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1.	To elect four directors to serve as Class II directors to the Company's board of directors;

2.	To hold an advisory vote to approve compensation of the Company's named executive officers (say-on-pay);

3.	To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018; and

4.	To conduct other business properly presented at the meeting.

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•	following the instructions provided on your proxy card or voting instruction form if you received a paper copy of the proxy materials;

•	following the instructions provided when you vote over the Internet; or

•	reaching out to your broker for their specific instructions.

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▪	We target annual base pay at the 50th percentile of the comparable market compensation data. We believe this enables us to effectively attract and retain talented and experienced officers to manage and lead the Company.

▪

We provide at-risk pay opportunities in the form of short-term and long-term incentives. These compensation elements are also structured so target opportunities are set at or near the 50th percentile of the market. These short-term and long-term incentives comprise a significant portion of each officer's total compensation opportunity since they are designed to motivate and reward our officers for growing the Company and maximizing shareholder value.

▪	Long-term performance is the most important measure of our success because we manage our operations and business affairs for the long-term benefit of our shareholders. For 2017, our named executive officers received long-term equity incentive compensation opportunities in a combination of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs).

▪	Under our clawback policy, the board is able to clawback both short-term and long-term incentive awards in the event of a substantial restatement of financial statements or officer or employee intentional misconduct or malfeasance.

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▪	Our annual incentive compensation opportunities are tied to achievement of corporate and, in some cases, divisional financial goals.

▪	We provide limited perquisites, including only those benefits that are consistent with market practice.

▪	We prohibit our officers from participating in any hedging, pledging, or monetizing transaction to lock in the value of our common stock that they hold.

▪	We continued improvement of our safety programs across our business, including reinforcing, "Nobody Gets Hurt," which enabled our Wood Products' business to finish the year with the lowest incident rate since the Company's foundation.

▪	We continued to increase overall sales to over $4.4 billion. Building Materials Distribution sales increased by approximately $500 million, or 17%, year-over-year. Sales in Wood Products of approximately $1.3 billion (including sales to our Building Materials Distribution business), increased more than $90 million, or 7%, year-over-year.

▪	We earned net income of $82.9 million and Adjusted EBITDA(1) of $222 million.

▪	We ended 2017 with $177.1 million of cash and cash equivalents and $379.8 million of undrawn committed bank line availability for a total liquidity of $556.9 million to support continued growth in 2018.

▪	We declared and paid our first quarterly dividend of $0.07 per share in fourth quarter 2017.

•	Our Building Materials Distribution business had its first billion dollar sales quarter in third quarter 2017.

•	Our Building Materials Distribution business opened a new branch in St. Louis, Missouri and continued its organic expansion in other metropolitan markets.

▪	Reviewed the annual advisory vote regarding our executive compensation (say-on-pay).

▪	Continued working with Frederic W. Cook & Co. Inc. (Frederic Cook) to assist them and our board in a comprehensive review of our executive compensation.

•	With the assistance of Frederic Cook, continued reviewing all components of our executive compensation and made adjustments in some cases moving our executives from below median to closer to median.

•	Continued conducting a detailed review of the short-term incentive plans for our executive officers.

•	With assistance of Frederic Cook, reviewed and updated our peer group for compensation purposes, removed paper products and packaging companies due to lack of similarity with our business, removed Nortek, Inc. because it was acquired and is no longer a publicly listed company, and added American Woodwork.

•	Reviewed and updated officer and director stock ownership guidelines to increase requirements for our chief executive officer to five times base salary and other senior officers to two times base salary.

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•	Evaluated the potential risks arising from our compensation policies and practices to ensure they reflect current and anticipated business conditions and that the performance targets are sufficiently challenging.

•	Reviewed and approved changes to our deferred compensation plan for 2018 and 2019 to allow for in-service distribution accounts.

•	Recommended, and the board approved, changes to directors’ future stock awards to provide for vesting and distribution of RSUs one year from the date of grant.

•	Reviewed and analyzed our short term incentive plans.

•	Reviewed committee charter and composition of compensation committee.

•	Reviewed proxy advisory firms’ compensation metrics and scores.

(1)

EBITDA is defined as income before interest (interest expense and interest income), income tax provision (benefit), and depreciation and amortization and is not required by or presented in accordance with generally accepted accounting principles (GAAP) in the United States. Adjusted EBITDA further adjusts EBITDA to exclude the change in fair value of interest rate swaps and loss on extinguishment of debt (Adjusted EBITDA is a metric used by the Company for incentive plan purposes). Management uses EBITDA and Adjusted EBITDA to evaluate ongoing operations and believes they are useful to investors because they enable them to perform meaningful comparisons of past and present operating results. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP measure (net income), please refer to page 26 of our 2017 Annual Report, Item 6. Selected Financial Data.

