’s Retirement date through the Participant’s Retirement date, and the denominator of which is 12. If the Participant’s Retirement date is March 1, the Participant shall receive only the RSUs vesting pursuant to Section 3(a) on the vesting date coincident with the Retirement date and no additional pro rata portion. For purposes of this Agreement, “Retirement” means the Participant’s Termination after attainment of age 62 and completion of at least 15 years of employment with the Company and its predecessors, or attainment of age 65 and completion of at least 5 years of employment with the company and its predecessors.

(e)     Vested RSUs.  RSUs that have satisfied the Time-Based Condition are referred to as “Vested RSUs”.

4.     Payment.

(a)General.  Vested RSUs will be paid to the Participant in whole shares of Common Stock.

(b)Time of Payment. The designated payment date shall be the applicable vesting date in the table in Section 3(a) for RSUs vesting pursuant to Section 3(a); the date of Change in Control for RSUs vesting pursuant to Section 3(c); and the date of death, Disability, or Retirement, as applicable, for RSUs vesting pursuant to Section 3(d). Delivery of shares pursuant to this Agreement shall be made within 14 days following the designated payment date.

(c)Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date distribution would otherwise be made pursuant to Section 4(b), distribution shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (A) December 31 of the calendar year in which distribution would otherwise have been made and (B) the date that is immediately prior to the expiration of two and one-half months following the date distribution would otherwise have been made.

(d)Short-Term Deferral. This Award is intended to satisfy the “short-term deferral” rules of Section 409A of the Internal Revenue Code and the regulations thereunder and therefore is not subject to Section 409A of the Internal Revenue Code. If it is determined that this Award is not a short-term deferral, the administration of this Award shall comply with Section 409A of the Internal Revenue Code and the regulations thereunder.

5.    Dividends; Rights as Stockholder.  Cash dividends on shares of Common Stock underlying the RSUs shall be credited to a dividend book entry account on behalf of the Participant, provided that any cash dividends shall be held uninvested and without interest, shall be subject to the same vesting conditions as the RSUs to which they relate, and shall be paid in cash at the same time that the shares of Common Stock underlying the Vested RSUs (if any) are delivered to the Participant in accordance with Section 4.  Stock dividends on shares of Common Stock underlying the RSUs shall be credited to a dividend book entry account on behalf of the Participant, provided that any stock dividends shall be subject to the same vesting conditions as the RSUs to which they relate, and shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the Vested RSUs (if any) are delivered to the Participant in accordance with Section 4.  The Participant shall have no rights as a stockholder with respect to any shares of Common Stock underlying any RSU unless and until the Participant has become the holder of record of such shares.

6.    Non-Transferability.  No portion of the RSUs (or the shares of Common Stock underlying the RSUs) may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the RSUs as provided in Section 3, unless and until the shares are delivered to the Participant in accordance with Section 4 and the Participant has become the holder of record of the shares.

7.    Governing Law.  All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to choice of law provisions.

8.    Tax Withholding.  The Company may deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the RSUs. If the Participant fails to remit any amounts requested by the Company, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement.  The Participant acknowledges that if he or she is or becomes Retirement-eligible prior to the final vesting date, FICA and SDI obligations may apply prior to any payment pursuant to Section 4. Any minimum statutory required withholding obligationwith regard to the Participant shall be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant.

9.    Securities Representations.  This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant.  The Participant acknowledges, represents and warrants that:

(a)    The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 9.

(b)    If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”).

(c)    If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

10.    Entire Agreement; Amendment.  This Agreement, together with the Plan, contains the entire agreement between the parties with respect to the grant of RSUs, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter.  The Committee may, in its sole discretion, modify or amend this Agreement from time to time in accordance with and as provided in the Plan.  This Agreement may also be modified or amended by a writing signed by both the Company and the Participant.  The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practical after the adoption of the modification or amendment.

11.    Notices.  Any notice by the Participant shall be given to the General Counsel of the Company in writing and such notice shall be deemed duly given upon receipt by the General Counsel.  Any notice by the Company shall be given to the Participant in writing and such notice shall be deemed duly given upon receipt at the address the Participant has on file with the Company.

12.     No Right to Employment.  Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause. Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee.

13.    Transfer of Personal Data.  The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the RSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan).  This authorization and consent is freely given by the Participant.

14.     Compliance with Laws.  The grant of RSUs and the issuance of shares of Common Stock hereunder shall be subject to, and shall comply with, the requirements of any applicable foreign and U.S. federal and state laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case the rules and regulations promulgated thereunder) and any applicable securities exchange requirement.  The Company shall not be obligated to issue the RSUs or any shares of Common Stock pursuant to this Agreement if issuance would violate any applicable requirements.  As a condition to the settlement of the RSUs, the Company may require the Participant to satisfy any qualifications that the Company may deem necessary or appropriate to evidence compliance with any applicable law or regulation.

15.    Binding Agreement; Assignment.  This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns.  The Participant shall not assign (except in accordance with Section 6) any part of this Agreement without the prior express written consent of the Company.

16.    Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

17.    Further Assurances.  Each party shall do and perform (or shall cause to be done and performed) all further acts and shall execute and deliver all other agreements, certificates, instruments and documents as either party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated hereunder.

18.     Severability.  The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in that jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties shall be enforceable to the fullest extent permitted by law.

19.    Acquired Rights.  The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the Award of RSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the RSUs awarded under this Agreement) give the Participant any right to any grants or awards in the future; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, resignation or any other Termination.

20.    Clawback.  The rights contained in this Agreement shall be subject to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with the Participant, or (ii) any right or obligation that the Company may have regarding the clawback of incentive-based compensation under Section 10D of the Exchange Act, as amended (as determined by the rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission) or other applicable law.

EX-10.2

Exhibit 10.2

PERFORMANCE STOCK UNIT AGREEMENT

PURSUANT TO THE

2016 BOISE CASCADE OMNIBUS INCENTIVE PLAN

Participant:	[ ]
Grant Date:	March 1, 2022

Target Number of Performance Stock Units (the “Target PSUs”): [ ]

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date above, is entered into by and between Boise Cascade Company, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the 2016 Boise Cascade Omnibus Incentive Plan (the “Plan”). This Agreement is not enforceable until you accept the Agreement electronically.  Electronic acceptance constitutes your acknowledgment of receipt of the Award and your agreement to the terms of the Agreement.

1.    Incorporation by Reference; Plan Document Receipt.  This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments to the Plan adopted at any time unless such amendments are expressly intended not to apply to this Agreement), and the terms and provisions of the Plan are made a part of and incorporated in this Agreement as if they were set forth in this Agreement.  Any capitalized term not defined in this Agreement shall have the meaning given in the Plan.  The Participant acknowledges receipt of a copy of the Plan and that he or she has read the Plan carefully and fully understands it.  If there is any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan control.

2.     Grant of Performance Stock Unit Award.  The Company grants to the Participant, as of the Grant Date, the number of PSUs specified above, as adjusted pursuant to Section 3(a).  Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. No adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the PSUs, except as otherwise specifically provided for in the Plan or this Agreement.

3.     Vesting.  The PSUs subject to this Award are subject to both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance Condition”).  None of the PSUs shall vest unless and until both the Time-Based Condition and the Performance Condition are satisfied. 

(a)     Performance Condition.  The Performance Condition is based upon the Company’s ROIC for the 2022 calendar year (the “Performance Period”).  Following the end of the Performance Period, but in no event later than March 1, 2023, the Committee shall certify the Company’s ROIC for the 2022 calendar year, and based on the level of ROIC achieved and the table below, shall determine the percentage of Target PSUs that are earned ( the “Earned PSUs”).

Level of Performance	2022 ROIC	Percentage of Target PSUs that become Earned PSUs
Maximum	38.2%	200% (the Maximum Shares)
Target	29.4%	100%
Threshold	4.3%	50%

(i)    The percentage of Target PSUs that become Earned PSUs for actual ROIC between the Threshold level and the Target level or between the Target level and the Maximum level shall be determined on a pro rata basis using straight line interpolation. If actual ROIC is less than Threshold, none of the PSUs shall become Earned PSUs and no further rights shall exist under this Agreement. The number of Earned PSUs shall not exceed 200% of Target PSUs.

(ii)    ROIC. For purposes of this Agreement, “ROIC” is defined in Exhibit A.

(iii)    Change in Control.  If a Change in Control occurs during the Performance Period, then the number of Earned PSUs shall equal the number of Target PSUs; provided however that this Section 3(a)(iii) shall not apply if the PSUs are replaced by an equivalent award providing for accelerated vesting in connection with the Participant’s Termination following the Change in Control, as determined by the Committee in its sole discretion.

(b)     Time-Based Condition. 

(i)     Vesting Date. Earned PSUs will satisfy the Time-Based Condition and vest on March 1, 2025 (the Vesting Date). Except as otherwise provided in this Section 3(b), a Participant must be employed on the Vesting Date to vest in the Earned PSUs. If a Participant incurs a Termination prior to the Vesting Date other than as provided in this Section 3(b), all Earned PSUs will be forfeited immediately following the Participant’s Termination.

(ii)    No Partial Vesting. Except as provided pursuant to Section 3(b)(v), there shall be no proportionate or partial vesting prior to the Vesting Date.

(iii)     Change in Control.  If a Change in Control which constitutes a “change in the ownership of the corporation,” a “change in effective control of the corporation,” or a “change in the ownership of a substantial portion of the assets of the corporation,” as those terms are defined pursuant to Section 409A of the Internal Revenue Code and the regulations thereunder, occurs prior to the Vesting Date, then the Time-Based Condition shall be satisfied for all Earned PSUs as of the date of the Change in Control and the Earned PSUs shall vest as of the date of the Change in Control, so long as the Participant has not incurred a Termination prior to the Change in Control; provided that this Section 3(b)(iii) shall not apply if the PSUs are replaced by an equivalent award providing for accelerated vesting in connection with the Participant’s Termination following the Change in Control, as determined by the Committee in its sole discretion.

(iv)    Termination due to death or Disability.  In the event of a Participant’s Termination due to death or Disability during the Performance Period, then the Time-Based Condition shall be satisfied as of the date of death or Disability for all PSUs and the PSUs shall remain outstanding and shall have the opportunity to satisfy the Performance Condition and become Earned PSUs.  In the event of a Participant’s Termination due to death or Disability after the Performance Period, the Time-Based Condition shall be satisfied as of the date of death or Disability for all Earned PSUs.

(v)    Termination due to Retirement. In the event of a Participant’s Retirement at any time prior to the Vesting Date, a pro rata portion of the Earned PSUs shall be deemed to have satisfied the Time-Based Condition as of the later of March 1, 2023 or the Participant’s Retirement date. The pro rata portion shall be calculated as the number of Earned PSUs multiplied by a fraction, the numerator of which is the number of full calendar months elapsed from March 1, 2022 through the Participant’s Retirement date, and the denominator of which is 36. For purposes of this Agreement, “Retirement” means the Participant’s Termination after attainment of age 62 and completion of at least 15 years of employment with the Company and its predecessors, or age 65 and completion of at least 5 years of employment with the Company and its predecessors.

(c)    Vested PSUs.  PSUs that have satisfied both the Time-Based Condition and the Performance Condition are referred to as “Vested PSUs”.

4.     Payment.

(a)    General.  Vested PSUs will be paid to the Participant in whole shares of Common Stock.

(b)    Time of Payment. The designated payment date for purposes of Section 409A of the Internal Revenue Code and the regulations thereunder shall be March 1, 2025 for Earned PSUs vesting pursuant to Section 3(b)(i) and Section 3(b)(v); the date of Change in Control for Earned PSUs vesting pursuant to Section 3(b)(iii); and the date of death or Disability for Earned PSUs vesting pursuant to Section 3(b)(iv). Delivery of shares pursuant to this Agreement shall be made as soon as practicable following the designated payment date, and in any case by the later of December 31st of the calendar year in which such designated payment date occurs or the 15th day of the third calendar month following the designated payment date.

5.    Dividends; Rights as Stockholder.  Cash dividends on shares of Common Stock underlying the PSUs shall be credited to a dividend book entry account on behalf of the Participant, provided that any cash dividends shall be held uninvested and without interest, shall be subject to the same vesting conditions as the PSUs to which they relate, and shall be paid in cash at the same time that the shares of Common Stock underlying the Vested PSUs (if any) are delivered to the Participant in accordance with Section 4.  Stock dividends on shares of

Common Stock underlying the PSUs shall be credited to a dividend book entry account on behalf of the Participant, provided that any stock dividends shall be subject to the same vesting conditions as the PSUs to which they relate, and shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the Vested PSUs (if any) are delivered to the Participant in accordance with Section 4.  The Participant shall have no rights as a stockholder with respect to any shares of Common Stock underlying any PSU unless and until the Participant has become the holder of record of such shares.

6.    Non-Transferability.  No portion of the PSUs (or the shares of Common Stock underlying the PSUs) may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the PSUs as provided in Section 3, unless and until the shares are delivered to the Participant in accordance with Section 4 and the Participant has become the holder of record of the shares.

7.    Governing Law.  All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to choice of law provisions.

8.    Tax Withholding.  The Company may deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the PSUs. If the Participant fails to remit any amounts requested by the Company, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement.  The Participant acknowledges that if he or she is or becomes Retirement-eligible or Retires prior to the Vesting Date, FICA and SDI obligations may apply prior to any payment pursuant to Section 4. Any minimum statutory required withholding obligationwith regard to the Participant shall be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant.

9.    Securities Representations.  This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant.  The Participant acknowledges, represents and warrants that:

(a)    The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 9.

(b)    If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”).

(c)    If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

10.    Entire Agreement; Amendment.  This Agreement, together with the Plan, contains the entire agreement between the parties with respect to the grant of PSUs, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter.  The Committee may, in its sole discretion, modify or amend this Agreement from time to time in accordance with and as provided in the Plan.  This Agreement may also be modified or amended by a writing signed by both the Company and the Participant.  The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practical after the adoption of the modification or amendment.

11.    Notices.  Any notice by the Participant shall be given to the General Counsel of the Company in writing and such notice shall be deemed duly given upon receipt by the General Counsel.  Any notice by the Company shall be given to the Participant in writing and such notice shall be deemed duly given upon receipt at the address the Participant has on file with the Company.

12.     No Right to Employment.  Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause. Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee.

13.    Transfer of Personal Data.  The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the PSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan).  This authorization and consent is freely given by the Participant.

14.     Compliance with Laws.  The grant of PSUs and the issuance of shares of Common Stock hereunder shall be subject to, and shall comply with, the requirements of any applicable foreign and U.S. federal and state laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case the rules and regulations promulgated thereunder) and any applicable securities exchange requirement.  The Company shall not be obligated to issue the PSUs or any shares of Common Stock pursuant to this Agreement if issuance would violate any applicable requirements.  As a condition to the settlement of the PSUs, the Company may require the Participant to satisfy any qualifications that the Company may deem necessary or appropriate to evidence compliance with any applicable law or regulation.

15.    Binding Agreement; Assignment.  This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns.  The Participant shall not assign (except in accordance with Section 6) any part of this Agreement without the prior express written consent of the Company.

16.    Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

17.    Further Assurances.  Each party shall do and perform (or shall cause to be done and performed) all further acts and shall execute and deliver all other agreements, certificates, instruments and documents as either party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated hereunder.

18.     Severability.  The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in that jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties shall be enforceable to the fullest extent permitted by law.

19.    Acquired Rights.  The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the Award of PSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the PSUs awarded under this Agreement) give the Participant any right to any grants or awards in the future; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, resignation or any other Termination.

20.    Clawback.  The rights contained in this Agreement shall be subject to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with the Participant, or (ii) any right or obligation that the Company may have regarding the clawback of incentive-based compensation under Section 10D of the Exchange Act, as amended (as determined by the rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission) or other applicable law.

 EXHIBIT A

ROIC

“ROIC”, or Return on Invested Capital, for any period means, as determined by the Committee in its good faith sole discretion, Net Operating Profit After Taxes (“NOPAT”) divided by average invested capital.

(1)    NOPAT means net income plus after-tax financing expense.

(2)    Invested capital means capitalized lease expense plus total assets, less current liabilities excluding short term debt. Average invested capital means a rolling thirteen month average of invested capital.

EX-31.1

Exhibit 31.1

CEO CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Nathan R. Jorgensen, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Boise Cascade Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  May 5, 2022

/s/ Nathan R. Jorgensen

Nathan R. Jorgensen
Chief Executive Officer

EX-31.2

Exhibit 31.2

CFO CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kelly E. Hibbs, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Boise Cascade Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  May 5, 2022

/s/ Kelly E. Hibbs

Kelly E. Hibbs

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Nathan R. Jorgensen, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.    the accompanying Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2.    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Boise Cascade Company at the dates and for the periods indicated in the Report.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Boise Cascade Company and will be retained by Boise Cascade Company and furnished to the Securities and Exchange Commission or its staff upon request.

The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

Date: May 5, 2022

/s/ Nathan R. Jorgensen

Nathan R. Jorgensen
Chief Executive Officer

The foregoing certification is being furnished solely pursuant to the requirements of 18 U.S.C. § 1350 and is not being filed as a part of the Report or as a separate disclosure document.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kelly E. Hibbs, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.     the accompanying Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2.     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Boise Cascade Company at the dates and for the periods indicated in the Report.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Boise Cascade Company and will be retained by Boise Cascade Company and furnished to the Securities and Exchange Commission or its staff upon request.

The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

Date: May 5, 2022

/s/ Kelly E. Hibbs

Kelly E. Hibbs

Chief Financial Officer

The foregoing certification is being furnished solely pursuant to the requirements of 18 U.S.C. § 1350 and is not being filed as a part of the Report or as a separate disclosure document.

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Document and Entity Information Document - shares	3 Months Ended
	Mar. 31, 2022	Apr. 29, 2022
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-35805
Entity Registrant Name	Boise Cascade Company
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	BCC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		39,447,442
Entity Central Index Key	0001328581
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Sales
Sales	$ 2,326,282	$ 1,821,316
Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,729,896	1,450,434
Depreciation and amortization	20,543	19,539
Selling and distribution expenses	146,651	120,917
General and administrative expenses	26,052	25,262
Other (income) expense, net	(2,488)	(97)
Total costs and expenses	1,920,654	1,616,055
Income from operations	405,628	205,261
Foreign currency exchange gain	132	154
Pension expense (excluding service costs)	(171)	(19)
Interest expense	(6,254)	(5,875)
Interest income	65	59
Change in fair value of interest rate swaps	2,066	1,024
Total nonoperating income (expense)	(4,162)	(4,657)
Income before income taxes	401,466	200,604
Income tax provision	(98,866)	(51,448)
Net income	$ 302,600	$ 149,156
Weighted average common shares outstanding:
Basic (in shares)	39,474	39,355
Diluted (in shares)	39,768	39,630
Net income per common share:
Basic (in dollars per share)	$ 7.67	$ 3.79
Diluted (in dollars per share)	7.61	3.76
Dividends declared per common share	$ 0.12	$ 0.10

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Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 302,600	$ 149,156
Defined benefit pension plans
Amortization of actuarial (gain) loss, net of tax	16	(4)
Effects of Settlements, net of tax	98	0
Other comprehensive income (loss), net of tax	114	(4)
Comprehensive income	$ 302,714	$ 149,152

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Consolidated Statements of Comprehensive Income (Unaudited) Parentheticals - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Amortization of actuarial (gain) loss, tax	$ 5	$ (1)
Effect of settlements, tax effect	$ 32	$ 0

