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Table of Contents

As filed with the Securities and Exchange Commission on November 15, 2012

No. 333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Boise Cascade, L.L.C.*
(Exact name of registrant as specified in its charter)

Delaware   5110   20-2807265
(State or other jurisdiction
of incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

1111 West Jefferson Street, Suite 300
Boise, Idaho 83702-5389
(208) 384-6161
(Address, including zip code and telephone number, including area code, of registrant's principal executive offices)



John T. Sahlberg
Senior Vice President, Human Resources and General Counsel
Boise Cascade, L.L.C.
1111 West Jefferson Street, Suite 300
Boise, Idaho 83702-5389
(208) 384-6161
(Name, address, including zip code and telephone number, including area code, of agent for service)



Copies of all communications, including communications sent to agent for service, should be sent to:

Dennis M. Myers, P.C.
Carol Anne Huff
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
(312) 862-2000
  James J. Junewicz
Winston & Strawn LLP
35 W. Wacker Drive
Chicago, Illinois 60601
(312) 558-5600



                  Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

                  If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. o

                  If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

                  If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

                  If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 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 (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o



CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
to be Registered

  Proposed Maximum
Offering Price(1)(2)

  Amount of
Registration Fee(3)

 

Common Stock, $0.01 par value per share

  $200,000,000   $27,280

 

(1)
Includes the offering price of the shares of common stock that may be sold if the option to purchase additional shares granted by us to the underwriters is exercised in full.

(2)
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.

(3)
Calculated by multiplying 0.00013640 by the proposed maximum offering price.



                  The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


* Boise Cascade, L.L.C., the registrant whose name appears on the cover of this registration statement, is a Delaware limited liability company. Prior to the effectiveness of this registration statement, Boise Cascade, L.L.C. will be converted into a Delaware corporation and renamed Boise Cascade Company. Shares of the common stock of Boise Cascade Company are being offered by the prospectus. Except as disclosed in the prospectus, the consolidated financial statements and selected historical consolidated financial data and other financial information included in this registration statement are those of Boise Cascade, L.L.C. and its subsidiaries and do not give effect to the corporate conversion.


Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

Subject to Completion
Preliminary Prospectus dated November 15, 2012

P R O S P E C T U S

Shares

LOGO

Common Stock



              This is the initial public offering of shares of common stock of Boise Cascade Company.

              We are selling                        shares of our common stock.

              We expect the public offering price to be between $            and $            per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the New York Stock Exchange under the symbol "BCC."

              Investing in our common stock involves risks that are described in the "Risk Factors" section beginning on page 15 of this prospectus.



 
  Per Share   Total  

Public offering price

  $     $    

Underwriting discounts

  $     $    

Proceeds, before expenses, to us

  $     $    

              The underwriters may also exercise their option to purchase up to                  additional shares from us at the initial public offering price, less the underwriting discount, for a period of 30 days after the date of this prospectus.

              Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

              The shares will be ready for delivery on or about                        , 2013.



Joint Book-Running Managers

BofA Merrill Lynch   Goldman, Sachs & Co.



Deutsche Bank Securities   J.P. Morgan   Wells Fargo Securities

The date of this prospectus is                        , 2013.


Table of Contents

TABLE OF CONTENTS

 
  Page

PROSPECTUS SUMMARY

  1

RISK FACTORS

  15

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

  28

INDUSTRY AND MARKET DATA

  29

USE OF PROCEEDS

  30

DIVIDEND POLICY

  31

CAPITALIZATION

  32

DILUTION

  34

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

  36

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  39

BUSINESS

  64

MANAGEMENT

  84

EXECUTIVE COMPENSATION

  91

SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  121

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

  123

DESCRIPTION OF CERTAIN INDEBTEDNESS

  125

DESCRIPTION OF CAPITAL STOCK

  127

SHARES ELIGIBLE FOR FUTURE SALE

  132

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS

  134

UNDERWRITING

  138

LEGAL MATTERS

  145

EXPERTS

  145

WHERE YOU CAN FIND MORE INFORMATION

  145

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

  F-1

              We have not and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such offers and sales are permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or the time of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

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PROSPECTUS SUMMARY

              The following is a summary of material information discussed in this prospectus. This summary may not contain all the details concerning our business, our common stock or other information that may be important to you. You should carefully review this entire prospectus, including the "Risk Factors" section and our consolidated financial statements and the notes thereto included elsewhere in this prospectus, before making an investment decision.

              As used in this prospectus, unless the context otherwise indicates, the references to "Boise Cascade," "we," "our," or "us" refer to Boise Cascade, L.L.C., together with its subsidiaries, prior to our conversion to a Delaware corporation and Boise Cascade Company and its consolidated subsidiaries on or after such conversion. Unless otherwise indicated or the context otherwise requires, financial and operating data in this prospectus reflects the consolidated business and operations of Boise Cascade, L.L.C. and its wholly-owned subsidiaries prior to the conversion of Boise Cascade, L.L.C. into a corporation and Boise Cascade Company and its wholly-owned subsidiaries on and after such conversion. For a definition of EBITDA, see Note 6 to "—Summary Historical Consolidated Financial Data." In addition, for a definition of segment income (loss) and a reconciliation of segment income (loss) to EBITDA for the twelve months ended September 30, 2012 ("LTM" or the "LTM period"), see "Business—Wood Products" and "—Building Materials Distribution," as applicable.


Our Company

              We are a large, vertically-integrated wood products manufacturer and building materials distributor with widespread operations throughout the United States and Canada. We are the second largest manufacturer of laminated veneer lumber ("LVL"), I-joists (together "engineered wood products" or "EWP") and plywood in North America. We are also one of the largest stocking wholesale distributors of building products in the United States. Our broad line of products is used primarily in new residential construction, residential repair and remodeling projects, light commercial construction and industrial applications. We believe our large, vertically-integrated operations provide us with significant advantages over less integrated competitors and position us to optimally serve our customers. We have a broad base of more than 4,500 customers, which includes a diverse mix of leading wholesalers, home improvement centers, retail lumberyards and industrial converters. In the LTM period, no single customer represented more than 11% of sales and our top ten customers represented less than 31% of sales. For the LTM period, we generated sales of $2,631.9 million, income before interest and taxes of $45.7 million and EBITDA of $80.1 million.

              We supply our customers through 49 strategically located facilities (consisting of 18 manufacturing facilities and 31 distribution facilities). In addition to the vertical integration between our manufacturing and distribution operations, our EWP manufacturing facilities are closely integrated with our nearby plywood operations, which allows us to optimize both production processes. Throughout the housing downturn, we have continued to make strategic capital investments to increase our manufacturing capacity and expand our building materials distribution network. We believe that our scale, closely integrated businesses and significant capital investments throughout the downturn provide us with substantial operating leverage to benefit from a recovery in the U.S. housing market.

 

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              We operate our company through two primary segments: our Wood Products segment and our Building Materials Distribution segment. The charts below summarize the breakdown of our business for the LTM period.

LTM SALES BY SEGMENT(1)(2)
 
LTM EBITDA BY SEGMENT(1)(3)

 

 

 

GRAPHIC
 
GRAPHIC

(1)
Financial data for the LTM period presented in this prospectus is derived by adding financial data for the year ended December 31, 2011 to financial data for the nine months ended September 30, 2012 and subtracting financial data for the nine months ended September 30, 2011.

(2)
Segment percentages are calculated before intersegment eliminations.

(3)
Segment percentages exclude Corporate and Other segment expenses.

              Wood Products ($69.2 million, or 73%, of LTM EBITDA). Our Wood Products segment is the second largest manufacturer of EWP and plywood in North America, with a highly integrated national network of 17 manufacturing facilities. Our wood products are used primarily in new residential construction, residential repair and remodeling projects and light commercial construction. We are focused on profitably gaining EWP market share and maintaining a strong market presence in plywood and pine lumber by providing superior customer service and distribution support. We manufacture LVL, I-joists and laminated beams, which are high-grade, value-added structural products used in applications where additional strength and consistent quality are required. LVL is also used in the manufacture of engineered I-joists, which are assembled by combining a vertical web of oriented strand board ("OSB") with top and bottom LVL or solid wood flanges. We also produce plywood, studs, particleboard and ponderosa pine lumber, a premium lumber grade sold primarily to manufacturers of specialty wood windows, moldings and doors. We enjoy the benefit of long-term wood supply agreements put in place in 2005 following the sale of our timberlands, under which we purchase timber at market-based prices. Approximately 40% of our log consumption is typically supplied through these agreements, giving us access to timberlands near our manufacturing operations.

              Our EWP manufacturing facilities are closely integrated with our nearby plywood operations to optimize our veneer utilization by enabling us to dedicate higher quality veneers to higher margin applications and lower quality veneers to plywood products, giving us an advantage over our less integrated competitors. For the LTM period, EWP, plywood and lumber accounted for 35%, 44% and 9%, respectively, of our Wood Products sales. Most of our wood products are sold to leading wholesalers (including our Building Materials Distribution segment), home improvement centers, retail lumberyards and industrial converters. In the LTM period, approximately 37% of our Wood Products sales, including approximately 71% of our EWP sales, were to our Building Materials Distribution segment. For the LTM period, our Wood Products segment generated sales, income before interest and taxes and EBITDA of $893.0 million, $43.7 million and $69.2 million, respectively.

 

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              Building Materials Distribution ($26.2 million, or 27%, of LTM EBITDA). We are one of the largest national stocking wholesale distributors of building materials in the United States. Our nationwide network of 31 strategically-located distribution facilities sells a broad line of building materials, including EWP, OSB, plywood, lumber and general line items such as framing accessories, composite decking, roofing, siding and insulation. We also operate a truss manufacturing plant located in Maine. Our products are used in the construction of new residential housing, including single-family, multi-family and manufactured homes, repair and remodeling projects and the construction of light industrial and commercial buildings. Except for EWP, we purchase most of these building materials from more than 1,000 third-party suppliers ranging from large manufacturers, such as James Hardie Building Products, Trex Company, Louisiana-Pacific and Georgia-Pacific, to small regional producers.

              We market our products primarily to retail lumberyards and home improvement centers that then sell the products to end customers, who are typically professional builders, independent contractors and homeowners engaged in residential construction projects. We also market our products to industrial converters, which use our products to assemble windows, doors, agricultural bins and other value-added products used in industrial and repair and remodel applications. We believe that we are attractive to customers in our Building Materials Distribution segment because we provide a high level of customer service and a broad line of products from a large number of quality manufacturers. The majority of our competitors in this segment are specialized, local or regional distributors focused primarily on a narrow range of products. We also compete against other national wholesalers. Unlike many of our competitors who focus primarily on a narrow range of products, we are a one-stop resource for our customers' building materials needs, which allows for more cost-efficient ordering, delivery and receiving. Furthermore, we believe that our national presence and long-standing relationships with many of our key suppliers allow us to obtain favorable price and term arrangements and offer excellent customer service on top brands in the building materials industry. We have expertise in special-order sourcing and merchandising support, which is a key service for our home improvement center customers that choose not to stock certain items in inventory. Our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital, which we believe has led to increased market share during the housing downturn. For the LTM period, our Building Materials Distribution segment generated sales, income before interest and taxes and EBITDA of $2,066.6 million, $17.4 million and $26.2 million, respectively.

 

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              The following diagram illustrates our value chain:

              BOISE CASCADE VALUE CHAIN

GRAPHIC


Our Industry

              The building products manufacturing and distribution industry in North America is highly competitive, with a number of producers manufacturing and selling a broad range of products. Demand for our products is principally influenced by new residential construction, light commercial construction and repair and remodeling activity in the United States. Drivers of new residential construction, light commercial construction and repair and remodeling activity include new household formation, the age of the housing stock, availability of credit and other macroeconomic factors, such as GDP growth, population growth, migration, interest rates, employment and consumer sentiment. Purchasing decisions made by the customers who buy our wood products are generally based on price, quality and, particularly with respect to EWP, customer service and product support.

              From 2005 to 2011, total housing starts in the United States declined by more than 70%. The significant drop in new residential construction has created challenging conditions for building products manufacturers and distributors, with substantial reductions in manufacturing and distribution capacity occurring since late 2008 as companies adjusted to lower industry demand. According to the U.S. Census Bureau, total housing starts in the United States were 0.59 million in 2010 and 0.61 million in 2011, modest increases over the 2009 level of 0.55 million (the lowest year on record) but significantly less than the 50-year average rate of 1.5 million. Prior to 2008, the housing market had not experienced a year with total housing starts below 1.0 million since the U.S. Census Bureau began its annual recordkeeping in 1959.

              In the U.S., single- and multi-family housing starts were 0.87 million in September 2012 on a seasonally adjusted annual rate basis, an increase of 35% from September 2011. In November 2012, the Blue Chip Economic Indicators median consensus forecast of single- and multi-family housing starts in

 

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the U.S. was approximately 0.77 million units for 2012 and approximately 0.92 million units for 2013, which represent annual increases of 26% and 19%, respectively. We believe that over the long-term, there is considerable growth potential in the U.S. housing sector. In November 2012, IHS Global Insight estimates that total U.S. single- and multi-family housing starts will average 1.48 million units per year from 2012 through 2021, levels that are in line with the 50-year historical average.

