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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

BOISE CASCADE CORPORATION
(Exact name of registrant as specified in its charter)

        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 /X/ No / /

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K /X/ .

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes /X/ No / /

        The aggregate market value of the voting common stock held by nonaffiliates of the registrant, computed by reference to the price at which the common stock was sold as of the close of business on June 30, 2003, was $1,393,693,917. Registrant does not have any nonvoting common equities.

        Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

Document incorporated by reference

        Portions of the registrant's proxy statement relating to its 2004 annual meeting of shareholders to be held on April 15, 2004 ("Boise Cascade Corporation's proxy statement"), are incorporated by reference into Part III of this Form 10-K.

Table of Contents

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PART I

ITEM 1. BUSINESS

        As used in this 2003 Annual Report on Form 10-K, the terms "Boise" and "we" include Boise Cascade Corporation and its consolidated subsidiaries and predecessors. Our Securities and Exchange Commission (SEC) filings, which include this Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all related amendments, are available, free of charge, on our website at www.bc.com, Investor Relations, SEC filings. These reports are available soon after they are filed electronically with the SEC.

General Overview

        Boise is a multinational contract and retail distributor of office supplies and paper, technology products, and office furniture. Boise is also a major distributor of building materials and an integrated manufacturer and distributor of paper, packaging, and wood products. We are headquartered in Boise, Idaho, with domestic and international operations. We own or control approximately 2.4 million acres of timberland in the United States. We were incorporated under the laws of Delaware in 1931 under the name Boise Payette Lumber Company of Delaware, as a successor to an Idaho corporation formed in 1913. In 1957, our name was changed to Boise Cascade Corporation.

        We have historically reported our business results using four reportable segments: Boise Office Solutions; Boise Building Solutions; Boise Paper Solutions; and Corporate and Other (support staff services). In December 2003, we acquired OfficeMax, Inc. (OfficeMax). After the acquisition, we began reporting Boise Office Solutions as two separate segments, Boise Office Solutions, Contract, and Boise Office Solutions, Retail. All of our segments, except Boise Office Solutions, Retail, have a December 31 year-end. Our Boise Office Solutions, Retail, segment maintains a fiscal year that ends on the last Saturday in December, which in 2003 was December 27. We consolidate the fiscal-year results of Boise Office Solutions, Retail, with the calendar-year results of our other segments. We present information pertaining to each of our five segments and the geographic areas in which they operate in Note 16, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.

        Our acquisition of OfficeMax significantly changed our business mix and was in keeping with our long-term strategy of growing our distribution businesses. The acquisition more than doubled the size of Boise Office Solutions, and this part of our business now generates approximately two-thirds of total company sales. Approximately 80% of our sales now come from our office products and building materials distribution businesses, with the remainder coming from our traditional paper and building products manufacturing businesses. For more information about our acquisition of OfficeMax, see Note 2, OfficeMax Acquisition, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.

        Given the scale of the OfficeMax acquisition, we have undertaken a review of the direction of the company as a whole by exploring strategic alternatives for our paper and building products businesses. We are considering alternatives ranging from no change in our business mix to potential restructurings, divestitures, spinoffs, and/or other business combinations. We expect this process, which began late in 2003, to take 12 to 18 months. The timing, outcome, and implementation of this review may significantly affect the company, its structure, and our business mix.

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Boise Office Solutions, Contract

        Boise distributes a broad line of items for the office, including office supplies and paper, technology products, and office furniture, through our Boise Office Solutions, Contract, segment. This segment markets and sells through field salespeople, catalogs, the Internet, and stores in Canada, Hawaii, Australia, and New Zealand. It also includes sales generated by OfficeMax's field salespeople, catalogs, and E-commerce business after December 9, 2003. Substantially all products sold by this segment are purchased from outside manufacturers or from industry wholesalers, except office papers, which are sourced primarily from our paper operations. Boise Office Solutions, Contract, sells these office products directly to large corporate, government, and small and medium sized offices in the United States, Canada, Australia, New Zealand, and Mexico.