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Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current
Cash and cash equivalents	$ 922,721	$ 748,907
Receivables
Trade, less allowances	665,136	444,325
Related parties	184	211
Other	14,926	17,692
Inventories	804,668	660,671
Prepaid expenses and other	15,270	14,072
Total current assets	2,422,905	1,885,878
Property and equipment, net	491,395	495,240
Operating lease right-of-use assets	60,007	62,663
Finance lease right-of-use assets	28,409	29,057
Timber deposits	8,954	9,461
Goodwill	60,382	60,382
Intangible assets, net	15,045	15,351
Deferred income taxes	8,822	6,589
Other assets	10,008	8,019
Total assets	3,105,927	2,572,640
Accounts payable
Trade	493,732	334,985
Related parties	1,557	1,498
Accrued liabilities
Compensation and benefits	103,778	128,518
Income taxes payable	93,393	0
Interest payable	4,998	9,886
Other	182,705	165,859
Total current liabilities	880,163	640,746
Debt
Long-term debt	444,836	444,628
Other
Compensation and benefits	28,062	28,365
Operating lease liabilities, net of current portion	52,449	55,263
Finance lease liabilities, net of current portion	31,451	31,898
Deferred income taxes	5,112	3,641
Other long-term liabilities	15,165	15,480
Total other liabilities	132,239	134,647
Commitments and contingent liabilities
Stockholders' equity
Preferred Stock, Value, Issued	$ 0	$ 0
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock, Value, Issued	$ 448	$ 447
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	44,815,000	44,698,000
Treasury Stock, Common, Value	$ (138,909)	$ (138,909)
Treasury stock, at cost	5,367,000	5,367,000
Additional paid-in capital	$ 541,737	$ 543,249
Accumulated other comprehensive loss	(933)	(1,047)
Retained earnings	1,246,346	948,879
Total stockholders' equity	1,648,689	1,352,619
Total liabilities and stockholders' equity	$ 3,105,927	$ 2,572,640

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Consolidated Balance Sheets (Current Period Unaudited) Parenthetical - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Trade receivables, allowances	$ 3,110	$ 2,054

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Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash provided by (used for) operations
Net income	$ 302,600	$ 149,156
Items in net income not using (providing) cash
Depreciation and amortization, including deferred financing costs and other	20,993	19,950
Stock-based compensation	2,392	2,092
Pension expense	171	19
Deferred income taxes	(729)	(2,244)
Change in fair value of interest rate swaps	(2,066)	(1,024)
Other	(2,412)	4
Decrease (increase) in working capital
Receivables	(218,018)	(161,833)
Inventories	(143,997)	(108,220)
Prepaid expenses and other	(3,227)	(2,444)
Accounts payable and accrued liabilities	147,425	125,064
Pension contributions	(655)	(78)
Income taxes payable	95,352	52,565
Other	1,116	(756)
Net cash provided by operations	198,945	72,251
Cash provided by (used for) investment
Expenditures for property and equipment	(17,448)	(13,301)
Proceeds from sales of assets and other	2,581	136
Net cash used for investment	(14,867)	(13,165)
Cash provided by (used for) financing
Dividends paid on common stock	(5,939)	(4,440)
Tax withholding payments on stock-based awards	(3,930)	(2,729)
Other	(395)	(317)
Net cash used for financing	(10,264)	(7,486)
Net increase in cash and cash equivalents	173,814	51,600
Balance at beginning of the period	748,907	405,382
Balance at end of the period	$ 922,721	$ 456,982

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Consolidated Statements of Stockholders' Equity (Unaudited) Statement - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Retained Earnings [Member]
Beginning balance, common stock, shares issued at Dec. 31, 2020		44,568
Beginning balance, net of taxes at Dec. 31, 2020	$ 850,799	$ 446	$ (138,909)	$ 538,006	$ (1,078)	$ 452,334
Beginning balance, treasury stock, shares at Dec. 31, 2020			5,367
Net income	149,156					149,156
Other comprehensive income (loss)	(4)				(4)
Common stock issued, shares		130
Common stock issued, value	1	$ 1
Stock-based compensation	2,092			2,092
Common stock dividends	$ (4,116)					(4,116)
Dividends declared per common share	$ 0.10
Tax withholding payments on stock-based awards	$ (2,729)			(2,729)
Proceeds from exercise of stock options	63			63
Other	(1)			(1)
Ending balance, common stock, shares issued at Mar. 31, 2021		44,698
Ending balance, net of taxes at Mar. 31, 2021	$ 995,261	$ 447	$ (138,909)	537,431	(1,082)	597,374
Ending balance, treasury stock, shares at Mar. 31, 2021			5,367
Beginning balance, common stock, shares issued at Dec. 31, 2021	44,698	44,698
Beginning balance, net of taxes at Dec. 31, 2021	$ 1,352,619	$ 447	$ (138,909)	543,249	(1,047)	948,879
Beginning balance, treasury stock, shares at Dec. 31, 2021	5,367		5,367
Net income	$ 302,600					302,600
Other comprehensive income (loss)	114				114
Common stock issued, shares		117
Common stock issued, value	1	$ 1
Stock-based compensation	2,392			2,392
Common stock dividends	$ (5,133)					(5,133)
Dividends declared per common share	$ 0.12
Tax withholding payments on stock-based awards	$ (3,930)			(3,930)
Proceeds from exercise of stock options	27			27
Other	$ (1)			(1)
Ending balance, common stock, shares issued at Mar. 31, 2022	44,815	44,815
Ending balance, net of taxes at Mar. 31, 2022	$ 1,648,689	$ 448	$ (138,909)	$ 541,737	$ (933)	$ 1,246,346
Ending balance, treasury stock, shares at Mar. 31, 2022	5,367		5,367

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Nature of Operations and Consolidation (Notes)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations and Consolidation

Nature of Operations and Consolidation

Nature of Operations

    Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. We are one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading United States wholesale distributor of building products.

    We operate our business using two reportable segments: (1) Wood Products, which primarily manufactures EWP and plywood, and (2) Building Materials Distribution (BMD), which is a wholesale distributor of building materials. For more information, see Note 10, Segment Information.

Consolidation

    The accompanying quarterly consolidated financial statements have not been audited by an independent registered public accounting firm but, in the opinion of management, include all adjustments necessary to present fairly the financial position, results of operations, cash flows, and stockholders' equity for the interim periods presented. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. The quarterly consolidated financial statements include the accounts of Boise Cascade and its subsidiaries after elimination of intercompany balances and transactions. Quarterly results are not necessarily indicative of results that may be expected for the full year. These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our 2021 Form 10-K and the other reports we file with the Securities and Exchange Commission.

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Summary of Significant Accounting Policies (Notes)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.    Summary of Significant Accounting Policies

Accounting Policies

    The complete summary of significant accounting policies is included in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2021 Form 10-K.

Use of Estimates

    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement, medical, and workers' compensation benefits; assumptions used in the determination of right-of-use (ROU) assets and related lease liabilities; stock-based compensation; fair value measurements; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.  

Revenue Recognition

    Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For revenue disaggregated by major product line for each reportable segment, see Note 10, Segment Information.

    Fees for shipping and handling charged to customers for sales transactions are included in "Sales" in our Consolidated Statements of Operations. When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as fulfillment costs. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations. In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers. For our BMD segment, costs related to shipping and handling of $56.3 million and $46.5 million, for the three months ended March 31, 2022 and 2021, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations. In our BMD segment, our activities relate to the purchase and resale of finished product, and excluding shipping and handling costs from “Materials, labor, and other operating expenses (excluding depreciation)” provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions.

Customer Rebates and Allowances

    Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment, as well as temporary protection from price increases. We provide the rebates to increase the sell-through of our products. Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At March 31, 2022 and December 31, 2021, we had $147.2 million and $138.1 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We adjust our estimate of revenue at the earlier of when the probability of rebates paid changes or when the amounts become fixed. There have not been significant changes to our estimates of rebates, although it is reasonably possible that a change in the estimate may occur.

Vendor Rebates and Allowances

    We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. At March 31, 2022 and December 31, 2021, we had $10.4 million and $13.0 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets. Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.

Leases

    We primarily lease land, building, and equipment under operating and finance leases. We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or upon modification. Substantially all of our leases with initial terms greater than one year are for real estate, including distribution centers, corporate headquarters, land, and other office space. Substantially all of these lease agreements have fixed payment terms based on the passage of time and are recorded in our BMD segment. Many of our leases include fixed escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when appropriate. Renewal options generally range from one to ten years with fixed payment terms similar to those in the original lease agreements. Some lease agreements provide us with the option to purchase the leased property at market value. Our lease agreements do not contain any residual value guarantees.

    ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. The current portion of our operating and finance lease liabilities are recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

    We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. In determining our incremental borrowing rates, we

give consideration to publicly available interest rates for instruments with similar characteristics, including credit rating, term, and collateralization.

    For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably certain of exercising. Variable lease expense generally includes reimbursement of actual costs for common area maintenance, property taxes, and insurance on leased real estate and are recorded as incurred. Most of our operating lease expense was recorded in "Selling and distribution expenses" in our Consolidated Statements of Operations. In addition, we do not separate lease and non-lease components for all of our leases.

    Our short-term leases primarily include equipment rentals with lease terms on a month-to-month basis, which provide for our seasonal needs and flexibility in the use of equipment. Our short-term leases also include certain real estate for which either party has the right to cancel upon providing notice of 30 to 90 days. We do not recognize ROU assets or lease liabilities for short-term leases.

Inventories

    Inventories included the following (work in process is not material):

	March 31, 2022		December 31, 2021
	(thousands)
Finished goods and work in process	$	712,938	$	573,908
Logs	51,437		47,401
Other raw materials and supplies	40,293		39,362
	$	804,668	$	660,671

Property and Equipment

    Property and equipment consisted of the following asset classes:

	March 31, 2022		December 31, 2021
	(thousands)
Land	$	51,564	$	51,564
Buildings	179,044		178,323
Improvements	67,539		66,492
Mobile equipment, information technology, and office furniture	194,395		191,134
Machinery and equipment	739,626		735,979
Construction in progress	37,533		35,912
	1,269,701		1,259,404
Less: accumulated depreciation	(778,306)		(764,164)
	$	491,395	$	495,240

Fair Value

    Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under GAAP gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3).

