UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
For the quarterly period ended September 30, 2012
o	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: 333-122770

Boise Cascade Holdings, L.L.C.

(Exact name of registrant as specified in its charter)



Delaware	20-1478587
(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)

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 o No x

We are a voluntary filer of reports required of companies with public securities under Sections 13 or 15(d) of the Securities Exchange Act of 1934, and we have filed all reports which would have been required of us during the past 12 months had we been subject to such provisions.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant does not have a class of registered equity securities. All of its equity securities are held by affiliates, employees, or former employees of the company.

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PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Notes to Unaudited Quarterly Consolidated Financial Statements	6
	1. Nature of Operations and Consolidation	6
	2. Summary of Significant Accounting Policies	6
	3. Other (Income) Expense	89
	4. Debt	9
	5. Retirement and Benefit Plans	1011
	6. Outsourcing Services Agreement	1112
	7. Transactions With Related Parties	11
	7. Transactions With Related Party	12
	8. Segment Information	1112
	9. Commitments, Legal Proceedings and Contingencies, and Guarantees	1315
	10. Consolidating Guarantor and Nonguarantor Financial Information	1415
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2526
	Understanding Our Financial Information	2526
	Executive Overview	2526
	Factors That Affect Our Operating Results	2627
	Our Operating Results	2728
	Liquidity and Capital Resources	3031
	Contractual Obligations	3134
	Off-Balance-Sheet Activities	3234
	Guarantees	3234
	Seasonal and Inflationary Influences	3235
	Employees	3235
	Environmental	3235
	Critical Accounting Estimates	3235
	New and Recently Adopted Accounting Standards	3235
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3335
Item 4.	Controls and Procedures	3336
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	3437
Item 1A.	Risk Factors	3437
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3437
Item 3.	Defaults Upon Senior Securities	3437
Item 4.	Mine Safety Disclosures	3437
Item 5.	Other Information	3437
Item 6.	Exhibits	3437

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PART I—FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

Boise Cascade Holdings, L.L.C.Consolidated Statements of Income (Loss)(unaudited)
	Three Months EndedJune 30						Six Months EndedJune 30
	Three Months EndedSeptember 30						Nine Months EndedSeptember 30
	2012			2011			2012			2011
	(thousands)
Sales
Trade	$	~~728~~759,~~434~~330		$	~~585~~623,~~031~~199		$	12,~~310~~069,~~474~~804		$	1,~~063~~687,~~838~~037
Related parties	4,466			4,382			9,412			8,822
Related party	5,266			4,787			14,678			13,609
	732,900			589,413			1,319,886			1,072,660
	764,596			627,986			2,084,482			1,700,646
Costs and expenses
Materials, labor, and other operating expenses	~~613~~638,~~352~~994			~~514~~538,~~221~~794			1,~~112~~751,~~158~~152			~~937~~1,~~053~~475,847
Materials, labor, and other operating expenses from related party	1914,~~255~~131			1012,~~351~~346			3044,~~573~~704			1831,~~794~~140
Depreciation and amortization	8,~~338~~461			9,~~241~~352			1624,~~457~~918			1827,~~148~~500
Selling and distribution expenses	6062,~~468~~572			5155,~~016~~346			~~114~~176,~~282~~854			97153,~~986~~332
General and administrative expenses	1012,~~689~~186			910,~~880~~299			1931,~~737~~923			1828,~~158~~457
Other (income) expense, net	~~653~~121			50(298		)	~~285~~406			2,~~639~~341
	712,755			594,759			1,293,492			1,092,778
	736,465			625,839			2,029,957			1,718,617
Income (loss) from operations	2028,~~145~~131			(52,~~346~~147		)	2654,~~394~~525			(2017,~~118~~971		)
Foreign exchange gain (loss)	~~(289~~228		)	30(936		)	~~(103~~125		)	~~340~~(596		)
Interest expense	(4,~~818~~840		)	(45,~~584~~001		)	(914,~~631~~471		)	(914,~~173~~174		)
Interest income	87			7791			~~194~~281			~~223~~314
	(5,020		)	(4,477		)	(9,540		)	(8,610		)
	(4,525		)	(5,846		)	(14,065		)	(14,456		)
Income (loss) before income taxes	1523,~~125~~606			(93,~~823~~699		)	1640,~~854~~460			(2832,~~728~~427		)
Income tax provision	(78104		)	(3812		)	(~~139~~243		)	(~~134~~146		)
Net income (loss)	$	1523,~~047~~502		$	(93,~~861~~711	)	$	1640,~~715~~217		$	(2832,~~862~~573	)

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Holdings, L.L.C.Consolidated Statements of Comprehensive Income (Loss)(unaudited)

Three Months EndedJune 30

Six Months EndedJune 30

Three Months EndedSeptember 30

Nine Months EndedSeptember 30

2012

2011

2012

2011

(thousands)

Net income (loss)

1523,~~047~~502

(93,~~861~~711

)

1640,~~715~~217

(2832,~~862~~573

)

Other comprehensive income (loss)

Other comprehensive income

Defined benefit pension plans

Amortization of actuarial loss

1,~~958~~824

~~698~~643

35,~~984~~808

12,~~424~~067

Amortization of prior service costs and other

4241

144

83124

~~115~~159

Other comprehensive income

21,~~000~~865

~~699~~687

45,~~067~~932

12,~~539~~226

Comprehensive income (loss)

1725,~~047~~367

(93,~~162~~024

)

2046,~~782~~149

(2730,~~323~~347

)

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Holdings, L.L.C.Consolidated Balance Sheets(unaudited)
	June 30, 2012		December 31, 2011
	September 30, 2012		December 31, 2011
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	~~174~~224,~~079~~421	$	182,459
Receivables
Trade, less allowances of $2,507 and $2,142	178,692		118,901
Trade, less allowances of $2,894 and $2,142	172,498		118,901
Related parties	~~569~~506		1,236
Other	4,~~604~~687		3,796
Inventories	~~319~~318,~~132~~577		283,978
Prepaid expenses and other	98,~~171~~457		4,864
Total current assets	~~686~~729,~~247~~146		595,234
Property and equipment, net	~~264~~263,~~519~~671		266,456
Timber deposits	6,~~746~~338		8,327
Deferred financing costs	43,~~059~~843		4,962
Goodwill	12,170		12,170
Intangible assets, net	8,900		8,900
Other assets	7,~~942~~405		6,786
Total assets	$	~~990~~1,~~583~~031,473	$	902,835

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Holdings, L.L.C.Consolidated Balance Sheets (continued)(unaudited)
	June 30, 2012			December 31, 2011
	September 30, 2012			December 31, 2011
	(thousands)
LIABILITIES AND CAPITAL
Current
Current portion of long-term debt	$	25,000		$	—
Accounts payable
Trade	$165,753	~~175,019~~		$116,758	~~116,758~~
Related parties	21,~~057~~922			1,142
Accrued liabilities
Compensation and benefits	4559,~~259~~950			32,267
Interest payable	37,~~322~~250			3,326
Other	2531,~~412~~616			24,486
	251,069			177,979
	291,491			177,979
Debt
Long-term debt	219,560			219,560
Long-term debt, less current portion	194,560			219,560
Other
Compensation and benefits	~~194~~196,~~072~~589			200,248
Other long-term liabilities	1314,~~731~~105			13,676
	207,803			213,924
	210,694			213,924
Redeemable equity units
Series B equity units — 2,426 units and 2,522 units outstanding	2,426			2,522
Series C equity units — 13,475 units and 13,715 units outstanding	6,089			6,227
	8,515			8,749
Commitments and contingent liabilities
Capital
Series A equity units — no par value; 66,000 units authorized and outstanding	~~108~~109,~~157~~011			104,008
Series B equity units — no par value; 550,000 units authorized; 532,898 units and 532,802 units outstanding, respectively	~~312~~332,~~257~~115			299,460
Series C equity units — no par value; 44,000 units authorized; 12,930 units and 12,690 units outstanding, respectively	—			—
Accumulated other comprehensive loss	(~~116~~114,~~778~~913		)	(120,845		)
Total capital	~~303~~326,~~636~~213			282,623
Total liabilities and capital	$	~~990~~1,~~583~~031,473		$	902,835

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Boise Cascade Holdings, L.L.C.Consolidated Statements of Cash Flows(unaudited)
	Six Months EndedJune 30
	Nine Months EndedSeptember 30
	2012			2011
	(thousands)
Cash provided by (used for) operations
Net income (loss)	$	1640,~~715~~217		$	(2832,~~862~~573	)
Items in net income (loss) not using (providing) cash
Depreciation and amortization, including deferred financing costs and other	1726,~~664~~732			1929,~~041~~118
Pension expense	69,~~394~~398			68,~~432~~933
Other	(~~469~~500		)	~~744~~1,515
Decrease (increase) in working capital, net of acquisitions
Receivables	(5953,~~482~~308		)	(4445,~~221~~700		)
Inventories	(3534,~~154~~599		)	(118,~~969~~423		)
Prepaid expenses and other	(21,~~251~~973		)	(21,~~284~~221		)
Accounts payable and accrued liabilities	6882,~~235~~333			27,~~716~~598
Pension contributions	(78,~~874~~181		)	(410,~~279~~274		)
Other	14,~~005~~752			(~~1,617~~90		)
Net cash provided by (used for) operations	464,~~783~~871			(3931,~~299~~117		)
Cash provided by (used for) investment
Expenditures for property and equipment	(1017,~~952~~682		)	(1625,~~585~~299		)
Acquisitions of businesses and facilities	(2,355		)	(5,782		)
Other	144			(112		)
Proceeds from sales of assets	171			3,053
Net cash used for investment	(13,163		)	(22,479		)
Other	(3		)	211
Cash provided by (used for) financing	—			—
Net cash used for investment	(19,869		)	(27,817		)
Net decrease in cash and cash equivalents	(8,380		)	(61,778		)
Cash provided by (used for) financing
Distributions to members	(2,790		)	—
Credit facility financing costs	(250		)	(2,547		)
Net cash used for financing	(3,040		)	(2,547		)
Net increase (decrease) in cash and cash equivalents	41,962			(61,481		)
Balance at beginning of the period	182,459			264,606
Balance at end of the period	$	~~174~~224,~~079~~421		$	~~202~~203,~~828~~125

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Condensed Notes to Unaudited Quarterly Consolidated Financial Statements

1. Nature of Operations and Consolidation

Nature of Operations

Boise Cascade Holdings, L.L.C., is a privately held building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "BC Holdings," "we," and "our" refer to Boise Cascade Holdings, L.L.C., and its consolidated subsidiaries. Boise Cascade, L.L.C., our wholly owned direct subsidiary, is a leading U.S. wholesale distributor of building products and one of the largest producers of engineered wood products (EWP) and plywood in North America.

We operate our business using three reportable segments: (1) Building Materials Distribution, which is a wholesale distributor of building materials, (2) Wood Products, which manufactures and sells EWP, plywood, particleboard, dimension lumber, and ponderosa pine lumber, and (3) Corporate and Other, which includes corporate support staff services, related assets and liabilities, and foreign exchange gains and losses. For more information, see Note 8, Segment Information.

Consolidation

The accompanying quarterly consolidated financial statements have not been audited by an independent registered public accounting firm but, in the opinion of management, include all adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. The quarterly consolidated financial statements include the accounts of BC Holdings and its subsidiaries after elimination of intercompany balances and transactions. Quarterly results are not necessarily indicative of results that may be expected for the full year. These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our 2011 Form 10-K and the other reports we file with the Securities and Exchange Commission (SEC).

2. Summary of Significant Accounting Policies

Accounting Policies

The complete summary of significant accounting policies is included in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2011 Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement benefits; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

Vendor and Customer Rebates and Allowances

We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. At ~~June~~September 30, 2012, and December 31, 2011, we had $2.97 million and $2.8 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on the Consolidated Balance Sheets. Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received ~~from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution~~

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from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.

We also provide rebates to our customers and our customers' customers based on the volume of their purchases. We provide the rebates to increase the sell-through of our products. The rebates are recorded as a decrease in "Sales, Trade." At ~~June~~September 30, 2012, and December 31, 2011, we had $1419.43 million and $15.6 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

Leases

We lease a portion of our distribution centers as well as other property and equipment under operating leases. For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably assured of exercising. Rental expense for operating leases was $3.65 million ~~and $3.9 million~~ for both the three months ended ~~June~~September 30, 2012 and 2011, ~~respectively,~~ and $710.27 million and $710.38 million for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively. Sublease rental income was not material in any of the periods presented.

Income Taxes

We are a limited liability company, and the majority of our businesses and assets are held and operated by limited liability companies, which are not subject to entity-level federal or state income taxation. Our income tax provision generally consists of income taxes payable to states that do not allow for the income tax liability to be passed through to our equity holders, as well as income taxes payable by our separate subsidiaries that are taxed as corporations.

Inventories

Inventories included the following:

	June 30, 2012		December 31, 2011
	September 30, 2012		December 31, 2011
	(thousands)
Finished goods and work in process	$	~~272~~260,~~635~~336	$	223,605
Logs	2636,~~015~~841		41,243
Other raw materials and supplies	2021,~~482~~400		19,130
	$	~~319~~318,~~132~~577	$	283,978

Property and Equipment

Property and equipment consisted of the following asset classes:

	June 30, 2012			December 31, 2011
	September 30, 2012			December 31, 2011
	(thousands)
Land	$	35,662		$	35,469
Buildings and improvements	121,~~494~~678			117,155
Machinery and equipment	~~335~~337,~~916~~482			328,282
Construction in progress	610,~~954~~749			5,812
	500,026			486,718
	505,571			486,718
Less accumulated depreciation	(~~235~~241,~~507~~900		)	(220,262		)
	$	~~264~~263,~~519~~671		$	266,456

Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under U.S. generally accepted accounting principles (GAAP) gives the highest priority to quoted market prices (Level 1) and the lowest priority to ~~unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or~~

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unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3).

As of June 30, 2012, and December 31, 2011, we held $133.2 million and $164.6 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs.

Financial Instruments

Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, and long-term debt. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds measured at fair value. As of September 30, 2012, and December 31, 2011, we held $167.3 million and $164.6 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. Our outstanding debt is fixed-rate. At ~~June~~September 30, 2012, the book value of our fixed-rate debt was $219.6 million, and the fair value was estimated to be $~~221~~220.42 million. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt. We estimated the fair value based on quoted market prices for our debt (Level 1 inputs).

Concentration of Credit Risk

We are exposed to credit risk related to customer accounts receivable. In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of customers based on ongoing credit evaluations. At ~~June~~September 30, 2012, and December 31, 2011, the receivables from a single customer accounted for approximately 15% and 14% of total receivables, respectively. No other customer accounted for 10% or more of total receivables.

Distributions to Members

We periodically make cash distributions to our equity holders in accordance with their respective ownership percentages. For the nine months ended September 30, 2012, we made $2.8 million of cash distributions, of which $1.2 million and $1.6 million was paid to Forest Products Holdings, L.L.C. (FPH) and OfficeMax, respectively. During the nine months ended September 30, 2011, we did not make any cash distributions. Both our senior credit facility and the indenture governing our senior subordinated notes permitted these distributions.

New and Recently Adopted Accounting Standards

In ~~September~~July ~~2011~~2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ~~2011~~2012-0802, Intangibles — Goodwill and Other (Topic 350): Testing ~~Goodwill~~Indefinite-Lived Intangible Assets for Impairment, which gives entities ~~testing goodwill for impairment~~ the option offirst ~~performing~~to aassess qualitative ~~assessment~~factors ~~before~~to ~~calculating~~determine whether the ~~fair~~existence ~~value~~ of aevents ~~reporting~~and ~~unit~~circumstances inindicates ~~step~~that 1it ofis more likely than not that the ~~goodwill~~indefinite-lived ~~impairment~~intangible ~~test.~~asset Ifis ~~entities~~impaired. ~~determine~~If, onafter assessing the ~~basis~~totality of ~~qualitative~~events ~~factors~~and circumstances, ~~that~~an ~~the~~entity ~~fair~~concludes ~~value~~that ofit ~~a reporting unit~~ is not more likely than not ~~less~~that ~~than~~ the ~~carrying~~indefinite-lived ~~amount~~intangible asset is impaired, then the ~~two-step~~entity ~~impairment~~is ~~test~~not ~~would~~required beto ~~required~~take further action. ~~Otherwise~~However, ~~further~~if ~~testing~~an ~~would~~entity ~~not~~concludes beotherwise, ~~needed.~~then Weit ~~adopted~~is required to determine the ~~provisions~~fair value of ~~this~~the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. The amended guidance ~~January~~is 1effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, ~~and~~with itearly ~~had~~adoption nopermitted. ~~effect~~We ondo ~~our~~not ~~financial~~believe ~~position~~the ~~and~~adoption ~~results~~ of ~~operations~~this guidance will have a material impact on our consolidated financial statements.

In ~~June~~September 2011, the FASB issued ASU 2011-0508, ~~Comprehensive~~Intangibles ~~Income~~— Goodwill and Other (Topic ~~220~~350): ~~Presentation~~Testing ofGoodwill ~~Comprehensive~~for ~~Income~~Impairment, which ~~amends~~gives ~~current~~entities ~~comprehensive~~testing ~~income~~goodwill ~~guidance.~~for ~~This~~impairment ~~accounting update eliminates~~ the option ~~to present the components~~ of ~~other~~performing ~~comprehensive~~a ~~income~~qualitative asassessment ~~part~~before ofcalculating the ~~statement~~fair value of ~~equity,~~a ~~among~~reporting ~~other~~unit ~~amendments. Instead, the company must report comprehensive income~~ in ~~either~~step a1 ~~single continuous statement~~ of ~~comprehensive~~the ~~income~~goodwill ~~which~~impairment ~~contains two sections, net income and other comprehensive income, or in two separate but consecutive statements~~test. OnIf ~~December~~entities 23determine, ~~2011,~~on the ~~FASB~~basis ~~issued~~of ~~ASU~~qualitative ~~2011-12~~factors, ~~Deferral~~that of the ~~Effective~~fair ~~Date~~value ~~for Amendments to the Presentation~~ of ~~Reclassifications~~a ofreporting ~~Items~~unit ~~Out~~is ofmore ~~Accumulated~~likely ~~Other~~than ~~Comprehensive~~not ~~Income~~less inthan ~~Accounting~~the ~~Standards~~carrying ~~Update No. 2011-05~~amount, ~~which defers~~ the ~~ASU 2011~~two-05step ~~requirement~~impairment totest ~~present~~would ~~reclassification~~be adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented (for both interim and annual financial statements)required. ~~This~~Otherwise, ~~requirement is being~~ further ~~deliberated~~testing bywould ~~the~~not ~~FASB~~be needed. ~~The~~We ~~effective~~adopted ~~date of ASU 2011-12 is~~ the ~~same as that for the unaffected~~ provisions of ~~ASU 2011-05. We adopted~~ this guidance ~~retrospectively as of~~ January 1, 2012, byand ~~adding~~it ~~the~~had ~~Consolidated~~no ~~Statements~~effect ofon ~~Comprehensive Income (Loss) to~~ our ~~consolidated~~ financial ~~statements.~~position Inand ~~addition,~~results ~~accumulated~~of ~~other comprehensive loss was reclassified from Series B equity units to a separate line in the Consolidated Balance Sheets~~operations.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of equity, among other amendments. Instead, the company must report comprehensive income in either a single continuous statement of comprehensive income which contains two

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sections, net income and other comprehensive income, or in two separate but consecutive statements. On December 23, 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which defers the ASU 2011-05 requirement to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented (for both interim and annual financial statements). This requirement is being further deliberated by the FASB. We adopted this guidance retrospectively as of January 1, 2012, by adding the Consolidated Statements of Comprehensive Income (Loss) to our consolidated financial statements. In addition, accumulated other comprehensive loss was reclassified from Series B equity units to a separate line in the Consolidated Balance Sheets.

There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures.

3. Other (Income) Expense

Other (income) expense includes miscellaneous income and expense items. The components of "Other (income) expense, net" in the Consolidated Statements of Income (Loss) are as follows:



	Three Months Ended September 30					Nine Months Ended September 30
	2012		2011			2012		2011
	(thousands)
Facility curtailment (a)	$	—	$	(136	)	$	—	$	1,275
Other, net (b)	121		(162		)	406		1,066
	$	121	$	(298	)	$	406	$	2,341

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	Three Months Ended June 30				Six Months EndedJune 30
	2012		2011		2012		2011
	(thousands)
Facility curtailment (a)	$	—	$	—	$	—	$	1,410
Other, net (b)	653		50		285		1,229
	$	653	$	50	$	285	$	2,639

_______________________________________


(a)	In first quarter 2011, we committed to indefinitely curtail a manufacturing plant in our Wood Products segment. The manufacturing plant was permanently closed on June 30, 2011.


(b)	In first quarter 2011, we recorded noncash asset write-downs of $1.2 million.


4.	Debt

Long-term debt consisted of the following:

	June 30, 2012			December 31, 2011
	September 30, 2012			December 31, 2011
	(thousands)
Asset-based revolving credit facility	$	—		$	—
7.125% senior subordinated notes	219,560			219,560
Total long-term debt	$	219,560		$	219,560
Long-term debt	219,560			219,560
Current portion of long-term debt	(25,000		)	—
Long-term debt, less current portion	$	194,560		$	219,560

Asset-Based Revolving Credit Facility

On July 13, 2011, Boise Cascade, L.L.C., and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into a ~~new~~ $250 million senior secured asset-based revolving credit facility (Revolving Credit Facility) with Wells Fargo Capital Finance, L.L.C. (Wells Fargo), as agent and the banks named therein as lenders. ~~The Revolving Credit Facility replaced our previous senior secured asset-based revolving credit facility with Bank of America.~~ Borrowings under the Revolving Credit Facility are constrained by a borrowing base formula dependent upon levels of eligible ~~inventory~~receivables and ~~receivables~~inventory reduced by outstanding borrowings and letters of credit (Availability). On September 7, 2012, we entered into a First Amendment to Credit Agreement, which increased the aggregate lending commitments under the Revolving Credit Facility to $300 million. Other key terms of the Credit Agreement were unchanged by the Amendment.

The Revolving Credit Facility has a maturity date of July 13, 2016, provided that our senior subordinated notes have been repaid or refinanced prior to July 15, 2014; otherwise, the Revolving Credit Facility will mature July 15, 2014. The Revolving Credit Facility is secured by a first-priority security interest in substantially all of our assets, except for property and equipment. The proceeds of borrowings under the agreement are available for working capital and other general corporate purposes.

Interest rates under the Revolving Credit Facility are based, at the company's election, on either the London Interbank Offered Rate (LIBOR) or a base rate, as defined in the agreement, plus a spread over the index elected that ranges from 1.75% to 2.25% for loans based on LIBOR and from 0.75% to 1.25% for loans based on the base rate. The spread is determined on the basis of a pricing grid that results in a higher spread as average quarterly Availability declines. Letters of credit are subject to a fronting fee payable to the issuing bank and a fee payable to the lenders equal to the LIBOR margin rate. In addition, we are required to pay an unused commitment fee at a rate ranging from 0.375% to 0.50% per annum (based on facility utilization) of the average unused portion of the lending commitments.

The Revolving Credit Facility contains customary nonfinancial covenants, including a negative pledge covenant and restrictions on new indebtedness, investments, distributions to equity holders, asset sales, and affiliate transactions, the scope of which are dependent on the Availability existing from time to time. The Revolving Credit Facility also contains a requirement that we meet a 1:1 fixed-charge coverage ratio (FCCR) if Availability falls below the greater of $31.25 million or 12.5% of the aggregate lending commitments. Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Revolving Credit Facility, and Availability at June 30, 2012, was $238.4 million. At June 30, 2012, our aggregate liquidity from cash and cash equivalents and unused borrowing capacity (net of the Availability threshold amount for testing of the FCCR, as applicable) under the Revolving Credit Facility totaled $412.5 million.

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AtThe ~~June 30,~~Revolving ~~2012,~~Credit ~~and~~Facility ~~December 31,~~has ~~2011,~~a wematurity ~~had~~date noof ~~borrowings~~July ~~outstanding~~13, ~~under~~2016. ~~the~~The Revolving Credit Facility ~~and~~is ~~approximately~~secured ~~$11.5~~by ~~million~~a ~~and~~first-priority ~~$11.3~~security ~~million,~~interest ~~respectively,~~in ofsubstantially ~~letters~~all of ~~credit outstanding. These letters of credit reduced~~ our ~~borrowing~~assets, ~~capacity~~except ~~under~~for ~~the~~property ~~Revolving~~and ~~Credit Facility by an equivalent amount~~equipment. WeThe ~~did~~proceeds ~~not~~of ~~borrow~~borrowings under the ~~Revolving~~agreement ~~Credit~~are ~~Facility~~available ~~during~~for ~~the~~working ~~six~~capital ~~months~~and ~~ended~~other ~~June 30,~~general ~~2012~~corporate purposes.

The Revolving Credit Facility contains customary nonfinancial covenants, including a negative pledge covenant and restrictions on new indebtedness, investments, distributions to equity holders, asset sales, and affiliate transactions, the scope of which are dependent on the Availability existing from time to time. The Revolving Credit Facility also contains a requirement that we meet a 1:1 fixed-charge coverage ratio (FCCR) if Availability falls below the greater of $31.25 million or 12.5% of the aggregate lending commitments. Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Revolving Credit Facility, and Availability at September 30, 2012, was $259.4 million. At September 30, 2012, our aggregate liquidity from cash and cash equivalents and unused borrowing capacity (net of the Availability threshold amount for testing of the FCCR, as applicable) under the Revolving Credit Facility totaled $483.8 million.

At September 30, 2012, and December 31, 2011, we had no borrowings outstanding under the Revolving Credit Facility and approximately $10.0 million and $11.3 million, respectively, of letters of credit outstanding. These letters of credit reduced our borrowing capacity under the Revolving Credit Facility by an equivalent amount. We did not borrow under the Revolving Credit Facility during the nine months ended September 30, 2012. On October 12, 2012, we borrowed $50.0 million under the Revolving Credit Facility to partially fund the redemption of $75.0 million of our senior subordinated notes, as discussed further below.

Senior Subordinated Notes

In October 2004, Boise Cascade, L.L.C., issued $400 million of 7.125% senior subordinated notes due in 2014. In July 2005, we completed an exchange offer whereby all of our senior subordinated notes were exchanged for registered securities with identical terms (other than terms relating to registration rights) to the notes issued in October 2004. We may redeem all or part of the notes at any time at redemption prices set forth in the indenture governing the notes (Indenture). Redemption prices ~~will~~reduced ~~reduce~~ to par value in October 2012. IfSubsequent weto ~~sell~~the ~~specific~~exchange ~~assets~~offer, ora ~~experience~~portion ~~specific~~of ~~kinds~~the ofnotes ~~changes~~were repurchased, resulting in ~~control~~$219.6 million of notes outstanding at both September 30, we2012, ~~may~~and beDecember 31, ~~required~~2011. toOn ~~purchase~~October 15, 2012, we redeemed $75.0 million of the notes at par value with $25.0 ~~Subsequent~~million toof ~~the~~cash ~~exchange~~on ~~offer~~hand and $50.0 million borrowed under our Revolving Credit Facility. On October 22, a2012, ~~portion~~the oftrustee under the senior subordinated notes ~~have~~indenture, ~~been~~at ~~repurchased~~our request, ~~resulting~~irrevocably incalled for redemption on November 21, 2012, all of our outstanding senior subordinated notes. Simultaneously, we irrevocably deposited $~~219~~144.6 million of the proceeds from our senior notes ~~outstanding~~offering, atwith ~~both~~our ~~June~~senior subordinated notes trustee, in an amount sufficient to pay and discharge the entire indebtedness on the senior subordinated notes for principal, plus $1.0 million of accrued and unpaid interest, to November 21, 2012. 30The senior subordinated notes trustee acknowledged that as of October 22, 2012, our obligations and ~~December 31~~those of the guarantors were discharged and satisfied, ~~2011~~and neither we nor the guarantors generally had any further obligations to the senior subordinated notes trustee or the holders of our senior subordinated notes. The senior subordinated notes trustee further acknowledged the automatic release of the guarantees of the guarantors under our senior subordinated notes indenture. Upon such satisfaction and discharge, our senior subordinated notes indenture generally ceased to be of further effect.

Debt Refinancing

On October 22, 2012, Boise Cascade, L.L.C. (Boise Cascade), and its wholly owned subsidiary, Boise Cascade Finance Corporation (together, the Co-issuers), issued a $250 million aggregate principal amount of 6.375% senior notes due November 1, 2020 (Senior Notes) through a private placement that is exempt from the registration requirements of the Securities Act of 1933 (Securities Act), as amended. The Senior Notes pay interest semiannually in arrears on May 1 and November 1, commencing on May 1, 2013. As a result of this refinancing, we extended the maturity of our debt and lowered our interest rate. The Senior Notes are guaranteed by each of Boise Cascade's existing and future direct or indirect domestic subsidiaries that is a guarantor or co-borrower under our Revolving Credit Facility, other than Boise Cascade Finance

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Corporation. The Senior Notes are also guaranteed by BC Holdings, until such time, if ever, that Boise Cascade's common stock is listed on any national securities exchange.

Following the sale of the Senior Notes, we used a portion of the net proceeds of the sale to repay the senior subordinated notes at par plus accrued and unpaid interest through the redemption date. The remaining proceeds will be available for general corporate purposes.

In connection with the issuance of the Senior Notes, the Co-issuers entered into a registration rights agreement, dated as of October 22, 2012 (Senior Notes Registration Rights Agreement). The Senior Notes Registration Rights Agreement requires us to register under the Securities Act the Senior Notes having substantially identical terms to those of the Senior Notes (Exchange Notes) and to complete an exchange of the privately placed Senior Notes for the publicly registered Exchange Notes on or prior to October 21, 2013 or, in certain circumstances, to file and keep effective a shelf registration statement for resale of the Senior Notes. If we fail to satisfy these obligations, we will pay additional interest up to 0.25% per annum to holders of the Senior Notes for the first 90-day period immediately following such date, and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum rate of 1.0% per annum.

The Senior Notes are senior unsecured obligations and rank equally with all of the Co-issuers' and guarantors' existing and future senior indebtedness, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Revolving Credit Facility to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the Senior Notes.

The terms of the indenture governing the Senior Notes, among other things, limit the ability of the Co-issuers and certain Boise Cascade subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge, or transfer substantially all of their assets; enter into transactions with affiliates; and sell or transfer certain assets.

The indenture governing the Senior Notes provides for customary events of default, which include (subject in certain cases to customary grace and cure periods and notification requirements), among others: nonpayment of principal or interest; breach of other agreements in the indenture governing the Senior Notes; defaults in failure to pay certain other indebtedness; the rendering of judgments to pay certain amounts of money against the Co-issuers, the guarantors, or certain Boise Cascade subsidiaries; the failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency.

Cash Paid for Interest

For the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, cash payments for interest, net of interest capitalized, were $8.47 million and $8.36 million, respectively. Capitalized interest was not material for both periods.