              During the housing downturn, demand for EWP declined less than demand for many products dependent on new residential construction. According to APA—The Engineered Wood Association, LVL production volumes in North America increased 27% from 32.7 million cubic feet in 2009 to 41.6 million cubic feet in 2011 and I-joist production volumes in North America increased 20% from 380.1 million linear feet in 2009 to 456.9 million linear feet in 2011. Longer-term demand trends are expected to improve further. Resource Information Systems, Inc. ("RISI") forecasts that I-joist demand in North America will increase 15% and LVL billet demand in North America will increase 21% in 2012, followed by further demand increases in 2013 through 2015. RISI expects the I-joist and LVL billet demand to reach 1,013 million linear feet and 98.5 million cubic feet, respectively, by 2017.

              Our products are not only used in new residential construction, but also in residential repair and remodeling projects, light commercial construction and industrial applications. We believe this diversification by product end use provides us some protection from declines in the new residential construction market. Residential repair and remodeling spending increased significantly over the past 15 years. According to the Home Improvement Research Institute ("HIRI"), the U.S. repair and remodel market increased 81.5% from $165 billion in 1996 to a peak of $300 billion in 2006 and declined approximately 10.2% to $269 billion in 2011. In addition, the overall age of the U.S. housing stock, increased focus on making homes more energy efficient, rising home prices and availability of consumer capital at low interest rates are expected to drive long-term growth in repair and remodeling expenditures. HIRI estimates that total U.S. sales of home maintenance, repair and improvement products will grow at a compounded annual rate of 5.1% from 2011 through 2016.


Our Competitive Strengths

              We believe the following key competitive strengths have contributed to our success and will enable us to execute our growth strategy:

              Leadership Positions in Wood Products Manufacturing and Building Materials Distribution on a National Scale

              We are one of the leading manufacturers in the North American wood products industry. We are the second largest producer of EWP and plywood in North America and we are the largest producer of plywood in the Western United States. From 2005 to 2011, our sales of LVL and I-joist per North American housing start increased by 65% and 30%, respectively. We have positioned ourselves to take advantage of improving demand in our core markets by expanding our EWP and plywood capacity through capital investments in low-cost, internal veneer manufacturing. Our Wood Products segment operates a highly-integrated national network of 17 manufacturing facilities that are well-maintained and cost-efficient as a result of continued capital improvements. We believe we are better able to serve our customers because our Wood Products business is vertically-integrated with our Building Materials Distribution business.

              We are one of the largest national stocking wholesale distributors of building materials in the United States and we believe we offer one of the broadest product lines in the industry. From 2005 to 2011, we nearly doubled our sales per U.S. housing start in our Building Materials Distribution segment. We have a national platform of 31 strategically-located distribution facilities, which supply products to all major markets in the United States and provide us with significant scale and capacity relative to most of our competitors. We also have one truss manufacturing plant in Maine. Our broad geographic presence reduces our exposure to market factors in any single region. We have developed

 

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and maintain long-standing relationships with our customer segments, including retail lumberyards, home improvement centers and industrial converters. We believe that our strong and diverse customer relationships and support from leading industry manufacturers will enable us to capture additional market share as demand for building products improves.

              Strongly Situated to Serve our Customers with Vertically-Integrated Manufacturing and Distribution Operations

              We believe that we are the only large-scale manufacturer of plywood and EWP in North America that is vertically-integrated from log procurement through distribution. The integration of our manufacturing and distribution operations allows us to make procurement, manufacturing, veneer merchandising and marketing decisions that reduce our manufacturing and supply chain costs and allow us to more effectively control quality and working capital. Furthermore, our vertically-integrated operations combined with our national distribution network significantly enhance our ability to assure product supply for our end customers. We believe our vertical integration was an important factor in our ability to increase market share during the recent housing downturn.

              Low-Cost Manufacturing and Distribution Footprint Supported by Significant Capital Investments

              We believe that we have a highly competitive asset base across both of our operating segments, in part because we continued to strategically invest through the housing downturn. We operate the two largest EWP facilities in North America. Our large-scale EWP production facilities are integrated with our nearby plywood operations to optimize our veneer utilization, which we believe helps position us as a competitive manufacturer in the growing EWP business. In the past three years, we completed a number of initiatives in our Wood Products segment that strengthened our asset base and enhanced our operating performance. In our plywood and veneer operations, we reduced costs by reducing headcount and closing three facilities in Western Oregon. At the same time, we installed two new large-scale, state-of-the-art dryers at our Medford, Oregon plywood facility. In our EWP operations, we executed significant operational improvements to take advantage of additional low-cost, internal veneer production at our plywood facilities.

              We believe that our plywood facilities in Kettle Falls, Washington and Elgin, Oregon are among the lowest cost Douglas fir plywood producers in North America. In the active timberland markets in which we operate, our manufacturing facilities are clustered to enable us to efficiently utilize fiber resources and to shift production depending on demand. We believe we are the only manufacturer in the inland Pacific Northwest with the integrated primary and secondary facilities necessary to process all softwood species.

              We have continued to execute our strategic growth initiatives in our Building Materials Distribution segment, opportunistically acquiring facilities, starting a new facility in South Florida and significantly expanding six of our existing facilities. Since 2005, we have increased our covered warehouse space by over 65% and have more than doubled our outdoor storage acreage.

              Well-Positioned for Growth as the Housing Market Recovers

              Our vertically-integrated operations are well-positioned to serve our customers and take advantage of the recovery that we believe is underway in the U.S. housing market. From 2005 to 2011, we invested $270 million (excluding acquisitions) to upgrade and maintain our facilities. We expect to make further capital investments in cost and operational improvements, primarily related to internal veneer production, which will further leverage our competitive position and allow us to capture growth opportunities. Additionally we have substantial unused capacity in our EWP operations. For the LTM period, we operated our EWP facilities at approximately 50% of LVL press capacity.

              We believe that our Building Materials Distribution facilities enable us to support a considerable ramp-up in housing starts with no significant requirement for new capacity and will allow

 

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us to double our sales without increasing our existing footprint. Our excess capacity will provide us with substantial operating leverage as demand recovers.

              Additionally, our strong balance sheet, significant liquidity and our access to the capital markets as a public company will provide us ample flexibility to take advantage of future market opportunities. As of September 30, 2012, we had total liquidity of $483.8 million, consisting of $224.4 million of cash and cash equivalents and $259.4 million of availability under our revolving credit facility.

              Experienced Management Team and Principal Equityholder

              Madison Dearborn Partners, LLC ("Madison Dearborn") has a long and successful track record of investing in manufacturing and distribution businesses. Our senior management team has a track record of financial and operational excellence in the forest products industry in both favorable and challenging market conditions. Our senior management team has an average of approximately 30 years of experience in forest products manufacturing and building materials distribution. We will establish a new management equity incentive plan so that we can align management's compensation with our financial performance. See "Executive Compensation—2013 Equity Incentive Plan."


Our Business Strategy

              We intend to capitalize on our strong market position in wood products manufacturing and building materials distribution to increase revenues and profits and maximize cash flow as the U.S. housing market recovers. We seek to achieve this objective by executing on the following strategies:

              Grow our Wood Products Segment Operations with a Focus on Expanding our Market Position in EWP

              From 2005 to 2011, despite experiencing a significant downturn in the U.S. housing sector, we increased our LVL and I-joist sales-per-housing start in North America by 65% and 30%, respectively. We will further expand our market position in EWP by continuing to focus on our large-scale manufacturing position, comprehensive customer service, design support capabilities and efficient distribution network. We have positioned ourselves to take advantage of expected increases in the demand for EWP per housing start by expanding our capacity through capital investments in low-cost, internal veneer manufacturing. We have also developed strategic relationships with third-party veneer suppliers to support additional EWP production as needed. Additionally, we intend to grow our Wood Products business through strategic acquisitions that are a compelling fit with our existing operations.

      Grow Market Share in our Building Materials Distribution Segment

              We intend to grow our Building Materials Distribution business in existing markets by adding products and services to better serve our customers. For example, we have added cedar board inventory and door shops in additional locations. We also plan to opportunistically expand our Building Materials Distribution business into adjacent geographies that we currently serve using off-site storage arrangements or longer truck routes. Sales in our Building Materials Distribution segment are strongly correlated with new residential construction in the United States. Measured on a sales-per-housing-start basis, our Building Materials Distribution business has grown significantly from 2005 to 2011, with penetration increasing from $1,476 to $2,923, or approximately 98%, per U.S. housing start. In the future, we will continue to grow our Building Materials Distribution business by opportunistically acquiring facilities, adding new products, opening new locations, relocating and expanding capacity at existing facilities and capturing local market share through our superior supply chain capabilities and customer service.

 

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      Further Differentiate our Products and Services to Capture Market Share

              We seek to continue to differentiate ourselves from our competitors by providing a broad line of high-quality products and superior customer service. Throughout the housing downturn, we believe we have grown market share by strengthening relationships with our customers by stocking sufficient inventory and retaining our primary sales team. Our Building Materials Distribution segment's highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital. Our national distribution and manufacturing integration system differentiates us from most of our competitors and is critical to servicing leading wholesalers, home improvement centers, retail lumberyards and industrial converters. Additionally, this system allows us to procure product more efficiently and to develop and maintain stronger relationships with our vendors. Because of these relationships and our national presence, many of our vendors have offered us favorable pricing and provide us with enhanced product introductions and ongoing marketing support.

      Continue to Improve our Competitiveness through Operational Excellence

              We use a disciplined cost management approach to maximize our competitiveness without sacrificing our ability to react to future growth opportunities. Additionally, we have made capital investments and process improvements in certain facilities, which have enabled us to close or divest five manufacturing facilities during the housing downturn without any adverse impact on our production capacity. These capital investments and process improvements have decreased our production costs and allowed us to produce lower-cost, higher-quality veneers. Beginning in 2009, we adopted a data-driven process improvement program to further strengthen our manufacturing operations. Because of the significant gains we continue to see from this program, we believe there are opportunities to apply similar techniques and methods to different functional areas (including sales and marketing) to realize efficiencies in those areas.


Recent Developments

              On October 15, 2012, we redeemed $75.0 million of our senior subordinated notes. On October 22, 2012, we issued $250.0 million of 63/8% senior notes due 2020 and used a portion of the proceeds from such offering to fund the redemption of the remaining $144.6 million of our senior subordinated notes.


Principal Equityholder

              Our direct parent company, Boise Cascade Holdings, L.L.C. ("BC Holdings"), is controlled by Forest Products Holdings, L.L.C. ("FPH"), an entity controlled by an investment fund managed by Madison Dearborn. Madison Dearborn, based in Chicago, is an experienced private equity investment firm that has raised over $18 billion of capital. Since its formation in 1992, Madison Dearborn's investment funds have invested in approximately 125 companies across a broad spectrum of industries, including basic industries; business and government services; consumer; financial services; healthcare; and telecom, media and technology services. Madison Dearborn's objective is to invest in companies with strong competitive characteristics that it believes have the potential for significant long-term equity appreciation. To achieve this objective, Madison Dearborn seeks to partner with outstanding management teams that have a solid understanding of their businesses as well as track records of building stockholder value.


Conversion into a Delaware Corporation

              Prior to the consummation of this offering, we will convert from a Delaware limited liability company into a Delaware corporation by filing a certificate of conversion in Delaware.

 

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Corporate Information

              We were formed under the name Boise Cascade, L.L.C., a Delaware limited liability company, in October 2004 in connection with our acquisition of OfficeMax's forest products and paper assets. Prior to the consummation of the offering, we will effect our conversion into a Delaware corporation and become Boise Cascade Company. Our principal executive offices are located at 1111 West Jefferson Street, Suite 300, Boise, Idaho 83702. Our telephone number at that location is (208) 384-6161. Our website address is www.bc.com. The reference to our website is a textual reference only. We do not incorporate the information on our website into this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus.

              Our key registered trademarks include BOISE CASCADE® and the TREE-IN-A-CIRCLE® logo. This prospectus also refers to the products or services of other companies by the trademarks and trade names used and owned by those companies.


Risk Factors

              Investing in our common stock involves substantial risk. You should carefully consider all of the information in this prospectus prior to investing in our common stock, including the information described under "Risk Factors" elsewhere in this prospectus. Among these important risks are the following:

    the commodity nature of our products and their price movements, which are driven largely by capacity utilization rates and industry cycles that affect supply and demand;

    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, 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; and

    the impact of actuarial assumptions and regulatory activity on pension costs and pension funding requirements.

 

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The Offering

Common stock offered                     shares

Common stock to be outstanding immediately after this offering

 

                  shares

Option to purchase additional shares

 

We have agreed to allow the underwriters to purchase up to an additional              shares from us, at the public offering price, less the underwriting discount, within 30 days of the date of this prospectus.

Use of proceeds

 

We estimate that the net proceeds from this offering will be approximately $              million, or approximately $              million if the underwriters exercise their option to purchase additional shares in full, assuming an initial public offering price of $              per share, which is the midpoint of the price range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We expect to use substantially all of the net proceeds from this offering for general corporate purposes. We have not allocated the net proceeds from this offering for any specific purpose at this time. See "Use of Proceeds."

Dividend policy

 

Boise Cascade does not plan to pay dividends on its common stock. The declaration and payment of all future dividends, if any, will be at the discretion of our board of directors and will depend upon our financial condition, earnings, contractual conditions, restrictions imposed by our revolving credit facility and the indenture governing our senior notes or applicable laws and other factors that our board of directors may deem relevant. See "Dividend Policy."