Financial Instruments

    Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and interest rate swaps. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds. As of March 31, 2022 and December 31, 2021, we held $859.1 million and $701.6 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. At March 31, 2022 and December 31, 2021, the book value of our fixed-rate debt for each period was $400.0 million, and the fair value was estimated to be $391.0 million and $420.0 million, respectively. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt. We estimated the fair value of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our variable-rate debt is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. Because the interest rate on the variable-rate debt is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our variable-rate debt approximates book value. As discussed below, we also have interest rate swaps to mitigate our variable interest rate exposure, the fair value of which is measured based on Level 2 inputs.

Interest Rate Risk and Interest Rate Swaps

    We are exposed to interest rate risk arising from fluctuations in variable-rate LIBOR on our term loan and when we have loan amounts outstanding on our Revolving Credit Facility. At March 31, 2022, we had $50.0 million of variable-rate debt outstanding based on one-month LIBOR. Our objective is to limit the variability of interest payments on our debt. To meet this objective, we enter into receive-variable, pay-fixed interest rate swaps to change the variable-rate cash flow exposure to fixed-rate cash flows. In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk. We do not speculate using derivative instruments.

    At December 31, 2021, we had two interest rate swap agreements. Under the interest rate swaps, we receive one-month LIBOR-based variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $50.0 million of variable rate debt exposure. Payments on one interest rate swap, entered into in 2016, with a notional principal amount of $50.0 million were due on a monthly basis at an annual fixed rate of 1.007%, and this swap expired in February 2022 (Initial Swap). During 2020, we entered into another forward interest rate swap agreement which commenced on the expiration date of the Initial Swap. Payments on this interest rate swap with a notional principal amount of $50.0 million are due on a monthly basis at an annual fixed rate of 0.39%, and this swap expires in June 2025.

    The interest rate swap agreements were not designated as cash flow hedges, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in our Consolidated Statements of Operations rather than through other comprehensive income. At March 31, 2022, we recorded a long-term asset of $3.3 million in "Other assets" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreement. At December 31, 2021, we recorded a long-term asset of $1.2 million in "Other assets" on our Consolidated Balance Sheets, and we also recorded a long-term liability of $0.1 million in "Other long-term liabilities" on our Consolidated Balance Sheets, representing the fair value of the interest rate swap agreements. The swaps were valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

Concentration of Credit Risk

    We are exposed to credit risk related to customer accounts receivable. In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations. At March 31, 2022, receivables from two customers accounted for approximately 18% and 12% of total receivables. At December 31, 2021, receivables from these two customers accounted for approximately 20% and 12% of total receivables. No other customer accounted for 10% or more of total receivables.

New and Recently Adopted Accounting Standards

    In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. This ASU requires an acquirer to account for revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The updated guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We are currently evaluating the effects of this ASU on our consolidated financial statements and disclosures.

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

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Income Taxes (Notes)

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

    For the three months ended March 31, 2022 and 2021, we recorded $98.9 million and $51.4 million, respectively, of income tax expense and had an effective rate of 24.6% and 25.6%, respectively. For both periods, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes.

    During the three months ended March 31, 2022 and 2021, cash paid for taxes, net of refunds received, were $4.2 million and $1.0 million, respectively.

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Net Income Per Common Share (Notes)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Income Per Common Share

Net Income Per Common Share

    Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Weighted average common shares outstanding for the basic net income per common share calculation includes certain vested restricted stock units (RSUs) and performance stock units (PSUs) as there are no conditions under which those shares will not be issued. Diluted net income per common share is computed by dividing net income by the combination of the weighted average number of common shares outstanding during the period and other potentially dilutive weighted average common shares. Other potentially dilutive weighted average common shares include the dilutive effect of stock options, RSUs, and PSUs for each period using the treasury stock method. Under the treasury stock method, the exercise price of a share and the amount of compensation expense, if any, for future service that has not yet been recognized are assumed to be used to repurchase shares in the current period.

    The following table sets forth the computation of basic and diluted net income per common share:

	Three Months Ended March 31
	2022		2021
	(thousands, except per-share data)
Net income	$	302,600	$	149,156
Weighted average common shares outstanding during the period (for basic calculation)	39,474		39,355
Dilutive effect of other potential common shares	294		275
Weighted average common shares and potential common shares (for diluted calculation)	39,768		39,630
Net income per common share - Basic	$	7.67	$	3.79
Net income per common share - Diluted	$	7.61	$	3.76

    The computation of the dilutive effect of other potential common shares excludes stock awards representing an insignificant number of shares of common stock in both the three months ended March 31, 2022 and 2021. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

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Debt (Notes)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

Debt

    Long-term debt consisted of the following:

	March 31, 2022		December 31, 2021
	(thousands)
Asset-based revolving credit facility due 2025	$	—	$	—
Asset-based credit facility term loan due 2025	50,000		50,000
4.875% senior notes due 2030	400,000		400,000
Deferred financing costs	(5,164)		(5,372)
Long-term debt	$	444,836	$	444,628

Asset-Based Credit Facility

    On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into an Amended and Restated Credit Agreement, as amended, (Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders. The Amended Agreement includes a $350 million senior secured asset-based revolving credit facility (Revolving Credit Facility) and a $50.0 million term loan (ABL Term Loan) maturing on March 13, 2025. Interest on borrowings under our Revolving Credit Facility and ABL Term Loan are payable monthly. Borrowings under the Amended Agreement are constrained by a borrowing base formula dependent upon levels of eligible receivables and inventory reduced by outstanding borrowings and letters of credit (Availability).

    The Amended Agreement is secured by a first-priority security interest in substantially all of our assets, except for property and equipment. The proceeds of borrowings under the agreement are available for working capital and other general corporate purposes.

    The Amended Agreement contains customary nonfinancial covenants, including a negative pledge covenant and restrictions on new indebtedness, investments, distributions to equity holders, asset sales, and affiliate transactions, the scope of which are dependent on the Availability existing from time to time. The Amended Agreement also contains a requirement that we meet a 1:1 fixed-charge coverage ratio (FCCR), applicable only if Availability falls below 10% of the aggregate revolving lending commitments (or $35 million). Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at March 31, 2022 was $346.0 million.

    The Amended Agreement permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Amended Agreement, and (ii) pro forma Excess Availability (as defined in the Amended Agreement) is equal to or exceeds 25% of the aggregate Revolver Commitments (as defined in the Amended Agreement) or (iii) (x) pro forma Excess Availability is equal to or exceeds 15% of the aggregate Revolver Commitment and (y) our fixed-charge coverage ratio is greater than or equal to 1:1 on a pro forma basis.

    Revolving Credit Facility

    Interest rates under the Revolving Credit Facility are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.25% to 1.50% for loans based on LIBOR and from 0.25% to 0.50% for loans based on the base rate. The spread is determined on the basis of a pricing grid that results in a higher spread as average quarterly Availability declines. Letters of credit are subject to a fronting fee payable to the issuing bank and a fee payable to the lenders equal to the LIBOR margin rate. In addition, we are required to pay an unused commitment fee at a rate of 0.25% per annum of the average unused portion of the lending commitments.

    At both March 31, 2022 and December 31, 2021, we had no borrowings outstanding under the Revolving Credit Facility and $4.0 million of letters of credit outstanding. These letters of credit and borrowings, if any, reduce availability under the Revolving Credit Facility by an equivalent amount.

    ABL Term Loan

    The ABL Term Loan was provided by institutions within the Farm Credit system. Borrowings under the ABL Term Loan may be repaid from time to time at the discretion of the borrowers without premium or penalty. However, any principal amount of ABL Term Loan repaid may not be subsequently re-borrowed.

    Interest rates under the ABL Term Loan are based, at our election, on either LIBOR or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.75% to 2.00% for LIBOR rate loans and from 0.75% to 1.00% for base rate loans, both dependent on the amount of Average Excess Availability (as defined in the Amended Agreement). During the three months ended March 31, 2022, the average interest rate on the ABL Term Loan was approximately 1.92%.

    We have received and expect to continue receiving patronage credits under the ABL Term Loan. Patronage credits are distributions of profits from banks in the Farm Credit system, which are cooperatives that are required to distribute profits to their members. Patronage distributions, which are generally made in cash, are received in the year after they are earned. Patronage credits are recorded as a reduction to interest expense in the year earned. After giving effect to expected patronage distributions, the effective average net interest rate on the ABL Term Loan was approximately 0.9% during the three months ended March 31, 2022.

2030 Notes

    On July 27, 2020, we issued $400 million of 4.875% senior notes due July 1, 2030 (2030 Notes) through a private placement that was exempt from the registration requirements of the Securities Act. Interest on our 2030 Notes is payable semiannually in arrears on January 1 and July 1. The 2030 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Amended Agreement.

    The 2030 Notes are senior unsecured obligations and rank equally with all of the existing and future senior indebtedness of Boise Cascade Company and of the guarantors, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Amended Agreement to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the 2030 Notes.

    The terms of the indenture governing the 2030 Notes, among other things, limit the ability of Boise Cascade and our restricted subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of their assets; enter into transactions with affiliates; and sell or transfer certain assets. The indenture governing the 2030 Notes permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the indenture, and (ii) our consolidated leverage ratio is no greater than 3.5:1, or (iii) the dividend, together with other dividends since the issue date, would not exceed our "builder" basket under the indenture. In addition, the indenture includes certain specific baskets for the payment of dividends.

    The indenture governing the 2030 Notes provides for customary events of default and remedies.

Interest Rate Swaps

    For information on interest rate swaps, see Interest Rate Risk and Interest Rate Swaps of Note 2, Summary of Significant Accounting Policies.

Cash Paid for Interest

    For the three months ended March 31, 2022 and 2021, cash payments for interest were $10.6 million and $8.7 million, respectively.

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Leases (Notes)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Lessee, Operating Leases

Leases

Lease Costs

    The components of lease expense were as follows:

	Three Months Ended March 31
	2022		2021
	(thousands)
Operating lease cost	$	3,561	$	3,363
Finance lease cost
Amortization of right-of-use assets	626		606
Interest on lease liabilities	587		592
Variable lease cost	1,034		785
Short-term lease cost	1,312		1,083
Sublease income	(112)		(30)
Total lease cost	$	7,008	$	6,399

Other Information

    Supplemental cash flow information related to leases was as follows:

	Three Months Ended March 31
	2022	2021
	(thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	3,440	3,250
Operating cash flows from finance leases	587	586
Financing cash flows from finance leases	422	380
Right-of-use assets obtained in exchange for lease obligations
Operating leases	—	—
Finance leases	—	—

    Other information related to leases was as follows:

	March 31, 2022		December 31, 2021
Weighted-average remaining lease term (years)
Operating leases	7		7
Finance leases	15		15
Weighted-average discount rate
Operating leases	5.9	%	5.9	%
Finance leases	7.5	%	7.5	%

    As of March 31, 2022, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

	Operating Leases		Finance Leases
	(thousands)
Remainder of 2022	$	10,810	$	3,014
2023	14,657		4,058
2024	12,593		4,051
2025	10,472		3,735
2026	6,415		3,580
Thereafter	24,308		36,809
Total future minimum lease payments	79,255		55,247
Less: interest	(15,625)		(22,084)
Total lease obligations	63,630		33,163
Less: current obligations	(11,181)		(1,712)
Long-term lease obligations	$	52,449	$	31,451

Leases, Finance Leases

Leases

Lease Costs

    The components of lease expense were as follows:

	Three Months Ended March 31
	2022		2021
	(thousands)
Operating lease cost	$	3,561	$	3,363
Finance lease cost
Amortization of right-of-use assets	626		606
Interest on lease liabilities	587		592
Variable lease cost	1,034		785
Short-term lease cost	1,312		1,083
Sublease income	(112)		(30)
Total lease cost	$	7,008	$	6,399

Other Information

    Supplemental cash flow information related to leases was as follows:

	Three Months Ended March 31
	2022	2021
	(thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	3,440	3,250
Operating cash flows from finance leases	587	586
Financing cash flows from finance leases	422	380
Right-of-use assets obtained in exchange for lease obligations
Operating leases	—	—
Finance leases	—	—

    Other information related to leases was as follows:

	March 31, 2022		December 31, 2021
Weighted-average remaining lease term (years)
Operating leases	7		7
Finance leases	15		15
Weighted-average discount rate
Operating leases	5.9	%	5.9	%
Finance leases	7.5	%	7.5	%

    As of March 31, 2022, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

	Operating Leases		Finance Leases
	(thousands)
Remainder of 2022	$	10,810	$	3,014
2023	14,657		4,058
2024	12,593		4,051
2025	10,472		3,735
2026	6,415		3,580
Thereafter	24,308		36,809
Total future minimum lease payments	79,255		55,247
Less: interest	(15,625)		(22,084)
Total lease obligations	63,630		33,163
Less: current obligations	(11,181)		(1,712)
Long-term lease obligations	$	52,449	$	31,451

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Stock-Based Compensation (Notes)

3 Months Ended

Mar. 31, 2022

Compensation Related Costs [Abstract]

Stock-Based Compensation

Stock-Based Compensation

    In first quarter 2022 and 2021, we granted two types of stock-based awards under our incentive plan: performance stock units (PSUs) and restricted stock units (RSUs).

PSU and RSU Awards

    During the three months ended March 31, 2022, we granted 66,180 PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the number of shares actually awarded will range from 0% and 200% of the target amount, depending upon Boise Cascade's 2022 return on invested capital (ROIC), as approved by our Compensation Committee in accordance with the related grant agreement. We define ROIC as net operating profit after taxes (NOPAT) divided by average invested capital (based on a rolling thirteen-month average). We define NOPAT as net income plus after-tax financing expense. Invested capital is defined as total assets plus capitalized lease expense, less current liabilities, excluding short-term debt. For our other employees, the number of shares actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade’s 2022 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, as approved by executive management, determined in accordance with the related grant agreement. Because the PSUs contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.

    During the three months ended March 31, 2021, we granted 73,265 PSUs to our officers and other employees, subject to performance and service conditions. During the 2021 performance period, officers and other employees both earned 200% of the target based on Boise Cascade’s 2021 ROIC and EBITDA, as applicable, determined by our Compensation Committee and executive management in accordance with the related grant agreements.

    The PSUs granted to officers generally vest in a single installment three years from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date.

    During the three months ended March 31, 2022 and 2021, we granted an aggregate of 81,523 and 96,622 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions. The RSUs granted to officers and other employees vest in three equal tranches each year after the grant date. The RSUs granted to nonemployee directors vest over a one year period.

    We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date. During the three months ended March 31, 2022 and 2021, the total fair value of PSUs and RSUs vested was $12.0 million and $9.2 million, respectively.

    The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the three months ended March 31, 2022:

	PSUs			RSUs
	Number of shares	Weighted Average Grant-Date Fair Value		Number of shares	Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2021	246,210	$	39.50	161,300	$	45.08
Granted	66,180	79.81		81,523	79.81
Performance condition adjustment (a)	64,399	52.45		—	—
Vested	(58,935)	34.41		(91,327)	43.47
Forfeited	—	—		—	—
Outstanding, March 31, 2022	317,854	$	51.46	151,496	$	64.74

_______________________________ 

(a)    Represents additional PSUs granted during the three months ended March 31, 2022, related to the 2021 performance condition adjustment described above.

Compensation Expense

    We record compensation expense over the awards' vesting period and account for share-based award forfeitures as they occur, rather than making estimates of future forfeitures. Any shares not vested are forfeited. We recognize compensation expense for stock awards with only service conditions on a straight-line basis over the requisite service period. Most of our share-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations. Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows:

	Three Months Ended March 31
	2022		2021
	(thousands)
PSUs	$	1,306	$	1,089
RSUs	1,086		1,003
Total	$	2,392	$	2,092

    The related tax benefit for the three months ended March 31, 2022 and 2021, was $0.6 million and $0.5 million respectively. As of March 31, 2022, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $20.5 million. This expense is expected to be recognized over a weighted-average period of 2.2 years.

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Stockholders' Equity (Notes)

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders' Equity    

Dividends

    On November 14, 2017, we announced that our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock. For more information regarding our dividend declarations and payments made during each of the three months ended March 31, 2022 and 2021, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

    On May 5, 2022, our board of directors declared a quarterly dividend of $0.12 per share on our common stock, as well as a supplemental dividend of $2.50 per share on our common stock, both payable on June 15, 2022, to stockholders of record on June 1, 2022. For a description of the restrictions in our asset-based credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 5, Debt.

    Future dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, 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.

Accumulated Other Comprehensive Loss

    The following table details the changes in accumulated other comprehensive loss for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31
	2022		2021
	(thousands)
Beginning balance, net of taxes	$	(1,047)	$	(1,078)
Amortization of actuarial (gain) loss, before taxes (a)	21		(5)
Effect of settlements, before taxes (a)	130		—
Income taxes	(37)		1
Ending balance, net of taxes	$	(933)	$	(1,082)

___________________________________ 

(a)    Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost.

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Transactions With Related Party (Notes)

3 Months Ended

Mar. 31, 2022

Related Party Transactions [Abstract]

Transactions With Related Party

Transactions With Related Party

    Louisiana Timber Procurement Company, L.L.C. (LTP) is an unconsolidated variable-interest entity that is 50% owned by us and 50% owned by Packaging Corporation of America (PCA). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of us and PCA in Louisiana. We are not the primary beneficiary of LTP as we do not have power to direct the activities that most significantly affect the economic performance of LTP. Accordingly, we do not consolidate LTP's results in our financial statements.

Sales

    Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $3.7 million and $3.3 million, respectively, during the three months ended March 31, 2022 and 2021. These sales are recorded in "Sales" in our Consolidated Statements of Operations.

Costs and Expenses     Related-party wood fiber purchases from LTP were $20.8 million and $20.3 million, respectively, during the three months ended March 31, 2022 and 2021. These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.

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Segment Information (Notes)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Segment Information

Segment Information

    We operate our business using two reportable segments: Wood Products and BMD. Unallocated corporate costs are presented as reconciling items to arrive at operating income. There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 16, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2021 Form 10-K.    

    Wood Products and BMD segment sales to external customers, including related parties, by product line are as follows:

	Three Months Ended March 31
	2022		2021
	(millions)
Wood Products (a)
LVL (b)	$	1.7	$	6.0
I-joists (b)	(2.2)		4.8
Other engineered wood products (b)	11.8		10.6
Plywood and veneer	161.2		122.9
Lumber	17.7		18.9
Byproducts	19.1		17.6
Other	5.2		5.8
	214.5		186.5
Building Materials Distribution
Commodity	1,102.0		906.2
General line	615.1		472.7
Engineered wood products	394.7		255.9
	2,111.8		1,634.8
	$	2,326.3	$	1,821.3

 ___________________________________  

(a)    Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our BMD segment.

(b)    Sales of EWP to external customers are net of the cost of all EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, dealers, and homebuilders). For the three months ended March 31, 2022 and 2021, approximately 79% and 78%, respectively, of Wood Products' EWP sales volumes were to our BMD segment.

    An analysis of our operations by segment is as follows: 

	Three Months Ended March 31
	2022		2021
	(thousands)
Net sales by segment
Wood Products	$	558,944	$	432,335
Building Materials Distribution	2,111,833		1,634,777
Intersegment eliminations (a)	(344,495)		(245,796)
Total net sales	$	2,326,282	$	1,821,316
Segment operating income
Wood Products	$	190,116	$	97,052
Building Materials Distribution	225,892		120,219
Total segment operating income	416,008		217,271
Unallocated corporate costs	(10,380)		(12,010)
Income from operations	$	405,628	$	205,261

___________________________________ 

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

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Commitments, Legal Proceedings and Contingencies, and Guarantees (Notes)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments Contingencies and Guarantees [Text Block]

Commitments, Legal Proceedings and Contingencies, and Guarantees

Commitments

    We are a party to a number of long-term log supply agreements that are discussed in Note 17, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2021 Form 10-K. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business. As of March 31, 2022, there have been no material changes to the above commitments disclosed in the 2021 Form 10-K.

Legal Proceedings and Contingencies

    We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, and employment-related claims, among others. As of the date of this filing, we believe it is not reasonably possible that any of the legal actions against us will, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

Guarantees

    We provide guarantees, indemnifications, and assurances to others. Note 17, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2021 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of March 31, 2022, there have been no material changes to the guarantees disclosed in the 2021 Form 10-K.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Use of Estimates [Policy Text Block]

Use of Estimates    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement, medical, and workers' compensation benefits; assumptions used in the determination of right-of-use (ROU) assets and related lease liabilities; stock-based compensation; fair value measurements; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

Revenue Recognition [Policy Text Block]

Revenue Recognition

    Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For revenue disaggregated by major product line for each reportable segment, see Note 10, Segment Information.

    Fees for shipping and handling charged to customers for sales transactions are included in "Sales" in our Consolidated Statements of Operations. When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as fulfillment costs. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations. In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers. For our BMD segment, costs related to shipping and handling of $56.3 million and $46.5 million, for the three months ended March 31, 2022 and 2021, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations. In our BMD segment, our activities relate to the purchase and resale of finished product, and excluding shipping and handling costs from “Materials, labor, and other operating expenses (excluding depreciation)” provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions.

Customer Rebates and Allowances

    Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment, as well as temporary protection from price increases. We provide the rebates to increase the sell-through of our products. Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At March 31, 2022 and December 31, 2021, we had $147.2 million and $138.1 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We adjust our estimate of revenue at the earlier of when the probability of rebates paid changes or when the amounts become fixed. There have not been significant changes to our estimates of rebates, although it is reasonably possible that a change in the estimate may occur.

Vendor Rebates and Allowances [Policy Text Block]

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

Lessee, Leases [Policy Text Block]

Leases

    We primarily lease land, building, and equipment under operating and finance leases. We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or upon modification. Substantially all of our leases with initial terms greater than one year are for real estate, including distribution centers, corporate headquarters, land, and other office space. Substantially all of these lease agreements have fixed payment terms based on the passage of time and are recorded in our BMD segment. Many of our leases include fixed escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when appropriate. Renewal options generally range from one to ten years with fixed payment terms similar to those in the original lease agreements. Some lease agreements provide us with the option to purchase the leased property at market value. Our lease agreements do not contain any residual value guarantees.

    ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. The current portion of our operating and finance lease liabilities are recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

    We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. In determining our incremental borrowing rates, we

give consideration to publicly available interest rates for instruments with similar characteristics, including credit rating, term, and collateralization.

    For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably certain of exercising. Variable lease expense generally includes reimbursement of actual costs for common area maintenance, property taxes, and insurance on leased real estate and are recorded as incurred. Most of our operating lease expense was recorded in "Selling and distribution expenses" in our Consolidated Statements of Operations. In addition, we do not separate lease and non-lease components for all of our leases.

    Our short-term leases primarily include equipment rentals with lease terms on a month-to-month basis, which provide for our seasonal needs and flexibility in the use of equipment. Our short-term leases also include certain real estate for which either party has the right to cancel upon providing notice of 30 to 90 days. We do not recognize ROU assets or lease liabilities for short-term leases.

Fair Value [Policy Text Block]

Fair Value

    Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under GAAP gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3).

Financial Instruments [Policy Text Block]

Financial Instruments

    Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and interest rate swaps. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds. As of March 31, 2022 and December 31, 2021, we held $859.1 million and $701.6 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. At March 31, 2022 and December 31, 2021, the book value of our fixed-rate debt for each period was $400.0 million, and the fair value was estimated to be $391.0 million and $420.0 million, respectively. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt. We estimated the fair value of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our variable-rate debt is based on market conditions such as the London Interbank Offered Rate (LIBOR) or a base rate. Because the interest rate on the variable-rate debt is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our variable-rate debt approximates book value. As discussed below, we also have interest rate swaps to mitigate our variable interest rate exposure, the fair value of which is measured based on Level 2 inputs.

Derivatives [Policy Text Block]

In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk. We do not speculate using derivative instruments.

New and recently adopted accounting standards [Policy Text Block]

New and Recently Adopted Accounting Standards

    In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. This ASU requires an acquirer to account for revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The updated guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We are currently evaluating the effects of this ASU on our consolidated financial statements and disclosures.

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

Compensation Related Costs [Policy Text Block]

We record compensation expense over the awards' vesting period and account for share-based award forfeitures as they occur, rather than making estimates of future forfeitures. Any shares not vested are forfeited. We recognize compensation expense for stock awards with only service conditions on a straight-line basis over the requisite service period.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Inventories [Table Text Block]

Inventories included the following (work in process is not material):

	March 31, 2022		December 31, 2021
	(thousands)
Finished goods and work in process	$	712,938	$	573,908
Logs	51,437		47,401
Other raw materials and supplies	40,293		39,362
	$	804,668	$	660,671

Property and Equipment [Table Text Block]

Property and equipment consisted of the following asset classes:

	March 31, 2022		December 31, 2021
	(thousands)
Land	$	51,564	$	51,564
Buildings	179,044		178,323
Improvements	67,539		66,492
Mobile equipment, information technology, and office furniture	194,395		191,134
Machinery and equipment	739,626		735,979
Construction in progress	37,533		35,912
	1,269,701		1,259,404
Less: accumulated depreciation	(778,306)		(764,164)
	$	491,395	$	495,240

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Net Income Per Common Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Income Per Common Share [Table Text Block]

The following table sets forth the computation of basic and diluted net income per common share:

	Three Months Ended March 31
	2022		2021
	(thousands, except per-share data)
Net income	$	302,600	$	149,156
Weighted average common shares outstanding during the period (for basic calculation)	39,474		39,355
Dilutive effect of other potential common shares	294		275
Weighted average common shares and potential common shares (for diluted calculation)	39,768		39,630
Net income per common share - Basic	$	7.67	$	3.79
Net income per common share - Diluted	$	7.61	$	3.76

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Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt [Table Text Block]

Long-term debt consisted of the following:

	March 31, 2022		December 31, 2021
	(thousands)
Asset-based revolving credit facility due 2025	$	—	$	—
Asset-based credit facility term loan due 2025	50,000		50,000
4.875% senior notes due 2030	400,000		400,000
Deferred financing costs	(5,164)		(5,372)
Long-term debt	$	444,836	$	444,628

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Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Lease Costs [Table Text Block]

The components of lease expense were as follows:

	Three Months Ended March 31
	2022		2021
	(thousands)
Operating lease cost	$	3,561	$	3,363
Finance lease cost
Amortization of right-of-use assets	626		606
Interest on lease liabilities	587		592
Variable lease cost	1,034		785
Short-term lease cost	1,312		1,083
Sublease income	(112)		(30)
Total lease cost	$	7,008	$	6,399

Lease Supplemental Cash Flow [Table Text Block]

Supplemental cash flow information related to leases was as follows:

	Three Months Ended March 31
	2022	2021
	(thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	3,440	3,250
Operating cash flows from finance leases	587	586
Financing cash flows from finance leases	422	380
Right-of-use assets obtained in exchange for lease obligations
Operating leases	—	—
Finance leases	—	—

Lessee, Weighted-average Term and Discount Rate [Table Text Block]

Other information related to leases was as follows:

	March 31, 2022		December 31, 2021
Weighted-average remaining lease term (years)
Operating leases	7		7
Finance leases	15		15
Weighted-average discount rate
Operating leases	5.9	%	5.9	%
Finance leases	7.5	%	7.5	%

Minimum Lease Payment Requirements for Operating Lease Liability [Table Text Block]

As of March 31, 2022, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

	Operating Leases		Finance Leases
	(thousands)
Remainder of 2022	$	10,810	$	3,014
2023	14,657		4,058
2024	12,593		4,051
2025	10,472		3,735
2026	6,415		3,580
Thereafter	24,308		36,809
Total future minimum lease payments	79,255		55,247
Less: interest	(15,625)		(22,084)
Total lease obligations	63,630		33,163
Less: current obligations	(11,181)		(1,712)
Long-term lease obligations	$	52,449	$	31,451

Minimum Lease Payment Requirements for Finance Lease Liability [Table Text Block]

As of March 31, 2022, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

	Operating Leases		Finance Leases
	(thousands)
Remainder of 2022	$	10,810	$	3,014
2023	14,657		4,058
2024	12,593		4,051
2025	10,472		3,735
2026	6,415		3,580
Thereafter	24,308		36,809
Total future minimum lease payments	79,255		55,247
Less: interest	(15,625)		(22,084)
Total lease obligations	63,630		33,163
Less: current obligations	(11,181)		(1,712)
Long-term lease obligations	$	52,449	$	31,451

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Compensation Related Costs [Abstract]

Schedule of Nonvested Share Activity [Table Text Block]

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the three months ended March 31, 2022:

	PSUs			RSUs
	Number of shares	Weighted Average Grant-Date Fair Value		Number of shares	Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2021	246,210	$	39.50	161,300	$	45.08
Granted	66,180	79.81		81,523	79.81
Performance condition adjustment (a)	64,399	52.45		—	—
Vested	(58,935)	34.41		(91,327)	43.47
Forfeited	—	—		—	—
Outstanding, March 31, 2022	317,854	$	51.46	151,496	$	64.74

_______________________________ 

(a)    Represents additional PSUs granted during the three months ended March 31, 2022, related to the 2021 performance condition adjustment described above.