5. Retirement and Benefit Plans

The following table presents the pension benefit costs:

	Three Months Ended June 30						Six Months EndedJune 30
	Three Months Ended September 30						Nine Months EndedSeptember 30
	2012			2011			2012			2011
	(thousands)
Service cost	$	1,~~182~~206		$	1,~~297~~253		$	23,~~351~~557		$	24,~~798~~051
Interest cost	4,~~824~~783			5,~~075~~049			914,~~667~~450			1015,~~345~~394
Expected return on plan assets	(4,~~847~~850		)	(4,~~486~~488		)	(914,~~691~~541		)	(813,~~969~~457		)
Recognized actuarial loss	1,958			698			3,984			1,424
Amortization of actuarial loss	1,824			643			5,808			2,067
Amortization of prior service costs	4241			44			83124			89133
Curtailment loss and other	—			—			—			745
Net periodic benefit cost	$	3,~~159~~004		$	2,~~628~~501		$	69,~~394~~398		$	68,~~432~~933

On July 13, 2012, we contributed company-owned real property to the pension plans from two locations in our Building Materials Distribution segment. The pension plans obtained independent appraisals of the properties, and based on ~~these appraisals, the plans recorded the contribution at fair value of $9.7 million on July 13, 2012.~~

We are leasing back the contributed properties for an initial term of ten years with two five-year extension options and will continue to use the properties in our distribution operations. Rent payments will be made quarterly, with first-year annual rents of $0.8 million and 2% annual escalation rates thereafter. Each lease provides us a right of first refusal on any subsequent sale by the pension plans, as well as repurchase options at the end of the initial term and extension periods. The plans engaged an independent fiduciary who negotiated the lease terms and will also manage the properties on behalf of the plans.11

We determined that the contribution of the properties does not meet the accounting definition of a plan asset within the scope of Accounting Standards Codification 715, Compensation — Retirement Benefits. Accordingly, the contributed properties will not be considered a contribution for accounting purposes and, as a result, will not be included in plan assets and will have no impact on the net pension liability recorded on our Consolidated Balance Sheets. We will continue to depreciate the carrying value of the properties in our financial statements, and no gain or loss will be recognized at the contribution date for accounting purposes. Lease payments will be recorded as pension contributions.

In the first six months of 2012, we made $7.9 million in cash contributions to the pension plans. The total cash and real property contributions are expected to satisfy U.S. Department of Labor minimum pension contribution requirements for 2012 in light of recently passed pension funding relief legislation.

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these appraisals, the plans recorded the contribution at fair value of $9.7 million during the nine months ended September 30, 2012.

We are leasing back the contributed properties for an initial term of ten years with two five-year extension options and continue to use the properties in our distribution operations. Rent payments are made quarterly, with first-year annual rents of $0.8 million and 2% annual escalation rates thereafter. Each lease provides us a right of first refusal on any subsequent sale by the pension plans, as well as repurchase options at the end of the initial term and extension periods. The plans engaged an independent fiduciary who negotiated the lease terms and also manages the properties on behalf of the plans.

We determined that the contribution of the properties does not meet the accounting definition of a plan asset within the scope of Accounting Standards Codification 715, Compensation — Retirement Benefits. Accordingly, the contributed properties are not considered a contribution for accounting purposes and, as a result, are not included in plan assets and have no impact on the net pension liability recorded on our Consolidated Balance Sheets. We continue to depreciate the carrying value of the properties in our financial statements, and no gain or loss was recognized at the contribution date for accounting purposes. Lease payments are recorded as pension contributions.

In the first nine months of 2012, we made $8.2 million in cash contributions to the pension plans. The total cash and real property contributions are expected to satisfy U.S. Department of Labor minimum pension contribution requirements for 2012 in light of recently passed pension funding relief legislation.

6. Outsourcing Services Agreement

Under an Outsourcing Services Agreement, Boise Inc. provides a number of corporate staff services to us at cost. These services include information technology, accounting, and human resource transactional services. The agreement, as extended, expires on February 22, 2014. The agreement automatically renews for successive one-year terms unless either party provides notice of termination to the other party at least 12 months in advance of the expiration date. The Outsourcing Services Agreement gives us (but not Boise Inc.) the right to terminate all or any portion of the services provided to us on 30 days' notice. Total expenses incurred under the Outsourcing Services Agreement were $3.67 million and $3.78 million for the three months ended ~~June~~September 30, 2012 and 2011, respectively, and $711.30 million ~~and $7.3 million~~ for both the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011~~, respectively~~. The majority of these expenses are recorded in "General and administrative expenses" in our Consolidated Statements of Income (Loss).

7. Transactions With Related ~~Parties~~Party

Transactions with Louisiana Timber Procurement Company, L.L.C. (LTP) represent the only significant related-party activity recorded in our consolidated financial statements. LTP is an unconsolidated variable-interest entity that is 50% owned by Boise Cascade, L.L.C., and 50% owned by Boise Inc. LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of Boise Inc. and Boise Cascade, L.L.C., in Louisiana. See the Consolidated Statements of Income (Loss) for related party sales to LTP and related party fiber purchases from LTP. We are not the primary beneficiary of LTP, as we do not have power to direct the activities that most significantly affect the economic performance of LTP. Accordingly, we do not consolidate LTP's results in our financial statements.

8. Segment Information

We operate our business using three reportable segments: Building Materials Distribution, Wood Products, and Corporate and Other. There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 15, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2011 Form 10-K.

An analysis of our operations by segment is as follows:

											Income
											(Loss)
	Sales										Before			Depreciation
			Related		Inter-						Income			and		EBITDA
	Trade		Parties		segment			Total			Taxes			Amortization		(b)
	(millions)
Three Months Ended June 30, 2012
Building Materials Distribution	$	580.5	$	—	$	—		$	580.5		$	8.7		$	2.2	$	10.9
Wood Products	147.9		4.5		89.4			241.8			15.5			6.1		21.7
Corporate and Other	—		—		—			—			(4.4		)	—		(4.4		)
Intersegment eliminations	—		—		(89.4		)	(89.4		)	—			—		—
	$	728.4	$	4.5	$	—		$	732.9		19.9			$	8.3	$	28.2
Interest expense											(4.8		)
Interest income											0.1
											$	15.1

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											Income
											(Loss)
	Sales										Before			Depreciation
			Related		Inter-						Income			and		EBITDA
	Trade		Parties		segment			Total			Taxes			Amortization		(b)
	(millions)
Three Months Ended June 30, 2011
Building Materials Distribution	$	470.5	$	—	$	0.2		$	470.7		$	1.3		$	2.1	$	3.4
Wood Products	114.5		4.4		63.5			182.4			(2.7		)	7.1		4.5
Corporate and Other	—		—		—			—			(4.0		)	0.1		(3.9		)
Intersegment eliminations	—		—		(63.7		)	(63.7		)	—			—		—
	$	585.0	$	4.4	$	—		$	589.4		(5.3		)	$	9.2	$	3.9
Interest expense											(4.6		)
Interest income											0.1
											$	(9.8	)

											Income
											(Loss)
	Sales										Before			Depreciation
			Related		Inter-						Income			and		EBITDA
	Trade		Parties		segment			Total			Taxes			Amortization		(b)
	(millions)
Six Months Ended June 30, 2012
Building Materials Distribution	$	1,032.0	$	—	$	—		$	1,032.0		$	7.9		$	4.4	$	12.3
Wood Products	278.5		9.4		165.1			453.0			26.4			12.0		38.4
Corporate and Other	—		—		—			—			(7.9		)	0.1		(7.9		)
Intersegment eliminations	—		—		(165.1		)	(165.1		)	—			—		—
	$	1,310.5	$	9.4	$	—		$	1,319.9		26.3			$	16.5	$	42.7
Interest expense											(9.6		)
Interest income											0.2
											$	16.9

											Income
											(Loss)
	Sales										Before			Depreciation
			Related		Inter-						Income			and		EBITDA
	Trade		Parties		segment			Total			Taxes			Amortization		(b)
	(millions)
Six Months Ended June 30, 2011
Building Materials Distribution (a)	$	848.1	$	—	$	0.4		$	848.5		$	(3.2	)	$	4.1	$	0.9
Wood Products (a)	215.7		8.9		112.8			337.4			(9.9		)	13.9		4.0
Corporate and Other	—		—		—			—			(6.6		)	0.1		(6.5		)
Intersegment eliminations	—		—		(113.2		)	(113.2		)	—			—		—
	$	1,063.8	$	8.9	$	—		$	1,072.7		(19.8		)	$	18.1	$	(1.6	)
Interest expense											(9.2		)
Interest income											0.2
											$	(28.7	)

___________________________________

(a) In March 2011, we committed to indefinitely curtail a manufacturing plant in our Wood Products segment, and we recorded the related expense of $1.4 million in "Other (income) expense, net" and $0.4 million of accelerated depreciation in "Depreciation and Amortization" in our Consolidated Statement of Income (Loss) for the six months ended June 30, 2011. The manufacturing plant was permanently closed on June 30, 2011. Also, during the six months ended June 30, 2011, we recorded $1.2 million of noncash asset write-downs in "Other (income) expense, net," of which $0.8 million was recorded in our Building Materials Distribution

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segment and $0.4 million was recorded in our Wood Products segment.



											Income
											(Loss)
	Sales										Before			Depreciation
			Related		Inter-						Income			and		EBITDA
	Trade		Party		segment			Total			Taxes			Amortization		(b)
	(millions)
Three Months Ended September 30, 2012
Building Materials Distribution	$	605.2	$	—	$	—		$	605.2		$	10.3		$	2.3	$	12.6
Wood Products	154.1		5.3		100.4			259.8			22.5			6.2		28.6
Corporate and Other	—		—		—			—			(4.4		)	—		(4.4		)
Intersegment eliminations	—		—		(100.4		)	(100.4		)	—			—		—
	$	759.3	$	5.3	$	—		$	764.6		28.4			$	8.5	$	36.8
Interest expense											(4.8		)
Interest income											0.1
											$	23.6



											Income
											(Loss)
	Sales										Before			Depreciation
			Related		Inter-						Income			and		EBITDA
	Trade		Party		segment			Total			Taxes			Amortization		(b)
	(millions)
Three Months Ended September 30, 2011
Building Materials Distribution	$	500.9	$	—	$	0.6		$	501.5		$	6.0		$	2.1	$	8.2
Wood Products	122.3		4.8		67.7			194.8			(0.1		)	7.2		7.1
Corporate and Other	—		—		—			—			(4.8		)	0.1		(4.7		)
Intersegment eliminations	—		—		(68.3		)	(68.3		)	—			—		—
	$	623.2	$	4.8	$	—		$	628.0		1.2			$	9.4	$	10.6
Interest expense											(5.0		)
Interest income											0.1
											$	(3.7	)



											Income
											(Loss)
	Sales										Before			Depreciation
			Related		Inter-						Income			and		EBITDA
	Trade		Party		segment			Total			Taxes			Amortization		(b)
	(millions)
Nine Months Ended September 30, 2012
Building Materials Distribution	$	1,637.2	$	—	$	—		$	1,637.2		$	18.2		$	6.6	$	24.8
Wood Products	432.6		14.7		265.4			712.7			48.8			18.2		67.0
Corporate and Other	—		—		—			—			(12.4		)	0.1		(12.3		)
Intersegment eliminations	—		—		(265.4		)	(265.4		)	—			—		—
	$	2,069.8	$	14.7	$	—		$	2,084.5		54.7			$	24.9	$	79.6
Interest expense											(14.5		)
Interest income											0.3
											$	40.5

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											Income
											(Loss)
	Sales										Before			Depreciation
			Related		Inter-						Income			and		EBITDA
	Trade		Party		segment			Total			Taxes			Amortization		(b)
	(millions)
Nine Months Ended September 30, 2011
Building Materials Distribution (a)	$	1,348.9	$	—	$	1.0		$	1,349.9		$	2.8		$	6.2	$	9.0
Wood Products (a)	338.1		13.6		180.5			532.2			(10.0		)	21.1		11.1
Corporate and Other	—		—		—			—			(11.4		)	0.2		(11.2		)
Intersegment eliminations	—		—		(181.5		)	(181.5		)	—			—		—
	$	1,687.0	$	13.6	$	—		$	1,700.6		(18.6		)	$	27.5	$	8.9
Interest expense											(14.2		)
Interest income											0.3
											$	(32.4	)

___________________________________

(a)

In March 2011, we committed to indefinitely curtail a manufacturing plant in our Wood Products segment, and we recorded the related expense of $1.3 million in "Other (income) expense, net" and $0.4 million of accelerated depreciation in "Depreciation and Amortization" in our Consolidated Statement of Income (Loss) for the nine months ended September 30, 2011. The manufacturing plant was permanently closed on June 30, 2011. Also, during the nine months ended September 30, 2011, we recorded $1.2 million of noncash asset write-downs in "Other (income) expense, net," of which $0.8 million was recorded in our Building Materials Distribution segment and $0.4 million was recorded in our Wood Products segment.

(b)

EBITDA represents income (loss) before interest (interest expense and interest income), income taxes, and depreciation and amortization. EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance and to decide how to allocate resources to segments. We believe EBITDA is useful to investors because it provides a means to evaluate the operating performance of our segments and our company on an ongoing basis using criteria that are used by our internal decision makers and because it is frequently used by investors and other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates. We believe EBITDA is a meaningful measure because it presents a transparent view of our recurring operating performance and allows management to readily view operating trends, perform analytical comparisons, and identify strategies to improve operating performance. EBITDA, however, is not a measure of our liquidity or financial performance under generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income (loss), income (loss) from operations, or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity. The use of EBITDA instead of net income (loss) or segment income (loss) has limitations as an analytical tool, including the inability to determine profitability; the exclusion of interest expense, interest income, and associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs. Management compensates for the limitations of EBITDA by relying on our GAAP results. Our measure of EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.

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

		Three Months EndedJune 30						Six Months EndedJune 30
		Three Months EndedSeptember 30						Nine Months EndedSeptember 30
		2012			2011			2012			2011
	(millions)
Net income (loss)		$	1523.05		$	(93.97	)	$	1640.72		$	(2832.96	)
Interest expense		4.8			45.60			914.65			914.2
Interest income		(0.1		)	(0.1		)	(0.23		)	(0.23		)
Income tax provision		0.1			—			0.12			0.1
Depreciation and amortization		8.35			9.24			1624.59			1827.15
EBITDA		$	2836.28		$	310.96		$	4279.76		$	(18.69	)

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9. Commitments, Legal Proceedings and Contingencies, and Guarantees

Commitments

We have commitments for leases and long-term debt that are discussed further under "Leases" in Note 2, Summary of Significant Accounting Policies, and Note 4, Debt. We are a party to a number of long-term log and fiber supply agreements that are discussed in Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2011 Form 10-K. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business. At ~~June~~September 30, 2012, there have been no material changes to the commitments disclosed in the 2011 Form 10-K. See Note 4, Debt, for a discussion of debt transactions subsequent to September 30, 2012.

In July 2012, there was a change in the ownership of timberlands that serve as a significant source of fiber to our Wood Products segment pursuant to a number of long-term fiber supply agreements. The affected supply agreements remain in place, with our rights and the new owners' obligations under those agreements unchanged. As such, we do not anticipate the ownership transition to negatively impact our operations.

Legal Proceedings and Contingencies

We are a party to routine legal proceedings that arise in the ordinary course of our business. We are not currently a party to any legal proceedings or environmental claims that we believe would, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

Guarantees

We provide guarantees, indemnifications, and assurances to others. Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2011 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of September 30, 2012, there have been no material changes to the guarantees disclosed in the 2011 Form 10-K.

Table of Contents

Supplementary Data" in our 2011 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of June 30, 2012, there have been no material changes to the guarantees disclosed in the 2011 Form 10-K.

10. Consolidating Guarantor and Nonguarantor Financial Information

The following consolidating financial information presents the Statements of Comprehensive Income (Loss), Balance Sheets, and Cash Flows related to our business. The senior subordinated notes are guaranteed on a senior subordinated basis jointly and severally by BC Holdings and each of its existing and future subsidiaries (other than: (i) the co-issuers, Boise Cascade, L.L.C., and Boise Cascade Finance Corporation and (ii) our foreign subsidiaries). Other than the consolidated financial statements and footnotes for BC Holdings and the consolidating financial information, financial statements and other disclosures concerning the guarantors have not been presented because management believes that such information is not material to investors.

