UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): January ~~December 28~~14, ~~2012~~2013

BOISE CASCADE HOLDINGS, L.L.C.

(Exact name of registrant as specified in its charter)

Delaware	~~333-122770~~	20333-~~1478587~~122770	20-1478587
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
of incorporation)		Identification No.)

1111 West Jefferson Street, Suite 300

Boise, Idaho 83702-5389

(Address of principal executive offices) (Zip Code)

~~Registrant's telephone number, including area code:~~ (208) 384-6161

~~Not~~(Registrant’s ~~Applicable~~telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~o Soliciting ~~8.01 Other~~material ~~Events~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Ono Pre-commencement ~~December~~communications 28pursuant ~~and 31, 2012, Boise Cascade, L.L.C. (“Boise Cascade”) made cash distributions totaling $225 million (collectively, the “Distribution”)~~ to Boise Cascade Holdings, L.L.C., its sole member (“BC Holdings”). BC Holdings is a guarantor of Boise Cascade's $300 million revolving credit agreement (as amended), as well as of Boise Cascade's $250 million aggregate principal amount of 6Rule ~~3/8% senior notes due 2020~~ 14d-2(~~the “Senior Notes”~~b)~~. Under the revolving credit agreement, BC Holdings will remain a guarantor until such time as Boise Cascade has received net proceeds of at least $115~~ ~~million~~under ~~from~~ the ~~sale~~Exchange ofAct ~~its common stock, including proceeds from its planned initial public offering~~ (~~the~~17 ~~“Offering”),~~CFR ~~or Boise Cascade has received at least $115 million in the form of an equity investment, such as a reinvestment by BC Holdings of $115 million in Boise Cascade~~240. ~~BC Holdings will remain a guarantor under the indenture governing the Senior Notes until such time, if ever, as Boise Cascade's common stock is listed on any national securities exchange.~~14d-2(b))

~~Following~~o Pre-commencement ~~consummation~~communications ofpursuant ~~the Offering, BC Holdings presently intends~~ to ~~use~~Rule 13e-4(c) under the ~~cash~~Exchange ~~proceeds~~Act ~~received~~(17 ~~from~~CFR ~~Boise Cascade in the Distribution to repurchase equity securities from, and/or make a distribution to, its equityholders~~240. 13e-4(c))

~~FORWARD-LOOKING~~Item ~~STATEMENTS~~2.02 Results of Operations and Financial Condition.

~~This~~On ~~filing~~January 14, ~~contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995~~2013, ~~and~~Boise ~~are~~Cascade ~~subject to substantial risks~~Holdings, ~~uncertainties and assumptions~~L. ~~You should not place reliance on these statements~~L. ~~Forward-looking statements include information concerning the Distribution and the Offering, including the proposed use of proceeds from the Distribution~~C. ~~These statements often include words such as~~ (“~~believe,”~~BC ~~“expect,~~Holdings”) ~~“anticipate,”~~announced ~~“intend,”~~the ~~“plan,”~~following ~~“estimate,”~~preliminary ~~“seek,”~~estimated ~~“will,”~~unaudited ~~“may”~~financial ordata ~~similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry~~ as ~~well as our perceptions~~ of ~~expected future developments~~ and ~~other~~for ~~factors~~the wethree ~~believe~~months ~~are appropriate in these circumstances. As you read~~ and ~~consider~~year ~~this~~ended ~~filing~~December 31, ~~you should understand that these statements are not guarantees of performance or results, including the consummation of the Offering or the proposed use of proceeds of the Distribution~~2012. Many factors could affect our actual performance and results and could cause actual results to differ materially from those expressed in the forward-looking statements. Please refer to our filings with the SEC for a discussion of other factors that may affect future performance or results.