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▪	FOR the election of the four director-nominees to serve as Class II directors and hold office for a three-year term expiring at the Annual Meeting in 2021;

▪	FOR the nonbinding advisory approval vote of our executive compensation; and

▪	FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2018.

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▪	None of our businesses presents a high risk profile because a very large percentage of our revenues and income is derived from commodity products;

▪	Our incentive pay structure rewards performance in both the short and long term (i.e., short-term incentives are not paid out at the expense of long-term shareholder value);

▪	Our incentive pay program has both minimum and maximum caps designed to take into account short- and long-term affordability measures;

▪	The compensation committee reserves the right to reduce or eliminate any awards, in its discretion, with respect to our incentive pay programs;

▪

We have adopted a clawback policy for our equity-based Long Term Incentive Plan (LTIP) and our cash-based Short Term Incentive Plan (STIP) that enables our board to recoup any or all of any award predicated on substantially restated financial results where the employee engaged in intentional misconduct or malfeasance leading to the restatement and would have received a lower payment under the restatement; and

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▪	Our executive compensation does not encourage our management to take unreasonable risks relating to the business.

•	identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

•	recommending to our board a slate of director nominees for election or re-election at the Annual Meeting; and

•	recommending to our board of directors persons to fill board and committee vacancies.

•	experience as a senior officer in a public or substantial private company or other comparable experience;

•	experience as a director of a public company;

•	breadth of knowledge about issues affecting the Company and/or its industry;

•	expertise in finance, logistics, manufacturing, law, human resources or marketing or other areas that our board determines are important areas of needed expertise; and

•

personal attributes that include integrity and sound ethical character, absence of legal or regulatory impediments, absence of conflicts of interest, demonstrated track record of achievement, ability to act in an oversight capacity, appreciation for the issues confronting a public company, adequate time to devote to our board of directors and its committees, and willingness to assume broad/fiduciary responsibilities on behalf of all shareholders.

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(1)	All members of the audit committee are independent as defined under the applicable NYSE listing standards and in accordance with Rule 10A-3 under the Exchange Act, as determined by our board of directors.

(2)	The audit committee met two times in person and three times telephonically during 2017.

(3)	Our board of directors has determined that Messrs. McGowan, Cooper, Fleming and McDougall are audit committee financial experts, as defined in Item 407(d)(5) of Regulation S-K under the Securities Act.

(4)	Mr. McDougall was elected to serve on this committee effective May 4, 2017, and attended 100% of committee meetings thereafter.

▪	Reviewing and discussing with management and the independent auditors:

◦	the Company’s annual audited financial statements and quarterly unaudited financial statements;

◦	major issues regarding accounting principles, financial statement presentations, and the adequacy and effectiveness of the Company’s internal controls;

◦	significant financial reporting issues and judgments including the effects of alternative GAAP methods on the financial statements; and

◦	the effect of regulatory and accounting initiatives on the Company’s financial statements;

▪	Discussing with management our overall risk assessment and risk management policies;

▪	Reviewing disclosures made by our chief executive officer and chief financial officer regarding any significant deficiencies or material weakness in the design or operation of the Company’s internal control over financial reporting and any fraud involving management or employees who have a significant role over financial reporting;

▪	Establishing procedures for the receipt, retention, and treatment of complaints or confidential submissions regarding accounting, internal accounting controls, or auditing matters;

▪	Overseeing such portions of the Code of Ethics as our board of directors may designate from time to time;

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▪	Discussing with management and/or our general counsel any legal matters that may have a material impact on our financial statements;

▪	Selecting, overseeing, and determining the compensation of the Company’s independent auditors;

▪	Approving audit fees paid to independent auditors, preapproving all audit services (and non-audit services to be performed for the Company by the independent auditors) and considering whether the provision of non-audit services is compatible with maintaining the auditor’s independence;

▪	Annually evaluating the qualifications, performance, and independence of the independent auditors;

▪	Annually preparing a report to be included in our proxy statement and submitting such report to our board of directors for approval;

▪	Reviewing the scope and staffing of the independent auditors annual audit, discussing all matters required by PCAOB auditing Standard No. 16, and discussing any audit problems or difficulties and management’s response;

▪	Reviewing internal audit department activities and approving the internal audit department projects and annual budget; and

▪	Reviewing with the senior internal auditing executive the significant reports to management prepared by the internal auditing department and management's responses.