Furthermore, the cancellation provisions in the Indenture related to the guarantor subsidiaries are customary, and they do not include an arrangement that permits a guarantor subsidiary to opt out of the obligation prior to or during the term of the debt. Each guarantor subsidiary is automatically released from its obligations as a guarantor upon the sale of the subsidiary or substantially all of its assets to a third party, the designation of the subsidiary as an unrestricted subsidiary for purposes of the covenants included in the Indenture, the release of the indebtedness under the Indenture, or if the issuers exercise their legal defeasance option or the discharge of their obligations in accordance with the Indenture.

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Boise Cascade Holdings, L.L.C., and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the Three Months Ended June 30, 2012

(unaudited)

	BoiseCascadeHoldings,L.L.C.(Parent)		BoiseCascade,L.L.C.			GuarantorSubsidiaries			Non-guarantorSubsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—	$	—		$	725,328		$	3,106		$	—		$	728,434
Intercompany	—		—			—			3,276			(3,276		)	—
Related parties	—		—			4,466			—			—			4,466
	—		—			729,794			6,382			(3,276		)	732,900
Costs and expenses
Materials, labor, and other operating expenses	—		—			610,500			6,352			(3,500		)	613,352
Materials, labor, and other operating expenses from related party	—		—			19,255			—			—			19,255
Depreciation and amortization	—		32			7,857			449			—			8,338
Selling and distribution expenses	—		—			59,691			777			—			60,468
General and administrative expenses	—		4,040			6,424			1			224			10,689
Other (income) expense, net	—		31			953			(331		)	—			653
	—		4,103			704,680			7,248			(3,276		)	712,755
Income (loss) from operations	—		(4,103		)	25,114			(866		)	—			20,145
Foreign exchange loss	—		(25		)	(134		)	(130		)	—			(289		)
Interest expense	—		(4,818		)	—			—			—			(4,818		)
Interest income	—		38			49			—			—			87
	—		(4,805		)	(85		)	(130		)	—			(5,020		)
Income (loss) before income taxes and equity in net income (loss) of affiliates	—		(8,908		)	25,029			(996		)	—			15,125
Income tax provision	—		(75		)	(3		)	—			—			(78		)
Income (loss) before equity in net income (loss) of affiliates	—		(8,983		)	25,026			(996		)	—			15,047
Equity in net income (loss) of affiliates	15,047		24,030			—			—			(39,077		)	—
Net income (loss)	15,047		15,047			25,026			(996		)	(39,077		)	15,047
Other comprehensive income (loss)
Defined benefit pension plans
Amortization of actuarial loss	—		1,958			—			—			—			1,958
Amortization of prior service costs	—		42			—			—			—			42
Equity in other comprehensive income (loss) of affiliates	2,000		—			—			—			(2,000		)	—
Other comprehensive income	2,000		2,000			—			—			(2,000		)	2,000
Comprehensive income (loss)	$	17,047	$	17,047		$	25,026		$	(996	)	$	(41,077	)	$	17,047

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Boise Cascade Holdings, L.L.C., and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the Three Months Ended ~~June~~September 30, ~~2011~~2012

(unaudited)

	BoiseCascadeHoldings,L.L.C.(Parent)			BoiseCascade,L.L.C.			GuarantorSubsidiaries			Non-guarantorSubsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	—		$	~~580~~755,~~961~~529		$	43,~~070~~801		$	—		$	~~585~~759,~~031~~330
Intercompany	—			—			—			3,~~608~~327			(3,~~608~~327		)	—
Related parties	—			—			4,382			—			—			4,382
Related party	—			—			5,266			—			—			5,266
	—			—			~~585~~760,~~343~~795			7,~~678~~128			(3,~~608~~327		)	~~589~~764,~~413~~596
Costs and expenses
Materials, labor, and other operating expenses	—			—			~~510~~635,~~539~~255			7,~~480~~711			(3,~~798~~972		)	~~514~~638,~~221~~994
Materials, labor, and other operating expenses from related party	—			—			1014,~~351~~131			—			—			1014,~~351~~131
Depreciation and amortization	—			6232			8,~~752~~071			~~427~~358			—			98,~~241~~461
Selling and distribution expenses	—			—			5061,~~325~~708			~~691~~864			—			5162,~~016~~572
General and administrative expenses	1			34,~~913~~561			56,~~776~~980			—(1		)	~~190~~645			912,~~880~~186
Other (income) expense, net	—			4516			~~340~~513			(~~335~~408		)	—			50121
	1			4,~~020~~609			~~586~~726,~~083~~658			8,~~263~~524			(3,~~608~~327		)	~~594~~736,~~759~~465
Loss from operations	(1		)	(4,020		)	(740		)	(585		)	—			(5,346		)
Income (loss) from operations	(1		)	(4,609		)	34,137			(1,396		)	—			28,131
Foreign exchange gain (loss)	—			30198			(1473		)	14103			—			30228
Interest expense	—			(4,~~584~~840		)	—			—			—			(4,~~584~~840		)
Interest income	—			2543			5244			—			—			7787
	—			(4,~~529~~599		)	38(29		)	14103			—			(4,~~477~~525		)
Loss before income taxes and equity in net income (loss) of affiliates	(1		)	(8,549		)	(702		)	(571		)	—			(9,823		)
Income (loss) before income taxes and equity in net income of affiliates	(1		)	(9,208		)	34,108			(1,293		)	—			23,606
Income tax (provision) benefit	—			(65109		)	275			—			—			(38104		)
Loss before equity in net income (loss) of affiliates	(1		)	(8,614		)	(675		)	(571		)	—			(9,861		)
Income (loss) before equity in net income of affiliates	(1		)	(9,317		)	34,113			(1,293		)	—			23,502
Equity in net income (loss) of affiliates	(9,860		)	(1,246		)	—			—			11,106			—
Equity in net income of affiliates	23,503			32,820			—			—			(56,323		)	—
Net income (loss)	(923,~~861~~502		)	(923,~~860~~503		)	~~(675~~34,113		)	(~~571~~1,293		)	11(56,~~106~~323		)	(923,~~861~~502		)
Other comprehensive income (loss)
Other comprehensive income
Defined benefit pension plans
Amortization of actuarial loss	—			~~698~~1,824			—			—			—			~~698~~1,824
Amortization of prior service costs and other	—			1			—			—			—			1
Amortization of prior service costs	—			41			—			—			—			41
Equity in other comprehensive income (loss) of affiliates	699			—			—			—			(699		)	—
Equity in other comprehensive income of affiliates	1,865			—			—			—			(1,865		)	—
Other comprehensive income	~~699~~1,865			~~699~~1,865			—			—			(~~699~~1,865		)	~~699~~1,865
Comprehensive income (loss)	$	(925,~~162~~367	)	$	(925,~~161~~368	)	$	~~(675~~34,113	)	$	(~~571~~1,293	)	$	10(58,~~407~~188	)	$	(925,~~162~~367	)

Table of Contents

Boise Cascade Holdings, L.L.C., and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the ~~Six~~Three Months Ended ~~June~~September 30, ~~2012~~2011

(unaudited)

	BoiseCascadeHoldings,L.L.C.(Parent)			BoiseCascade,L.L.C.			GuarantorSubsidiaries			Non-guarantorSubsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	—		$	1619,~~304,630~~952		$	53,~~844~~247		$	—		$	1623,~~310,474~~199
Intercompany	—			—			—			62,~~527~~933			(62,~~527~~933		)	—
Related parties	—			—			9,412			—			—			9,412
Related party	—			—			4,787			—			—			4,787
	—			—			1624,~~314,042~~739			126,~~371~~180			(62,~~527~~933		)	1627,~~319,886~~986
Costs and expenses
Materials, labor, and other operating expenses	—			—			1535,~~106,522~~365			126,~~531~~624			(63,~~895~~195		)	1538,~~112,158~~794
Materials, labor, and other operating expenses from related parties	—			—			30,573			—			—			30,573
Materials, labor, and other operating expenses from related party	—			—			12,346			—			—			12,346
Depreciation and amortization	—			6457			158,~~497~~862			~~896~~433			—			169,~~457~~352
Selling and distribution expenses	—			—			~~112~~54,~~750~~632			~~1,532~~714			—			~~114~~55,~~282~~346
General and administrative expenses	—			73,~~703~~750			116,~~665~~287			1—			~~368~~262			1910,~~737~~299
Other (income) expense, net	—			7816			~~1,196~~52			(~~989~~366		)	—			~~285~~(298		)
	—			73,~~845~~823			1617,~~278,203~~544			137,~~971~~405			(62,~~527~~933		)	1625,~~293,492~~839
Income (loss) from operations	—			(73,~~845~~823		)	357,~~839~~195			(1,~~600~~225		)	—			262,~~394~~147
Foreign exchange gain (loss)	—			26			(59		)	(70		)	—			(103		)
Foreign exchange loss	—			(628		)	(55		)	(253		)	—			(936		)
Interest expense	—			(95,~~631~~001		)	—			—			—			(95,~~631~~001		)
Interest income	—			8943			~~105~~48			—			—			~~194~~91
	—			(95,~~516~~586		)	46(7		)	(70253		)	—			(95,~~540~~846		)
Income (loss) before income taxes and equity in net income (loss) of affiliates	—			(179,~~361~~409		)	357,~~885~~188			(1,~~670~~478		)	—			16(3,~~854~~699		)
Income tax provision	—			(127		)	(12		)	—			—			(139		)
Income tax (provision) benefit	—			(56		)	44			—			—			(12		)
Income (loss) before equity in net income (loss) of affiliates	—			(179,~~488~~465		)	357,~~873~~232			(1,~~670~~478		)	—			16(3,~~715~~711		)
Equity in net income (loss) of affiliates	16(3,~~715~~711		)	345,~~203~~754			—			—			(502,~~918~~043		)	—
Net income (loss)	16(3,~~715~~711		)	16(3,~~715~~711		)	357,~~873~~232			(1,~~670~~478		)	(502,~~918~~043		)	16(3,~~715~~711		)
Other comprehensive income (loss)
Other comprehensive income
Defined benefit pension plans
Amortization of actuarial loss	—			~~3,984~~643			—			—			—			~~3,984~~643
Amortization of prior service costs	—			8344			—			—			—			8344
Equity in other comprehensive income (loss) of affiliates	4,067			—			—			—			(4,067		)	—
Equity in other comprehensive income of affiliates	687			—			—			—			(687		)	—
Other comprehensive income	~~4,067~~687			~~4,067~~687			—			—			(~~4,067~~687		)	~~4,067~~687
Comprehensive income (loss)	$	20(3,~~782~~024	)	$	20(3,~~782~~024	)	$	357,~~873~~232		$	(1,~~670~~478	)	$	(542,~~985~~730	)	$	20(3,~~782~~024	)

Table of Contents

Boise Cascade Holdings, L.L.C., and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the ~~Six~~Nine Months Ended ~~June~~September 30, ~~2011~~2012

(unaudited)

	BoiseCascadeHoldings,L.L.C.(Parent)			BoiseCascade,L.L.C.			GuarantorSubsidiaries			Non-guarantorSubsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	—		$	12,~~056~~060,~~743~~159		$	79,~~095~~645		$	—		$	12,~~063~~069,~~838~~804
Intercompany	—			—			—			59,~~185~~854			(59,~~185~~854		)	—
Related parties	—			—			8,822			—			—			8,822
Related party	—			—			14,678			—			—			14,678
	—			—			12,~~065~~074,~~565~~837			1219,~~280~~499			(59,~~185~~854		)	12,~~072~~084,~~660~~482
Costs and expenses
Materials, labor, and other operating expenses	—			—			~~930~~1,~~327~~741,777			1220,~~210~~242			(510,~~484~~867		)	~~937~~1,~~053~~751,152
Materials, labor, and other operating expenses from related parties	—			—			18,794			—			—			18,794
Materials, labor, and other operating expenses from related party	—			—			44,704			—			—			44,704
Depreciation and amortization	—			~~123~~96			1723,~~132~~568			~~893~~1,254			—			1824,~~148~~918
Selling and distribution expenses	—			—			96174,~~672~~458			12,~~314~~396			—			97176,~~986~~854
General and administrative expenses	1			612,~~799~~264			1118,~~059~~645			—			~~299~~1,013			1831,~~158~~923
Other (income) expense, net	—			4594			21,~~824~~709			(~~230~~1,397		)	—			~~2,639~~406
	1			612,~~967~~454			12,~~076~~004,~~808~~861			1422,~~187~~495			(59,~~185~~854		)	12,~~092~~029,~~778~~957
Loss from operations	(1		)	(6,967		)	(11,243		)	(1,907		)	—			(20,118		)
Income (loss) from operations	(1		)	(12,454		)	69,976			(2,996		)	—			54,525
Foreign exchange gain	—			133			24			183			—			340
Foreign exchange gain (loss)	—			224			(132		)	33			—			125
Interest expense	—			(914,~~173~~471		)	—			—			—			(914,~~173~~471		)
Interest income	—			95132			~~128~~149			—			—			~~223~~281
	—			(814,~~945~~115		)	~~152~~17			~~183~~33			—			(814,~~610~~065		)
Loss before income taxes and equity in net income (loss) of affiliates	(1		)	(15,912		)	(11,091		)	(1,724		)	—			(28,728		)
Income (loss) before income taxes and equity in net income of affiliates	(1		)	(26,569		)	69,993			(2,963		)	—			40,460
Income tax provision	—			(~~108~~236		)	(267		)	—			—			(~~134~~243		)
Loss before equity in net income (loss) of affiliates	(1		)	(16,020		)	(11,117		)	(1,724		)	—			(28,862		)
Income (loss) before equity in net income of affiliates	(1		)	(26,805		)	69,986			(2,963		)	—			40,217
Equity in net income (loss) of affiliates	(28,861		)	(12,841		)	—			—			41,702			—
Equity in net income of affiliates	40,218			67,023			—			—			(107,241		)	—
Net income (loss)	~~(28~~40,~~862~~217		)	~~(28~~40,~~861~~218		)	~~(11~~69,~~117~~986		)	(12,~~724~~963		)	41(107,~~702~~241		)	~~(28~~40,~~862~~217		)
Other comprehensive income (loss)
Other comprehensive income
Defined benefit pension plans
Amortization of actuarial loss	—			15,~~424~~808			—			—			—			15,~~424~~808
Amortization of prior service costs and other	—			115			—			—			—			115
Amortization of prior service costs	—			124			—			—			—			124
Equity in other comprehensive income (loss) of affiliates	1,539			—			—			—			(1,539		)	—
Equity in other comprehensive income of affiliates	5,932			—			—			—			(5,932		)	—
Other comprehensive income	15,~~539~~932			15,~~539~~932			—			—			(15,~~539~~932		)	15,~~539~~932
Comprehensive income (loss)	$	~~(27~~46,~~323~~149	)	$	~~(27~~46,~~322~~150	)	$	~~(11~~69,~~117~~986	)	$	(12,~~724~~963	)	$	40(113,~~163~~173	)	$	~~(27~~46,~~323~~149	)

Table of Contents

Boise Cascade Holdings, L.L.C., and SubsidiariesConsolidating Balance Sheets at June 30, 2012(unaudited)
	BoiseCascadeHoldings,L.L.C.(Parent)		BoiseCascade,L.L.C.			GuarantorSubsidiaries		Non-guarantorSubsidiaries		Eliminations			Consolidated
	(thousands)
ASSETS
Current
Cash and cash equivalents	$	4	$	173,974		$	28	$	73	$	—		$	174,079
Receivables
Trade, less allowances	—		1			177,070		1,621		—			178,692
Related parties	—		16			553		—		—			569
Other	—		(75		)	4,305		374		—			4,604
Inventories	—		—			312,943		6,189		—			319,132
Prepaid expenses and other	—		2,786			6,271		114		—			9,171
Total current assets	4		176,702			501,170		8,371		—			686,247
Property and equipment, net	—		1,286			254,070		9,163		—			264,519
Timber deposits	—		—			6,746		—		—			6,746
Deferred financing costs	—		4,059			—		—		—			4,059
Goodwill	—		—			12,170		—		—			12,170
Intangible assets, net	—		—			8,900		—		—			8,900
Other assets	—		20			7,921		1		—			7,942
Investments in affiliates	312,147		586,811			—		—		(898,958		)	—
Total assets	$	312,151	$	768,878		$	790,977	$	17,535	$	(898,958	)	$	990,583