Proposed New York Stock Exchange symbol

 

We intend to apply to list our common stock on the New York Stock Exchange ("NYSE") under the symbol "BCC."

              Unless otherwise indicated, all information in this prospectus relating to the number of shares of common stock to be outstanding immediately after this offering:

    gives effect to the completion of the conversion of Boise Cascade, L.L.C. into Boise Cascade Company prior to the completion of this offering as described in "—Conversion into a Delaware Corporation;"

    assumes the effectiveness of our Delaware amended and restated certificate of incorporation, which we will adopt in connection with the conversion discussed in the immediately prior bullet point;

    assumes (i) no exercise by the underwriters of their option to purchase up to                        additional shares from us; and (ii) an initial public offering price of $            per share, the midpoint of the initial public offering price range indicated on the cover of this prospectus; and

    excludes an aggregate of                        shares of our common stock reserved for issuance under the new management equity incentive plan we intend to adopt in connection with this offering (the "2013 Equity Incentive Plan").

 

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

              The following tables set forth our summary consolidated historical and pro forma financial data. You should read the information set forth below in conjunction with "Use of Proceeds," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated historical financial statements and notes thereto included elsewhere in this prospectus. The statement of income (loss) data for each of the years ended December 31, 2009, 2010 and 2011 and the balance sheet data as of December 31, 2010 and 2011 set forth below are derived from our audited consolidated financial statements included elsewhere in this prospectus. The statements of income (loss) data for each of the nine-month periods ended September 30, 2011 and 2012 and the balance sheet data as of September 30, 2012 set forth below are derived from our unaudited quarterly consolidated financial statements included elsewhere in this prospectus and contain all adjustments, consisting of normal recurring adjustments, that management considers necessary for a fair presentation of our financial position and results of operations for the periods presented. Operating results for the nine-month periods are not necessarily indicative of results for a full financial year, or any other periods. See "Index to Consolidated Financial Statements."

 
  Year Ended December 31   Nine Months
Ended September 30
 
 
  2009   2010   2011   2011   2012  
 
  (in thousands, except per share data)
 

Statement of Income (Loss) Data:

                               

Sales

  $ 1,973,250   $ 2,240,591   $ 2,248,088   $ 1,700,646   $ 2,084,482  

Costs and expenses(1)

    2,056,699     2,253,753     2,275,134     1,718,616     2,029,956  
                       

Income (loss) from operations

    (83,449 )   (13,162 )   (27,046 )   (17,970 )   54,526  

Foreign exchange gain (loss)

    1,025     352     (497 )   (596 )   125  

Change in fair value of contingent value rights(2)

    194                  

Gain on repurchase of long-term debt(3)

    6,026     28              

Interest expense

    (22,520 )   (21,005 )   (18,987 )   (14,174 )   (14,471 )

Interest income

    886     790     407     314     281  
                       

    (14,389 )   (19,835 )   (19,077 )   (14,456 )   (14,065 )
                       

Income (loss) before income taxes

    (97,838 )   (32,997 )   (46,123 )   (32,426 )   40,461  

Income tax provision

    (660 )   (300 )   (240 )   (146 )   (243 )
                       

Net income (loss)

  $ (98,498 ) $ (33,297 ) $ (46,363 ) $ (32,572 ) $ 40,218  
                       

Pro forma net income (loss) per share(4)

              $           $    
                             

Pro forma weighted average shares outstanding(4)

                               

 

 
  Year Ended December 31   Nine Months
Ended September 30
 
 
  2009   2010   2011   2011   2012  
 
  (in thousands)
 

Other Financial Data:

                               

Depreciation and amortization

  $ 40,874   $ 34,899   $ 37,022   $ 27,500   $ 24,918  

Capital expenditures(5)

    21,404     35,751     39,319     31,081     20,037  

EBITDA(6)

    (35,330 )   22,117     9,479     8,934     79,569  

Adjusted EBITDA(6)

    (41,550 )   17,476     9,479     8,934     79,569  

 

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  September 30, 2012  
 
  Actual   As Adjusted(7)   As Further
Adjusted(8)
 
 
  (in thousands)
 

Balance Sheet Data:

                   

Cash and cash equivalents

  $ 224,418   $ 45,656   $    

Total current assets

    729,143     550,381        

Property and equipment, net

    263,671     263,671        

Total assets

    1,031,470     856,641        

Total debt

    219,560     275,000        

Total capital

    326,210     98,613        

(1)
In 2009, costs and expenses include $8.9 million of expenses related to a facility closure, of which $3.7 million was included in EBITDA and $5.2 million was accelerated depreciation recorded in depreciation and amortization. In 2010, costs and expenses include $4.6 million of income associated with receiving proceeds from a litigation settlement related to vendor product pricing. In 2011, costs and expenses include $3.8 million of expense related to the closure of a laminated beam plant and noncash asset write-downs, of which $2.9 million was included in the first nine months of 2011.

(2)
Represents the change in fair value of contingent value rights issued in connection with the sale of our Paper and Packaging & Newsprint assets in 2008.

(3)
Represents gain on the repurchase of $11.9 million and $8.6 million of our senior subordinated notes in 2009 and 2010, respectively.

(4)
Both pro forma net income (loss) per share and pro forma weighted shares outstanding give effect to our conversion from a limited liability company to a corporation and to the issuance of shares in this offering. The pro forma results of our being treated as a corporation had no impact on net income (loss) for the pro forma nine months ended September 30, 2012 and the pro forma year ended December 31, 2011, primarily as a result of placing a full valuation allowance on the tax benefits associated with the 2011 net operating losses. The pretax income for the nine months ended September 30, 2012 would not have resulted in an adjustment to our income tax provision due to the utilization of the net operating losses carried forward from 2011. In addition, due to its non-recurring nature, the pro forma presentation does not reflect the recognition of a net deferred tax liability of approximately $4.0 million, net of deferred tax assets and related valuation allowances, related to our tax status conversion from a limited liability company to a corporation prior to the consummation of this offering. Following the offering, our effective tax rate is expected to be higher than in historical periods based on U.S. federal and state income tax rates applicable to a corporation and because we will not be able to utilize the net operating losses incurred while we were a limited liability company. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Taxation." Earnings per common share is not applicable to historical periods, as there were no shares of common stock outstanding during these periods.

(5)
For 2009, includes $0.9 million of cash paid for the purchase of a truss assembly operation and EWP sales office in Saco and Biddeford, Maine, respectively, and $3.7 million of cash paid for the purchase of a sawmill in Pilot Rock, Oregon. For 2011, includes $5.8 million of cash paid for the acquisition of a laminated beam and decking manufacturing plant in Homedale, Idaho. For the first nine months of 2012, includes $2.4 million of cash paid for the February 2012 acquisition of a sawmill in Arden, Washington.

(6)
EBITDA is defined as income (loss) before interest (interest expense and interest income), income taxes and depreciation and amortization. EBITDA is the primary measure used by our

 

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      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.
      Adjusted EBITDA is defined as EBITDA before unusual items, including the change in fair value of contingent value rights issued in connection with the sale of our Paper and Packaging & Newsprint assets, a gain on the repurchase of long-term debt and a litigation gain.

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

 
  Year Ended December 31   Nine Months
Ended
September 30
 
 
  2009   2010   2011   2011   2012  
 
  (in millions)
 

Net income (loss)

  $ (98.5 ) $ (33.3 ) $ (46.4 ) $ (32.6 ) $ 40.2  

Interest expense

    22.5     21.0     19.0     14.2     14.5  

Interest income

    (0.9 )   (0.8 )   (0.4 )   (0.3 )   (0.3 )

Income tax provision

    0.7     0.3     0.2     0.1     0.2  

Depreciation and amortization

    40.9     34.9     37.0     27.5     24.9  
                       

EBITDA

  $ (35.3 ) $ 22.1   $ 9.5   $ 8.9   $ 79.6  

Change in fair value of contingent value rights(a)

    (0.2 )                

Gain on repurchase of long-term debt(b)

    (6.0 )   (0.0 )            

Litigation gain(c)

        (4.6 )            
                       

Adjusted EBITDA

  $ (41.6 ) $ 17.5   $ 9.5   $ 8.9   $ 79.6  
                       

(a)
See Note (2) above.

(b)
See Note (3) above.

(c)
See Note (1) above.

 

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(7)
The balance sheet data, as adjusted, gives effect to (i) our redemption of $75.0 million of our senior subordinated notes on October 15, 2012; (ii) our issuance of $250.0 million of senior notes on October 22, 2012 and our redemption of our remaining $144.6 million of senior subordinated notes with a portion of the related proceeds; and (iii) our payment of a $225.0 million cash distribution to BC Holdings prior to the consummation of this offering and a $25.0 million repayment on our revolving credit facility, which we anticipate will be required to comply with the related covenant in the indenture governing our senior notes in connection with making the distribution. In addition, the balance sheet data, as adjusted, gives effect to the write-off of deferred financing costs of $1.5 million and payment of $3.7 million of interest related to the redemption of our senior subordinated notes, as well as the deferral of $5.5 million in financing costs on the offering of our senior notes.

(8)
The balance sheet data, as further adjusted, gives further effect to our conversion from a limited liability company to a corporation and our issuance and sale of        shares of common stock in this offering at an assumed initial public offering price of $            per share, which is the midpoint of the price range listed on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

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RISK FACTORS

              Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before investing in our common stock. Any of the following risks could materially and adversely affect our business, financial condition and results of operations. In such case, you may lose all or part of your original investment.

Risks Relating to Our Business

Many of the products we manufacture or purchase and resell are commodities whose price is determined by the market's supply and demand for such products, and the markets in which we operate are cyclical and competitive. The depressed state of the housing, construction and home improvement markets could continue to adversely affect demand and pricing for our products.

              Many of the building products we produce or distribute, including OSB, plywood, lumber and particleboard, are commodities that are widely available from other manufacturers or distributors with prices and volumes determined frequently in an auction market based on participants' perceptions of short-term supply and demand factors. At times, the price for any one or more of the products we produce may fall below our cash production costs, requiring us to either incur short-term losses on product sales or cease production at one or more of our manufacturing facilities. Therefore, our profitability with respect to these commodity products depends, in significant part, on managing our cost structure, particularly raw materials and labor, which represent the largest components of our operating costs. Commodity wood product prices could be volatile in response to operating rates and inventory levels in various distribution channels. Commodity price volatility affects our distribution business, with falling price environments generally causing reduced revenues and margins, resulting in substantial declines in profitability and possible net losses.

              Historically, demand for the products we manufacture, as well as the products we purchase and distribute, has been closely correlated with new residential construction in the United States and, to a lesser extent, light commercial construction and residential repair and remodeling activity. New residential construction activity remained substantially below average historical levels during the first nine months of 2012 and so did demand for the products we manufacture and distribute. There is significant uncertainty regarding the timing and extent of any recovery in such construction activity and resulting product demand levels. Demand for new residential construction is influenced by seasonal weather factors, mortgage availability and rates, unemployment levels, household formation rates, domestic population growth, immigration rates, residential vacancy and foreclosure rates, demand for second homes, existing home prices, consumer confidence and other general economic factors.

              Wood products industry supply is influenced primarily by price-induced changes in the operating rates of existing facilities but is also influenced over time by the introduction of new product technologies, capacity additions and closures, restart of idled capacity and log availability. The balance of wood products supply and demand in the United States is also heavily influenced by imported products, principally from Canada.

              We have very limited control of the foregoing and as a result, our profitability and cash flow may fluctuate materially in response to changes in the supply and demand balance for our primary products.

Our industry is highly competitive. If we are unable to compete effectively, our sales, operating results and growth strategies could be negatively affected.

              The building products distribution industry that our Building Materials Distribution segment competes in is highly fragmented and competitive and the barriers to entry for local competitors are relatively low. Competitive factors in our industry include pricing and availability of product, service

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and delivery capabilities, ability to assist customers with problem solving, customer relationships, geographic coverage and breadth of product offerings. Also, financial stability is important to suppliers and customers in choosing distributors and allows for more favorable terms on which to obtain products from suppliers and sell products to customers. If our financial condition deteriorates in the future, our support from suppliers may be negatively impacted.

              The markets for the products we manufacture in our Wood Products segment are also highly competitive. Our competitors range from very large, fully integrated forest and building products firms to smaller firms that may manufacture only one or a few types of products. We also compete less directly with firms that manufacture substitutes for wood building products. Certain mills operated by our competitors may be lower-cost manufacturers than the mills operated by us.

              Some of our competitors are larger companies and, therefore, have access to greater financial and other resources than we do. These resources may afford those competitors greater purchasing power, increased financial flexibility and more capital resources for expansion and improvement, which may enable those competitors to compete more effectively than we can.

Our manufacturing businesses may have difficulty obtaining logs and fiber at favorable prices or at all.

              Wood fiber is our principal raw material, which accounted for approximately 38% of the aggregate amount of materials, labor and other operating expenses, including from related parties, for our Wood Products segment in 2011. Wood fiber is a commodity and prices have been cyclical historically in response to changes in domestic and foreign demand and supply. Foreign demand for log exports, particularly from China, increased log costs in the western U.S. in 2010 and 2011 and negatively affected wood products manufacturers in the region. Sustained periods of high log costs may impair the cost competitiveness of our manufacturing facilities. Availability of residual wood fiber for our particleboard operation has been negatively affected by significant mill closures and curtailments that have occurred among solid-wood product manufacturers. Future development of wood cellulose biofuel or other new sources of wood fiber demand could interfere with our ability to source wood fiber or significantly raise our costs.

              Future domestic or foreign legislation and litigation concerning the use of timberlands, timber harvest methodologies, forest road construction and maintenance, the protection of endangered species, forest-based carbon sequestration, the promotion of forest health and the response to and prevention of catastrophic wildfires can also affect log and fiber supply from government and private lands. Availability of harvested logs and fiber may be further limited by fire, insect infestation, disease, ice storms, windstorms, hurricanes, flooding and other natural and man-made causes, thereby reducing supply and increasing prices.

Significant changes in discount rates, actual investment return on pension assets and other factors could affect our earnings, equity and pension contributions in future periods.

              Our earnings may be negatively affected by the amount of income or expense we record for our pension plans. GAAP requires that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions relating to financial market and other economic conditions. Changes in key economic indicators can change the assumptions. The most significant year-end assumptions used to estimate pension expense are the discount rate and the expected long-term rate of return on plan assets. In addition, we are required to make an annual measurement of plan assets and liabilities, which may result in a significant change to equity through a reduction or increase to "Accumulated other comprehensive income (loss)." A decline in the market value of the pension assets will increase our funding requirements. Our pension plan liabilities are sensitive to changes in interest rates. As interest rates decrease, the liabilities increase, potentially increasing benefit costs and funding requirements. Changes in demographics, including increased numbers of

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retirements or changes in life expectancy assumptions, may also increase the funding requirements of the obligations related to the pension plans. At December 31, 2011, the net underfunded status of our defined benefit pension plans was $187.9 million. If the status of our defined benefit plans continues to be underfunded, we anticipate significant future funding obligations, reducing the cash available for our business. For more discussion regarding how our financial statements can be affected by pension plan estimates, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Pensions."

A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales and/or negatively affect our financial results.

              Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including but not limited to:

    equipment failure, particularly a press at one of our major EWP production facilities;

    fires, floods, earthquakes, hurricanes or other catastrophes;

    unscheduled maintenance outages;

    utility and transportation infrastructure disruptions;

    labor difficulties;

    other operational problems; or

    ecoterrorism or threats of ecoterrorism.

              Any downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned capital expenditures. If our machines or facilities were to incur significant downtime, our ability to satisfy customer requirements would be impaired, resulting in lower sales and net income.

              In addition, a number of our suppliers are subject to the manufacturing facility disruption risks noted above. Our suppliers' inability to produce the necessary raw materials for our manufacturing processes or supply the finished goods that we distribute through our Building Materials Distribution segment may adversely impact our results of operations, cash flows and financial position.

Adverse conditions may increase the credit risk from our customers.

              Our Building Materials Distribution and Wood Products segments extend credit to numerous customers who are heavily exposed to the effects of downturns in the housing market. Unfavorable housing market conditions could result in financial failures of one or more of our significant customers, which could impair our ability to fully collect receivables from such customers and negatively affect our operating results, cash flow and liquidity.

A significant portion of our sales are concentrated with a relatively small number of customers.

              For the LTM period, our top ten customers represented approximately 31% of sales, with one customer accounting for approximately 11% of sales during such period. Although we believe that our relationships with our customers are strong, the loss of one or more of these customers could have a material adverse effect on our operating results, cash flow and liquidity.

Our ability to service our indebtedness or to fund our other liquidity needs is subject to various risks.

              Our ability to make scheduled payments on our indebtedness and fund other liquidity needs depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors, including the

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availability of financing in the banking and capital markets as well as the other risks described herein. In particular, demand for our products correlates to a significant degree to the level of residential construction activity in North America, which historically has been characterized by significant cyclicality. Over the last several years, housing starts remained below historical levels. This reduced level of building was caused, in part, by an increase in the inventory of homes for sale, a more restrictive mortgage market and a slowed economy. There can be no assurance as to when or if the housing market will rebound to historical levels. We have experienced significant losses from operations and used significant cash for operating activities in recent periods.

              We cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt or to fund our other liquidity needs. If we are unable to service our debt obligations or to fund our other liquidity needs, we could be forced to curtail our operations, reorganize our capital structure, or liquidate some or all of our assets.

We are subject to environmental regulation and environmental compliance expenditures, as well as other potential environmental liabilities.

              Our businesses are subject to a wide range of general and industry-specific environmental laws and regulations, particularly with respect to air emissions, wastewater discharges, solid and hazardous waste management and site remediation. Enactment of new environmental laws or regulations, including those aimed at addressing greenhouse gas emissions, or changes in existing laws or regulations might require significant expenditures or restrict operations.

              The Environmental Protection Agency (the "EPA") has recently promulgated a series of four regulations commonly referred to collectively as Boiler MACT, which are intended to regulate the emission of hazardous air pollutants from industrial boilers. At the time it announced the final promulgation of the regulations, the EPA also announced that it planned to reconsider portions of the regulations and has recently taken steps to initiate such reconsideration. In December 2011, the EPA published its re-proposed rules and we are currently evaluating the potential impact of the re-proposed rules on our business. If the Boiler MACT rules are finalized as re-proposed, we believe the new rules would be less costly for us to implement than the current rules. The EPA has yet to finalize the new Boiler MACT rules. Once final, considerable uncertainty will still exist, as there will likely be legal challenges to the final rules from industry and/or environmental organizations. Notwithstanding that uncertainty, we are proceeding with efforts to analyze the applicability and requirements of the regulations, as recently re-proposed and the likely capital and operating costs required to comply. At this time, we cannot accurately forecast the capital or operating cost changes that may result from compliance with the regulations.

              As an owner and operator of real estate, we may be liable under environmental laws for the cleanup of past and present spills and releases of hazardous or toxic substances on or from our properties and operations. We could be found liable under these laws whether or not we knew of, or were responsible for, the presence of such substances. In some cases, this liability may exceed the value of the property itself.

              We may be unable to generate funds or other sources of liquidity and capital to fund unforeseen environmental liabilities or expenditures. For additional information on how environmental regulation and compliance affects our business, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Environmental."

Labor disruptions or increased labor costs could adversely affect our business.

              As of September 30, 2012, we had approximately 4,470 employees. Approximately 30% of these employees work pursuant to collective bargaining agreements. As of September 30, 2012, we had ten

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collective bargaining agreements. One agreement, covering 359 employees at our facility in Florien, Louisiana and 262 employees at our facility in Oakdale, Louisiana, is set to expire on July 15, 2013. If these agreements are not renewed or extended upon their expiration, we could experience a material labor disruption or significantly increased labor costs, which could prevent us from meeting customer demand or reduce our sales and profitability.

Should the markets for our products deteriorate or should we decide to invest capital differently or should other cash flow assumptions change, it is possible that we will be required to record noncash impairment charges in the future that could have a material impact on our results of operations.

              We review the carrying value of long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Should the markets for our products deteriorate or should we decide to invest capital differently or should other cash flow assumptions change, it is possible that we will be required to record noncash impairment charges in the future that could have a material impact on our results of operations.

The terms of our revolving credit facility and the indenture governing our senior notes restrict, and covenants contained in agreements governing indebtedness in the future may restrict, our ability to operate our business and to pursue our business strategies.

              Our revolving credit facility and the indenture governing our senior notes contain, and any future indebtedness of ours may contain, a number of restrictive covenants that impose customary operating and financial restrictions on us. Our revolving credit facility and the indenture governing our senior notes limit our ability and the ability of our restricted subsidiaries, among other things, to:

    incur additional debt;

    declare or pay dividends, redeem stock or make other distributions to stockholders;

    make investments;

    create liens or use assets as security in other transactions;

    merger or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;

    enter into transactions with affiliates;

    sell or transfer certain assets; and

    make prepayments on our senior notes and subordinated indebtedness.

              In addition, our revolving credit facility provides that if an event of default occurs or excess availability under our revolving credit facility drops below a threshold amount equal to the greater of 12.5% of the aggregate commitments under our revolving credit facility and $31.25 million (and until such time as excess availability for two consecutive fiscal months exceeds that threshold amount and no event of default has occurred and is continuing), we will be required to maintain a monthly minimum fixed coverage charge ratio of 1.0:1.0, determined on a trailing twelve-months' basis.

              Our failure to comply with any of these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness.

We may be unable to attract and retain key management and other key employees.

              Our employees, particularly our key management, are vital to our success and difficult to replace. We may be unable to retain them or to attract other highly qualified employees, particularly if we do not offer employment terms competitive with the rest of the market. Failure to attract and retain highly qualified employees, or failure to develop and implement a viable succession plan, could result in inadequate depth of institutional knowledge or skill sets, adversely affecting our business.

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As a result of the sale of our Paper and Packaging & Newsprint assets, we now rely on Boise Inc. for many of our administrative services.

              In conjunction with the sale of our Paper and Packaging & Newsprint assets in 2008, we entered into an Outsourcing Services Agreement under which Boise Inc. provides a number of corporate staff services to us at cost. These services include information technology, accounting and human resource transactional services. Most of the Boise Inc. staff that provides these services are providing the same services they provided when they were our employees. Nevertheless, we cannot be assured that these employees will remain with Boise Inc. or that there will not be a disruption in the continuity or level of service provided. If Boise Inc. is unwilling or unable to provide services at the same quality levels as those services have been provided in the past, our business and compliance activities and results of operations could be substantially and negatively affected.

Risks Relating to Ownership of Our Common Stock

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity to sell our common stock at prices equal to or greater than the price you paid in this offering.

              Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the NYSE or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering price for the common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price you paid in this offering, or at all.

The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.

              Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for them. The market price for our common stock could fluctuate significantly for various reasons, including:

    our operating and financial performance and prospects;

    our quarterly or annual earnings or those of other companies in our industry;

    the public's reaction to our press releases, our other public announcements and our filings with the SEC;

    changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common stock or the stock of other companies in our industry;

    the failure of research analysts to cover our common stock;

    general economic, industry and market conditions;

    strategic actions by us, our customers or our competitors, such as acquisitions or restructurings;

    new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

    changes in accounting standards, policies, guidance, interpretations or principles;

    material litigation or government investigations;

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    changes in general conditions in the U.S. and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events;

    changes in key personnel;

    sales of common stock by us, our principal stockholder or members of our management team;

    termination of lock-up agreements with our management team and principal stockholder;

    the granting or exercise of employee stock options;

    volume of trading in our common stock; and

    the impact of the facts described elsewhere in "Risk Factors."

              In addition, in recent years, the stock market has regularly experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with us and these fluctuations could materially reduce our share price.

The requirements of being a public company will increase certain of our costs and require significant management focus.

              As a public company, our legal, accounting and other expenses associated with compliance-related and other activities will increase. For example, in connection with this offering, we will create new board committees and appoint one or more independent directors to comply with the corporate governance requirements of the NYSE. Costs to obtain director and officer liability insurance will contribute to our increased costs. As a result of the associated liability, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in governance and reporting requirements, which could further increase our compliance costs.

We are exempt from certain corporate governance requirements since we are a "controlled company" within the meaning of the NYSE rules and, as a result, you will not have the protections afforded by these corporate governance requirements.

              Following the consummation of this offering, BC Holdings will hold a majority of our common stock. Madison Dearborn, through one of its investment funds, is BC Holdings' principal equityholder. As a result of the completion of this offering, we will be considered a "controlled company" for the purposes of the NYSE listing requirements. Under these rules, a company of which more than 50% of the voting power is held by a group is a "controlled company" and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that our board of directors, our Compensation Committee and our Corporate Governance and Nominating Committee meet the standard of independence established by those corporate governance requirements. The NYSE independence standards are intended to ensure that directors who meet the independence standard are free of any conflicting interest that could influence their actions as directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE's corporate governance requirements.

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Our majority stockholder will have the ability to control significant corporate activities after the completion of this offering and our majority stockholder's interests may not coincide with yours.

              After the consummation of this offering, BC Holdings will beneficially own approximately                        % of our common stock, assuming the underwriters do not exercise their option to purchase additional shares. If the underwriters exercise in full their option to purchase additional shares, BC Holdings will beneficially own approximately        % of our common stock. As a result of its ownership, BC Holdings (and Madison Dearborn as its indirect controlling equityholder), so long as it holds a majority of our outstanding shares, will have the ability to control the outcome of matters submitted to a vote of stockholders and, through our board of directors, the ability to control decision-making with respect to our business direction and policies.

              Matters over which Madison Dearborn will, directly or indirectly, exercise control following this offering include:

    election of directors;

    mergers and other business combination transactions, including proposed transactions that would result in our stockholders receiving a premium price for their shares;

    other acquisitions or dispositions of businesses or assets;

    incurrence of indebtedness and the issuance of equity securities;

    repurchase of stock and payment of dividends; and

    the issuance of shares to management under the 2013 Equity Incentive Plan.

              Even if BC Holdings' ownership of our shares falls below a majority, it may continue to be able to strongly influence or effectively control our decisions. In addition, BC Holdings will have a contractual right to designate a number of directors proportionate to its stock ownership. See "Certain Relationships and Related Party Transactions—Nomination of our Directors."

Conflicts of interest may arise because some of our directors are principals of our largest stockholder.

              Messrs. Mencoff, Norton and Soueleles, who are officers or employees of Madison Dearborn, serve on our board of directors. Madison Dearborn is the ultimate principal equityholder of BC Holdings, our majority stockholder (after giving effect to this offering). Madison Dearborn and entities controlled by it may hold equity interests in entities that directly or indirectly compete with us, and companies in which it currently invests may begin competing with us. As a result of these relationships, when conflicts between the interests of Madison Dearborn, on the one hand, and of other stockholders, on the other hand, arise, these directors may not be disinterested. Although our directors and officers have a duty of loyalty to us under Delaware law and our amended and restated certificate of incorporation that will be adopted in connection with this offering, transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as (1) the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors approves the transaction, (2) the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our stockholders and a majority of our disinterested stockholders approve the transaction or (3) the transaction is otherwise fair to us. Our amended and restated certificate of incorporation will also provide that Madison Dearborn and its representatives will not be required to offer any transaction opportunity of which they become aware to us and could take any such opportunity for themselves or offer it to other companies in which they have an investment, unless such opportunity is offered to them solely in their capacities as our directors.

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If you purchase shares of common stock sold in this offering, you will incur immediate and substantial dilution.

              If you purchase shares of common stock in this offering, you will incur immediate and substantial dilution in the amount of $            per share, because the assumed initial public offering price of $            , which is the midpoint of the price range listed on the cover page of this prospectus, is substantially higher than the pro forma net tangible book value per share of our outstanding common stock. This dilution is due in large part to the significant losses we incurred after BC Holdings' equityholders obtained their BC Holdings equity interests. In addition, you may also experience additional dilution upon future equity issuances or the exercise of stock options to purchase common stock granted to our employees, directors and consultants under our stock option and equity incentive plans. For additional information, see "Dilution."

We do not currently intend to pay dividends on our common stock following the offering.

              We do not anticipate paying any cash dividends on our common stock for the foreseeable future, other than the dividend that will be made to BC Holdings prior to the consummation of this offering. Instead, we intend to retain future earnings to fund our growth. In addition, our existing indebtedness restricts, and we anticipate our future indebtedness may restrict, our ability to pay dividends. Therefore, you may not receive a return on your investment in our common stock by receiving a payment of dividends. See "Dividend Policy."

              The issuer of common stock in this offering does not conduct any substantive operations and, as a result, its ability to pay dividends will be dependent upon the financial results and cash flows of its operating subsidiaries and the distribution or other payment of cash to it in the form of dividends or otherwise. The direct and indirect subsidiaries of the issuer are separate and distinct legal entities and have no obligation to make any funds available to the issuer.

Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

              Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. Upon completion of this offering, there will be                         shares of our common stock outstanding. Of these, the                        shares being sold in this offering (or                        shares if the underwriters exercise their option to purchase additional shares in full) will be freely tradable immediately after this offering (except for any shares purchased by affiliates, if any) and approximately                        shares may be sold upon expiration of lock-up agreements 180 days after the date of this prospectus (subject in some cases to volume limitations). All of our common stock, other than the shares sold in this offering, is owned by BC Holdings. Sales by BC Holdings of a substantial number of shares after this offering could significantly reduce the market price of our common stock. BC Holdings has the right to require us to register the shares of our common stock held by it pursuant to the terms of a registration rights agreement to be entered into in connection with the consummation of this offering.

              We also intend to register all common stock that we may issue under the 2013 Equity Incentive Plan, as described in "Executive Compensation—2013 Equity Incentive Plan." Effective upon the completion of this offering, an aggregate of                        shares of our common stock will be reserved for future issuance under the 2013 Equity Incentive Plan. Once we register these shares, which we plan to do shortly after the completion of this offering, they can be freely sold in the public market upon issuance, subject to the lock-up agreements referred to above. If a large number of these shares are sold in the public market, the sales could reduce the trading price of our common stock.

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We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.

              We cannot specify with any certainty the particular uses of the net proceeds that we will receive from our initial public offering. We will have broad discretion in the application of the net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our stockholders disagree. The failure by our management to apply these funds effectively could adversely affect our business and financial condition. Pending their use, we may invest the net proceeds from our initial public offering in a manner that does not produce income or that loses value. These investments may not yield a favorable return to our investors.

Our future operating results may fluctuate significantly and our current operating results may not be a good indication of our future performance. Fluctuations in our quarterly financial results could affect our stock price in the future.

              Our revenues and operating results have historically varied from period-to-period and we expect that they will continue to do so as a result of a number of factors, many of which are outside of our control. If our quarterly financial results or our predictions of future financial results fail to meet the expectations of securities analysts and investors, our stock price could be negatively affected. Any volatility in our quarterly financial results may make it more difficult for us to raise capital in the future or pursue acquisitions that involve issuances of our stock. Our operating results for prior periods many not be effective predictors of future performance.

              Factors associated with our industry, the operation of our business and the markets for our products may cause our quarterly financial results to fluctuate, including:

    the commodity nature of our products and their price movements, which are driven largely by capacity utilization rates and industry cycles that affect supply and demand;

    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, relative currency values, mortgage availability and pricing, as well as other consumer financing mechanisms, that ultimately affect demand for our products;

    the highly competitive nature of our industry;

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

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

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

    the financial condition and creditworthiness of our customers;

    concentration of our sales among a relatively small group or customers;

    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 and fund other liquidity needs;

    cost of compliance with government regulations, in particular environmental regulations;

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

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    impairment of our long-lived assets;

    attraction and retention of key management and other key employees;

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

    major equipment failure; and

    severe weather phenomena such as drought, hurricanes, tornadoes and fire.

              Any one of the factors above or the cumulative effect of some of the factors referred to above may result in significant fluctuations in our quarterly financial and other operating results, including fluctuations in our key metrics. The variability and unpredictability could result in our failing to meet our internal operating plan or the expectations of securities analysts or investors for any period. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our shares could fall substantially and we could face costly lawsuits, including securities class action suits.

Certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws may make it difficult for stockholders to change the composition of our board of directors and may discourage hostile takeover attempts that some of our stockholders may consider to be beneficial.

              In anticipation of this offering, Boise Cascade, L.L.C. will be converted from a limited liability company into a corporation and will adopt an amended and restated certificate of incorporation and amended and restated bylaws. Certain provisions of such amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing changes in control if our board of directors determines that such changes in control are not in the best interests of us and our stockholders. The provisions in such amended and restated certificate of incorporation and amended and restated bylaws will include, among other things, the following:

    a classified board of directors with three-year staggered terms;

    the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms, including preferences and voting rights, of those shares without stockholder approval;

    stockholder action can only be taken at a special or regular meeting and not by written consent following the time that BC Holdings ceases to beneficially own 50% or more of our common stock;

    advance notice procedures for nominating candidates to our board of directors or presenting matters at stockholder meetings;

    removal of directors only for cause;

    allowing only our board of directors to fill vacancies on our board of directors; and

    super-majority voting requirements to amend our amended and restated bylaws and certain provisions of our amended and restated certificate of incorporation.

              We will elect in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation's voting stock for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, we will not be subject to any anti-takeover effects of Section 203. However, our amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203, except that they will provide that both Madison Dearborn and any persons

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to whom a Madison Dearborn investment fund sells its common stock will be deemed to have been approved by our board of directors and thereby not subject to the restrictions set forth in our amended and restated certificate of incorporation that have the same effect as Section 203.

              While these provisions have the effect of encouraging persons seeking to acquire control of our company to negotiate with our board of directors, they could enable the board of directors to hinder or frustrate a transaction that some, or a majority, of the stockholders might believe to be in their best interests and, in that case, may prevent or discourage attempts to remove and replace incumbent directors.

              These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. For more information, see "Description of Capital Stock."

Any issuance of preferred stock could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.

              Upon completion of this offering, our board of directors will have the authority to issue preferred stock and to determine the preferences, limitations and relative rights of shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium over the market price, and adversely affect the market price and the voting and other rights of the holders of our common stock.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

              We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and therefore are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC's rules implementing Section 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff. Testing and maintaining internal control could divert our management's attention from other matters that are important to the operation of our business.

              Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting until the year following our first annual report required to be filed with the SEC. At such time, our independent registered public accounting firm may issue a report that is adverse, in the event it is not satisfied with the level at which our controls are documented, designed or operating. If we are unable to conclude that we have effective internal control over financial reporting, our independent registered public accounting firm is unable to provide us with an unqualified report as required by Section 404 or we are required to restate our financial statements, we may fail to meet our public reporting obligations and investors could lose

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confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

Our business and stock price may suffer as a result of our lack of public company operating experience. In addition, if securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

              We are a privately-held company. Our lack of recent public company operating experience may make it difficult to forecast and evaluate our future prospects. If we are unable to execute our business strategy, either as a result of our inability to effectively manage our business in a public company environment or for any other reason, our business, prospects, financial condition and results of operations may be harmed. In addition, as a new public company we do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

              Certain statements made in this prospectus contain forward-looking statements. Forward-looking statements are subject to risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include information concerning our future financial performance, business strategy, plans, goals and objectives.

              Statements preceded or followed by, or that otherwise include, the words "believes," "expects," "anticipates," "intends," "project," "estimates," "plans," "forecast," "is likely to" and similar expressions or future or conditional verbs such as "will," "may," "would," "should" and "could" are generally forward-looking in nature and not historical facts. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements.

              The following factors, among others, could cause our actual results, performance or achievements to differ from those set forth in the forward-looking statements:

    the commodity nature of our products and their price movements, which are driven largely by capacity utilization rates and industry cycles that affect supply and demand;

    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, relative currency values, mortgage availability and pricing, as well as other consumer financing mechanisms, that ultimately affect demand for our products;

    the highly competitive nature of our industry;

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

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

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

    the financial condition and creditworthiness of our customers;

    concentration of our sales among a relatively small group or customers;

    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 and fund other liquidity needs;

    cost of compliance with government regulations, in particular environmental regulations;

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

    impairment of our long-lived assets;

    attraction and retention of key management and other key employees;

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

    major equipment failure;

    severe weather phenomena such as drought, hurricanes, tornadoes and fire;

    increased costs as a public company; and

    fluctuations in the market for our equity.

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              Certain of these and other factors are discussed in more detail in "Risk Factors" in this prospectus. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date of this prospectus and we undertake no obligation to publicly update or review any forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or circumstances or otherwise.


INDUSTRY AND MARKET DATA

              We obtained the industry, market and competitive position data used throughout this prospectus from our own internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties, including APA—The Engineered Wood Association, IHS Global Insight, Blue Chip Economic Indicators, RISI, HIRI, Random Lengths and the U.S. Census Bureau. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe each of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source.

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USE OF PROCEEDS

              We estimate that the net proceeds from our issuance and sale of                        shares of common stock in this offering will be approximately $             million, assuming an initial public offering price of $            per share, which is the midpoint of the price range listed on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

              A $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) our net proceeds from this offering by approximately $             million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

              If the underwriters exercise their option to purchase additional shares in full, we estimate that the net proceeds from this offering will be approximately $             million, assuming an initial public offering price of $            per share, which is the midpoint of the price range listed on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

              We expect to use substantially all of the net proceeds from this offering for general corporate purposes, but we have not allocated the proceeds for any specific purpose at this time. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

              Pending use of the proceeds from this offering, we intend to invest the proceeds in a variety of capital preservation investments, including short-term, investment-grade and interest-bearing instruments.

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DIVIDEND POLICY

              Following the consummation of this offering, we do not plan to pay a regular dividend on our common stock. The declaration and payment of all future dividends, if any, will be at the discretion of our board of directors and will depend upon our financial condition, earnings, financial condition, contractual conditions, restrictions imposed by our revolving credit facility and the indenture governing our senior notes or applicable laws and other factors that our board of directors may deem relevant.

              Because we are a limited liability company, we have historically made tax distributions to our member to enable its indirect equityholders to pay taxes associated with our income. We intend to make a $225.0 million cash distribution to BC Holdings prior to the consummation of this offering, which will require a waiver from lenders under our revolving credit facility.

              See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt Structure—Revolving Credit Facility" and "—Debt Refinancing" for a description of the restrictions in our revolving credit facility and the indenture governing our senior notes, respectively, on our ability to issue dividends.

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CAPITALIZATION

              The following table presents our cash and cash equivalents and our consolidated capitalization as of September 30, 2012 on:

    an actual basis;

    an adjusted basis to give effect to (i) our redemption of $75.0 million of our senior subordinated notes on October 15, 2012; (ii) our issuance of $250.0 million of senior notes on October 22, 2012 and our redemption of our remaining $144.6 million of senior subordinated notes with a portion of the related proceeds; and (iii) our payment of a $225.0 million cash distribution to BC Holdings prior to the consummation of this offering and a $25.0 million repayment on our revolving credit facility, which we anticipate will be required to comply with the related covenant in the indenture governing our senior notes in connection with making the distribution; and

    a further adjusted basis to give effect to our conversion from a limited liability company to a corporation and our receipt of the estimated cash proceeds from the issuance and sale of                         shares of common stock in this offering at an assumed initial public offering price of $            per share (the midpoint of the range set forth on the cover of this prospectus), after deducting underwriting discounts and estimated offering expenses, and the application of the net proceeds as described under "Use of Proceeds."

              This table should be read in conjunction with "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as the consolidated historical financial statements and notes thereto included elsewhere in this prospectus. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not add to the totals due to the effect of rounding.

 
  As of September 30, 2012  
 
  Actual   As Adjusted   As Further
Adjusted
 
 
  (in thousands, except share numbers)
 

Cash and cash equivalents(1)

  $ 224,418   $ 45,656   $    
               

Long-term debt (including current portion):

                   

Senior secured revolving credit facility(2)

  $   $ 25,000   $ 25,000  

71/8% senior subordinated notes(1)

    219,560          

63/8% senior notes(3)

        250,000     250,000  
               

Total debt

    219,560     275,000     275,000  

Redeemable equity(4)

    8,515     8,515      

Capital/stockholders' equity:

                   

Equity units

    441,123     213,526      

Preferred stock, $0.01 par value per share; 50,000,000 shares authorized, as further adjusted, no shares issued and outstanding, as further adjusted

             

Common stock, $0.01 par value per share; 200,000,000 shares authorized, as further adjusted,                          shares issued and outstanding, as further adjusted

               

Additional paid-in capital

               

Accumulated other comprehensive loss

    (114,913 )   (114,913 )      

Accumulated deficit

               
               

Total capital/stockholders' equity

    326,210     98,613        
               

Total capitalization

  $ 554,285   $ 382,128   $    
               

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(1)
On October 15, 2012, we redeemed $75.0 million of our senior subordinated notes, including accrued and unpaid interest of $2.7 million. We used the net proceeds from the offering of $250.0 million of our senior notes on October 22, 2012 to fund the redemption of the remaining $144.6 million of our senior subordinated notes, including $1.0 million of interest through the redemption date of November 21, 2012.

(2)
At September 30, 2012, we did not have any outstanding borrowings under our revolving credit facility, other than outstanding letters of credit of approximately $10.0 million, which reduced our borrowing capacity under our revolving credit facility by an equivalent amount. In connection with the October 15, 2012 redemption of $75.0 million of our senior subordinated notes, we borrowed an aggregate of $50.0 million under our revolving credit facility. In addition, we anticipate that we will make a $25.0 million repayment on our revolving credit facility prior to declaring the $225.0 million distribution to BC Holdings, which we anticipate will be required to comply with the related covenant in the indenture governing our senior notes in connection with making the distribution.

(3)
On October 22, 2012, we issued $250.0 million of our senior notes and received net proceeds after payment of expenses of $244.5 million.

(4)
Represents equity units of FPH held by certain members of our senior management team, which units are redeemable at the option of the holder in the event of death or disability or the sale of a division resulting in the termination of his or her employment. We have historically classified these units outside of our permanent equity because these units are subject to mandatory redemption (and may be subject to repayment by us) upon an event that is outside our control (i.e., death or disability). Following the offering, we will reclassify these equity units as permanent equity because we will have no obligation to satisfy this redemption obligation on FPH's behalf.

              A $1.00 increase (decrease) in the assumed initial public offering price of $            per share, the midpoint of the price range set forth on the cover of this prospectus, would increase (decrease) the as further adjusted amount for each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by approximately $             million, assuming that the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

              The number of shares of common stock to be outstanding after this offering is based on                         shares outstanding as of September 30, 2012, after giving effect to the conversion of Boise Cascade, L.L.C. into a Delaware corporation.

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DILUTION

              Our pro forma net tangible book value as of September 30, 2012 was approximately $             million, or approximately $            per share. Pro forma net tangible book value per share represents the amount of our total tangible assets less the amount of our total liabilities, divided by the number of shares of common stock outstanding, prior to the sale of                        shares of common stock offered in this offering, but assuming the completion of the conversion of Boise Cascade, L.L.C. into Boise Cascade Company. Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by investors in this offering and the net tangible book value per share of our common stock outstanding immediately after this offering.

              After giving effect to the completion of the conversion discussed in the immediately prior paragraph, the sale of                                    shares of common stock in this offering, based upon an assumed initial public offering price of $            per share, the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering, our pro forma as adjusted net tangible book value as of September 30, 2012 would have been approximately $             million, or $            per share of common stock. This represents an immediate decrease in pro forma net tangible book value of $            per share to existing stockholders and immediate dilution of $            per share to new investors purchasing shares of common stock in this offering at the initial public offering price.

              The following table illustrates this per share dilution:

Assumed initial public offering price per share

        $    

Pro forma net tangible book value per share as of September 30, 2012 (after giving effect to the conversion of Boise Cascade, L.L.C. into a Delaware corporation)

  $          

Increase in pro forma net tangible book value per share attributable to new investors

             
             

Pro forma, as adjusted net tangible book value per share as of September 30, 2012 (after giving effect to the conversion of Boise Cascade, L.L.C. into a Delaware corporation and this offering)

             
             

Dilution per share to new investors

        $    
             

              The following table summarizes, as of September 30, 2012, on a pro forma as adjusted basis giving effect to the conversion of Boise Cascade, L.L.C. into a Delaware corporation and the sale of                                     shares of common stock in this offering, the number of shares of our common stock purchased from us, the aggregate cash consideration paid to us and the average price per share paid to us by existing stockholders and to be paid by new investors purchasing shares of our common stock from us in this offering. The table assumes an initial public offering price of $            per share, the midpoint of the range set forth on the cover of this prospectus, before deducting estimated

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underwriting discounts and commissions and offering expenses payable by us in connection with this offering.

 
  Shares Purchased   Total Consideration    
 
 
  Average Price
Per Shares
 
 
  Number   Percent   Amount   Percent  

Existing stockholder(1)

            % $           $    

New investors

                               
                         

Total

          100 %         100 %      
                         

(1)
The "Total Consideration" amount does not include $280.4 million invested by BC Holdings' equityholders in BC Holdings, which BC Holdings subsequently invested in us in 2006. BC Holdings also invested $83.2 million in 2009 and $86.1 million in 2010 which has also been excluded above.

              A $1.00 increase (decrease) in the assumed initial public offering price of $            per share, the midpoint of the price range set forth on the cover of this prospectus, would increase (decrease) the total consideration paid by investors participating in this offering by $             million, or increase (decrease) the percent of total consideration paid by investors participating in this offering by        %, assuming that the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

              Except as otherwise indicated, the discussion and tables above assume no exercise of the underwriters' option to purchase additional shares. If the underwriters' option to purchase additional shares is exercised in full, our existing stockholders would own approximately        % and our new investors would own approximately        % of the total number of shares of our common stock outstanding after this offering.

              To the extent that any options or other equity incentive grants are issued in the future (including pursuant to the 2013 Equity Incentive Plan) with an exercise price or purchase price below the initial public offering price, new investors will experience further dilution.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

              The following tables set forth our selected consolidated historical and pro forma financial data. You should read the information set forth below in conjunction with "Use of Proceeds," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated historical financial statements and notes thereto included elsewhere in this prospectus. The statement of income (loss) data for each of the years ended December 31, 2009, 2010 and 2011 and the balance sheet data as of December 31, 2010 and 2011 set forth below are derived from our audited consolidated financial statements included elsewhere in this prospectus. The statements of income (loss) data for each of the nine-month periods ended September 30, 2011 and 2012 and the balance sheet data as of September 30, 2012 set forth below are derived from our unaudited quarterly consolidated financial statements included elsewhere in this prospectus and contain all adjustments, consisting of normal recurring adjustments, that management considers necessary for a fair presentation of our financial position and results of operations for the periods presented. Operating results for the nine-month periods are not necessarily indicative of results for a full financial year, or any other periods. See "Index to Consolidated Financial Statements." The statement of income (loss) data for each of the years ended December 31, 2007 and 2008 and the balance sheet data as of December 31, 2007, 2008 and 2009 are derived from our audited consolidated financial statements not included in this prospectus.

 
  Year Ended December 31   Nine Months
Ended September 30
 
 
  2007(1)   2008(1)   2009   2010   2011   2011   2012  
 
  (in thousands, except share per data)
 

Statement of Income (Loss) Data:

                                           

Sales

  $ 5,413,456   $ 2,977,498   $ 1,973,250   $ 2,240,591   $ 2,248,088   $ 1,700,646   $ 2,084,482  

Costs and expenses(2)

    5,193,236     3,002,002     2,056,699     2,253,753     2,275,134     1,718,616     2,029,956  
                               

Income (loss) from operations

    220,220     (24,504 )   (83,449 )   (13,162 )   (27,046 )   (17,970 )   54,526  

Foreign exchange gain (loss)

    4,451     (1,831 )   1,025     352     (497 )   (596 )   125  

Change in fair value of contingent value rights(3)

        (507 )   194                  

Change in fair value of interest rate swaps(4)

    3,733     (6,284 )                    

Gain on repurchase of long-term debt(5)

            6,026     28              

Interest expense

    (96,802 )   (34,313 )   (22,520 )   (21,005 )   (18,987 )   (14,174 )   (14,471 )

Interest income

    4,083     4,931     886     790     407     314     281  
                               

    (84,535 )   (38,004 )   (14,389 )   (19,835 )   (19,077 )   (14,456 )   (14,065 )

Income (loss) before income taxes

    135,685     (62,508 )   (97,838 )   (32,997 )   (46,123 )   (32,426 )   40,461  

Income tax provision

    (7,988 )   (470 )   (660 )   (300 )   (240 )   (146 )   (243 )
                               

Net income (loss)

  $ 127,697   $ (62,978 ) $ (98,498 ) $ (33,297 ) $ (46,363 ) $ (32,572 ) $ 40,218  
                               

Pro forma net income (loss) per share(6)

                          $           $    
                                         

Pro forma weighted average shares outstanding(6)

                                           

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  Year Ended December 31   Nine Months
Ended September 30
 
 
  2007(1)   2008(1)   2009   2010   2011   2011   2012  
 
  (in thousands)
 

Other Financial Data:

                                           

Depreciation and amortization

  $ 123,909   $ 36,258   $ 40,874   $ 34,899   $ 37,022   $ 27,500   $ 24,918  

Capital expenditures(7)

    187,972     51,867     21,404     35,751     39,319     31,081     20,037  

EBITDA(8)

    348,580     9,416     (35,330 )   22,117     9,479     8,934     79,569  

Adjusted EBITDA(8)

    93,496     (13,789 )   (41,550 )   17,476     9,479     8,934     79,569  

 

 
  December 31    
 
 
  September 30,
2012
 
 
  2007(1)   2008   2009   2010   2011  
 
  (in thousands)
 

Balance Sheet Data:

                                     

Cash and cash equivalents

  $ 57,622   $ 275,802   $ 287,101   $ 264,601   $ 182,455   $ 224,418  

Total current assets

    2,380,778     643,533     623,242     637,385     595,230     729,143  

Property and equipment, net

    313,117     291,999     270,229     273,569     266,456     263,671  

Total assets

    2,774,191     979,453     937,917     952,233     902,831     1,031,470  

Total debt

    1,171,063     315,000     303,146     219,560     219,560     219,560  

Total capital

    965,423     329,372     359,285     409,093     282,619     326,210  

(1)
On February 22, 2008, we sold our Paper and Packaging & Newsprint assets and most of our Corporate and Other assets to Boise Inc. Fiscal years 2007 and 2008 include the operating results of our sold Paper and Packaging & Newsprint assets through February 21, 2008.

(2)
In 2007, costs and expenses include $4.4 million of income for changes in our retiree healthcare programs. In 2008, costs and expenses include $11.3 million of expenses related to closing our veneer operations in St. Helens, Oregon and our plywood manufacturing facility in White City, Oregon, a $5.7 million net gain on the sale of our indirect wholly owned subsidiary in Brazil and a $2.9 million gain on the sale of our Paper and Packaging & Newsprint assets. In 2009, costs and expenses include $8.9 million of expenses related to a facility closure, of which $3.7 million was included in EBITDA and $5.2 million was accelerated depreciation recorded in depreciation and amortization. In 2010, costs and expenses include $4.6 million of income associated with receiving proceeds from a litigation settlement related to vendor product pricing. In 2011, costs and expenses include $3.8 million of expense related to the closure of a laminated beam plant and noncash asset write-downs, of which $2.9 million was included in the first nine months of 2011.

(3)
Represents the change in fair value of contingent value rights issued in connection with the sale of our Paper and Packaging & Newsprint assets in 2008.

(4)
2007 includes approximately $8.4 million of income related to the change in fair value of interest rate swaps in connection with the repayment of some of our variable-rate debt, partially offset by $4.6 million of expense related to changes in the fair value of our interest rate swaps that we accounted for as economic hedges. 2008 includes $6.3 million of expense related to changes in the fair value of our interest rate swaps that we accounted for as economic hedges.

(5)
Represents gain on the repurchase of $11.9 million and $8.6 million of our senior subordinated notes in 2009 and 2010, respectively.

(6)
Both pro forma net income (loss) per share and pro forma weighted shares outstanding give effect to our conversion from a limited liability company to a corporation and to the issuance of shares in this offering. The pro forma results of our being treated as a corporation had no impact on net income (loss) for the pro forma nine months ended September 30, 2012 and the pro forma year ended December 31, 2011, primarily as a result of placing a full valuation allowance on the tax benefits associated with the 2011 net operating losses. The pretax income for the nine months ended September 30, 2012 would not have resulted in an adjustment to our income tax provision due to the utilization of the net operating losses carried forward from 2011. In addition, due to its non-recurring nature, the pro forma presentation does not reflect the recognition of a net deferred tax liability of approximately $4.0 million, net of deferred tax assets and related valuation allowances, related to our tax status conversion from a limited liability company to a corporation prior to the consummation of this offering. Following the offering, our effective tax rate is expected to be higher than in historical periods based on U.S. federal and state income tax rates applicable to a corporation and because we will not be able to utilize the net operating losses incurred while we were a limited liability company. See "Management's Discussion and Analysis of

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      Financial Condition and Results of Operations—Taxation." Earnings per common share is not applicable to historical periods, as there were no shares of common stock outstanding during these periods.

(7)
For 2009, includes $0.9 million of cash paid for the purchase of a truss assembly operation and EWP sales office in Saco and Biddeford, Maine, respectively and $3.7 million of cash paid for the purchase of a sawmill in Pilot Rock, Oregon. For 2011, includes $5.8 million of cash paid for the acquisition of a laminated beam and decking manufacturing plant in Homedale, Idaho. For the first nine months of 2012, includes $2.4 million of cash paid for the February 2012 acquisition of a sawmill in Arden, Washington.

(8)
EBITDA is defined as income (loss) before interest (interest expense and interest income), income taxes and depreciation, amortization and depletion. 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 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.


Adjusted EBITDA is defined as EBITDA before the change in fair value of contingent value rights issued in connection with the sale of our Paper and Packaging & Newsprint assets, as well as certain other unusual items, including gain on the repurchase of long-term debt and a litigation gain. For years 2007 and 2008, Adjusted EBITDA also excludes the operating results related to the Paper and Packaging & Newsprint assets sold in February 2008.

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

 
  Year Ended December 31   Nine Months
Ended September 30
 
 
  2007(b)   2008(b)   2009   2010   2011   2011   2012  
 
  (in millions)
 

Net income (loss)

  $ 127.7   $ (63.0 ) $ (98.5 ) $ (33.3 ) $ (46.4 ) $ (32.6 ) $ 40.2  

Change in fair value of interest rate swaps(a)

    (3.7 )   6.3                      

Interest expense

    96.8     34.3     22.5     21.0     19.0     14.2     14.5  

Interest income

    (4.1 )   (4.9 )   (0.9 )   (0.8 )   (0.4 )   (0.3 )   (0.3 )

Income tax provision

    8.0     0.5     0.7     0.3     0.2     0.1     0.2  

Depreciation and amortization

    123.9     36.3     40.9     34.9     37.0     27.5     24.9  
                               

EBITDA

  $ 348.6   $ 9.4   $ (35.3 ) $ 22.1   $ 9.5   $ 8.9   $ 79.6  

Paper segment(b)

    (177.3 )   (21.1 )                    

Packaging & Newsprint segment(b)

    (77.8 )   (5.7 )                    

Change in fair value of contingent value rights(c)

        0.5     (0.2 )                

Gain on repurchase of long-term debt(d)

            (6.0 )   (0.0 )            

Litigation gain(e)

                (4.6 )            

Facility closures and sales, net(e)

        3.1                      
                               

Adjusted EBITDA

  $ 93.5   $ (13.8 ) $ (41.6 ) $ 17.5   $ 9.5   $ 8.9   $ 79.6  
                               

(a)
See Note (4) above.

(b)
See Note (1) above.

(c)
See Note (3) above.

(d)
See Note (5) above.

(e)
See Note (2) above.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

              You should read this discussion and analysis in conjunction with our historical consolidated financial statements and the notes thereto included elsewhere in this prospectus. This discussion and analysis covers periods prior to this offering and related transactions (including the conversion of Boise Cascade, L.L.C. into a Delaware corporation). As a result, the discussion and analysis of historical periods does not reflect the impact that this offering, such conversion and other related transactions will have on us. Our historical results may not be indicative of our future performance. This discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those discussed in "Risk Factors." Our actual results may differ materially from those contained in any forward-looking statements.

Overview

Company Background

              We are a large, vertically-integrated wood products manufacturer and building materials distributor with 49 facilities (consisting of 18 manufacturing facilities and 31 distribution facilities) located throughout the United States and Canada. We have three reportable segments: (i) Wood Products, which manufactures and sells EWP, plywood, particleboard, studs and ponderosa pine lumber; (ii) Building Materials Distribution, which is a wholesale distributor of building materials; and (iii) Corporate and Other, which includes corporate support staff services, related assets and liabilities and foreign exchange gains and losses. Our broad line of products is used primarily in new residential construction, residential repair and remodeling projects, light commercial construction and industrial applications. We have a broad base of more than 4,500 customers, which includes a diverse mix of leading wholesalers, home improvement centers, retail lumberyards and industrial converters. Our Wood Products and Building Materials Distribution segments are vertically-integrated from wood procurement through distribution. Approximately 37% of the sales of our Wood Products segment were to our Building Materials Distribution segment in the LTM period. No single customer represented more than 11% of sales and our top ten customers represented less than 31% of sales in the LTM period.

Factors That Affect Our Operating Results

              Our results of operations and financial performance are influenced by a variety of factors, including: (i) the commodity nature of the products we manufacture and distribute; (ii) general economic and industry conditions affecting demand; and (iii) availability and affordability of raw materials, including wood fiber, glues, resins and energy. These factors have historically produced cyclicality in our results of operations, and we expect this cyclicality to continue in future periods.

      Commodity Nature of Our Products

              Many of the building products we manufacture or distribute, including OSB, plywood, lumber and particleboard, are commodities that are widely available from other manufacturers or distributors with prices and volumes determined frequently based on participants' perceptions of short-term supply and demand factors. At times, the price for any one or more of the products we produce may fall below our cash production costs, requiring us to either incur short-term losses on product sales or cease production at one or more of our manufacturing facilities. As a result, our profitability with respect to these commodity products depends, in significant part, on managing our cost structure, particularly raw materials and labor, which represent the largest components of our operating costs, as well as the purchase cost for commodities we distribute. Commodity wood product prices could be volatile in response to operating rates and inventory levels in various distribution channels. Commodity

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price volatility also affects our distribution business, with falling price environments generally causing reduced revenues and margins, resulting in substantial declines in profitability and possible net losses.

              In our Wood Products segment, our plan is to continue to respond to difficult market conditions by actively managing our production facilities to balance supply with demand. In addition, we plan to further expand our market position in EWP. We believe that EWP will continue to gain market share from dimensional lumber products and that margins for EWP over time will be higher and more stable than those for most dimensional lumber products. We are focused on leveraging our manufacturing position, comprehensive customer service offering, design support capabilities and efficient distribution network to continue to gain market share among home builders, building products retailers and other distributors.

      General Economic and Industry Conditions Affecting Demand

              The level of housing starts is especially important to our results of operations. From 2005 to 2011, total housing starts in the United States declined by more than 70% and remained substantially below average historical levels during the first nine months of 2012. The significant drop in new residential construction created challenging conditions for building products manufacturers and distributors, with substantial reductions in manufacturing and distribution capacity occurring since late 2008 as companies adjusted to lower industry demand.

              In contrast, housing starts increased substantially in 2012 and, as a result, demand for the products we manufacture and distribute has also increased. U.S. single- and multi-family housing starts were 0.87 million in September 2012 on a seasonally adjusted annual rate basis, an increase of 35% from September 2011. Many economists expect housing starts to continue to increase. In November 2012, the Blue Chip Economic Indicators median consensus forecast of single and multi-family housing starts in the U.S. was approximately 0.77 million units for 2012 and approximately 0.92 million units for 2013, which represent annual increases of 26% and 19%, respectively. We believe that over the long-term, there is considerable growth potential in the U.S. housing sector. In November 2012, IHS Global Insight estimates that total U.S. single- and multi-family housing starts will average 1.48 million units per year from 2012 through 2021, levels that are in line with the 50-year historical average.

              Unemployment rates in the U.S. improved to 7.8% as of September 30, 2012, from 9.0% as of September 30, 2011. We believe continued employment growth, prospective homebuyers' access to financing, 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.

              Demand for new residential construction is also influenced by several other economic conditions, including mortgage availability and rates, household formation rates, domestic population growth, immigration rates, residential vacancy and foreclosure rates, demand for second homes, existing home prices and consumer confidence.

              We believe that our product line diversification provides us some protection from declines in new residential construction. Our products are used not only in new residential construction, but also in residential repair and remodeling projects. Residential repair and remodeling spending increased significantly over the past ten years. The overall age of the U.S. housing stock, increased focus on making homes more energy efficient, rising home prices and availability of consumer loans at low interest rates are expected to drive long-term growth in repair and remodeling expenditures.

      Availability and Affordability of Raw Materials

              Our principal raw material is timber, which accounted for approximately 38% of the aggregate amount of materials, labor and other operating expenses, including from related parties, for our Wood

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Products segment in 2011. We satisfy our timber requirements through a combination of purchases under supply agreements, open market purchases and purchases pursuant to contracts awarded under public timber auctions. In February 2005, our affiliate sold its timberland operations to Forest Capital Partners, LLC ("Forest Capital"), an unaffiliated third party. In connection with this sale, we entered into a series of fiber supply agreements with Forest Capital. These fiber supply agreements required Forest Capital to sell a specified amount of timber to us at prices generally related to market prices. In 2012, Forest Capital sold the timberlands to a group of purchasers whose investments in the timberlands are managed by Hancock Natural Resource Group, Inc. ("Hancock") and to a group of purchasers whose investments in the timberlands are managed by The Molpus Woodlands Group LLC ("Molpus"). The purchasers of the timberlands (other than Molpus) assumed Forest Capital's obligations under the 2005 wood supply agreements, and the Molpus entities entered into a new master harvest rights agreement on substantially the same terms. In 2011, approximately 43% of our timber was supplied pursuant to these agreements.

              We also bid in auctions conducted by federal, state and local authorities for the purchase of timber, generally at fixed prices, under contracts with a term of generally one to three years. In 2011, approximately 22% of our timber was supplied under government contracts. The remainder of our log supply in 2011 was supplied through private purchases directly from timber owners or through dealers.

              The cost of timber is strongly correlated with product prices for building materials, with an increase in product prices driving increases in timber costs. Because wood fiber is a commodity, prices have been cyclical historically in response to changes in domestic and foreign demand and supply. Demand for dimension lumber has a strong influence on pricing, as the dimension lumber industry is the largest consumer of timber.

              Foreign demand for log exports, particularly from China, increased log costs in the Western U.S. in 2010 and 2011 and negatively affected wood products manufacturers in the region. Sustained periods of high log costs may impair the cost competitiveness of our manufacturing facilities. Availability of residual wood fiber for our particleboard operation has been negatively affected by significant mill closures and curtailments that have occurred among solid-wood product producers.

              Our aggregate cost of obtaining timber is also impacted by fuel costs and the distance between our fiber source and our facilities, as we are often required to transport the timber we purchase from the source to our facilities.

              We also use various resins and glues in our manufacturing processes, the costs of which are influenced by changes in the prices of raw material input costs, primarily fossil fuel products. We purchase many of our raw materials through long-term contracts that contain price adjustment mechanisms that take into account changes in market prices. Therefore, although our long-term contracts provide us with supplies of raw materials and energy that are more stable than open-market purchases, in many cases they will not alleviate fluctuations in market prices.

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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 years ended December 31, 2009, 2010 and 2011 and the nine months ended September 30, 2011 and 2012:

 
  Year Ended December 31   Nine Months Ended
September 30
 
 
  2009   2010   2011   2011   2012  
 
  (in millions)
 

Sales

                               

Trade

  $ 1,935.4   $ 2,215.3   $ 2,229.3   $ 1,687.0   $ 2,069.8  

Related parties(a)

    37.9     25.3     18.8     13.6     14.7  
                       

    1,973.3     2,240.6     2,248.1     1,700.6     2,084.5  
                       

Costs and expenses

                               

Materials, labor and other operating expenses

    1,757.1     1,947.4     1,952.6     1,475.8     1,751.2  

Materials, labor and other operating expenses from related parties(a)

    29.9     33.6     40.1     31.1     44.7  

Depreciation and amortization

    40.9     34.9     37.0     27.5     24.9  

Selling and distribution expenses

    190.4     202.5     205.0     153.3     176.9  

General and administrative expenses

    27.4     38.5     37.2     28.5     31.9  

General and administrative expenses from related party(a)

    10.2     1.6              

Other (income) expense, net

    0.8     (4.6 )   3.2     2.3     0.4  
                       

    2,056.7     2,253.8     2,275.1     1,718.6     2,030.0  
                       

Income (loss) from operations

  $ (83.5 ) $ (13.2 ) $ (27.0 ) $ (18.0 ) $ 54.5  

   

(percentage of sales)

 

Sales

                               

Trade

    98.1 %   98.9 %   99.2 %   99.2 %   99.3 %

Related parties

    1.9     1.1     0.8     0.8     0.7  
                       

    100.0 %   100.0 %   100.0 %   100.0 %   100.0 %
                       

Costs and expenses

                               

Materials, labor and other operating expenses, including related parties(a)

    90.6 %   88.4 %   88.6 %   88.6 %   86.2 %

Depreciation and amortization

    2.1     1.6     1.6     1.6     1.2  

Selling and distribution expenses

    9.7     9.0     9.1     9.0     8.5  

General and administrative expenses, including related party(a)

    1.9     1.8     1.7     1.7     1.5  

Other (income) expense, net

        (0.2 )   0.1     0.1      
                       

    104.2 %   100.6 %   101.2 %   101.1 %   97.4 %
                       

Income (loss) from operations

    (4.2 )%   (0.6 )%   (1.2 )%   (1.1 )%   2.6 %

(a)
For more information on our related-party transactions, see Note 4, "Transactions with Related Parties," to our audited consolidated financial statements included elsewhere in this prospectus.