(1)	All members of the compensation committee are independent as defined under the applicable NYSE's listing standards, as determined by our board of directors.

(2)	The compensation committee met four times in person and once by telephone conference in 2017.

(3)	Mr. McDougall was elected to serve on this committee effective May 4, 2017 and attended 100% of committee meetings thereafter.

▪	Assisting our board of directors in discharging its responsibilities relating to compensation of our board members, chief executive officer, and other executive officers;

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▪	Reviewing and approving employment agreements and other similar arrangements between the Company and our chief executive officer and other executive officers;

▪	Reviewing and evaluating the Company's overall compensation philosophy and overseeing the Company's equity, incentive, and other compensation and benefits plans; and

▪	Preparing the compensation committee report on executive officer compensation required by the SEC for inclusion in the Company’s annual proxy statement or Annual Report.

(1)	All members of the corporate governance and nominating committee are independent as defined under the applicable NYSE's listing standards, as determined by our board of directors.

(2)	The corporate governance and nominating committee of our board of directors met in person four times during 2017.

▪	Identifying and assessing persons qualified to become board members, consistent with the qualification standards and criteria approved by the board;

▪	Recommending to the board a slate of director nominees for election or re-election at the Annual Meeting;

▪	Recommending to the board the structure and membership of board committees;

▪	Recommending to the board persons to fill board and committee vacancies;

▪	Overseeing annual evaluations of the board and committees of the board;

▪	Reviewing periodically the Guidelines applicable; and

▪	Making other recommendations to the board relative to corporate governance issues.

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(1)	The fees earned reported above include fees that directors have deferred. See note (3) below.

(2)	On February 23, 2017, our chairman of the board was awarded 4,251 time-vested restricted stock units with a grant date fair value of $114,990. Our other board members were awarded 3,327 time-vested restricted stock units with a grant date fair value of $89,995.

(3)	We do not provide our directors with pension benefits. Our director-deferred compensation plan was open for contributions in 2016, and Messrs. Cooper and Matula, and Ms. Gowland participated. The amounts reported in the third column include all 2017 interest earned on compensation deferrals.

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(1)	Under SEC rules, a person is considered to beneficially own any shares over which they exercise sole or shared voting and/or investment power (Column A) plus any shares they have the right to acquire within 60 days of March 6, 2018 (Column B).

(2)	Percent of class (Column C) is calculated by dividing the number of shares beneficially owned (Column A plus Column B) by the Company's total number of outstanding shares on March 6, 2018 (38,864,547 shares) plus the number of shares such person has the right to acquire within 60 days of March 6, 2018 (Column B).

(3)	Pursuant to Schedule 13G/A, Amendment No. 4, dated December 31, 2017, and filed with the SEC on January 19, 2018, by BlackRock, Inc. (BlackRock). BlackRock's principal business is at 55 East 52nd Street, New York, NY 10055.

(4)	Pursuant to Schedule 13G/A, Amendment No. 4, dated January 31, 2018, and filed with the SEC on February 12, 2018, by The Vanguard Group (Vanguard). Vanguard's principal business is at 100 Vanguard Blvd., Malvern, PA 19355.

(5)	Pursuant to Schedule 13G/A, Amendment No. 1, dated December 31, 2017, and filed with the SEC on February 9, 2018, by Dimensional Fund Advisors LP (Dimensional). Dimensional's principal business is at Dimensional Place Building One, 6300 Bee Cave Road, Austin, TX 78746.

(6)	Mr. Carlile's reported amount includes 2,903 restricted stock units which vested on February 25, 2016 and 6,944 shares that vested on February 24, 2017; which will be delivered to the subject director six months and one day after his

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(7)

Reported amount includes 2,639, 832, 1,540, and 1,540 restricted stock units which vested on February 27, 2015, for Ms. Gowland and Messrs. Hannah, Hogans, and Matula, respectively, 2,212 restricted stock units which vested on February 25, 2016, and 5,435 restricted stock units that vested on February 24, 2017; each of which will be delivered to the subject director six months and one day after his/her termination as a director (or other employee) of the Company. Mr. Cooper received 2,212 restricted stock units which vested on February 25, 2016 and 5,435 restricted stock units that vested on February 24, 2017, and will be delivered six months and one day after his termination as a director of the Company.