Boise Cascade Holdings, L.L.C., and Subsidiaries

Consolidating Statements of Comprehensive Income (Loss)

For the Nine Months Ended September 30, 2011

(unaudited)



	Boise Cascade Holdings, L.L.C. (Parent)			Boise Cascade, L.L.C.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Sales
Trade	$	—		$	—		$	1,676,695		$	10,342		$	—		$	1,687,037
Intercompany	—			—			—			8,118			(8,118		)	—
Related party	—			—			13,609			—			—			13,609
	—			—			1,690,304			18,460			(8,118		)	1,700,646

Costs and expenses
Materials, labor, and other operating expenses	—			—			1,465,692			18,834			(8,679		)	1,475,847
Materials, labor, and other operating expenses from related party	—			—			31,140			—			—			31,140
Depreciation and amortization	—			180			25,994			1,326			—			27,500
Selling and distribution expenses	—			—			151,304			2,028			—			153,332
General and administrative expenses	1			10,549			17,346			—			561			28,457
Other (income) expense, net	—			61			2,876			(596		)	—			2,341
	1			10,790			1,694,352			21,592			(8,118		)	1,718,617

Loss from operations	(1		)	(10,790		)	(4,048		)	(3,132		)	—			(17,971		)

Foreign exchange loss	—			(495		)	(31		)	(70		)	—			(596		)
Interest expense	—			(14,174		)	—			—			—			(14,174		)
Interest income	—			138			176			—			—			314
	—			(14,531		)	145			(70		)	—			(14,456		)

Loss before income taxes and equity in net loss of affiliates	(1		)	(25,321		)	(3,903		)	(3,202		)	—			(32,427		)
Income tax (provision) benefit	—			(164		)	18			—			—			(146		)

Loss before equity in net loss of affiliates	(1		)	(25,485		)	(3,885		)	(3,202		)	—			(32,573		)
Equity in net loss of affiliates	(32,572		)	(7,087		)	—			—			39,659			—
Net loss	(32,573		)	(32,572		)	(3,885		)	(3,202		)	39,659			(32,573		)

Other comprehensive income
Defined benefit pension plans
Amortization of actuarial loss	—			2,067			—			—			—			2,067
Amortization of prior service costs and other	—			159			—			—			—			159
Equity in other comprehensive income of affiliates	2,226			—			—			—			(2,226		)	—
Other comprehensive income	2,226			2,226			—			—			(2,226		)	2,226
Comprehensive loss	$	(30,347	)	$	(30,346	)	$	(3,885	)	$	(3,202	)	$	37,433		$	(30,347	)

Table of Contents

Boise Cascade Holdings, L.L.C., and SubsidiariesConsolidating Balance Sheets at June 30, 2012 (continued)(unaudited)
Boise Cascade Holdings, L.L.C., and SubsidiariesConsolidating Balance Sheets at September 30, 2012(unaudited)
	BoiseCascadeHoldings,L.L.C.(Parent)			BoiseCascade,L.L.C.			GuarantorSubsidiaries		Non-guarantorSubsidiaries		Eliminations			Consolidated
	(thousands)
LIABILITIES AND CAPITAL
ASSETS
Current
Accounts payable
Cash and cash equivalents	$	3		$	224,281		$	49	$	88	$	—		$	224,421
Trade	$	—		$	9,812		$	164,326	$	881	$	—		$	175,019
Receivables
Related parties	—			395			1,662		—		—			2,057
Trade, less allowances	—			2			169,942		2,554		—			172,498
Accrued liabilities	—			—			—		—		—
Related parties	—			16			490		—		—			506
Compensation and benefits	—			16,948			27,907		404		—			45,259
Other	—			(92		)	4,433		346		—			4,687
Interest payable	—			3,322			—		—		—			3,322
Inventories	—			—			312,283		6,294		—			318,577
Other	—			2,612			22,350		450		—			25,412
Prepaid expenses and other	—			2,465			5,918		74		—			8,457
	—			33,089			216,245		1,735		—			251,069
Total current assets	3			226,672			493,115		9,356		—			729,146
Debt
Property and equipment, net	—			1,285			253,570		8,816		—			263,671
Long-term debt	—			219,560			—		—		—			219,560
Timber deposits	—			—			6,338		—		—			6,338
Other
Deferred financing costs	—			3,843			—		—		—			3,843
Compensation and benefits	—			194,072			—		—		—			194,072
Goodwill	—			—			12,170		—		—			12,170
Other long-term liabilities	—			10,010			3,721		—		—			13,731
Intangible assets, net	—			—			8,900		—		—			8,900
	—			204,082			3,721		—		—			207,803
Other assets	—			20			7,385		—		—			7,405
Redeemable equity units
Investments in affiliates	334,725			567,293			—		—		(902,018		)	—
Series B equity units	2,426			—			—		—		—			2,426
Total assets	$	334,728		$	799,113		$	781,478	$	18,172	$	(902,018	)	$	1,031,473
Series C equity units	6,089			—			—		—		—			6,089
Redeemable equity units	—			8,515			—		—		(8,515		)	—
	8,515			8,515			—		—		(8,515		)	8,515
Commitments and contingent liabilities
Capital
Series A equity units	108,157			—			—		—		—			108,157
Series B equity units	312,257			—			—		—		—			312,257
Series C equity units	—			—			—		—		—			—
Accumulated other comprehensive loss	(116,778		)	(116,778		)	—		—		116,778			(116,778		)
Subsidiary equity	—			420,410			571,011		15,800		(1,007,221		)	—
Total capital	303,636			303,632			571,011		15,800		(890,443		)	303,636
Total liabilities and capital	$	312,151		$	768,878		$	790,977	$	17,535	$	(898,958	)	$	990,583

Table of Contents

Boise Cascade Holdings, L.L.C., and SubsidiariesConsolidating Balance Sheets at December 31, 2011
Boise Cascade Holdings, L.L.C., and SubsidiariesConsolidating Balance Sheets at September 30, 2012 (continued)(unaudited)
	BoiseCascadeHoldings,L.L.C.(Parent)			BoiseCascade,L.L.C.			GuarantorSubsidiaries		Non-guarantorSubsidiaries		Eliminations			Consolidated
	(thousands)
ASSETS
LIABILITIES AND CAPITAL
Current
Cash and cash equivalents	$	4		$	182,326		$	20	$	109	$	—		$	182,459
Current portion of long-term debt	$	—		$	25,000		$	—	$	—	$	—		$	25,000
Receivables
Accounts payable
Trade, less allowances	—			—			118,267		634		—			118,901
Trade	—			8,907			155,793		1,053		—			165,753
Related parties	—			~~935~~395			~~301~~1,527		—		—			1,~~236~~922
Intercompany	—			—			56		—		(56		)	—
Accrued liabilities	—			—			—		—		—
Other	—			(90		)	3,661		225		—			3,796
Compensation and benefits	—			18,740			40,644		566		—			59,950
Inventories	—			—			278,580		5,398		—			283,978
Interest payable	—			7,250			—		—		—			7,250
Prepaid expenses and other	—			843			3,972		49		—			4,864
Other	—			2,622			28,165		829		—			31,616
Total current assets	4			184,014			404,857		6,415		(56		)	595,234
	—			62,914			226,129		2,448		—			291,491
Property and equipment, net	—			1,259			255,117		10,080		—			266,456
Debt
Timber deposits	—			—			8,327		—		—			8,327
Long-term debt, less current portion	—			194,560			—		—		—			194,560
Deferred financing costs	—			4,962			—		—		—			4,962
Other
Goodwill	—			—			12,170		—		—			12,170
Compensation and benefits	—			196,589			—		—		—			196,589
Intangible assets, net	—			—			8,900		—		—			8,900
Other long-term liabilities	—			10,325			3,780		—		—			14,105
Other assets	—			20			6,765		1		—			6,786
	—			206,914			3,780		—		—			210,694
Investments in affiliates	291,368			557,925			—		—		(849,293		)	—
Redeemable equity units
Total assets	$	291,372		$	748,180		$	696,136	$	16,496	$	(849,349	)	$	902,835
Series B equity units	2,426			—			—		—		—			2,426
Series C equity units	6,089			—			—		—		—			6,089
Redeemable equity units	—			8,515			—		—		(8,515		)	—
	8,515			8,515			—		—		(8,515		)	8,515
Commitments and contingent liabilities
Capital
Series A equity units	109,011			—			—		—		—			109,011
Series B equity units	332,115			—			—		—		—			332,115
Series C equity units	—			—			—		—		—			—
Accumulated other comprehensive loss	(114,913		)	(114,913		)	—		—		114,913			(114,913		)
Subsidiary equity	—			441,123			551,569		15,724		(1,008,416		)	—
Total capital	326,213			326,210			551,569		15,724		(893,503		)	326,213
Total liabilities and capital	$	334,728		$	799,113		$	781,478	$	18,172	$	(902,018	)	$	1,031,473

Table of Contents

Boise Cascade Holdings, L.L.C., and SubsidiariesConsolidating Balance Sheets at December 31, 2011 (continued)
Boise Cascade Holdings, L.L.C., and SubsidiariesConsolidating Balance Sheets at December 31, 2011
	BoiseCascadeHoldings,L.L.C.(Parent)			BoiseCascade,L.L.C.			GuarantorSubsidiaries		Non-guarantorSubsidiaries		Eliminations			Consolidated
	(thousands)
LIABILITIES AND CAPITAL
ASSETS
Current
Accounts payable
Cash and cash equivalents	$	4		$	182,326		$	20	$	109	$	—		$	182,459
Trade	$	—		$	8,633		$	107,336	$	789	$	—		$	116,758
Receivables
Related parties	—			395			747		—		—			1,142
Trade, less allowances	—			—			118,267		634		—			118,901
Intercompany	—			—			—		56		(56		)	—
Related parties	—			935			301		—		—			1,236
Accrued liabilities
Intercompany	—			—			56		—		(56		)	—
Compensation and benefits	—			12,104			19,816		347		—			32,267
Other	—			(90		)	3,661		225		—			3,796
Interest payable	—			3,326			—		—		—			3,326
Inventories	—			—			278,580		5,398		—			283,978
Other	—			2,470			21,045		971		—			24,486
Prepaid expenses and other	—			843			3,972		49		—			4,864
	—			26,928			148,944		2,163		(56		)	177,979
Total current assets	4			184,014			404,857		6,415		(56		)	595,234
Debt
Property and equipment, net	—			1,259			255,117		10,080		—			266,456
Long-term debt	—			219,560			—		—		—			219,560
Timber deposits	—			—			8,327		—		—			8,327
Other
Deferred financing costs	—			4,962			—		—		—			4,962
Compensation and benefits	—			200,248			—		—		—			200,248
Goodwill	—			—			12,170		—		—			12,170
Other long-term liabilities	—			10,076			3,600		—		—			13,676
Intangible assets, net	—			—			8,900		—		—			8,900
	—			210,324			3,600		—		—			213,924
Other assets	—			20			6,765		1		—			6,786
Redeemable equity units
Investments in affiliates	291,368			557,925			—		—		(849,293		)	—
Series B equity units	2,522			—			—		—		—			2,522
Total assets	$	291,372		$	748,180		$	696,136	$	16,496	$	(849,349	)	$	902,835
Series C equity units	6,227			—			—		—		—			6,227
Redeemable equity units	—			8,749			—		—		(8,749		)	—
	8,749			8,749			—		—		(8,749		)	8,749
Commitments and contingent liabilities
Capital
Series A equity units	104,008			—			—		—		—			104,008
Series B equity units	299,460			—			—		—		—			299,460
Series C equity units	—			—			—		—		—			—
Accumulated other comprehensive loss	(120,845		)	(120,845		)	—		—		120,845			(120,845		)
Subsidiary equity	—			403,464			543,592		14,333		(961,389		)	—
Total capital	282,623			282,619			543,592		14,333		(840,544		)	282,623
Total liabilities and capital	$	291,372		$	748,180		$	696,136	$	16,496	$	(849,349	)	$	902,835

Table of Contents

Boise Cascade Holdings, L.L.C., and SubsidiariesConsolidating Statements of Cash FlowsFor the Six Months Ended June 30, 2012(unaudited)
Boise Cascade Holdings, L.L.C., and SubsidiariesConsolidating Balance Sheets at December 31, 2011 (continued)
	BoiseCascadeHoldings,L.L.C.(Parent)			BoiseCascade,L.L.C.			GuarantorSubsidiaries			Non-guarantorSubsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
LIABILITIES AND CAPITAL
Net income (loss)	$	16,715		$	16,715		$	35,873		$	(1,670	)	$	(50,918	)	$	16,715
Current
Items in net income (loss) not using (providing) cash
Accounts payable
Equity in net (income) loss of affiliates	(16,715		)	(34,203		)	—			—			50,918			—
Trade	$	—		$	8,633		$	107,336		$	789		$	—		$	116,758
Depreciation and amortization, including deferred financing costs and other	—			1,271			15,497			896			—			17,664
Related parties	—			395			747			—			—			1,142
Pension expense	—			6,394			—			—			—			6,394
Intercompany	—			—			—			56			(56		)	—
Other	—			(30		)	(123		)	(316		)	—			(469		)
Accrued liabilities
Decrease (increase) in working capital, net of acquisitions
Compensation and benefits	—			12,104			19,816			347			—			32,267
Receivables	—			936			(59,643		)	(719		)	(56		)	(59,482		)
Interest payable	—			3,326			—			—			—			3,326
Inventories	—			—			(34,363		)	(791		)	—			(35,154		)
Other	—			2,470			21,045			971			—			24,486
Prepaid expenses and other	—			104			(2,291		)	(64		)	—			(2,251		)
	—			26,928			148,944			2,163			(56		)	177,979
Accounts payable and accrued liabilities	—			2,220			66,382			(423		)	56			68,235
Debt
Pension contributions	—			(7,874		)	—			—			—			(7,874		)
Long-term debt	—			219,560			—			—			—			219,560
Other	—			~~829~~			~~181~~			(5		)	—			~~1,005~~
Net cash provided by (used for) operations	—			(13,638		)	21,513			(3,092		)	—			4,783
Compensation and benefits	—			200,248			—			—			—			200,248
Cash provided by (used for) investment
Other long-term liabilities	—			10,076			3,600			—			—			13,676
Expenditures for property and equipment	—			(28		)	(10,843		)	(81		)	—			(10,952		)
	—			210,324			3,600			—			—			213,924
Acquisitions of businesses and facilities	—			—			(2,355		)	—						(2,355		)
Redeemable equity units
Other	—			(3		)	147			—			—			144
Series B equity units	2,522			—			—			—			—			2,522
Net cash used for investment	—			(31		)	(13,051		)	(81		)	—			(13,163		)
Series C equity units	6,227			—			—			—			—			6,227
Cash provided by (used for) financing
Redeemable equity units	—			8,749			—			—			(8,749		)	—
Due to (from) affiliates	—			5,317			(8,454		)	3,137			—			—
	8,749			8,749			—			—			(8,749		)	8,749
Net cash provided by (used for) financing	—			5,317			(8,454		)	3,137			—			—
Commitments and contingent liabilities
Net increase (decrease) in cash and cash equivalents	—			(8,352		)	8			(36		)	—			(8,380		)
Capital
Balance at beginning of the period	4			182,326			20			109			—			182,459
Series A equity units	104,008			—			—			—			—			104,008
Balance at end of the period	$	4		$	173,974		$	28		$	73		$	—		$	174,079
Series B equity units	299,460			—			—			—			—			299,460
Series C equity units	—			—			—			—			—			—
Accumulated other comprehensive loss	(120,845		)	(120,845		)	—			—			120,845			(120,845		)
Subsidiary equity	—			403,464			543,592			14,333			(961,389		)	—
Total capital	282,623			282,619			543,592			14,333			(840,544		)	282,623
Total liabilities and capital	$	291,372		$	748,180		$	696,136		$	16,496		$	(849,349	)	$	902,835

