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Item 9A. Controls and Procedures

2021-02-22 compared with 2020-02-24 · 75 added, 29 removed, 115 unchanged (47% of the section changed)

4 unchanged sentences

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 that evaluation, our CEO and CFO have concluded that as of December 31, 2019 , our disclosure controls and procedures were effective in meeting the objectives for which they were designed and were operating at a reasonable assurance level.

Based on their evaluation, our CEO and CFO have concluded that as of December 31, 2020, our disclosure controls and procedures were effective in meeting the objectives for which they were designed and were operating at a reasonable assurance level.

Limitations on the Effectiveness of Controls and Procedures

21 unchanged sentences

Business" of this Form 10-K.

We have adopted a Code of Ethics that applies to all of our employees, including our chief executive officer, chief operating officer, chief financial officer, and principal accounting officer.

We have adopted a Code of Ethics that applies to all of our employees, including our chief executive officer, chief financial officer, and principal accounting officer.

Our Code of Ethics is available on our website at www.bc.com by clicking on Code of Ethics .

2 unchanged sentences

Information with respect to our directors and certain other corporate governance matters is incorporated by reference from the information contained under the sections “Proposal No.

1 - Election of Three Class I Directors,” and “Corporate Governance” in our Proxy Statement for the Annual Meeting of Stockholders to be held on May 7, 2020 , to be filed with the Commission no later than 120 days after December 31, 2019 , in accordance with General Instruction G(3) to the Form 10-K.

1 - Election of Four Class II Directors,” and “Corporate Governance” in our Proxy Statement for the Annual Meeting of Stockholders to be held on May 6, 2021, to be filed with the Commission no later than 120 days after December 31, 2020, in accordance with General Instruction G(3) to the Form 10-K.

EXECUTIVE COMPENSATION

3 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by reference from information contained under the sections "Director Independence" and "Related-Person/Party Transactions" in our Proxy Statement for the Annual Meeting of Stockholders to be held on May 7, 2020 , to be filed with the Commission no later than 120 days after December 31, 2019 , in accordance with General Instruction G(3) to the Form 10-K.

The information required by this Item is incorporated herein by reference from information contained under the sections "Director Independence" and "Related-Person Transactions" in our Proxy Statement for the Annual Meeting of Stockholders to be held on May 6, 2021, to be filed with the Commission no later than 120 days after December 31, 2020, in accordance with General Instruction G(3) to the Form 10-K.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

19 unchanged sentences

INDEX TO EXHIBITS

Exhibit Number

Exhibit Description

Incorporated by Reference

Filed or Furnished Herewith

Exhibit Number

Amended and Restated Certificate of Incorporation of Boise Cascade Company effective June 13, 2016

Exhibit Number Exhibit Description Incorporated by Reference Filed or Furnished Herewith

Form File Number Exhibit Number Filing

Restated Certificate of Incorporation of Boise Cascade Company effective May 29, 2020

Amended and Restated Bylaws of Boise Cascade Company effective July 27, 2016

10-Q 001-35805 3.2 7/28/2016

Form of stock certificate of Boise Cascade Company

Indenture dated August 29, 2016, by and among Boise Cascade Company, the guarantors party thereto and U.S.

3 333-184964 4.3 1/23/2013

Indenture dated July 27, 2020, by and among Boise Cascade Company, the guarantors party thereto and U.S.

Bank National Association, as trustee, governing the 4.875% Senior Notes due 2030

10-Q 001-35805 4.1 10/30/2020

Form of 4.875% Senior Note due 2030 (included as Exhibit 1 to Appendix to Exhibit 4.1)

10-Q 001-35805 4.1 10/30/2020

Form of 4.875% Senior Note Guarantee (included as Exhibit A to Exhibit 4.1)

10-Q 001-35805 4.1 10/30/2020

Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

10-K 001-35805 4.4 2/24/2020

Amended and Restated Credit Agreement, dated May 15, 2015, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance, LLC, as the administrative agent, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof

10-Q 001-35805 10.1 7/29/2015

First Amendment to Amended and Restated Credit Agreement, dated August 7, 2015, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance, LLC, as the administrative agent, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof

8-K 001-35805 10.1 8/12/2015

Second Amendment to Amended and Restated Credit Agreement, dated February 11, 2016, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance, LLC, as the administrative agent, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof

10-Q 001-35805 10.1 5/3/2016

Third Amendment to Amended and Restated Credit Agreement, dated June 30, 2016, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance, LLC, as the administrative agent, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof

10-Q 001-35805 10.2 7/28/2016

Joinder and Revolver Increase Agreement Regarding Amended and Restated Credit Agreement, dated June 30, 2016, and is between ZB, N.A.