InEstimates ~~light~~ of ~~these~~results ~~risks,~~are ~~uncertainties~~inherently uncertain and ~~assumptions,~~subject ~~the~~to ~~forward-looking~~change, ~~statements~~and ~~contained~~BC inHoldings ~~this~~undertakes ~~document~~no ~~might~~obligation ~~not~~to ~~prove~~update tothis beinformation. ~~accurate~~The ~~and~~estimates ~~you~~set ~~should~~forth ~~not~~below ~~place~~may ~~undue~~differ ~~reliance~~from ~~upon~~actual ~~them~~results. Actual ~~All~~results ~~forward-looking~~remain ~~statements~~subject ~~attributable~~ to usthe orcompletion ~~persons~~of ~~acting~~management’s onand ~~our~~the ~~behalf~~audit ~~are~~committee’s ~~expressly~~final ~~qualified~~review, inas ~~their~~well ~~entirety~~as the year-end audit by ~~the~~our ~~foregoing~~independent ~~cautionary~~registered ~~statements~~public accountants. ~~All~~During ~~such~~the ~~statements~~course ~~speak~~of ~~only~~the aspreparation of the ~~date~~financial ~~made,~~statements and werelated ~~undertake~~notes noand ~~obligation~~our year-end audit, additional items that would require material adjustments to ~~update~~the orpreliminary ~~revise~~financial ~~publicly~~information ~~any~~presented ~~forward-looking~~below ~~statements,~~may ~~whether~~be asidentified. aThe ~~result~~estimates ofset ~~new~~forth ~~information,~~below ~~future~~were ~~events~~prepared orby ~~otherwise~~our management and are based on a number of assumptions.

~~SIGNATURE~~These estimates should not be viewed as a substitute for full financial statements prepared in accordance with generally accepted accounting principles. In addition, these preliminary estimates as of and for the three months and year ended December 31, 2012 are not necessarily indicative of the results to be achieved in any future period.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

	BOISE CASCADE HOLDINGS, L.L.C.
		Three Months Ended		Year Ended
Date: January 2, 2013	By:	/s/ John T. Sahlberg
		December 31		December 31
		John T. Sahlberg
		2011	2012	2011	2012
		Senior Vice President of Human Resources and General Counsel
		As Reported	Preliminary Estimate	As Reported	Preliminary Estimate
($ millions)			Low - High		Low - High
Segment sales
Building Materials Distribution		$429.4	$545.0 - $565.0	$1,779.4	$2,182.2 - $2,202.2
Wood Products		180.3	225.0 - 235.0	712.5	937.7 - 947.7
Intersegment eliminations		(62.2)	(85.0) - (95.0)	(243.7)	(350.4) - (360.4)
Total sales		$547.4	$685.0 - $705.0	$2,248.1	$2,769.5 - $2,789.5
Net income (loss)		($13.8)	($1.0) - $3.0	($46.4)	$39.2 - $43.2
Segment EBITDA
Building Materials Distribution		$1.3	$7.0 - $9.0	$10.4	$31.8 - $33.8
Wood Products		2.2	12.0 - 14.0	13.3	79.0 - 81.0
Corporate and other		(3.0)	(4.3) - (4.3)	(14.2)	(16.6) - (16.6)
Total EBITDA(a)		$0.5	$14.7 - $18.7	$9.5	$94.3 - $98.3
		December 31
		2011	2012
		As Reported	Preliminary Estimate
			Low - High
Total cash and cash equivalents		$182.5	$277.5 - $281.5
Long-term debt		$219.6	$273.0 - $277.0

(a) The following is a reconciliation of net income (loss) to EBITDA:

	Three Months Ended December 31		Year Ended December 31
	As Reported	Preliminary Estimate	As Reported	Preliminary Estimate
		Low - High		Low - High

Net income (loss)	($13.8)	($1.0) - $3.0	$(46.4)	$39.2 - $43.2
Interest expense	4.8	7.3 - 7.3	19.0	21.8 - 21.8
Interest income	(0.1)	(0.1) - (0.1)	(0.4)	(0.4) - (0.4)
Income tax provision	0.1	0.1 - 0.1	0.2	0.3 - 0.3
Depreciation and amortization	9.5	8.5 - 8.5	37.0	33.4 - 33.4
EBITDA	$0.5	$14.7 - $18.7	$9.5	$94.3 - $98.3

The information in this filing shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

FORWARD-LOOKING STATEMENTS

This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these statements. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of expected future developments and other factors we believe are appropriate in these circumstances. As you read and consider this filing, you should understand that these statements are not guarantees of performance or results. Many factors could affect our actual performance and results and could cause actual results to differ materially from those expressed in the forward-looking statements. Please refer to our filings with the SEC for a discussion of other factors that may affect future performance or results.

In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this document might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOISE CASCADE HOLDINGS, L.L.C.

	By	/s/ John T. Sahlberg
		John T. Sahlberg
		Senior Vice President, Human Resources and General Counsel
Date: January 14, 2013

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