Table of Contents

Boise Cascade Holdings, L.L.C., and SubsidiariesConsolidating Statements of Cash FlowsFor the Six Months Ended June 30, 2011(unaudited)
Boise Cascade Holdings, L.L.C., and SubsidiariesConsolidating Statements of Cash FlowsFor the Nine Months Ended September 30, 2012(unaudited)
	BoiseCascadeHoldings,L.L.C.(Parent)			BoiseCascade,L.L.C.			GuarantorSubsidiaries			Non-guarantorSubsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net income (loss)	$	~~(28~~40,~~862~~217	)	$	~~(28~~40,~~861~~218	)	$	~~(11~~69,~~117~~986	)	$	(12,~~724~~963	)	$	41(107,~~702~~241	)	$	~~(28~~40,~~862~~217	)
Items in net income (loss) not using (providing) cash
Equity in net (income) loss of affiliates	28,861			12,841			—			—			(41,702		)	—
Equity in net income of affiliates	(40,218		)	(67,023		)	—			—			107,241			—
Depreciation and amortization, including deferred financing costs and other	—			1,~~016~~910			1723,~~132~~568			~~893~~1,254			—			1926,~~041~~732
Pension expense	—			69,~~432~~398			—			—			—			69,~~432~~398
Other	—			(~~106~~46		)	~~634~~(139		)	~~216~~(315		)	—			~~744~~(500		)
Decrease (increase) in working capital, net of acquisitions
Receivables	—			61952			(4352,~~543~~580		)	(~~739~~1,624		)	—(56		)	(4453,~~221~~308		)
Inventories	—			—			(1033,~~919~~703		)	(~~1,050~~896		)	—			(1134,~~969~~599		)
Prepaid expenses and other	—			~~276~~(9		)	(21,~~434~~938		)	(~~126~~26		)	—			(21,~~284~~973		)
Accounts payable and accrued liabilities	—			~~828~~6,047			2775,~~430~~948			~~(542~~282		)	—56			2782,~~716~~333
Pension contributions	—			(48,~~279~~181		)	—			—			—			(48,~~279~~181		)
Other	—			(24,~~019~~105		)	~~412~~642			~~(10~~5		)	—			(14,~~617~~752		)
Net cash used for operations	(1		)	(13,811		)	(22,405		)	(3,082		)	—			(39,299		)
Net cash provided by (used for) operations	(1		)	(12,629		)	81,784			(4,283		)	—			64,871
Cash provided by (used for) investment
Expenditures for property and equipment	—			(1128		)	(1617,~~225~~563		)	(~~349~~91		)	—			(1617,~~585~~682		)
Acquisitions of businesses and facilities	—			—			(52,~~782~~355		)	—			—			(52,~~782~~355		)
Other	—			123			(333		)	98			—			(112		)
Proceeds from sales of assets	—			—			171			—			—			171
Net cash provided by (used for) investment	—			112			(22,340		)	(251		)	—			(22,479		)
Other	—			(3		)	1			(1		)	—			(3		)
Net cash used for investment	—			(31		)	(19,746		)	(92		)	—			(19,869		)
Cash provided by (used for) financing
Due to (from) affiliates	—			(47,949		)	44,749			3,200			—			—
Distributions to members	—			(2,790		)	—			—			—			(2,790		)
Net cash provided by (used for) financing	—			(47,949		)	44,749			3,200			—			—
Credit facility financing costs	—			(250		)	—			—			—			(250		)
Net increase (decrease) in cash and cash equivalents	(1		)	(61,648		)	4			(133		)	—			(61,778		)
Due to (from) affiliates	—			57,655			(62,009		)	4,354			—			—
Balance at beginning of the period	5			264,364			16			221			—			264,606
Net cash provided by (used for) financing	—			54,615			(62,009		)	4,354			—			(3,040		)
Balance at end of the period	$	4		$	202,716		$	20		$	88		$	—		$	202,828
Net increase (decrease) in cash and cash equivalents	(1		)	41,955			29			(21		)	—			41,962
Balance at beginning of the period	4			182,326			20			109			—			182,459
Balance at end of the period	$	3		$	224,281		$	49		$	88		$	—		$	224,421

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Boise Cascade Holdings, L.L.C., and Subsidiaries Consolidating Statements of Cash Flows For the Nine Months Ended September 30, 2011 (unaudited)

	Boise Cascade Holdings, L.L.C. (Parent)			Boise Cascade, L.L.C.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated
	(thousands)
Cash provided by (used for) operations
Net loss	$	(32,573	)	$	(32,572	)	$	(3,885	)	$	(3,202	)	$	39,659		$	(32,573	)
Items in net loss not using (providing) cash
Equity in net loss of affiliates	32,572			7,087			—			—			(39,659		)	—
Depreciation and amortization, including deferred financing costs and other	—			1,798			25,994			1,326			—			29,118
Pension expense	—			8,933			—			—			—			8,933
Other	—			535			511			469			—			1,515
Decrease (increase) in working capital, net of acquisitions
Receivables	—			37			(45,623		)	(114		)	—			(45,700		)
Inventories	—			—			(8,661		)	238			—			(8,423		)
Prepaid expenses and other	—			121			(1,281		)	(61		)	—			(1,221		)
Accounts payable and accrued liabilities	—			4,124			24,010			(536		)	—			27,598
Pension contributions	—			(10,274		)	—			—			—			(10,274		)
Other	—			(368		)	275			3			—			(90		)
Net cash used for operations	(1		)	(20,579		)	(8,660		)	(1,877		)	—			(31,117		)
Cash provided by (used for) investment
Expenditures for property and equipment	—			(12		)	(24,832		)	(455		)	—			(25,299		)
Acquisitions of businesses and facilities	—			—			(5,782		)	—			—			(5,782		)
Proceeds from sales of assets	—			—			3,053			—			—			3,053
Other	—			(505		)	872			(156		)	—			211
Net cash used for investment	—			(517		)	(26,689		)	(611		)	—			(27,817		)
Cash provided by (used for) financing
Credit facility financing costs	—			(2,547		)	—			—			—			(2,547		)
Due to (from) affiliates	—			(37,761		)	35,453			2,308			—			—
Net cash provided by (used for) financing	—			(40,308		)	35,453			2,308			—			(2,547		)
Net increase (decrease) in cash and cash equivalents	(1		)	(61,404		)	104			(180		)	—			(61,481		)
Balance at beginning of the period	5			264,364			16			221			—			264,606
Balance at end of the period	$	4		$	202,960		$	120		$	41		$	—		$	203,125

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ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Understanding Our Financial Information

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes in "Item 1. Financial Statements" of this Form 10-Q, as well as our 2011 Form 10-K. The following discussion includes statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other nonhistorical statements in the discussion, are forward-looking. These forward-looking statements include, without limitation, any statement that may predict, indicate, or imply future results, performance, or achievements and may contain the words "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Item 1A. Risk Factors" in our 2011 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (SEC). There have been no material changes to our risk factors during the ~~six~~nine months ended ~~June~~September 30, 2012, from those listed in our 2011 Form 10-K. We do not assume an obligation to update any forward-looking statement. Our future actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-Q.

Background

Executive Overview

Our ~~second~~third quarter 2012 revenues and earnings were positively affected by improved demand for our products and commodity price increases, compared with the same period in the prior year. While our revenues and earnings continue to be affected by demand below historical levels for the products we distribute and manufacture, ~~we believe~~ improved residential construction activity and our market share gains in EWP and plywood contributed to an improved ~~second~~third quarter.

We recorded income from operations of $2028.1 million during the three months ended ~~June~~September 30, 2012, compared with aincome ~~loss~~ from operations of $52.31 million during the three months ended ~~June~~September 30, 2011. Our improved results were driven primarily by sales volume growth and commodity price increases. Composite panel and lumber prices were approximately 2746% and 2325% higher, on average, in ~~second~~third quarter 2012, compared with the same period in 2011. ~~In addition~~However, ~~our~~the ~~Building~~favorable ~~Materials~~commodity ~~Distribution~~prices ~~segment~~ experienced ayear ~~gross~~to ~~margin~~date ~~improvement~~2012 ofbegan 60to ~~basis~~decline ~~points~~mid-September and could be volatile in response to operating rates and inventory levels in various distribution channels. These changes are discussed further in "Our Operating Results" below.

At ~~June~~September 30, 2012, we had $~~174~~224.14 million of cash and cash equivalents and $~~238~~259.4 million of usable committed bank line availability. We ~~used~~generated $842.40 million of cash during the ~~six~~nine months ended ~~June~~September 30, 2012, as cash provided by operations, ~~which~~was ~~includes~~offset ~~seasonal~~partially ~~working~~by capital ~~increases~~spending, ~~was~~acquisitions, ~~more~~and ~~than~~distributions ~~offset~~to bymembers. ~~capital~~On ~~spending~~October ~~and~~12, ~~acquisitions~~2012, aswe borrowed $50.0 million under the Revolving Credit Facility to partially fund the redemption of $75.0 million of our senior subordinated notes. In addition, on October 22, 2012, we issued a $250.0 million aggregate amount of 6.375% senior notes to fund the redemption of our remaining senior subordinated notes and for general corporate purposes. These changes are discussed further in "Liquidity and Capital Resources" below.

Demand for our products closely correlates with the level of residential construction activity in the U.S., which has historically been cyclical. As of July 2012, the Blue Chip Economic Indicators consensus forecast for 2012 single- and multi-family housing starts in the U.S. was 0.74 million units, compared with actual housing starts of 0.61 million in 2011 and 0.59 million in 2010, as reported by the U.S. Census Bureau. These amounts are significantly below historical trends of approximately 1.3 million units per year over the ten years prior to 2012. Single-family housing starts are a primary driver of 26

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Demand for our products closely correlates with the level of residential construction activity in the U.S., which has historically been cyclical. As of October 2012, the Blue Chip Economic Indicators consensus forecast for 2012 single- and multi-family housing starts in the U.S. was 0.76 million units, compared with actual housing starts of 0.61 million in 2011 and 0.59 million in 2010, as reported by the U.S. Census Bureau. These amounts are significantly below historical trends of approximately 1.3 million units per year over the ten years prior to 2012. Single-family housing starts are a primary driver of our sales, and although 2012 housing starts are projected to be higher than in 2011, the mix of housing starts in recent years has included a lower proportion of single-family detached units, which typically have higher building product utilization per start, than multi-family units. We estimate that a detached single-family unit uses approximately three times more building products than a typical multi-family unit, based on higher square footage per unit as well as greater materials usage per square foot.

Unemployment rates in the U.S. improved to 87.28% as of ~~June~~September 30, 2012, from 9.10% as of ~~June~~September 30, 2011. We believe continued employment growth, prospective homebuyers' access to capital, and improved consumer confidence will be necessary to increase household formation rates. Improved household formation rates in turn will help reduce excess housing inventory and stimulate new construction.

Although we have seen improvements in new residential construction and unemployment rates during the last year, we remain cautious regarding the timing and extent of a sustained recovery in construction activity. For the remainder of 2012, we expect the demand for new residential construction to remain depressed, as excess housing inventory levels, a weak labor market, competition from distressed home sales, household formation below historical levels, and restrictive lending conditions for both home buyers and builders persist. The near-term weakness in residential construction will likely cause us to continue to operate some of our facilities below their capacity, as we manage our production levels to sales demand.

Factors That Affect Our Operating Results

Our results of operations and financial performance are influenced by a variety of factors, including the following:

• ~~General~~The ~~economic~~commodity ~~conditions,~~nature ~~including~~of ~~but~~our ~~not~~products ~~limited~~and totheir ~~housing~~price ~~starts~~movements, ~~repair-and-remodel~~which ~~activity~~are ~~and~~driven ~~light~~largely ~~commercial~~by ~~construction,~~capacity ~~foreclosure~~utilization rates, ~~interest~~and ~~rates,~~industry ~~unemployment~~cycles ~~rates,~~that ~~and~~affect ~~relative~~supply ~~currency~~and ~~values~~demand;

• ~~Inventory~~General economic conditions, including but not limited to housing starts, repair-and-remodel activity and light commercial construction, inventory levels of new and existing homes for sale, foreclosure rates, interest rates, unemployment rates, and relative currency values;


•	Mortgage availability and pricing, as well as other consumer financing mechanisms, that ultimately affect demand for our products;


•	Availability and affordability of raw materials, including wood fiber, glues and resins, and energy;

• The commodity nature of our products and their price movements, which are driven largely by supply and demand;

• Industry cycles and capacity utilization rates;

• Actions of suppliers, customers, and competitors, including merger and acquisition activities, plant closures, and financial failures;

• Availability of financing in the banking and capital markets, which affects our ability to fund our liquidity needs;

• The impact of actuarial assumptions on pension costs and pension funding requirements;

• Cost of compliance with government regulations;

• Legislative or regulatory environments, requirements, or changes affecting the businesses in which we are engaged;

• Labor and personnel relations and shortages of skilled and technical labor;


•	The financial condition and creditworthiness of our customers;


•	Concentration of our sales among a relatively small group of customers;


•	Actions of suppliers, customers, and competitors, including merger and acquisition activities, plant closures, and financial failures;


•	Major equipment failure;


•	The impact of actuarial assumptions and regulatory activity on pension costs and pension funding requirements;


•	Cost of compliance with government regulations, in particular environmental regulations;


•	Labor disruptions, shortages of skilled and technical labor, or increased labor costs;


•	Our substantial indebtedness, including the possibility that we may not generate sufficient cash flows from operations, or that future borrowings may not be available in amounts sufficient to fulfill our debt obligations or to fund other liquidity needs;


•	Impairment of our long-lived assets;

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•	Severe weather phenomena such as drought, hurricanes, tornadoes, and fire;

• Attraction and retention of key management and other key employees; ~~and~~


•	Our reliance on Boise Inc. for many of our administrative services; and


•	The other factors described in "Item 1A. Risk Factors" in our 2011 Form 10-K.

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Our Operating Results

The following tables set forth our operating results in dollars and as a percentage of sales for the three and ~~six~~nine months ended ~~June~~September 30, 2012 and 2011:

	Three Months EndedJune 30						Six Months EndedJune 30
	Three Months EndedSeptember 30						Nine Months EndedSeptember 30
	2012			2011			2012			2011
	(millions)
Sales
Trade	$	~~728~~759.43		$	~~585~~623.02		$	12,~~310~~069.58		$	1,~~063~~687.80
Related parties	4.5			4.4			9.4			8.9
Related party	5.3			4.8			14.7			13.6
	732.9			589.4			1,319.9			1,072.7
	764.6			628.0			2,084.5			1,700.6
Costs and expenses
Materials, labor, and other operating expenses	~~613~~639.40			~~514~~538.28			1,~~112~~751.2			~~937.~~1,475.8
Materials, labor, and other operating expenses from related party	1914.31			1012.43			3044.67			1831.81
Depreciation and amortization	8.35			9.24			1624.59			1827.15
Selling and distribution expenses	6062.56			5155.03			~~114~~176.39			98153.03
General and administrative expenses	1012.72			910.93			1931.79			1828.25
Other (income) expense, net	0.71			(0.13		)	0.34			2.63
	712.8			594.8			1,293.5			1,092.8
	736.5			625.8			2,030.0			1,718.6
Income (loss) from operations	$	2028.1		$	(52.31	)	$	2654.45		$	(2018.10	)
	(percentage of sales)
Sales
Trade	99.43		%	99.32		%	99.3		%	99.2		%
Related parties	0.6			0.7			0.7			0.8
Related party	0.7			0.8			0.7			0.8
	100.0		%	100.0		%	100.0		%	100.0		%
Costs and expenses
Materials, labor, and other operating expenses, including related party	8685.34		%	8987.08		%	86.62		%	8988.16		%
Depreciation and amortization	1.1			1.65			1.2			1.76
Selling and distribution expenses	8.32			8.78			8.75			9.10
General and administrative expenses	1.56			1.76			1.5			1.7
Other (income) expense, net	~~0.1~~—			—			—			0.21
	97.3		%	100.9		%	98.0		%	101.9		%
	96.3		%	99.7		%	97.4		%	101.1		%
Income (loss) from operations	23.7		%	(0.93		)%	2.06		%	(1.91		)%

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Sales Volumes and Prices

Set forth below are historical U.S. housing starts data, sales mix information for our Building Materials Distribution segment, and segment sales volumes and average net selling prices for the principal products sold by our Wood Products segment for the three and ~~six~~nine months ended ~~June~~September 30, 2012 and 2011.