DBA Zions First National Bank, Wells Fargo Capital Finance, LLC, as administrative agent for the Lenders, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof

10-Q 001-35805 10.3 7/28/2016

Fourth Amendment to Amended and Restated Credit Agreement, dated December 8, 2016, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance, LLC, as the administrative agent, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof

8-K 001-35805 10.2 12/8/2016

Fifth Amendment to Amended and Restated Credit Agreement, dated as of August 10, 2017, by and among Boise Cascade Company, the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, Wells Fargo Capital Finance, LLC, as administrative agent, and the lenders party thereto

8-K 001-35805 10.1 8/11/2017

Sixth Amendment to Amended and Restated Credit Agreement, dated March 13, 2020, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance, LLC, as administrative agent, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof

10-Q 001-35805 10.1 5/7/2020

Seventh Amendment to Amended and Restated Credit Agreement, dated July 27, 2020, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance , LLC, as administrative agent, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof

10-Q 001-35805 10.1 10/30/2020

Notes Purchase Agreement, dated as of August 16, 2016, by and among Boise Cascade Company, the guarantors party thereto, and Wells Fargo Securities, LLC, as representative of the several Initial Purchasers relating to the offer and sale of the 5.625% Senior Notes due 2024

10-Q 001-35805 10.1 10/26/2016

Term Loan Agreement, dated March 30, 2016, by and among Boise Cascade Company, Boise Cascade Building Materials Distribution, L.L.C., and Boise Cascade Wood Products, L.L.C., as borrowers, the lenders that are signatories hereto as the lenders, American AgCredit, PCA, as the Administrative Agent and sole lead arranger

10-Q 001-35805 10.2 5/3/2016

First Amendment to Term Loan Agreement, dated December 8, 2016, by and among Boise Cascade Company, the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, American AgCredit, PCA, as the administrative agent, and the lenders party thereto

8-K 001-35805 10.1 12/8/2016

Boise Cascade Company Supplemental Pension Plan, as amended through July 31, 2013

S-4 333-191191 10.17 9/16/2013

Boise Cascade Company Supplemental Early Retirement Plan for Executive Officers, as amended through July 31, 2013

S-4 333-191191 10.18 9/16/2013

Boise Cascade Company Supplemental Life Plan, as amended through July 31, 2013

S-4 333-191191 10.19 9/16/2013

Pension Plan Group Annuity Contract, effective April 25, 2018

10-K 001-35805 10.15 2/26/2019

Pension Plan Group Annuity Contract, effective August 10, 2018

10-K 001-35805 10.16 2/26/2019

Boise Cascade Company Incentive and Performance Plan, as amended through July 31, 2013

S-4 333-191191 10.21 9/16/2013

Boise Cascade Company 2004 Deferred Compensation Plan, as amended through October 30, 2013

10-Q 001-35805 10.2 11/14/2013

Boise Cascade Company 2004 Deferred Compensation Plan, as amended and restated as of January 1, 2018

10-K 001-35805 10.18 2/26/2018

Boise Cascade Company 2019 Deferred Compensation Plan

10-Q 001-35805 10.1 8/6/2018

Boise Cascade Company Directors Deferred Compensation Plan, as amended through October 30, 2013

10-Q 001-35805 10.1 11/14/2013

Boise Cascade Company 2019 CFO Leadership Recognition Agreement

10-K 001-35805 10.23 2/26/2019

Form of Indemnification Agreement for directors and executive officers

8-K 001-35805 10.4 2/13/2013

Boise Cascade Company 2013 Incentive Compensation Plan

8-K 001-35805 10.5 2/13/2013

2016 Boise Cascade Omnibus Incentive Plan

10-Q 001-35805 10.1 7/28/2016

Form of Severance Agreement between Boise Cascade Company and executive officers

8-K 001-35805 10.1 8/30/2016

Form of 2018 Restricted Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan

10-Q 001-35805 10.1 5/4/2018

Form of 2018 Performance Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan

10-Q 001-35805 10.2 5/4/2018

2019 CFO Restricted Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan

10-K 001-35805 10.35 2/26/2019

Form of 2019 Restricted Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan

10-Q 001-35805 10.1 5/7/2019

Form of 2019 Performance Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan

2019 CFO Restricted Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan

10-Q 001-35805 10.2 5/7/2019

Form of 20 20 Restricted Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan

10-Q 001-35805 10.2 5/7/2020

Form of 20 20 Performance Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan

10-Q 001-35805 10.3 5/7/2020

Boise Cascade Company Code of Ethics

8-K 001-35805 14.1 2/26/2018

List of Subsidiaries of Boise Cascade Company

4 unchanged sentences

CFO Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

101.INS Inline XBRL Instance Document X

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Definition Linkbase Document X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

+ Indicates exhibits that constitute management contracts or compensatory plans or arrangements.

1 unchanged sentence

BOISE CASCADE COMPANY

/s/ Thomas K.

/s/ Nathan R.

Chief Executive Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 22, 2021, by the following persons on behalf of the registrant and in the capacities indicated.

Signature Capacity

Principal Executive Officer:

/s/ Thomas K.

Chief Executive Officer, Director

/s/ Nathan R.

Jorgensen Chief Executive Officer, Director

Principal Financial Officer:

Executive Vice President, Chief Financial Officer, and Treasurer

Rancourt Executive Vice President, Chief Financial Officer, and Treasurer

Principal Accounting Officer:

Vice President and Controller

Hibbs Vice President and Controller

/s/ Thomas E.

Carlile, Chairman

Carlile /s/ Mack L.

Carlile, Chairman Mack L.

/s/ Steven C.

/s/ Kristopher J.

Kristopher J.

Cooper /s/ Kristopher J.

Cooper Kristopher J.

/s/ Richard H.

/s/ Christopher J.

Christopher J.

Fleming /s/ Duane C.

Fleming Duane C.

Gowland /s/ Christopher J.

Gowland Christopher J.

Hannah /s/ Sue Y.

Hannah Sue Y.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures