Boise Cascade Company Ar 2020 V1

ANNUAL REPORT 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 No 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 and post such files). Yes No 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 Accelerated filer Non-accelerated filer 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. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 28, 2019, the last business day of the registrant's most recently completed second fiscal quarter, based on the last reported trading price of the registrant's common stock on the New York Stock Exchange was approximately $1,084 million. There were 38,987,515 shares of the registrant's common stock, $0.01 par value per share, outstanding on February 14, 2020. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for its 2020 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K. Table of Contents Table of Contents PART I Item 1. Business 2 Item 1A. Risk Factors 18 Item 1B. Unresolved Staff Comments 27 Item 2. Properties 27 Item 3. Legal Proceedings 28 Item 4. Mine Safety Disclosures 28 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 29 Item 6. Selected Financial Data 30 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 32 Understanding Our Financial Information 32 Overview 32 Factors That Affect Our Operating Results and Trends 33 Our Operating Results 36 Income Tax Provision 42 Liquidity and Capital Resources 43 Contractual Obligations 46 Off-Balance Sheet Arrangements 47 Guarantees 47 Seasonal Influences 47 Disclosures of Financial Market Risks 48 Financial Instruments 48 Environmental 49 Critical Accounting Estimates 51 New and Recently Adopted Accounting Standards 52 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 52 Item 8. Financial Statements and Supplementary Data 53 Notes to Consolidated Financial Statements 59 1. Nature of Operations and Basis of Presentation 59 2. Summary of Significant Accounting Policies 59 3. Revenues 65 4. Income Taxes 67 5. Net Income Per Common Share 70 6. Curtailment of Manufacturing Facilities 70 7. Sale of Manufacturing Facilities 71 8. Acquisitions 71 9. Goodwill and Intangible Assets 72 ii Table of Contents 10. Debt 73 11. Leases 76 12. Retirement and Benefit Plans 80 13. Long-Term Incentive Compensation Plans 86 14. Stockholders' Equity 89 15. Transactions with Related Party 90 16. Financial Instrument Risk 91 17. Segment Information 91 18. Commitments, Legal Proceedings and Contingencies, and Guarantees 94 19. Quarterly Results of Operations (unaudited) 95 Reports of Independent Registered Public Accounting Firm 96 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 99 Item 9A. Controls and Procedures 99 Item 9B. Other Information 100 PART III Item 10. Directors, Executive Officers, and Corporate Governance 101 Item 11. Executive Compensation 101 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 101 Item 13. Certain Relationships and Related Transactions, and Director Independence 101 Item 14. Principal Accountant Fees and Services 101 PART IV Item 15. Exhibits and Financial Statement Schedules 102 Index to Exhibits 103 Signatures 108 iii Table of Contents Cautionary Statement Concerning Forward-Looking Statements Certain statements made in this Form 10-K contain forward-looking statements. Forward-looking statements are subject to risks and uncertainties that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Forward- looking statements include information concerning our future financial performance, business strategy, plans, goals, and objectives. Statements preceded or followed by, or that otherwise include, the words "believes," "expects," "anticipates," "intends," "project," "estimates," "plans," "forecast," "is likely to," and similar expressions or future or conditional verbs such as "will," "may," "would," "should," and "could" are generally forward-looking in nature and not historical facts. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. The following factors, among others, could cause our actual results, performance, or achievements to differ from those set forth in the forward-looking statements: • The commodity nature 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; • 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; • Material disruptions and/or major equipment failure at our manufacturing facilities; • 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; • Concentration of our sales among a relatively small group of customers, as well as the financial condition and creditworthiness of our customers; • Product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers; • Cost and availability of raw materials, including wood fiber and glues and resins; • Cost of compliance with government regulations, in particular environmental regulations; • Our ability to successfully and efficiently complete and integrate acquisitions; • Declines in demand for our products due to competing technologies or materials, as well as changes in building code provisions; • Impairment of our long-lived assets, goodwill, and/or intangible assets; • Substantial ongoing capital investment costs, including those associated with recent acquisitions, and the difficulty in offsetting fixed costs related to those investments; • The cost and availability of third-party transportation services used to deliver the goods we manufacture and distribute, as well as our raw materials; • Exposure to product liability, product warranty, casualty, construction defect, and other claims; 1 Table of Contents • The impact

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