	Three Months EndedJune 30						Six Months EndedJune 30
	Three Months EndedSeptember 30						Nine Months EndedSeptember 30
	2012			2011			2012			2011
	(thousands)
U.S. Housing Starts (a)
Single-family	~~152~~151.28			~~123~~117.47			~~257~~408.74			~~213~~330.16
Multi-family	5866.5			4053.12			~~107~~174.91			76129.03
	210.7			163.5			365.6			289.1
	218.3			170.9			582.5			459.9
	(millions)
Segment Sales
Building Materials Distribution	$	~~580~~605.52		$	~~470~~501.75		$	1,~~032~~637.02		$	~~848~~1,349.59
Wood Products	~~241~~259.8			~~182~~194.48			~~453~~712.07			~~337~~532.42
Intersegment eliminations	(89100.4		)	(6368.73		)	(~~165~~265.14		)	(~~113~~181.25		)
	$	~~732~~764.96		$	~~589~~628.40		$	12,~~319~~084.95		$	1,~~072~~700.76
	(percentage of Building Materials Distribution sales)
Building Materials Distribution
Product Line Sales
Commodity	4849.04		%	45.6		%	4849.91		%	47.91		%
General line	3836.62		%	4241.45		%	37.71		%	40.69		%
Engineered wood	1314.4		%	12.09		%	13.48		%	1112.50		%
	(millions)
Wood Products
Sales Volumes
Laminated veneer lumber (LVL) (cubic feet)	2.36			1.89			47.40			35.43
I-joists (equivalent lineal feet)	3942			3231			69110			5484
Plywood (sq. ft.) (3/8" basis)	~~346~~343			~~286~~296			~~674~~1,018			~~526~~822
Lumber (board feet)	4950			3839			90140			76116
	(dollars per unit)
Wood Products
Average Net Selling Prices
Laminated veneer lumber (LVL) (cubic foot)	$	14.9475		$	15.9353		$	1514.0090		$	1615.0385
I-joists (1,000 equivalent lineal feet)	~~928~~915			~~976~~958			~~931~~925			~~975~~969
Plywood (1,000 sq. ft.) (3/8" basis)	~~290~~318			~~230~~229			~~278~~292			~~231~~230
Lumber (1,000 board feet)	~~448~~430			~~419~~437			~~432~~431			~~415~~422

_______________________________________

(a) Actual U.S. housing starts data as reported by the U.S. Census Bureau.

Sales

For the three months ended ~~June~~September 30, 2012, total sales increased $~~143~~136.56 million, or 2422%, to $~~732~~764.96 million from $~~589~~628.40 million during the three months ended ~~June~~September 30, 2011. For the ~~six~~nine months ended ~~June~~September 30, 2012, total sales increased $~~247~~383.29 million, or 23%, to $12,~~319~~084.95 million from $1,~~072~~700.76 million for the same period in the prior year. The increase in sales was driven primarily by increases in sales volumes and prices for many of the products we manufacture and distribute. ~~U.S. housing~~

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U.S. housing starts increased 2928% in ~~second~~third quarter 2012, compared with the same period in the prior year. Single-family housing starts, which are a primary driver of our sales and typically result in higher building product utilization per start than multi-family units, experienced an increase of 2329% for the quarter and 2124% for the first ~~six~~nine months of the year, compared with the same periods in 2011.

Building Materials Distribution. Sales increased $~~109~~103.87 million, or 2321%, to $~~580~~605.52 million for the three months ended ~~June~~September 30, 2012, from $~~470~~501.75 million for the three months ended ~~June~~September 30, 2011. The increase in sales during the three months ended ~~June~~September 30, 2012, was driven primarily by improvements in sales volumes and prices of 158% and 813%, respectively. By product line, sales of EWP (substantially all of which is sourced through our Wood Products segment), commodity, and general line products increased 3836%, 3031%, and 136%, respectively.

During the ~~six~~nine months ended ~~June~~September 30, 2012, sales increased $~~183~~287.53 million, or 2221%, to $1,~~032~~637.02 million from $~~848~~1,349.59 million in the same period in the prior year. The increase in sales was driven primarily by improvements in sales volumes and prices of 1513% and 68%, respectively. By product line, sales of EWP (substantially all of which is sourced through our Wood Products segment), commodity, and general line products increased 4240%, 2427%, and 1310%, respectively.

Wood Products. Sales, including sales to our Building Materials Distribution segment, increased $5965.40 million, or 33%, to $~~241~~259.8 million for the three months ended ~~June~~September 30, 2012, from $~~182~~194.48 million for the three months ended ~~June~~September 30, 2011. The increase in sales was due primarily to higher plywood volumes and prices, as well as increased EWP and lumber sales volumes, ~~and higher byproduct sales,~~ offset ~~partially~~slightly by declines in EWP prices. Plywood sales volumes increased 2116% primarily as a result of increased operating rates and market share gains. LVL and I-joist sales volumes increased 2834% and 2337%, respectively, due to higher levels of residential construction activity, the capture of further sales opportunities with customers, and further EWP market penetration. Lumber sales volumes ~~also~~ increased 28%. Plywood prices increased 2639%, while LVL and I-joist sales prices declined 65% and 54%, respectively.

During the ~~six~~nine months ended ~~June~~September 30, 2012, sales, including sales to our Building Materials Distribution segment, increased $~~115~~180.65 million, or 34%, to $~~453~~712.07 million from $~~337~~532.42 million in the same period in the prior year. Plywood and lumber sales volumes increased 2824% and 1721%, respectively, while LVL and I-joist sales volumes both increased 3031% ~~and 28%, respectively~~. Higher byproduct sales volumes also contributed to the increase in sales. Plywood prices increased 2027%, while LVL and I-joist sales prices declined 6% and 5%, respectively.

Costs and Expenses

Materials, labor, and other operating expenses, including from related party, increased $~~108~~102.0 million, or 2119%, to $~~632~~653.61 million for the three months ended ~~June~~September 30, 2012, compared with $~~524~~551.61 million during the same period in the prior year. For the ~~six~~nine months ended ~~June~~September 30, 2012, these expenses increased $~~186~~288.9 million, or 2019%, to $1,~~142~~795.79 million, compared with $~~955~~1,507.80 million in the same period in the prior year. The increases in both periods primarily reflect higher purchased materials costs as a result of higher sales volumes in our Building Materials Distribution segment. In addition, higher manufacturing costs were driven by higher sales volumes of plywood and EWP in our Wood Products segment, as well as higher per-unit log costs. However, manufacturing costs in our Wood Products segment decreased as a percentage of sales due to higher average sales prices, productivity improvements, and the leveraging of our fixed manufacturing costs due to higher sales volumes.

Depreciation and amortization expenses decreased $0.9 million, or 10%, to $8.35 million for the three months ended ~~June~~September 30, 2012, compared with $9.24 million during the same period in the prior year. For the ~~six~~nine months ended ~~June~~September 30, 2012, these expenses decreased $12.76 million, or 9%, to $1624.59 million, compared with $1827.15 million in the same period in the prior year. The decreases in both periods were due primarily to certain property and equipment becoming fully depreciated during 2011.

Selling and distribution expenses increased $97.53 million, or 1913%, to $6062.56 million for the three months ended ~~June~~September 30, 2012, compared with $5155.03 million for the same period in the prior year. During the ~~six~~nine months ended ~~June~~September 30, 2012, these costs increased $1623.36 million, or 1715%, to $~~114~~176.39 million, compared with $98153.03 million during the same period in 2011. The increases in both periods were due primarily to increased compensation and benefit costs, including performance-based incentive costs, as well as higher transportation costs in our Building Materials Distribution segment. These increases were driven by improved operating results and increased sales volumes.

General and administrative expenses increased $01.89 million, or 818%, to $1012.72 million for the three months ended ~~June~~September 30, 2012, compared with $910.93 million for the same period in the prior year. For the ~~six~~nine months ended ~~June~~September 30, 2012, these expenses increased $13.54 million, or 912%, to $1931.79 million, compared with $1828.25 million for the ~~same period in 2011. The~~

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same period in 2011. The increase was due primarily to higher performance-based incentive costs as a result of improved operating results.

For the three and ~~six~~nine months ended ~~June~~September 30, 2012, and for the three months ended ~~June~~September 30, 2011, other (income) expense, net, was insignificant. Other (income) expense, net, for the ~~six~~nine months ended ~~June~~September 30, 2011, was $2.63 million of expense, including $1.43 million related to the closure of a manufacturing plant in our Wood Products segment and $1.2 million in noncash asset write-downs.

Income (Loss) From Operations

Income ~~(loss)~~ from operations increased $2526.40 million to $2028.1 million of income for the three months ended ~~June~~September 30, 2012, compared with a $52.31 million ~~loss~~ for the three months ended ~~June~~September 30, 2011. Income (loss) from operations increased $4672.5 million to $2654.45 million of income for the ~~six~~nine months ended ~~June~~September 30, 2012, compared with aan $2018.10 million loss for the ~~six~~nine months ended ~~June~~September 30, 2011. Our improved financial results were driven primarily by higher sales volumes and prices for many of the products we manufacture and distribute. In addition, during the ~~six~~nine months ended ~~June~~September 30, 2011, we recorded $32.09 million of charges related to the closure of a manufacturing plant in our Wood Products segment and noncash asset write-downs. These changes are discussed in more detail below.

Building Materials Distribution. Segment income increased $7.4.3 million to $810.73 million for the three months ended ~~June~~September 30, 2012, from $16.30 million for the three months ended ~~June~~September 30, 2011. The increase in segment income was driven primarily by improvements in sales volumes ~~and prices~~ of ~~15% and~~ 8%, ~~respectively.~~offset ~~Gross~~partially ~~margins~~by ~~also~~a ~~improved~~decline 60in gross margins of 30 basis points, compared with the same period in the prior year. While total selling and distribution expenses increased 1611%, these costs decreased as a percentage of segment sales by 6080 basis points, as selling and distribution expenses did not increase at the same rate as sales. For the ~~six~~nine months ended ~~June~~September 30, 2012, segment income ~~(loss)~~ increased $1115.14 million to $718.92 million ~~of income~~ from a $3.2.8 million ~~loss~~ for the ~~six~~nine months ended ~~June~~September 30, 2011. The improvement in segment income ~~(loss)~~ was driven primarily by ~~improvements~~a 13% improvement in sales volumes and ~~prices~~a ~~of 15% and 6%, respectively. Gross margins also improved 40~~ 10-basis-point ~~points,~~improvement ~~compared with the same period~~ in ~~the~~gross ~~prior year~~margins. While total selling and distribution expenses increased 1413%, these costs decreased as a percentage of segment sales by 6070 basis points, as selling and distribution expenses did not increase at the same rate as sales. In addition, during the ~~six~~nine months ended ~~June~~September 30, 2011, we recorded a noncash asset write-down of $0.8 million.

Wood Products. Segment income (loss) ~~increased~~improved $1822.26 million to $1522.5 million of income for the three months ended ~~June~~September 30, 2012, from a $20.71 million loss for the three months ended ~~June~~September 30, 2011. For the ~~six~~nine months ended ~~June~~September 30, 2012, segment income (loss) ~~increased~~improved $3658.38 million to $2648.48 million of income from a $910.90 million loss for the ~~six~~nine months ended ~~June~~September 30, 2011. In both the three and ~~six~~nine months ended ~~June~~September 30, 2012, the increases in segment income were driven primarily by higher plywood sales prices as well as lower per-unit manufacturing costs resulting from higher sales volumes of EWP and plywood and productivity improvements. These improvements were offset partially by higher log costs, an increase in selling and distribution costs, and declines in EWP prices. In addition, during the ~~six~~nine months ended ~~June~~September 30, 2011, we recorded charges of $2.21 million related to the closure of a manufacturing plant and noncash asset write-downs.

Other

Foreign Exchange Gain (Loss). For the three and nine months ended September 30, 2012, foreign exchange gain was $0.2 million and $0.1 million, respectively, compared with a loss of $0.9 million and $0.6 million, respectively, for the same periods in the prior year. These gains were driven primarily by the strengthening of the Canadian dollar, compared with the U.S. dollar.

Liquidity and Capital Resources

~~Continued~~We ~~concerns~~ended ~~over~~third ~~the~~quarter ~~low~~2012 ~~level~~with of$224.4 ~~residential~~million ~~construction~~of ~~activity,~~cash ~~high~~and ~~number~~$219.6 million of ~~actual~~long-term ~~and~~debt, ~~pending~~including ~~foreclosures~~current portion. At September 30, ~~availability~~2012, ~~and~~we ~~cost~~had $483.8 million of ~~credit,~~available ~~high~~liquidity ~~levels~~(cash ofand ~~unemployment,~~cash equivalents and ~~lack~~unused ofborrowing ~~consumer~~capacity ~~and~~under ~~business~~our ~~confidence~~senior ~~create~~secured ~~uncertainty~~asset-based ~~around~~revolving ~~the~~credit ~~amount~~facility). ofWe ~~cash~~generated ~~flow~~$42.0 wemillion ~~will~~of ~~generate~~cash during the ~~remainder~~nine ofmonths ended September 30, 2012., Inas ~~response~~cash toprovided ~~the~~by ~~continued~~operations ~~economic~~was ~~uncertainty~~offset ~~and~~partially toby ~~conserve~~capital ~~our~~spending, ~~liquidity~~acquisitions, weand ~~will~~distributions ~~continue~~ to ~~manage~~members, ~~production~~as ~~levels~~discussed ~~to sales demand~~below.

WeAlthough ~~ended~~our ~~second~~third quarter 2012 ~~with~~operating ~~$174.1~~results ~~million~~and of cash ~~and~~flows ~~$219.6~~were ~~million~~positively ofaffected ~~long-term~~by ~~debt.~~improved Atdemand ~~June 30,~~for ~~2012,~~our weproducts ~~had~~and ~~$412.5~~commodity ~~million~~price ofincreases, ~~available~~compared ~~liquidity~~with ~~(cash~~the ~~and~~same ~~cash~~period ~~equivalents~~in ~~and~~the ~~unused~~prior ~~borrowing~~year, ~~capacity~~continued ~~under~~concerns ~~our~~over ~~senior~~the ~~secured~~low ~~asset-based~~level ~~revolving~~of ~~credit~~residential ~~facility).~~construction Weactivity, ~~used~~high ~~$8.4~~number ~~million~~ of ~~cash~~actual ~~during~~and ~~the~~pending ~~six~~foreclosures, ~~months~~availability ~~ended~~and ~~June 30,~~cost ~~2012~~of credit, ashigh ~~cash~~levels ~~provided~~of ~~by operations~~unemployment, ~~which~~and ~~includes~~lack ~~seasonal~~of ~~working~~consumer ~~capital~~and ~~increases,~~business ~~was~~confidence ~~more~~create ~~than~~uncertainty ~~offset~~around bythe ~~capital~~amount ~~spending~~of ~~and~~cash ~~acquisitions,~~flow aswe ~~discussed below.~~

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will generate during the remainder of 2012 and into 2013. In response to the continued economic uncertainty and to conserve our liquidity, we will continue to manage production levels to sales demand.