(8)	Reported amount includes 2,023, 2,639, 2,212, and 5,435 restricted stock units which vested on February 26, 2014, February 27, 2015, February 25, 2016, and February 24, 2017, respectively; which will be delivered to the subject director six months and one day after his termination as a director (or other employee) of the Company.

(9)	Represents shares issuable upon exercise of options that are currently exercisable.

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(1)	KPMG's Audit Fees consisted of fees for the audit of our 2016 and 2017 year-end financial statements included in the Company's Form 10-K, the 2016 and 2017 audits of our internal control over financial reporting, reviews of our interim financial statements included in our quarterly reports on Form 10-Q, and other filings with the SEC.

(2)	KPMG's Audit-Related Fees consisted of fees in connection with the issuance of financial assurance letters.

(3)	KPMG's tax fees in 2016 and 2017 consisted of support services in connection with the Company's eligibility for federal and state research and development credits.

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(1)	Includes securities to be issued upon exercise of options and other equity grants, as well as shares of common stock remaining for future issuance under both the 2013 Incentive Plan and the 2016 Incentive Plan.

(2)

As of December 31, 2017, the number of shares of common stock to be issued upon exercise of outstanding options, warrants, and rights consists of 72,839 nonqualified stock options, 498,593 performance stock units (2015 and 2016 PSUs at actual, 2017 PSUs at target), and 509,791 restricted stock units awarded under the incentive plans. The actual 2017 PSUs awarded at the February 22, 2018, meeting of the compensation committee were at 1.35 times target for officers.

(3)	Applicable only to nonqualified stock options granted in 2013 as the unvested PSUs and RSUs do not have an exercise price.

(4)

The maximum number of shares to be issued under the 2016 Incentive Plan was 3,700,000 shares, less shares granted under the 2013 Incentive Plan after December 31, 2015, plus shares that had been reserved for awards that were forfeited, expired, terminated or settled in cash under both 2013 and 2016 Incentive Plans all after December 31, 2015, plus shares withheld for taxes for both 2013 and 2016 Incentive Plans.

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(1)	Mr. Sahlberg also held the position of Secretary until August 3, 2017, when Jill M. Twedt was promoted to that position.

Abbreviation or Definition	Full Name

BCPP	The Boise Cascade Pension Plan

Compensation Committee	Refers to the Company’s Compensation Committee

BMD	The Company’s Building Materials Distribution business

CD&A	Compensation Discussion and Analysis

Company	Boise Cascade Company

Frederic Cook	Frederic W. Cook & Co., Inc., the Compensation Committee’s consultant

EBITDA	Earnings Before Interest (interest expense and interest income), Taxes, Depreciation and Amortization

LTIP	Long-Term Incentive Plans

MEP	The 2004 Management Equity Plan

Named Executive Officers	The five officers identified in the first paragraph of the CD&A

Officers	Executive officers of the Company

PRONWC	Pre-tax Return On Net Working Capital

PSUs	Performance Stock Units

ROIC	Return on Invested Capital

RSUs	Restricted Stock Units

STIP	The Short-Term Incentive Plan

Cash-Based LTIP	The cash-based, Long-Term Incentive Plan in effect through 2012

SERP	The frozen, non-qualified Supplemental Early Retirement Plan

SPP	Salaried Pension Plan

SUPP	The frozen, non-qualified Supplemental Pension Plan

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Wood Products	The Company’s Wood Products manufacturing business

2013 Incentive Plan	Boise Cascade Company 2013 Incentive Compensation Plan, adopted in connection with the Company’s initial public offering which has been replaced by the Boise Cascade Company 2016 Incentive Plan

2016 Incentive Plan	The 2016 Boise Cascade Omnibus Incentive Plan approved by our shareholders at the 2016 Annual Meeting

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▪	Base salary;

▪	STIP;

▪	Ad hoc discretionary bonus awards;

▪	LTIPs; and

▪	Other compensation and benefit plans.

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(1)	Messrs. Stokes' and Hutchinson's target award as a percentage of base earnings was 75% in 2016.

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(2)	The target award is applied to the actual base earnings for the year which, given the Fall 2017 base salary increases, is less than the base salary.

(1)

Pre-tax Return On Net Working Capital (PRONWC) is calculated by dividing Building Materials Distribution’s (BMD’s) net operating income by the average net working capital reported as of each month-end during a 13-month period running from December 2016 through December 2017, adjusted in each case for special items. The Compensation Committee includes PRONWC as a portion of Mr. Stokes' performance criteria because it reflects BMD’s control of working capital, which is a critical financial measure in our distribution business.

