Item 9A. Controls and Procedures
ITEM 9A. 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, 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 December 31, 2022, our disclosure controls and procedures were effective.
Limitations on the Effectiveness of Controls and Procedures
In designing and evaluating our disclosure and/or internal controls and procedures, we recognized that no matter how well conceived and well operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, a control system, no matter how well designed, may not prevent or detect misstatements due to error or fraud. Additionally, in designing a control system, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have also designed our disclosure and internal controls and procedures based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management's Report on Internal Control Over Financial Reporting
The management of Boise Cascade Company (Boise Cascade) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. Internal control over financial reporting includes those policies and procedures that:
• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;
• provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.
Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices, and actions taken to correct deficiencies as identified. As of December 31, 2022, management conducted an assessment of the effectiveness of Boise Cascade's internal control over financial reporting based on criteria for effective internal control over financial reporting described in "Internal Control—Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded as of December 31, 2022, our internal control over financial reporting was effective.
Boise Cascade acquired Coastal Plywood Company and its plywood manufacturing operations on July 25, 2022. Management has excluded these facilities from its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022. These facilities represented approximately 8% of Boise Cascade's consolidated total assets
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as of December 31, 2022, and approximately 1% of Boise Cascade's consolidated revenue for the year ended December 31, 2022.
The effectiveness of our internal control over financial reporting as of December 31, 2022, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report, which is included herein.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our latest fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. HOLDING FOREIGN COMPANIES ACCOUNTABLE ACT DISCLOSURES
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
For information with respect to the executive officers of the Registrant, see "Executive Officers and Key Management" in "Item 1. 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 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 . Our website is not part of, and is not incorporated by reference to, this Form 10-K. If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend to satisfy the requirements under Item 5.05 of Item 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics that apply to our principal executive officer and financial and accounting officers by posting the required information on our website at the above address.
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 Twelve Directors,” and “Corporate Governance” in our Proxy Statement for the Annual Meeting of Stockholders to be held on May 4, 2023, to be filed with the Commission no later than 120 days after December 31, 2022, in accordance with General Instruction G(3) to the Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference from information contained under the sections "Board Compensation" and "Executive Compensation" in our Proxy Statement for the Annual Meeting of Stockholders to be held on May 4, 2023, to be filed with the Commission no later than 120 days after December 31, 2022, in accordance with General Instruction G(3) to the Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated herein by reference from information contained under the sections "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in our Proxy Statement for the Annual Meeting of Stockholders to be held on May 4, 2023, to be filed with the Commission no later than 120 days after December 31, 2022, in accordance with General Instruction G(3) to the Form 10-K.
ITEM 13. 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 Transactions" in our Proxy Statement for the Annual Meeting of
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Stockholders to be held on May 4, 2023, to be filed with the Commission no later than 120 days after December 31, 2022, in accordance with General Instruction G(3) to the Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP , Boise, ID , Auditor Firm ID: 185 .
The information required by this Item is incorporated herein by reference from information contained under the section "Audit Committee Report" in our Proxy Statement for the Annual Meeting of Stockholders to be held on May 4, 2023, to be filed with the Commission no later than 120 days after December 31, 2022, in accordance with General Instruction G(3) to the Form 10-K.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this Form 10-K:
(1) Consolidated Financial Statements
The Consolidated Financial Statements, the Notes to Consolidated Financial Statements, and the Reports of Independent Registered Public Accounting Firm for Boise Cascade Company are presented in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
– Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020.
– Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021, and 2020.
– Consolidated Balance Sheets as of December 31, 2022 and 2021.
– Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020.
– Consolidated Statements of Stockholders' Equity for the years ended December 31, 2022, 2021, and 2020.
– Notes to Consolidated Financial Statements.
– Reports of Independent Registered Public Accounting Firm.
(2) Financial Statement Schedules
All financial statement schedules have been omitted because they are inapplicable, not required, or shown in the consolidated financial statements and notes in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
(3) Exhibits
A list of the exhibits required to be filed as part of this report is set forth in the Index to Exhibits and is incorporated by reference.