On September 7, 2012, we entered into a First Amendment to Credit Agreement, which increased the aggregate lending commitments under our senior secured asset-based revolving credit facility (Revolving Credit Facility) from $250 million to $300 million. On October 12, 2012, we borrowed $50 million under the Revolving Credit Facility to partially fund the redemption of $75.0 million of our senior subordinated notes. In addition, on October 22, 2012, we issued a $250.0 million aggregate amount of 6.375% senior notes to fund the redemption of our remaining senior subordinated notes and for general corporate purposes, as discussed further below.

We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, lease obligations, working capital, and pension contributions for at least the next 12 months.

Sources and Uses of Cash

We generate cash from sales of our products and from short-term and long-term borrowings. Our primary uses of cash are for expenses related to the manufacture and distribution of building products, including inventory purchased for resale, fiber, labor, energy, and glues and resins. In addition to paying for ongoing operating costs, we use cash to invest in our business, repay debt, and meet our contractual obligations and commercial commitments. Below is a discussion of our sources and uses of cash for operating activities, investing activities, and financing activities.



	Nine Months Ended September 30
	2012			2011
	(thousands)
Cash provided by (used for) operations	$	64,871		$	(31,117	)
Cash used for investment	(19,869		)	(27,817		)
Cash used for financing	(3,040		)	(2,547		)

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are for expenses related to the manufacture and distribution of building products, including inventory purchased for resale, fiber, labor, energy, and glues and resins. In addition to paying for ongoing operating costs, we use cash to invest in our business, repay debt, and meet our contractual obligations and commercial commitments. Below is a discussion of our sources and uses of cash for operating activities, investing activities, and financing activities.

	Six Months EndedJune 30
	2012			2011
	(thousands)
Cash provided by (used for) operations	$	4,783		$	(39,299	)
Cash used for investment	(13,163		)	(22,479		)
Cash provided by (used for) financing	—			—

Operating Activities

For the ~~six~~nine months ended ~~June~~September 30, 2012, our operating activities generated $464.89 million of cash, compared with $3931.31 million of cash used for operations in the same period in 2011. The $464.89 million of cash provided by operations was due primarily to $4075.38 million of income (before noncash income and expenses), ~~partially~~ offset partially by a $~~28.~~7.5 million increase in working capital and pension contributions of $78.92 million. The $3931.31 million of cash used for operations during the ~~six~~nine months ended ~~June~~September 30, 2011, was driven primarily by increases in working capital of $3027.87 million, and pension contributions of $410.3 million, ~~and~~offset apartially by $27.60 million ~~loss~~of income (before noncash income and expenses).

The increases in working capital in both periods were attributable primarily to higher receivables and inventories, ~~partially~~ offset partially by an increase in accounts payable and accrued liabilities. The increases in receivables in both periods primarily reflect increased sales of approximately 4833% and 3733%, comparing sales for the months of ~~June~~September 2012 and 2011 with sales for the months of December 2011 and 2010, respectively. The increase in inventories during the ~~six~~nine months ended ~~June~~September 30, 2012, represents normal seasonal inventory build, product line expansions, and an improvement in demand for our products from higher residential construction activity and market share gains. The increase in accounts payable and accrued liabilities provided $6882.23 million of cash during the ~~six~~nine months ended ~~June~~September 30, 2012, compared with $27.76 million in the same period a year ago. During the ~~six~~nine months ended ~~June~~September 30, 2012, increases in inventory levels and accrued incentive compensation led to the increase in accounts payable and accrued liabilities.

Investment Activities

During the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, we used approximately $1117.07 million and $1625.63 million, respectively, of cash for purchases of property and equipment, including business improvement and quality/efficiency projects, replacement and expansion projects, and ongoing environmental compliance. We expect capital expenditures in 2012 to total approximately $30 million, excluding acquisitions. This level of capital expenditures could increase or decrease as a result of a number of factors, including our financial results, future economic conditions, and timing of equipment purchases. During the ~~six~~nine months ended ~~June~~September 30, 2012, we also used $2.4 million for the acquisition of a sawmill in Arden, Washington, which we believe will improve fiber integration and enhance the product mix capabilities in our Inland Region lumber operations. ~~During the six months ended June 30, 2011, we spent $5.8 million for the acquisition of a laminated beam and decking manufacturing plant in Homedale, Idaho.~~

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During the nine months ended September 30, 2011, we spent $5.8 million for the acquisition of a laminated beam and decking manufacturing plant in Homedale, Idaho, offset partially by proceeds of $3.1 million from the sale of assets, including the sale of certain land and timber holdings.

Financing Activities

~~Cash~~During the nine months ended September 30, 2012 and 2011, we used $0.3 million and $2.5 million, respectively, of cash for financing ~~activities~~costs ~~was~~related ~~zero~~to ~~for~~our ~~each~~Revolving ofCredit Facility, as discussed below. In addition, during the ~~six~~nine months ended ~~June~~September 30, 2012, ~~and~~we ~~2011~~made $2.8 million of distributions to equity holders.

Asset-Based Revolving Credit Facility

On July 13, 2011, Boise Cascade, L.L.C., and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into a $250 million senior secured asset-based revolving credit facility with Wells Fargo Capital Finance, L.L.C. (Wells Fargo), as agent and the banks named therein as lenders. Borrowings under the Revolving Credit Facility are constrained by a borrowing base formula dependent upon levels of eligible receivables and inventory reduced by outstanding borrowings and letters of credit (Availability). On September 7, 2012, we entered into a First Amendment to Credit Agreement, which increased the aggregate lending commitments under the Revolving Credit Facility to $300 million. Other key terms of the Credit Agreement were unchanged by the Amendment.

At September 30, 2012, and December 31, 2011, we had no borrowings outstanding under the Revolving Credit Facility and approximately $10.0 million and $11.3 million, respectively, of letters of credit outstanding. We did not borrow under the Revolving Credit Facility during the nine months ended September 30, 2012. On October 12, 2012, we borrowed $50.0 million under the Revolving Credit Facility to partially fund the redemption of $75.0 million of our senior subordinated notes, as discussed further below. These letters of credit and borrowings reduce our borrowing capacity under the Revolving Credit Facility by an equivalent amount. The actual amount of credit that is available from time to time under our Revolving Credit Facility fluctuates and is limited to a borrowing base amount that is determined according to, among other things, a percentage of the value of eligible receivables plus a percentage of the value of eligible inventory, as reduced by certain reserve amounts.

Senior Subordinated Notes

In October 2004, Boise Cascade, L.L.C., issued $400 million of 7.125% senior subordinated notes due in 2014. In July 2005, we completed an exchange offer whereby all of our senior subordinated notes were exchanged for registered securities with identical terms (other than terms relating to registration rights) to the notes issued in October 2004. We may redeem all or part of the notes at any time at redemption prices set forth in the indenture governing the notes (Indenture). Redemption prices reduced to par value in October 2012. Subsequent to the exchange offer, a portion of the notes were repurchased, resulting in $219.6 million of notes outstanding at both September 30, 2012, and December 31, 2011. On October 15, 2012, we redeemed $75.0 million of the notes at par value, plus accrued and unpaid interest of $2.7 million. We funded the redemption using $27.7 million of cash on hand and $50.0 million borrowed under our Revolving Credit Facility. On October 22, 2012, the trustee under the senior subordinated notes indenture, at our request, irrevocably called for redemption on November 21, 2012, all of our outstanding senior subordinated notes. Simultaneously, we irrevocably deposited $144.6 million of the proceeds from our senior notes offering, with our senior subordinated notes trustee, in an amount sufficient to pay and discharge the entire indebtedness on the senior subordinated notes for principal, plus $1.0 million of accrued and unpaid interest, to November 21, 2012. The senior subordinated notes trustee acknowledged that as of October 22, 2012, our obligations and those of the guarantors were discharged and satisfied, and neither we nor the guarantors generally had any further obligations to the senior subordinated notes trustee or the holders of our senior subordinated notes. The senior subordinated notes trustee further acknowledged the automatic release of the guarantees of the guarantors under our senior subordinated notes indenture. Upon such satisfaction and discharge, our senior subordinated notes indenture generally ceased to be of further effect.

Debt Refinancing

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our interest rate. The Senior Notes are guaranteed by each of Boise Cascade's existing and future direct or indirect domestic subsidiaries that is a guarantor or co-borrower under our Revolving Credit Facility, other than Boise Cascade Finance Corporation. The Senior Notes are also guaranteed by BC Holdings, until such time, if ever, that Boise Cascade's common stock is listed on any national securities exchange.

For more information related to our debt structure, see the discussion under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2011 Form 10-K and in Note 4, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Contractual Obligations

For information onabout contractual obligations, see Contractual Obligations in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2011 Form 10-K. ~~During~~Due to recently passed pension funding relief legislation, payments for compensation and benefits for 2013-2014 are expected to be approximately $33.0 million, compared with the ~~six~~$56.7 ~~months~~million ~~ended~~presented ~~June~~in our 2011 Form 10-K. See Liquidity and Capital Resources above for a discussion of debt transactions subsequent to September 30, 2012,. ~~there~~There ~~were~~have been no other material changes toin ~~our~~ contractual obligations outside the ~~normal~~ordinary course of business. since December 31, 2011.

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Off-Balance-Sheet Activities

At ~~June~~September 30, 2012, and December 31, 2011, we had no material off-balance-sheet arrangements with unconsolidated entities.

Guarantees

Note 10, Debt, Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, and Note 18, Consolidating Guarantor and Nonguarantor Financial Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2011 Form 10-K describe the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of June 30, 2012, there have been no material changes to the guarantees disclosed in our 2011 Form 10-K.

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to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of September 30, 2012, there have been no material changes to the guarantees disclosed in our 2011 Form 10-K.

Seasonal and Inflationary Influences

We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These seasonal factors are common in the building products industry. Seasonal changes in levels of building activity affect our building products businesses, which are dependent on housing starts, repair-and-remodel activities, and light commercial construction activities. We typically report lower sales in the first and fourth quarters due to the impact of poor weather on the construction market, and we generally have higher sales in the second and third quarters, reflecting an increase in construction due to more favorable weather conditions. We typically have higher working capital in the second and third quarters due to the summer building season. Seasonally cold weather increases costs, especially energy consumption, at most of our manufacturing facilities.

Our major costs of production are wood fiber, labor, glue and resins, and energy. Wood fiber costs, glue and resin costs, and diesel fuel prices have been volatile in recent years.

Employees

As of ~~June~~September 30, 2012, we had approximately 4,~~510~~470 employees. Approximately 3130% of these employees work pursuant to collective bargaining agreements. As of ~~June~~September 30, 2012, we had ten collective bargaining agreements, one of which ~~five agreements, representing 653 employees, are up for renewal in 2012 and one agreement,~~ covering 8378 employees at our AllJoist facility in Canada, expired on December 31, 2011. We are continuing to work under the expired contract pending negotiations. InNegotiations ~~late~~related ~~July,~~to wethis ~~initiated~~expired ~~discussion with the union concerning a new~~ contract ~~at AllJoist. On May 31, 2012, the contracts at four Wood Products manufacturing facilities and one Building Materials Distribution location in the Pacific Northwest expired. Negotiations~~ are ongoing. We do not expect material increases in our costs or work interruptions during the course of the negotiations ~~with our collective bargaining units~~. Nevertheless, if our expectations are not accurate, we could experience a material labor disruption or significantly increased labor costs at ~~one~~the orAllJoist ~~more of our facilities~~facility, ~~any of~~ which could prevent us from meeting customer demand or reduce our sales and profitability. On August 22, 2012, we reached agreement on a four-year contract covering four Wood Products manufacturing facilities and one Building Materials Distribution location in the Pacific Northwest. The new agreements covering 623 current employees expire on May 31, 2016. We do not have any other labor negotiations scheduled for 2012.

Environmental

For additional information onabout environmental issues, see Environmental in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2011 Form 10-K.

Critical Accounting Estimates

Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the need to estimate matters that are inherently uncertain. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2011 Form 10-K. As of ~~June~~September 30, 2012, there have been no changes to our critical accounting estimates disclosed in our 2011 Form 10-K.

New and Recently Adopted Accounting Standards

For information related to new and recently adopted accounting standards, see "New and Recently Adopted Accounting Standards" in Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" in this Form 10-Q.

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Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" in this Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information relating to quantitative and qualitative disclosures about market risk, see the discussion under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and under the headings "Disclosures of Financial Market Risks" and "Financial Instruments" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2011 Form 10-K. As of ~~June~~September 30, 2012, there have been no material changes in our exposure to market risk from those disclosed in our 2011 Form 10-K.

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ITEM 4. CONTROLS AND PROCEDURES

Attached as exhibits to this Form 10-Q are certifications of our chief executive officer (CEO) and chief financial officer (CFO). Rule 13a-14 of the Securities Exchange Act of 1934, as amended, requires that we include these certifications with this report. This Controls and Procedures section includes information concerning the disclosure controls and procedures referred to in the certifications. You should read this section in conjunction with the certifications.

Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures," as Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, defines such term. We have designed these controls and procedures to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-Q, 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 the CEO and CFO, as appropriate, to allow them to make timely decisions regarding our required disclosures.

We evaluate the effectiveness of our disclosure controls and procedures on at least a quarterly basis. A number of key components in our internal control system assist us in these evaluations. Since the company's inception, we have had a disclosure committee. The committee meets regularly and includes input from our senior management, general counsel, and internal audit staff. This committee is charged with considering and evaluating the materiality of information and reviewing the company's disclosure obligations on a timely basis. Our internal audit department also evaluates components of our internal controls on an ongoing basis. To assist in its evaluations, the internal audit staff identifies, documents, and tests our controls and procedures. Our intent is to maintain disclosure controls and procedures as dynamic processes that change as our business and working environments change.

Under an Outsourcing Services Agreement, Boise Inc. provides a number of corporate staff services to us at cost. These services include information technology, accounting, and human resource transactional services. Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, including the effectiveness of the services provided to us under the Outsourcing Services Agreement, as of the end of the quarter covered by this Form 10-Q. Based on that evaluation, our CEO and CFO have concluded that, as of such date, our disclosure controls and procedures were effective in meeting the objectives for which they were designed and were operating at a reasonable assurance level.

Limitations on the Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, we recognized that disclosure controls and procedures, no matter how well conceived and well operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. We have also designed our disclosure 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.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended ~~June~~September 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

This report on Form 10-Q contains forward-looking statements. Statements that are not historical or current facts, including statements about our expectations, anticipated financial results, projected capital expenditures, and future business prospects, are forward-looking statements. You can identify these statements by our use of words such as "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. You can find examples of these statements throughout this report, including "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." We cannot guarantee that our actual results will be consistent with the forward-looking statements we make in this report. You should review carefully the risk factors listed in "Item 1A. Risk Factors" in our 2011 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission. There have been no material changes to our risk factors during the ~~six~~nine months ended ~~June~~September 30, 2012, from those listed in our 2011 Form 10-K. We do not assume an obligation to update any forward-looking statement.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Required exhibits are listed in the Index to Exhibits and are incorporated by reference.

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SIGNATURES

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 thereunto duly authorized.



		BOISE CASCADE HOLDINGS, L.L.C.


		/s/ Kelly E. Hibbs
		Kelly E. Hibbs Vice President and Controller
		(As Duly Authorized Officer and Chief Accounting Officer)

Date: ~~August~~October 225, 2012

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BOISE CASCADE HOLDINGS, L.L.C.

INDEX TO EXHIBITS

Filed With the Quarterly Report on Form 10-Q for the Quarter Ended ~~June~~September 30, 2012

Number		Description
10.1		First Amendment to Credit Agreement, dated September 7, 2012, by and between the Lenders set forth on the signature page thereto, Wells Fargo Capital Finance, L.L.C., as administrative agent, and Boise Cascade, L.L.C., and the subsidiaries of Boise Cascade, L.L.C., set forth on the signature page thereto, as Borrowers (incorporated by reference to Form 8-K filed on September 12, 2012).
31.1		CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.1	(a)	Salt Lake City Property Contribution Agreement
99.2	(a)	Albuquerque Property Contribution Agreement
101	(a)	Financial Statements in XBRL Format
(a) Furnished with this Quarterly Report on Form 10-Q.

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