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(1)	Includes amounts deferred under our savings plan. See "Boise Cascade Company Savings Plan" under "Other Compensation and Benefit Plans" in the "CD&A" in this proxy statement.

(2)

Includes the total value of the RSU and PSU awards granted in 2015, 2016 and 2017. The grant date value for the 2015 RSU awards is $36.17 per share, for the 2016 RSU awards is $16.56 per share, and the 2017 RSU awards is $27.05 per share. The 2015 PSUs are valued at $36.17 per share, grant date fair value at .63 times target. The 2016 PSUs were awarded by the Compensation Committee at .97 times target with a grant date fair value of $16.56 per share. The 2017 PSUs were awarded by the Compensation Committee at 1.35 times target with a grant date fair value of $27.05 per share. As discussed previously, the amount for 2016 consists of a regular award and a one-time transition award, as the LTIP payouts moved from one-third a year over three years vesting to cliff vesting after three years. The one-time transition awards increase the regular award by 50%, with one third vested and distributed in 2017 and two thirds vested and distributed in 2018 in order to keep the annual earning opportunity the same while moving to three-year cliff vesting to better align with long-term shareholder interests.

(3)	This column represents discretionary bonuses made by the Compensation Committee. In 2015, the Compensation Committee awarded Mr. Hutchinson a discretionary bonus. No discretionary bonuses were given in 2016 or 2017.

(4)

Represents total payment of awards under our STIP for each year reported. The specific financial goals and performance objectives at corporate and business unit levels of the STIP are described under "STIP" in the "CD&A." The amounts reported in this column include amounts deferred under our savings plan. See "Boise Cascade Company Savings Plan" under "Other Compensation and Benefit Plans" in the "CD&A" in this proxy statement for a description of this plan.

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(a)

Pension benefits for officers have been frozen since December 31, 2009, and no additional benefits are being earned. The changes reported in this column reflect the changes in actuarial assumptions that increase or decrease the present value of the Named Executive Officers' benefits under all pension plans established by the Company using interest rate and mortality rate assumptions consistent with those used in the Company's financial statements. Years with decreases in the present value of pension amounts are treated as $0 so only the nonqualified deferred compensation earnings appear in the Summary Compensation Table.

(b)	The amounts reported in this column reflect the above-market portion of the interest earned on deferred compensation for our Named Executive Officers.

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(6)	Amounts disclosed in this column include the following:

(a)	See "Boise Cascade Company Savings Plan" under "Other Compensation and Benefit Plans" in "CD&A" in this proxy statement for a description of this plan. Amounts included in the contributions reported in this column that exceeded IRS annual limitations on Company contributions to qualified defined contribution retirement plans were paid to the Named Executive Officer as taxable cash compensation.

(b)	See "Salaried Employee Life Insurance Plan and Officers' Supplemental Life Plan" under "Agreements with Named Executive Officers" in this proxy statement for a description of the Company-paid life insurance plans under which these costs were incurred.

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(1)

Reflects the potential threshold, target, and maximum incentive awards for the Named Executive Officers for 2017 under our STIP as described above in "STIP" in this proxy statement. The Named Executive Officers' actual incentive awards earned in 2017 are disclosed in the "Non-equity Incentive Plan Compensation" column of the "Summary Compensation Table." All awards earned under this plan were paid in February 2018 calculated on the actual salary earned in 2017.

(2)

Reflects the potential threshold, target, and maximum incentive awards for the Named Executive Officers for 2017 PSUs under the 2016 Incentive Plan. One hundred percent of the PSUs time vest on March 1, 2020. For further information on the terms of these incentive awards (which were awarded in 2017), refer to "2016 Incentive Plan" in this proxy statement. The Named Executive Officers' actual PSU awards earned in 2017 under the 2016 Incentive Plan are disclosed in footnote 2 to the "Stock Awards" column of the "Summary Compensation Table."

(3)	The values listed in this column represent the accounting grant date fair value of the target RSUs and the target PSUs (at $27.05 per share) at the time of award.

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(1)	On February 23, 2017, our Compensation Committee awarded our Named Executive Officers the 2017 PSUs listed above which are presented based on target shares and value and include the unvested portions of these awards as of December 31, 2017.

(2)

On February 24, 2016, our Compensation Committee awarded our Named Executive Officers the 2016 PSUs and 2016 Transition PSUs listed above which represent the actual earned at .97 times target and include the unvested portion of these awards as of December 31, 2017. The regular PSUs vest and distribute on March 1, 2019, and the transition PSUs vested one-third on March 1, 2017 and the remaining two-thirds vested on March 1, 2018.

