BCC 10-K Annual Report Dec. 31, 2017 | Alphaminr
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BCC 10-K Fiscal year ended Dec. 31, 2017

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BOISE CASCADE CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1* Limited Liability Company Interest Purchase Agreement, dated as of July19, 2013, by and among Chester Wood ProductsLLC, Moncure PlywoodLLC, WR OperatingLLC, Boise Cascade Wood Products, L.L.C., Wood ResourcesLLC, and Boise Cascade Company 8-K/A 001-35805 2.1 7/22/2013 2.2* Asset Purchase Agreement, dated as of December 18, 2015, by and among Georgia-Pacific Wood Products LLC, Georgia-Pacific Wood Products South LLC, Georgia-Pacific LLC, Boise Cascade Wood Products, L.L.C., and Boise Cascade Company 10-K 001-35805 2.5 2/24/2017 2.3* First Amendment to Asset Purchase Agreement, dated as of March 31, 2016, by and among Georgia-Pacific Wood Products LLC, Georgia-Pacific Wood Products South LLC, Georgia-Pacific LLC, Boise Cascade Wood Products, L.L.C., and Boise Cascade Company. 8-K 001-35805 2.2 4/1/2016 3.1 Amended and Restated Certificate of Incorporation of Boise Cascade Company effective June 13, 2016 10-Q 001-35805 3.1 7/28/2016 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 October 22, 2012, by and among Boise Cascade, L.L.C., Boise Cascade Finance Corporation, Boise Cascade Holdings, L.L.C., as Guarantor, the other Guarantors named therein, and U.S. Bank National Association, as Trustee 8-K** 333-122770** 4.1** 10/23/2012** 4.2 Supplemental Indenture, dated as of October1, 2013, by and among Boise Cascade Company, the existing guarantors party thereto, Chester Wood ProductsLLC, Moncure PlywoodLLC, and U.S. Bank National Association, as trustee, to Indenture, dated as of October22, 2012, by and among Boise Cascade Company, the guarantors party thereto, and U.S. Bank National Association 8-K 001-35805 4.1 10/2/2013 4.3 Second Supplemental Indenture dated August 29, 2016, by and among Boise Cascade Company, the guarantors party thereto and U.S. Bank National Association, as trustee 8-K 001-35805 4.4 8/29/2016 4.4 Indenture dated August 29, 2016, by and among Boise Cascade Company, the guarantors party thereto and U.S. Bank National Association, as trustee, governing the 5.625% Senior Notes due 2024 8-K 001-35805 4.1 8/29/2016 4.5 Form of 5.625% Senior Note due 2024 (included as Exhibit 1 to Appendix to Exhibit 4.1) 8-K 001-35805 4.2 8/29/2016 4.6 Form of 5.625% Senior Note Guarantee (included as Exhibit A to Exhibit 4.1) 8-K 001-35805 4.3 8/29/2016 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 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 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 10.9 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 10.10 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 10.11+ Executive Officer Severance Pay Policy, as amended through November 1, 2007 8-K** 333-122770** 99.1** 11/2/2007** 10.12+ Boise Cascade Company Supplemental Pension Plan, as amended through July31, 2013 S-4 333-191191 10.17 9/16/2013 10.13+ Boise Cascade Company Supplemental Early Retirement Plan for Executive Officers, as amended through July31, 2013 S-4 333-191191 10.18 9/16/2013 10.14+ Boise Cascade Company Supplemental Life Plan, as amended through July31, 2013 S-4 333-191191 10.19 9/16/2013 10.15+ Boise Cascade Company Financial Counseling Program, as amended through December 12, 2007 8-K** 333-122770** 99.4** 12/18/2007** 10.16+ Boise Cascade Company Incentive and Performance Plan, as amended through July31, 2013 S-4 333-191191 10.21 9/16/2013 10.17+ Boise Cascade Company 2004 Deferred Compensation Plan, as amended through October30, 2013 10-Q 001-35805 10.2 11/14/2013 10.18+ Boise Cascade Company 2004 Deferred Compensation Plan, as amended and restated as of January 1, 2018 10.19+ Boise Cascade Company Directors Deferred Compensation Plan, as amended through October 30, 2013 10-Q 001-35805 10.1 11/14/2013 10.20+ Form of Indemnification Agreement for directors and executive officers 8-K 001-35805 10.4 2/13/2013 10.21+ Boise Cascade Company 2013 Incentive Compensation Plan 8-K 001-35805 10.5 2/13/2013 10.22+ Form of 2016 Restricted Stock Unit Agreement under the Boise Cascade Company 2013 Incentive Compensation Plan 10-Q 001-35805 10.3 5/3/2016 10.23+ Form of 2016 Performance Stock Unit Agreement under the Boise Cascade Company 2013 Incentive Compensation Plan 10-Q 001-35805 10.4 5/3/2016 10.24+ Form of 2016 Performance Stock Unit Transition Agreement under the Boise Cascade Company 2013 Incentive Compensation Plan 10-Q 001-35805 10.5 5/3/2016 10.25+ 2016 Boise Cascade Omnibus Incentive Plan 10-Q 001-35805 10.1 7/28/2016 10.26+ Form of Severance Agreement between Boise Cascade Company and executive officers 8-K 001-35805 10.1 8/30/2016 10.27+ Form of 2017 Restricted Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan 10-Q 001-35805 10.1 8/3/2017 10.28+ Form of 2017 Performance Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan 10-Q 001-35805 10.2 8/3/2017 12.1 Ratio of Earnings to Fixed Charges 21.1 List of Subsidiaries of Boise Cascade Company 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm 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 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 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