        Customers with more than one location are often served under the terms of one national contract that provides consistent products, prices, and service to multiple locations. If the customer desires, we also provide summary billings, usage reporting, and other special services. On January 31, 2004, Boise Office Solutions, Contract, operated 80 distribution centers, 6 customer service centers, 5 wholesale/manufacturing facilities, and 2 outbound sales centers. Boise Office Solutions, Contract, also operated 106 stores in Canada, Hawaii, Australia, and New Zealand.

        Boise Office Solutions, Contract, sales for 2003, 2002, 2001, 2000, and 1999 were $3,742 million, $3,546 million, $3,536 million, $3,697 million, and $3,397 million, respectively.

Boise Office Solutions, Retail

        Boise Office Solutions, Retail, which operates under the trade name OfficeMax, is a retail distributor of office supplies and paper, technology products, and office furniture. Its superstores feature CopyMax® and FurnitureMax® in-store modules devoted to print-for-pay services and office furniture. Our retail segment has operations in the United States, Puerto Rico, and the U.S. Virgin Islands and a 51%-owned joint venture in Mexico. In 2003, all products sold by this segment were purchased from outside manufacturers or from industry wholesalers. The retail office products segment did not purchase any office paper from Boise during 2003, but it will in the future. The combined Boise Office Solutions, which comprises our contract and retail segments, expects to sell approximately 650,000 tons of Boise office paper in 2004, compared with 568,000 tons in 2003.

        This segment includes the operating results of our office supply superstores. On January 31, 2004, our retail office products segment operated 970 superstores, 3 large distribution centers that support the superstores, 3 small-format stores, and 1 small distribution center. Boise Office Solutions, Retail, sales from December 10 to December 27, 2003, were $283 million.

Boise Building Solutions

        Boise is a major producer of structural panels (plywood and oriented strand board), lumber, and particleboard through our Boise Building Solutions segment. We also manufacture engineered wood products, including laminated veneer lumber (LVL), which is a high-strength engineered structural lumber product; wood I-joists; and laminated beams. Most of our production is sold to independent wholesalers and dealers and through our own wholesale building materials distribution outlets. Our wood products are used primarily in housing, industrial construction, and a variety of manufactured products. Building materials manufacturing sales for 2003, 2002, 2001, 2000, and 1999 were $824 million, $774 million, $792 million, $882 million, and $958 million, respectively, while building materials distribution sales for the same years were $2,048 million, $1,696 million, $1,596 million, $1,601 million, and $1,289 million.

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        The following table lists annual practical capacities of our building materials manufacturing facilities as of December 31, 2003, and production for 2003:

(a)

In February 2004, we sold our plywood and lumber operations in Yakima, Washington. The sold mills represented about 11% of the plywood capacity and about 13% of the lumber capacity reflected in the table.

(b)

Capacity is production assuming normal operating shift configurations.

(c)

Production and capacity applicable to plywood only.

(d)

In 1995, we formed a joint venture to build an oriented strand board (OSB) plant in Barwick, Ontario, Canada. We own 47% of the joint venture and account for it on the equity method. Abitibi-Consolidated Company of Canada, the Northwestern Mutual Life Insurance Company, and Allstate Insurance Company together hold the other 53%. The 440 million square feet of annual capacity represents 100% of the production volume.

(e)

A portion of laminated veneer lumber production is used to manufacture I-joists at two engineered wood products plants. Capacity is based on laminated veneer lumber production only.

(f)

Most of the veneer is used for production of LVL at our plant in Alexandria, Louisiana. The remainder is processed into plywood in Brazil.

        The following table lists sales volumes for our building materials manufacturing business for the years indicated:

(a)

Represents 100% of the sales volume from our joint venture, of which we own 47%.

        In 2001, we began construction of a new facility near Elma, Washington, to manufacture integrated wood-polymer building materials. The plant has had a very difficult start-up, in part due to the plant's unique manufacturing processes. While product quality has met our expectations, production has not reached anticipated levels. We recently announced that we would temporarily discontinue production at the facility to allow us to make the technical improvements necessary to

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increase production levels. We are not able to predict how long these improvements may take or at what time shipments of product will resume.