(3)	On February 25, 2015, our Compensation Committee awarded our Named Executive Officers the 2015 PSUs listed above which are presented at the actual earned amount of .63 times target and include the unvested portion of these awards as of December 31, 2017. The first third vested March 1, 2016, a second third vested on March 1, 2017, and the remaining third vested on March 1, 2018.

(4)

On February 23, 2017, our Compensation Committee awarded our Named Executive Officers the 2017 RSUs listed above. One-third vested on March 1, 2018, one-third will vest on March 1, 2019, and the final one-third will vest on March 1, 2020. On February 24, 2016, our Compensation Committee awarded our Named Executive Officers the 2016 RSUs listed above. One third vested on March 1, 2017, the second third vested March 1, 2018, and the final third will vest on March 1, 2019. On February 25, 2015, our Compensation Committee awarded the 2015 RSUs listed above. One third vested on March 1, 2016, the second third vested on March 1, 2017, and the final third vested on March 1, 2018.

(5)	Market value based on the closing price for Boise Cascade Company stock on December 29, 2017, of $39.90 per share.

(1)	Calculated using closing price of our common stock on the New York Stock Exchange on vest date of March 1, 2017 ($28.50).

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(1)	Number of years credited service for Messrs. Corrick, Rancourt, Stokes, Hutchinson, and Sahlberg include amounts attributable to employment with OfficeMax prior to the Forest Products Acquisition.

(2)	These values were calculated on the same basis and using the same assumptions used in the Company's financial statements, except that the assumed retirement age for Messrs. Rancourt and Stokes were the later of their current age or the earliest age at which they could qualify for retirement under the SERP.

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(1)	The above-market portion of these amounts is included in the 2017 "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the "Summary Compensation Table."

▪	Voluntary termination with good reason;

•	A change in control without adoption of a replacement plan or assumption of the existing obligations;

▪	Involuntary termination without cause;

▪	For-cause termination or voluntary termination without good reason;

▪	Termination as a result of sale of a division; or

▪	Death or disability; or

▪	Retirement where applicable.

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(1)	In the event of death or disability, LTIP unvested awards vest immediately in full. Value represents sum of end of year market value for unvested award presented under “Outstanding Equity Awards at Year-End.”

(2)

In the event of retirement, pursuant to the respective award agreements: (i) the 2015 LTIP unvested awards vest immediately in full, and (ii) the 2016 and 2017 LTIP unvested awards vest on a prorated basis according to the number of months that have elapsed in the vesting period prior to retirement. Value represents the value of prorated units that would vest if he had retired on December 31, 2017, using the December 29, 2017 stock price.

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(1)	In the event of death or disability, LTIP unvested awards vest immediately in full. Value represents sum of end of year market value for unvested award presented under “Outstanding Equity Awards at Year-End.”

(1)	In the event of involuntary termination in connection with sale of division or death or disability, LTIP unvested awards vest immediately in full. Value represents sum of end of year market value for unvested award presented under “Outstanding Equity Awards at Year-End.”

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(1)	In the event of involuntary termination in connection with sale of division or death or disability, LTIP unvested awards vest immediately in full. Value represents sum of end of year market value for unvested award presented under “Outstanding Equity Awards at Year-End.”

(2)

In the event of retirement, pursuant to the respective award agreements: (i) the 2015 LTIP unvested awards vest immediately in full, and (ii) the 2016 and 2017 LTIP unvested awards vest on a prorated basis according to the number of months that have elapsed in the vesting period prior to retirement. Value represents the value of prorated units that would vest if he had retired on December 31, 2017, using the December 29, 2017 stock price.

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(1)	In the event of death or disability, LTIP unvested awards vest immediately in full. Value represents sum of end of year market value for unvested award presented under “Outstanding Equity Awards at Year-End.”

(2)

In the event of retirement, pursuant to the respective award agreements: (i) the 2015 LTIP unvested awards vest immediately in full, and (ii) the 2016 and 2017 LTIP unvested awards vest on a prorated basis according to the number of months that have elapsed in the vesting period prior to retirement. Value represents the value of prorated units that would vest if he had retired on December 31, 2017, using the December 29, 2017 stock price.

•	the annual total compensation of our median employee (excluding our chief executive officer and our employees in Canada) was $45,930; and

•	the annual total compensation of our chief executive officer, as reported in the Summary Compensation Table above, was $4,146,917.

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