(b) See Index to Exhibits
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BOISE CASCADE COMPANY
INDEX TO EXHIBITS
Exhibit Number Exhibit Description Incorporated by Reference Filed or Furnished Herewith
Form File Number Exhibit Number Filing
Date
3.1
Restated Certificate of Incorporation of Boise Cascade Company effective May 29, 2020
10-K 001-35805 3.1 2/22/2021
3.2
Amended and Restated Bylaws of Boise Cascade Company effective July 27, 2016
10-Q 001-35805 3.2 7/28/2016
3.3
Form of stock certificate of Boise Cascade Company
S-1/A Amend. No. 3 333-184964 4.3 1/23/2013
4.1
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
4.2
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
4.3
Form of 4.875% Senior Note Guarantee (included as Exhibit A to Exhibit 4.1)
10-Q 001-35805 4.1 10/30/2020
4.4
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
10.1
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
10.2
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
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10.3
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
10.4
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
10.5
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
10.6
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
10.7
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
10.8
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
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10.9
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
10.10
Eighth Amendment to Amended and Restated Credit Agreement, dated September 9, 2022, 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 10/31/2022
10.11
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
10.12
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
10.13+
Boise Cascade Company Supplemental Pension Plan, as amended through July 31, 2013
S-4 333-191191 10.17 9/16/2013
10.14+
Pension Plan Group Annuity Contract, effective August 6, 2020
10-Q 001-35805 10.1 11/1/2021
10.15+
Boise Cascade Company Incentive and Performance Plan, as amended through July 31, 2013
S-4 333-191191 10.21 9/16/2013
10.16+
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
10.17+
Boise Cascade Company 2019 Deferred Compensation Plan
10-Q 001-35805 10.1 8/6/2018
10.18+
Boise Cascade Company Directors Deferred Compensation Plan, as amended through October 30, 2013
10-Q 001-35805 10.1 11/14/2013
10.19+
Form of Indemnification Agreement for directors and executive officers
10-K 001-35805 10.23 2/22/2022
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10.20+
Boise Cascade Company 2013 Incentive Compensation Plan
8-K 001-35805 10.5 2/13/2013
10.21+
2016 Boise Cascade Omnibus Incentive Plan
10-Q 001-35805 10.1 7/28/2016
10.22+
Form of Severance Agreement between Boise Cascade Company and executive officers
10-Q 001-35805 10.2 10/31/2022
10.23+
Form of 2020 Restricted Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan
10-Q 001-35805 10.2 5/7/2020
10.24+
Form of 2020 Performance Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan
10-Q 001-35805 10.3 5/7/2020
10.25+
Form of 2021 Restricted Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan
10-Q 001-35805 10.1 5/6/2021
10.26+
Form of 2021 Performance Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan
10-Q 001-35805 10.2 5/6/2021
10.27+
Form of 2022 Restricted Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan
10-Q 001-35805 10.1 5/5/2022
10.28+
Form of 2022 Performance Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan
10-Q 001-35805 10.2 5/5/2022
14.1
Boise Cascade Company Code of Ethics
8-K 001-35805 14.1 2/26/2018
21.1
List of Subsidiaries of Boise Cascade Company
X
23.1
Consent of KPMG LLP, Independent Registered Public Accounting Firm
X
31.1
CEO Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
CFO Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
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
X
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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
X
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.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ Nathan R. Jorgensen
Nathan R. Jorgensen
Chief Executive Officer
Date: February 21, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 21, 2023, by the following persons on behalf of the registrant and in the capacities indicated.
Signature Capacity
Principal Executive Officer:
/s/ Nathan R. Jorgensen Chief Executive Officer, Director
Nathan R. Jorgensen
Principal Financial & Accounting Officer:
/s/ Kelly E. Hibbs Senior Vice President, Chief Financial Officer and Treasurer
Kelly E. Hibbs
Directors:
/s/ Thomas E. Carlile /s/ Amy E. Humphreys
Thomas E. Carlile, Chairman Amy E. Humphreys
/s/ Steven C. Cooper /s/ Kristopher J. Matula
Steven C. Cooper Kristopher J. Matula
/s/ Craig O. Dawson /s/ Duane C. McDougall
Craig O. Dawson Duane C. McDougall
/s/ Karen E. Gowland /s/ Christopher J. McGowan
Karen E. Gowland Christopher J. McGowan
/s/ David H. Hannah /s/ Sue Y. Taylor
David H. Hannah Sue Y. Taylor
/s/ Mack L. Hogans
Mack L. Hogans
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