Stock-Based Compensation Expense Recognized [Table Text Block]

Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows:

	Three Months Ended March 31
	2022		2021
	(thousands)
PSUs	$	1,306	$	1,089
RSUs	1,086		1,003
Total	$	2,392	$	2,092

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Changes in Accumulated Other Comprehensive Loss [Table Text Block]

The following table details the changes in accumulated other comprehensive loss for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31
	2022		2021
	(thousands)
Beginning balance, net of taxes	$	(1,047)	$	(1,078)
Amortization of actuarial (gain) loss, before taxes (a)	21		(5)
Effect of settlements, before taxes (a)	130		—
Income taxes	(37)		1
Ending balance, net of taxes	$	(933)	$	(1,082)

___________________________________ 

(a)    Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost.

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Sales by Product Line [Table Text Block]

Wood Products and BMD segment sales to external customers, including related parties, by product line are as follows:

	Three Months Ended March 31
	2022		2021
	(millions)
Wood Products (a)
LVL (b)	$	1.7	$	6.0
I-joists (b)	(2.2)		4.8
Other engineered wood products (b)	11.8		10.6
Plywood and veneer	161.2		122.9
Lumber	17.7		18.9
Byproducts	19.1		17.6
Other	5.2		5.8
	214.5		186.5
Building Materials Distribution
Commodity	1,102.0		906.2
General line	615.1		472.7
Engineered wood products	394.7		255.9
	2,111.8		1,634.8
	$	2,326.3	$	1,821.3

 ___________________________________  

(a)    Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our BMD segment.

(b)    Sales of EWP to external customers are net of the cost of all EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, dealers, and homebuilders). For the three months ended March 31, 2022 and 2021, approximately 79% and 78%, respectively, of Wood Products' EWP sales volumes were to our BMD segment.

Segment information [Table Text Block]

An analysis of our operations by segment is as follows: 

	Three Months Ended March 31
	2022		2021
	(thousands)
Net sales by segment
Wood Products	$	558,944	$	432,335
Building Materials Distribution	2,111,833		1,634,777
Intersegment eliminations (a)	(344,495)		(245,796)
Total net sales	$	2,326,282	$	1,821,316
Segment operating income
Wood Products	$	190,116	$	97,052
Building Materials Distribution	225,892		120,219
Total segment operating income	416,008		217,271
Unallocated corporate costs	(10,380)		(12,010)
Income from operations	$	405,628	$	205,261

___________________________________ 

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

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Nature of Operations and Consolidation (Details)	3 Months Ended
	Mar. 31, 2022 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of Reportable Segments	2

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Summary of Significant Accounting Policies:Revenue Recognition (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenue from External Customer [Line Items]
Customer Rebates and Allowances	$ 147.2		$ 138.1
Building Materials Distribution [Member] | Shipping and Handling [Member]
Revenue from External Customer [Line Items]
Cost of Goods and Services Sold	$ 56.3	$ 46.5

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Summary of Significant Accounting Policies Summary of Significant Accounting Policies:Vendor Rebates and Allowances (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Vendor Rebates and Allowances	$ 10.4	$ 13.0

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Summary of Significant Accounting Policies Summary of Significant Accounting Policies:Leases (Details)	3 Months Ended
	Mar. 31, 2022
Lessee, Lease, Description [Line Items]
Lease Term, Minimum Initial Term of Real Estate Leases	1 year
Real Estate Leases, Cancellation Notice, Latest Notice	30 days
Real Estate Leases, Cancellation Notice, Earliest Notice	90 days
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Renewal Term	1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Renewal Term	10 years

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Summary of Significant Accounting Policies:Inventory Valuation (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventory, Net [Abstract]
Finished goods and work in process	$ 712,938	$ 573,908
Logs	51,437	47,401
Other raw materials and supplies	40,293	39,362
Inventories	$ 804,668	$ 660,671

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Summary of Significant Accounting Policies:Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,269,701	$ 1,259,404
Less accumulated depreciation	(778,306)	(764,164)
Property and equipment, net	491,395	495,240
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	51,564	51,564
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	179,044	178,323
Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	67,539	66,492
Mobile equipment, information technology, and office furniture [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	194,395	191,134
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	739,626	735,979
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 37,533	$ 35,912

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Summary of Significant Accounting Policies:Financial Instruments (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Reported Value Measurement [Member] | 4.875% Senior Notes Due 2030 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Fixed-rate debt	$ 400.0	$ 400.0
Level 2 [Member] | Estimate of Fair Value Measurement [Member] | 4.875% Senior Notes Due 2030 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Fixed-rate debt	391.0	420.0
Fair Value, Recurring [Member] | Level 1 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Cash equivalents, fair value	$ 859.1	$ 701.6

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Summary of Significant Accounting Policies:Interest Rate Risk and Interest Rate Swaps (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)	Feb. 28, 2022 USD ($)	Dec. 31, 2021 USD ($) Derivative
Interest Rate Derivatives [Line Items]
Long-term debt	$ 444,836		$ 444,628
Interest Rate Swap [Member]
Interest Rate Derivatives [Line Items]
Number of Derivative Instrument | Derivative			2
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Level 2 [Member] | Other assets [Member]
Interest Rate Derivatives [Line Items]
Fair value of interest rate swap agreements, Asset	3,300		$ 1,200
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Level 2 [Member] | Other Noncurrent Liabilities [Member]
Interest Rate Derivatives [Line Items]
Fair value of interest rate swap agreements, Liability			$ 100
Interest Rate Swap - $50 million notional amount fixed at 1.007% [Member] | Not Designated as Hedging Instrument [Member]
Interest Rate Derivatives [Line Items]
Interest rate swaps, notional amount		$ 50,000
Interest rate swaps, fixed interest rate		1.007%
Interest Rate Swap - $50 million notional amount fixed at 0.39% [Member] | Not Designated as Hedging Instrument [Member]
Interest Rate Derivatives [Line Items]
Interest rate swaps, notional amount	$ 50,000
Interest rate swaps, forward interest rate	0.39%
ABL Term Loan Due 2025
Interest Rate Derivatives [Line Items]
Long-term debt	$ 50,000
ABL Term Loan Due 2025 | London Interbank Offered Rate (LIBOR) [Member]
Interest Rate Derivatives [Line Items]
Debt Instrument, Description of Variable Rate Basis	one-month LIBOR

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Summary of Significant Accounting Policies:Concentration of Credit Risk (Details) - Accounts Receivable [Member] - Credit Concentration Risk [Member]	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Customer One [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	18.00%	20.00%
Customer Two [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	12.00%	12.00%

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax provision	$ 98,866	$ 51,448
Effective income tax rate (as a percent)	24.60%	25.60%
Statutory U.S. income tax rate (as a percent)	21.00%	21.00%
Income taxes paid, net	$ 4,200	$ 1,000

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Net Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net income	$ 302,600	$ 149,156
Computation of basic and diluted net income per common share
Weighted average common shares outstanding during the period (for basic calculation)	39,474	39,355
Dilutive effect of other potential common shares	294	275
Weighted average common shares and potential common shares (for diluted calculation)	39,768	39,630
Net income per common share - Basic	$ 7.67	$ 3.79
Net income per common share - Diluted	$ 7.61	$ 3.76

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Debt:Summary Table (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Deferred financing costs	$ (5,164)	$ (5,372)
Long-term debt	444,836	444,628
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	0	0
ABL Term Loan Due 2025
Debt Instrument [Line Items]
Long-term Debt, Gross	50,000	50,000
Long-term debt	50,000
4.875% Senior Notes Due 2030 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 400,000	$ 400,000

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Debt Asset-Based Revolving Credit Facility (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	May 15, 2015
Asset Based Credit Facility [Member]
Line of Credit Facility [Line Items]
Fixed charge coverage ratio requirement, if availability falls below 10% of aggregate lending commitments (as a percent)	100.00%
Threshold of availability as a percentage of aggregate lending commitments, below which 1:1 fixed charge coverage ratio must be met	10.00%
Threshold of availability, below which 1:1 fixed charge coverage ratio must be met	$ 35,000
Current availability	$ 346,000
Dividend restriction, single threshold, percentage of aggregate Revolver Commitments	25.00%
Dividend restriction, combination thresholds, percentage of aggregate Revolver Commitments	15.00%
Dividend restriction, combination thresholds, fixed-charge coverage ratio (as a percent)	100.00%
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 350,000
Commitment fee rate (as a percentage)	0.25%
Amount outstanding on Revolving Credit Facility	$ 0	$ 0
Letters of credit outstanding	$ 4,000	$ 4,000
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	1.25%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	1.50%
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	0.25%
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	0.50%
ABL Term Loan Due 2025
ABL Term Loan [Abstract]
Debt Instrument, Face Amount			$ 50,000
Debt Instrument, Interest Rate, Stated Percentage	1.92%
Debt Instrument, Interest Rate During Period With Patronage Credits	0.90%
ABL Term Loan Due 2025 | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	1.75%
ABL Term Loan Due 2025 | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	2.00%
ABL Term Loan Due 2025 | Base Rate [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	0.75%
ABL Term Loan Due 2025 | Base Rate [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Basis spread on variable interest rate	1.00%

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Debt:2030 Notes (Details) - 4.875% Senior Notes Due 2030 [Member] - Senior Notes [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Jul. 27, 2020
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 400,000
Debt Instrument, Interest Rate, Stated Percentage		4.875%
Dividend restriction, interest coverage ratio (as a percent)	350.00%

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Debt:Cash Paid for Interest (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Debt Disclosure [Abstract]
Interest Paid	$ 10.6	$ 8.7

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Leases:Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Lease, Cost [Abstract]
Operating lease cost	$ 3,561	$ 3,363
Amortization of right-of-use assets	626	606
Interest on lease liabilities	587	592
Variable lease cost	1,034	785
Short-term lease cost	1,312	1,083
Sublease income	(112)	(30)
Total lease cost	$ 7,008	$ 6,399