        Boise operates 27 wholesale building materials distribution facilities. These operations market a wide range of building materials, including lumber, plywood, oriented strand board, particleboard, decking, engineered wood products, paneling, drywall, builders' hardware, and metal products. These products are distributed to retail lumber dealers, home centers specializing in the do-it-yourself market, and industrial customers. A portion (approximately 21%) of the lumber, panels, and engineered wood products sold by our distribution operations is provided by our manufacturing facilities, and the balance is purchased from outside sources.

Boise Paper Solutions

        Boise manufactures and sells uncoated free sheet papers (office papers, printing grades, forms bond, envelope papers, and value-added papers), containerboard, corrugated containers, newsprint, and market pulp through our Boise Paper Solutions segment. Boise Paper Solutions sales for 2003, 2002, 2001, 2000, and 1999 were $1,853 million, $1,878 million, $1,942 million, $2,048 million, and $1,887 million, respectively.

        This business segment is focused primarily on uncoated free sheet papers and containerboard and corrugated containers. Uncoated free sheet represented 56% of segment revenues in 2003, containerboard and corrugated containers accounted for 20%, and newsprint accounted for 9%. Market pulp and wood fiber accounted for the remaining 15% of revenues.

        About 41% of our uncoated free sheet paper, including about 77% of our office papers, was sold through Boise Office Solutions. We expect this percentage to increase with the addition of our retail office products segment. The equivalent of 54% of our containerboard production is consumed by our corrugated container plants.

        Our paper, containerboard, and newsprint are manufactured at five mills in the United States. These mills had an annual capacity of 2.9 million short tons (2,000 pounds) on December 31, 2003. With the exception of newsprint, our products are sold to distributors, including Boise Office Solutions, and industrial customers, primarily by our own sales personnel. Newsprint is marketed by Abitibi-Consolidated Company of Canada. Our corrugated containers are manufactured at five U.S. plants, which have an annual capacity of approximately 6.5 billion square feet. The containers produced at our plants are used to package fresh fruit and vegetables, processed food, beverages, and many other industrial and consumer products. We sell our corrugated containers primarily through our own sales personnel.

        Our paper mills are supplied with pulp primarily from our own integrated pulp mills. Pulp mills in the Northwest manufacture chemical pulp from wood residuals produced as a byproduct of solid wood products manufacturing facilities. They also obtain fiber from our cottonwood fiber farm near Wallula, Washington. Pulp mills in the Midwest and South manufacture chemical, thermomechanical, and groundwood pulp, primarily from pulpwood logs and, to a lesser extent, from wood residuals from solid wood products manufacturing facilities. We also process most of the recycled fiber used in our paper and containerboard products.

        Wood residuals are provided by our own sawmills and panel plants in the Northwest and, to a lesser extent, in the South or are purchased from outside sources.

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        The following table sets forth annual practical capacities of our paper manufacturing locations as of December 31, 2003, and production for 2003:

(a)

Capacity assumes production 24 hours per day, 365 days per year, except for days allotted for planned maintenance.

        The following table sets forth sales volumes of paper and paper products for the years indicated:

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Timber Resources

        The primary raw material we use in our paper and building products segments is wood fiber. The primary sources of wood fiber are timber and the byproducts of timber, such as wood chips, wood shavings, and sawdust. Factors such as governmental forest management practices and regulations and urban real estate development influence the supply of timber.

        We own or control approximately 2.4 million acres of timberland in the United States. We manage our timberlands as part of our Boise Building Solutions and Boise Paper Solutions segments. The financial impact of our timberlands on our results of operations is included in these segments. The open-market cost of timber and other wood fiber is subject to commodity pricing, which can fluctuate greatly depending on weather, governmental restraints, and industry conditions. The amount of timber we harvest each year from our own timber resources, compared with the amount we purchase from outside sources, varies according to the price and supply of wood fiber for sale on the open market and the harvest levels we deem sound in the management of our timberlands. During 2003, we met 47% of our fiber needs through our own timber and wood fiber sources, 42% through private sources, and 11% through government sources. During 2002, these percentages were 49%, 39%, and 12%, and in 2001, they were 44%, 47%, and 9%.

        In March 2002, we announced that we would no longer harvest timber from old-growth forests in the United States. This policy became effective in 2004. As a result of this policy, we will not enter into any timber sale contracts on public or private forestlands that require harvesting old-growth forests. This policy formally recognizes a trend that we had already been following for several years. Our formal adoption of this policy will not materially affect our available timber supply.

        Changes in government policy and environmental litigation can cause the amount of timber available for commercial harvest from public and private lands to vary considerably. Declines in the amount of timber offered for sale can negatively affect our wood manufacturing facilities. In recent years, these declines have been severe enough to cause the closure of numerous facilities, including two of our own. Future legislation and litigation concerning the use of public lands, the protection of endangered species, the promotion of forest health, and the response to and prevention of catastrophic wildfires may either increase or decrease the amount of timber supply from both public and private forestlands. As a result, we cannot accurately predict future log supply and costs or its potential impact on our manufacturing facilities.

        In 2003, we sold approximately 9,100 acres of timberland in Idaho and 2,500 acres in Alabama. In 2002, we purchased approximately 28,000 acres of timberland to support the operations of our plywood and lumber mills in northeastern Oregon and also sold approximately 4,600 acres in Alabama. In 2001, we purchased approximately 19,000 acres of timberland to support the operations of our pulp and paper mill in Jackson, Alabama. Fiber for our veneer and plywood plant in Brazil is initially coming from private sources. Boise manages the land and trees and schedules the harvest for one of these private sources in Brazil under multiyear agreements. This private source provides a significant portion of our plant's fiber needs. In 2001, we also purchased approximately 35,000 acres of eucalyptus plantation land in Brazil to meet the future fiber requirements of the plant.

        Long-term leases of private timberlands generally provide Boise with timber harvesting rights and carry with them the responsibility for managing the timberlands. The remaining life of all leases, including renewal terms, ranges from 13 to 62 years. In addition, we have an option to purchase approximately 200,000 acres of timberland under lease and/or contract in the southern United States. We manage our timberlands efficiently so that they will provide a sustained supply of wood for future needs. We work to improve tree selection, site preparation, planting, fertilization, thinning, and logging techniques. Using standard plant breeding techniques, we are able to plant and grow

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trees that are larger, grow faster, and have greater disease resistance and a higher proportion of usable fiber. Computerization enables us to compile and analyze complex data to identify the most beneficial level of management for specific timberland tracts. We assume substantially all risks of loss from fire and other casualties on all standing timber we own.

        During 2003, our mills processed approximately 175 million cubic feet of sawtimber (timber used to make lumber and veneer) and 239 million cubic feet of pulpwood (timber used in papermaking); we harvested 56% of the sawtimber and 28% of the pulpwood from our owned or controlled timber resources. We acquired the balance from various private and government sources. Approximately 57% of the 1.1 million bone-dry units (a bone-dry unit is 2,400 dry pounds) of hardwood and softwood chips consumed by our Northwest pulp and paper mills in 2003 came from internal sources, including our whole-log chipping facility; our cottonwood fiber farm near Wallula, Washington; and our Northwest building materials manufacturing facilities as residuals from processing solid wood products. Excluding the chips provided by our Yakima plywood and lumber operations, which were sold in February 2004, about 50% of the chips came from internal sources. Of the 265,000 bone-dry units of residual chips used in the South, our Southern building materials manufacturing facilities provided 64%.

        The following table shows the acreages of owned or controlled timber resources by geographic area in the United States and the approximate percentages of total fiber requirements available from our respective timber resources in these areas and from the residuals from processed purchased logs at December 31, 2003, 2002, and 2001.

(a)

Principally sawtimber.

(b)

Principally pulpwood.

(c)

Sawtimber and pulpwood.

(d)

At December 31, 2003, our inventory of sawtimber that was mature enough to harvest and process was approximately 1,439 million cubic feet, and our inventory of pulpwood was approximately 893 million cubic feet. At December 31, 2002, these inventories were approximately 1,492 million cubic feet of sawtimber and 953 million cubic feet of pulpwood, and at December 31, 2001, these inventories were approximately 1,440 million cubic feet of sawtimber and 872 million cubic feet of pulpwood.

(e)

Assumes harvesting of company-owned or controlled timber resources to provide a dependable economic supply of wood fiber to our paper and building materials manufacturing facilities operating at practical capacity. Percentages shown represent weighted average consumption on a cubic foot basis.

        You can find additional information about our timber resources under the caption "Timber Supply" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.

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Environmental Issues

        Our discussion of environmental issues is presented under the caption "Environmental" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K. In addition, environmental issues are discussed under "Item 3. Legal Proceedings" of this Form 10-K.

Capital Investment

        Information concerning our capital expenditures is presented under the caption "Investment Activities" and in the table titled "2003 Capital Investment by Segment" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.

Energy

        Boise Paper Solutions is our primary energy user. In this segment, sources of self-generated energy, such as wood wastes, pulping liquors, and hydroelectric power, provided 59% of total energy requirements in 2003, compared with 57% in 2002 and 55% in 2001. The remaining energy requirements were fulfilled by purchased sources in 2003 as follows: natural gas, 56%; electricity, 34%; and residual fuel oil, 10%.

Competition

        The markets in each of our business segments are large, fragmented, and highly competitive. Our products and services compete with similar products manufactured and distributed by others. Many factors influence our competitive position in each of our operating business segments. Those factors include price, service, quality, product selection, and convenience of location.

        Some of our competitors in each of our segments are larger than we are and have greater financial resources. These resources afford those competitors greater purchasing power, increased financial flexibility, and more capital resources for expansion and improvement. This may enable those competitors to compete more effectively than we can.

        Boise Office Solutions, Contract.    The business-to-business office products market is highly competitive. Purchasers of office products have many options when purchasing office supplies and paper, technology products, and office furniture. We are among the four largest business-to-business contract stationers in the United States. We also compete with worldwide contract stationers, large retail office products suppliers, direct-mail distributors, discount retailers, drugstores, supermarkets, and thousands of local and regional contract stationers, many of whom have long-standing customer relationships. Increased competition in the office products industry, together with increased advertising, has heightened price awareness among end-users. Such heightened price awareness has led to margin pressure on office products. Besides price, competition is also based on customer service. We believe our excellent customer service gives us a competitive advantage among business-to-business office products distributors. Our ability to network our distribution centers into an integrated system enables us to serve, at a competitive cost, large national accounts that rely on us to deliver consistent products, prices, and service to multiple locations.

        Boise Office Solutions, Retail.    The domestic and international office products superstore industry, which includes superstore chains, Internet merchandisers, and numerous other competitors, is highly competitive. Businesses in the office products superstore industry compete on the basis of pricing, product selection, convenient locations, customer service, and ancillary business offerings.

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        We currently have two direct domestic superstore competitors, Office Depot and Staples, whose stores are similar to OfficeMax superstores in terms of store format, pricing strategy, and product selection. We expect to experience increased competition from computer and electronics superstore retailers, mass merchandisers, Internet merchandisers, and wholesale clubs. In particular, mass merchandisers, such as Wal-Mart, and wholesale clubs have increased their assortment of office products to attract home office customers and individual consumers. Further, various other retailers that have not historically competed with superstores, such as drugstores and grocery chains, have begun carrying at least a limited assortment of paper products and other basic office supplies. We expect this trend toward a proliferation of retailers offering a limited assortment of office supplies to continue. We may be subject to increasing competition from Internet merchandisers that have minimal barriers to entry. These competitors include traditional retailers that sell through the Internet, Internet sites that target the small business market with a full line of business products or service offerings, and Internet sites that sell or resell office products, technology products, and business services. We also anticipate increasing competition from our office supply superstore competitors and various other providers that have not historically competed with superstores in the print-for-pay business, which has historically been a key point of difference for OfficeMax superstores. Such increased competition could adversely affect our results of operation and profit margins.

        We believe we will compete favorably with our competitors by differentiating ourselves based on the breadth and depth of our in-stock merchandise offering, along with specialized service offerings, everyday low prices, quality customer service, and the efficiencies and convenience for our customers of our combined Contract and Retail distribution channels with Boise Office Solutions.

        Boise Building Solutions.    The building products markets in which we compete are very large and highly fragmented, with fewer than ten national producers but hundreds of local and regional manufacturers and distributors. In plywood, laminated veneer lumber, and I-joists, we are among the top four domestic producers. We hold much smaller competitive positions in other building products. Most of our competitors are located in the United States and Canada, although we have seen increasing competition from outside North America. We compete not only with manufacturers and distributors of similar building products but also with products made from alternative materials, such as steel and plastic. Many factors (chiefly price, quality, and service) influence competition in the building products markets. Our attention to quality and customer service are our primary competitive advantages in this segment.

        Boise Paper Solutions.    Our major paper products are uncoated free sheet, containerboard, and newsprint, all of which are globally traded commodities with numerous worldwide manufacturers and distributors. About a dozen major manufacturers compete in the North American paper market. We are among the top four North American producers of uncoated free sheet papers. We hold much smaller positions in the newsprint and containerboard markets. Price, quality, and service are important competitive determinants across paper markets. All of our paper manufacturing facilities are located in the United States, and we compete largely in the domestic arena. We do, however, face competition from foreign producers. The level of this competition varies, depending on the level of demand abroad and the relative rates of currency exchange. In general, paper production does not rely on proprietary processes or formulas, except in highly specialized or custom grades.

        Our paper products also compete with electronic transmission and document storage alternatives. As trends toward more use of these alternatives continue, we may see variances in the overall demand for paper products or shifts from one type of paper to another. For example, demand for newsprint has declined, as newspapers are replaced with electronic media.

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Seasonality

        Our office products businesses are seasonal. Sales in the second quarter and summer months are historically the slowest of the year. Our building products businesses are dependent on housing starts, repair-and-remodel activity, and commercial and industrial building, which in turn are influenced by the availability and cost of mortgage funds. Declines in building activity that may occur during winter affect our building products businesses. In addition, cold weather may affect our operating costs (including energy) at our manufacturing facilities.

Working Capital

        We have no unusual working capital practices. We believe the management practices followed by Boise with respect to working capital conform to common business practices in the United States.

Acquisitions and Divestitures

        We engage in acquisition and divestiture discussions with other companies and make acquisitions and divestitures from time to time. It is our policy to review our operations periodically and to dispose of assets that fail to meet our criteria for return on investment or cease to warrant retention for other reasons. See Note 2, OfficeMax Acquisition; Note 4, Other (Income) Expense, Net; and Note 15, Cost-Reduction Program, Restructuring Activities, and Facility Closures, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.

Employees

        On December 31, 2003, we had 55,618 employees, about 18,000 of whom worked part time. Approximately 6,568 of our employees were covered under collective bargaining agreements. On April 30, 2004, contracts covering approximately 765 workers in our pulp and paper mill in International Falls, Minnesota, are scheduled to expire. On June 1, 2004, contracts covering approximately 965 workers in our Northwest building materials manufacturing facilities are scheduled to expire.

Identification of Executive Officers

        Information with respect to our executive officers is set forth in "Item 10. Directors and Executive Officers of the Registrant" of this Form 10-K.

ITEM 2. PROPERTIES

        We own substantially all of our facilities other than those in Boise Office Solutions. The majority of our Boise Office Solutions facilities are rented under operating leases. Regular maintenance, renewal, and new construction programs have preserved the operating suitability and adequacy of our properties. Our properties are in good operating condition and are suitable and adequate for the operations for which they are used. We own substantially all equipment used in our facilities. Information concerning production capacity and the utilization of our manufacturing facilities is presented in "Item 1. Business" of this Form 10-K.

        Following is a list of our facilities by segment as of January 31, 2004. In addition, our corporate headquarters is in Boise, Idaho.

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Boise Office Solutions, Contract

        80 distribution centers in 31 states, the District of Columbia, Canada, Australia, New Zealand, and Mexico.