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Leases:Other Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Lessee Disclosure [Abstract]
Operating cash flows from operating leases	$ 3,440	$ 3,250
Operating cash flows from finance leases	587	586
Financing cash flows from finance leases	422	380
Right-of-use assets obtained in exchange for lease obligations, operating leases	0	0
Right-of-use assets obtained in exchange for lease obligations, finance leases	$ 0	$ 0
Weighted-average remaining lease term (years), operating leases	7 years		7 years
Weighted-average remaining lease term (years), finance leases	15 years		15 years
Weighted-average discount rate, percent, operating leases	5.90%		5.90%
Weighted average discount rate, percent, finance leases	7.50%		7.50%
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
Remainder of 2022	$ 10,810
2023	14,657
2024	12,593
2025	10,472
2026	6,415
Thereafter	24,308
Total future minimum lease payments	79,255
Less: interest	(15,625)
Total lease obligations	63,630
Less: current obligations	(11,181)
Long-term lease obligations	52,449		$ 55,263
Finance Lease, Liability, Payment, Due [Abstract]
Remainder of 2022	3,014
2023	4,058
2024	4,051
2025	3,735
2026	3,580
Thereafter	36,809
Total future minimum lease payments	55,247
Less: interest	(22,084)
Total lease obligations	33,163
Less: current obligations	(1,712)
Long-term lease obligations	$ 31,451		$ 31,898
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Current
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Current

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Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands		3 Months Ended		12 Months Ended
		Mar. 31, 2022 USD ($) tranch stock_awards $ / shares shares	Mar. 31, 2021 USD ($) stock_awards shares	Dec. 31, 2021 $ / shares shares
Stock-Based Compensation [Abstract]
Number of types of stock-based awards granted (in types) | stock_awards		2	2
Fair market value of awards | $		$ 12,000	$ 9,200
Stock-based compensation expense | $		2,392	2,092
Tax benefit from compensation expense | $		600	500
Unrecognized compensation expense | $		$ 20,500
Unrecognized compensation, period for recognition		2 years 2 months 12 days
Performance Shares [Member]
Stock-Based Compensation [Abstract]
Stock-based compensation expense | $		$ 1,306	1,089
Number of shares [Abstract]
Outstanding, December 31, 2021		246,210
Granted		66,180
Performance condition adjustment (a)	[1]	64,399
Vested		(58,935)
Forfeited		0
Outstanding, March 31, 2022		317,854		246,210
Weighted Average Grant Date Fair Value [Abstract]
Outstanding, December 31, 2021 | $ / shares		$ 39.50
Granted | $ / shares		79.81
Performance condition adjustment (a) | $ / shares	[1]	52.45
Vested | $ / shares		34.41
Forfeited | $ / shares		0
Outstanding, March 31, 2022 | $ / shares		$ 51.46		$ 39.50
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation [Abstract]
Stock-based compensation expense | $		$ 1,086	$ 1,003
Number of shares [Abstract]
Outstanding, December 31, 2021		161,300
Granted		81,523
Performance condition adjustment (a)		0
Vested		(91,327)
Forfeited		0
Outstanding, March 31, 2022		151,496		161,300
Weighted Average Grant Date Fair Value [Abstract]
Outstanding, December 31, 2021 | $ / shares		$ 45.08
Granted | $ / shares		79.81
Performance condition adjustment (a) | $ / shares		0
Vested | $ / shares		43.47
Forfeited | $ / shares		0
Outstanding, March 31, 2022 | $ / shares		$ 64.74		$ 45.08
Officers and Other Employees and Nonemployment directors | Restricted Stock Units (RSUs) [Member]
Number of shares [Abstract]
Granted		81,523	96,622
Nonemployee Directors [Member] | Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation [Abstract]
Vesting period (in years)		1 year
Officers and other employees [Member] | Performance Shares [Member]
Number of shares [Abstract]
Granted		66,180	73,265
Officers and other employees [Member] | Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation [Abstract]
Number of equal tranches for annual vesting (in tranches) | tranch		3
Officer [Member] | Performance Shares [Member]
Stock-Based Compensation [Abstract]
Performance Shares that could be awarded, as a percentage of ROIC target amount, minimum		0.00%
Performance Shares that could be awarded, as a percentage of ROIC target amount, maximum		200.00%
Performance Shares Target Percentage Earned, Officers				200.00%
Vesting period (in years)		3 years
Other employees [Member] | Performance Shares [Member]
Stock-Based Compensation [Abstract]
Performance Shares that could be awarded, as a percentage of EBITDA target amount, minimum		0.00%
Performance Shares that could be awarded, as a percentage of EBITDA target amount, maximum		200.00%
Performance Shares Target Percentage Earned, Other Employees				200.00%
Number of equal tranches for annual vesting (in tranches) | tranch		3

[1] Represents additional PSUs granted during the three months ended March 31, 2022, related to the 2021 performance condition adjustment described above.

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Stockholders' Equity:Shares and Dividends (Details) - $ / shares		3 Months Ended
	May 05, 2022	Mar. 31, 2022	Mar. 31, 2021
Subsequent Event [Line Items]
Dividends declared per common share		$ 0.12	$ 0.10
Subsequent Event [Member]
Subsequent Event [Line Items]
Dividends Payable, Date Declared	May 05, 2022
Dividends declared per common share	$ 0.12
Common Stock, Supplemental Dividends, Per Share, Declared	$ 2.50
Dividends Payable, Date to be Paid	Jun. 15, 2022
Dividends Payable, Date of Record	Jun. 01, 2022

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Stockholders' Equity:AOCI (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance, net of taxes		$ 1,352,619	$ 850,799
Amortization of actuarial (gain) loss, before taxes (a)	[1]	21	(5)
Effect of settlements, before taxes (a)	[1]	130	0
Income taxes		(37)	1
Ending balance, net of taxes		1,648,689	995,261
Accumulated Other Comprehensive Loss [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance, net of taxes		(1,047)	(1,078)
Ending balance, net of taxes		$ (933)	$ (1,082)

[1] Represents amounts reclassified from accumulated other comprehensive loss. These amounts are included in the computation of net periodic pension cost.

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Transactions With Related Party (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Variable Interest Entity, Not Primary Beneficiary [Member]
Related Party Transaction [Line Items]
Revenue from related party	$ 3.7	$ 3.3
Cost of sales from related party	$ 20.8	$ 20.3
LouisianaTimberProcurementCompanyLLC [Member] | Variable Interest Entity, Not Primary Beneficiary [Member]
Related Party Transaction [Line Items]
Variable interest entity, ownership percentage	50.00%
LouisianaTimberProcurementCompanyLLC [Member] | Packaging Corporation of America (PCA) [Member] | Variable Interest Entity, Primary Beneficiary [Member]
Related Party Transaction [Line Items]
Variable interest entity, ownership percentage	50.00%

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Segment Information Segment Sales to External Customers by Product Line (Details) $ in Thousands		3 Months Ended
		Mar. 31, 2022 USD ($) segment	Mar. 31, 2021 USD ($)
Segment Reporting [Abstract]
Number of Reportable Segments | segment		2
Revenue from External Customer [Line Items]
Sales		$ 2,326,282	$ 1,821,316
Wood Products [Member]
Revenue from External Customer [Line Items]
Sales		$ 214,500	$ 186,500
Intersegment EWP Sales Volumes As Percentage to Total EWP Sales Volumes		79.00%	78.00%
Wood Products [Member] | Laminated Veneer Lumber [Member]
Revenue from External Customer [Line Items]
Sales	[1],[2]	$ 1,700	$ 6,000
Wood Products [Member] | I-joists [Member]
Revenue from External Customer [Line Items]
Sales	[1],[2]	(2,200)	4,800
Wood Products [Member] | Other engineered wood products [Member]
Revenue from External Customer [Line Items]
Sales	[1],[2]	11,800	10,600
Wood Products [Member] | Plywood and veneer [Member]
Revenue from External Customer [Line Items]
Sales	[1]	161,200	122,900
Wood Products [Member] | Lumber [Member]
Revenue from External Customer [Line Items]
Sales	[1]	17,700	18,900
Wood Products [Member] | Byproducts [Member]
Revenue from External Customer [Line Items]
Sales	[1]	19,100	17,600
Wood Products [Member] | Other [Member]
Revenue from External Customer [Line Items]
Sales	[1]	5,200	5,800
Building Materials Distribution [Member]
Revenue from External Customer [Line Items]
Sales		2,111,800	1,634,800
Building Materials Distribution [Member] | Commodity product line [Member]
Revenue from External Customer [Line Items]
Sales		1,102,000	906,200
Building Materials Distribution [Member] | General line [Member]
Revenue from External Customer [Line Items]
Sales		615,100	472,700
Building Materials Distribution [Member] | Engineered wood products [Member]
Revenue from External Customer [Line Items]
Sales		$ 394,700	$ 255,900

[1] Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our BMD segment.

[2] Sales of EWP to external customers are net of the cost of all EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, dealers, and homebuilders). For the three months ended March 31, 2022 and 2021, approximately 79% and 78%, respectively, of Wood Products' EWP sales volumes were to our BMD segment.

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Segment Information (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Sales		$ 2,326,282	$ 1,821,316
Income from operations		405,628	205,261
Operating Segments [Member]
Segment Reporting Information [Line Items]
Income from operations		416,008	217,271
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Sales	[1]	(344,495)	(245,796)
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Income from operations		(10,380)	(12,010)
Wood Products [Member]
Segment Reporting Information [Line Items]
Sales		214,500	186,500
Wood Products [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Sales		558,944	432,335
Income from operations		190,116	97,052
Building Materials Distribution [Member]
Segment Reporting Information [Line Items]
Sales		2,111,800	1,634,800
Building Materials Distribution [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Sales		2,111,833	1,634,777
Income from operations		$ 225,892	$ 120,219

[1] Primarily represents intersegment sales from our Wood Products segment to our BMD segment.