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

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principal products sold by our Wood Products segment for the years ended December 31, 2009, 2010 and 2011 and the nine months ended September 30, 2011 and 2012.

 
  Year Ended December 31   Nine Months Ended
September 30
 
 
  2009   2010   2011   2011   2012  
 
  (in thousands)
 

U.S. Housing Starts(a)

                               

Single-family

    445.1     471.2     430.6     330.6     408.4  

Multi-family

    108.9     115.7     178.2     129.3     174.1  
                       

Total

    554.0     586.9     608.8     459.9     582.5  
                       

   

(in millions)

 

Segment Sales

                               

Wood Products

  $ 550.8   $ 687.4   $ 712.5   $ 532.2   $ 712.7  

Building Materials Distribution

    1,609.8     1,778.0     1,779.4     1,349.9     1,637.2  

Intersegment eliminations

    (187.3 )   (224.8 )   (243.7 )   (181.5 )   (265.4 )
                       

Total

  $ 1,973.3   $ 2,240.6   $ 2,248.1   $ 1,700.6   $ 2,084.5  
                       

Wood Products

   

(in millions)

 

Sales Volumes

                               

Laminated veneer lumber (LVL) (cubic feet)

    5.6     6.6     7.1     5.3     7.0  

I-joists (equivalent lineal feet)

    87     106     110     84     110  

Plywood (sq. ft.) (3/8" basis)

    992     1,088     1,106     822     1,018  

Lumber (board feet)

    146     149     153     116     140  

Wood Products

   

(dollars per unit)

 

Average Net Selling Prices

                               

Laminated veneer lumber (LVL) (cubic foot)

  $ 14.92   $ 15.53   $ 15.51   $ 15.85   $ 14.90  

I-joists (1,000 equivalent lineal feet)

    895     937     957     969     925  

Plywood (1,000 sq. ft.) (3/8" basis)

    213     248     232     230     292  

Lumber (1,000 board feet)

    349     424     421     422     431  

Building Materials Distribution

   

(percentage of Building Materials Distributions sales)

 

Product Line Sales

                               

Commodity

    46.3 %   49.5 %   47.0 %   47.1 %   49.1 %

General line

    42.7 %   39.2 %   40.6 %   40.9 %   37.1 %

Engineered wood products

    11.0 %   11.3 %   12.4 %   12.0 %   13.8 %

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

Nine Months Ended September 30, 2012 Compared With Nine Months Ended September 30, 2011

Sales

              For the nine months ended September 30, 2012, total sales increased $383.9 million, or 23%, to $2,084.5 million from $1,700.6 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. 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 24% for the first nine months of the year, compared with the same period in 2011.

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              Wood Products.    For the nine months ended September 30, 2012, sales, including sales to our Building Materials Distribution segment, increased $180.5 million, or 34%, to $712.7 million from $532.2 million in the same period in the prior year. The increase in sales was due primarily to higher plywood volumes and prices, as well as increased EWP and lumber sales volumes, offset slightly by declines in EWP prices. Plywood sales volumes increased 24% primarily as a result of increased operating rates and market share gains. LVL and I-joist sales volumes both increased 31% due to higher levels of residential construction activity, additional sales to existing customers and sales from new EWP customers. Lumber sales volumes increased 21% while higher residual fiber sales volumes also contributed to the increase in sales. Plywood prices increased 27%, while LVL and I-joist sales prices declined 6% and 5%, respectively.

              Building Materials Distribution.    For the nine months ended September 30, 2012, sales increased $287.3 million, or 21%, to $1,637.2 million from $1,349.9 million in the same period in the prior year. The increase in sales was driven primarily by improvements in sales volumes and prices of 13% and 8%, respectively. By product line, sales of EWP (substantially all of which is sourced through our Wood Products segment), commodity and general line products increased 40%, 27% and 10%, respectively.

Costs and Expenses

              For the nine months ended September 30, 2012, materials, labor and other operating expenses, including from a related party, increased $288.9 million, or 19%, to $1,795.9 million, compared with $1,507.0 million in the same period in the prior year. The increase primarily reflects higher purchased materials costs as a result of higher sales volumes in our Building Materials Distribution segment. In addition, higher manufacturing costs, including wood costs, labor, glues and resins and energy, 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.

              For the nine months ended September 30, 2012, depreciation and amortization expenses decreased $2.6 million, or 9%, to $24.9 million, compared with $27.5 million in the same period in the prior year. The decrease was due primarily to certain property and equipment becoming fully depreciated during 2011.

              For the nine months ended September 30, 2012, selling and distribution expenses increased $23.6 million, or 15%, to $176.9 million, compared with $153.3 million during the same period in 2011. The increase was 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.

              For the nine months ended September 30, 2012, general and administrative expenses increased $3.4 million, or 12%, to $31.9 million, compared with $28.5 million for the same period in 2011. The increase was due primarily to higher performance-based incentive costs as a result of improved operating results.

              Outsourcing Services Agreement.    Included in costs and expenses for each of the nine-month periods ended September 30, 2012 and 2011 are $11.0 million of expenses related to the Outsourcing Services Agreement we have with Boise Inc. For more information related to the Outsourcing Services Agreement, see Note 3, "Outsourcing Services Agreement," to our audited consolidated financial statements, included elsewhere in this prospectus.

              For the nine months ended September 30, 2012, other (income) expense, net, was insignificant. Other (income) expense, net, for the nine months ended September 30, 2011, was $2.3 million of

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expense, including $1.3 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 from operations increased $72.5 million to $54.5 million for the nine months ended September 30, 2012, compared with a $18.0 million loss for the nine months ended 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 nine months ended September 30, 2011, we recorded $2.9 million of charges related to the closure of a manufacturing plant in our Wood Products segment and noncash asset write-downs. These charges are discussed in more detail below.

              Wood Products.    For the nine months ended September 30, 2012, segment income improved $58.8 million to $48.8 million of income from a $10.0 million loss for the nine months ended September 30, 2011. The increase in segment income was 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 nine months ended September 30, 2011, we recorded charges of $2.2 million related to the closure of a manufacturing plant in our Wood Products segment and noncash asset write-downs.

              Building Materials Distribution.    For the nine months ended September 30, 2012, segment income increased $15.4 million to $18.2 million from $2.8 million for the nine months ended September 30, 2011. The improvement in segment income was driven primarily by a 13% improvement in sales volumes and a 10-basis-point improvement in gross margins. While total selling and distribution expenses increased 13%, these costs decreased as a percentage of segment sales by 70 basis points, as selling and distribution expenses did not increase at the same rate as sales. In addition, during the nine months ended September 30, 2011, we recorded a noncash asset write-down of $0.8 million.

Other

              Foreign Exchange Gain (Loss).    For the nine months ended September 30, 2012, foreign exchange gain was $0.1 million compared with a loss of $0.6 million for the same period in the prior year. The gain was driven primarily by the strengthening of the Canadian dollar compared with the U.S. dollar.

              Interest Expense.    Interest expense increased $0.3 million to $14.5 million, or 2%, for the nine months ended September 30, 2012, compared with $14.2 million for the nine months ended September 30, 2011. The increase in interest expense was attributable to higher deferred financing amortization costs related to our revolving credit facility entered into in July 2011.

2011 Compared With 2010

Sales

              For the year ended December 31, 2011, total sales increased $7.5 million, or 0.3%, to $2,248.1 million from $2,240.6 million during the year ended December 31, 2010, driven primarily by increases in sales volumes for many of the products we manufacture, offset partially by a decrease in plywood prices. U.S. housing starts increased 4% in 2011, compared with the prior year. However, 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, declined 9% for the year, compared with 2010. Commodity product prices in 2011 were much less volatile than commodity product prices in 2010. Average composite lumber and panel prices in 2011 were 4% and 10% lower, respectively, than in 2010 as reflected by Random Lengths composite lumber and panel pricing.

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              Wood Products.    For the year ended December 31, 2011, sales, including sales to our Building Materials Distribution segment, increased $25.1 million, or 4%, to $712.5 million from $687.4 million in 2010. The increase in sales was due primarily to higher EWP and plywood sales volumes, as well as higher byproduct sales, offset partially by lower plywood prices. In 2011, LVL and I-joist sales volumes increased 8% and 5%, respectively, due to the capture of further sales opportunities with customers in the U.S. and Canada and further EWP market penetration. Compared with 2010, I-joist prices increased 2%, while LVL prices were flat. Plywood volumes increased 2% in 2011, while plywood prices decreased 6% compared to the prior year.

              Building Materials Distribution.    For the year ended December 31, 2011, sales increased $1.4 million, or 0.1%, to $1,779.4 million from $1,778.0 million for the year ended December 31, 2010. Compared with 2010, the overall volume of product sold and product sales prices were flat. By product line, sales of EWP and general line products increased 10% and 3%, respectively, offset by a 5% decline in commodity sales due to lower pricing.

Costs and Expenses

              Materials, labor and other operating expenses, including from related parties, increased $11.7 million, or 1%, to $1,992.7 million for the year ended December 31, 2011, compared with $1,981.0 million during the prior year. The increase primarily reflects higher manufacturing costs, including wood costs, labor, glues and resins and energy, as a result of higher sales volumes of EWP and plywood in our Wood Products segment. In addition, materials, labor and other operating expenses, including from related parties, increased as a percentage of sales by 20 basis points. Within wood costs, delivered log costs were 5% higher in 2011 as compared with 2010, driven by higher log costs in the Pacific Northwest, offset partially by lower costs for OSB in our I-joist production.

              Depreciation and amortization expenses increased $2.1 million, or 6%, to $37.0 million for the year ended December 31, 2011, compared with $34.9 million during the prior year. The increase was due primarily to purchases of property and equipment and accelerated depreciation of $0.4 million on a closed manufacturing plant in our Wood Products segment.

              Selling and distribution expenses increased $2.5 million, or 1%, to $205.0 million for the year ended December 31, 2011, compared with $202.5 million for the prior year. The increase was due primarily to higher employee-related expenses in our Wood Products segment to support our growing EWP sales in Canada. In addition, in our Building Materials Distribution segment, higher transportation costs were offset partially by lower other variable expenses.

              General and administrative expenses, including from related party, decreased $2.8 million, or 7%, to $37.2 million for the year ended December 31, 2011, compared with $40.0 million for the prior year. The decrease was due primarily to lower incentive compensation costs.

              Outsourcing Services Agreement.    Included in the 2011 and 2010 costs and expenses set forth above are $14.7 million and $14.4 million, respectively, of expenses related to the Outsourcing Services Agreement we have with Boise Inc., under which Boise Inc. provides a number of corporate staff services to us at cost. For more information related to the Outsourcing Services Agreement, see Note 3, "Outsourcing Services Agreement," to our audited consolidated financial statements included elsewhere in this prospectus.

              Other (income) expense, net, for the year ended December 31, 2011, was $3.2 million of expense, including $1.3 million related to the closure of a laminated beam manufacturing plant in Emmett, Idaho and $2.0 million in noncash asset write-downs. In 2010, other (income) expense included $4.6 million of income associated with receiving proceeds from a litigation settlement related to vendor product pricing.

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Income (Loss) From Operations

              Loss from operations increased $13.8 million to a $27.0 million loss for the year ended December 31, 2011, compared with a $13.2 million loss for the year ended December 31, 2010, due primarily to a 20-basis-point decline in gross margins, as further described below and $3.8 million of charges related to the closure of a laminated beam manufacturing plant in Emmett, Idaho and noncash asset write-downs. Also, 2010 benefited from $4.6 million of income from a litigation settlement related to vendor product pricing. These changes are discussed in more detail below.

              Wood Products.    Segment loss increased $7.0 million, or 86%, to $15.1 million for the year ended December 31, 2011, from $8.1 million for the year ended December 31, 2010. The increase in segment loss was driven primarily by a 6% decrease in plywood prices, offset partially by higher prices and sales volumes in our EWP business, as well as higher byproduct sales. In addition, depreciation and amortization expense and selling and distribution costs increased in 2011 compared with the prior year. During 2011, we also recorded charges of $2.6 million related to the closure of a laminated beam manufacturing plant in Emmett, Idaho and noncash asset write-downs. During 2010, the segment benefited from $0.5 million of income from a litigation settlement related to vendor product pricing. Excluding the $2.6 million of closure costs and noncash asset write-downs from the 2011 results and the $0.5 million litigation settlement from the 2010 results, segment loss increased $3.9 million.

              Building Materials Distribution.    Segment income decreased $9.6 million, or 83%, to $2.0 million for the year ended December 31, 2011, from $11.6 million for the year ended December 31, 2010. The decrease in income was driven by a 20-basis-point decline in gross margins resulting from competitive pressures and more stable commodity pricing, allowing for less margin opportunity, a $0.9 million increase in depreciation and amortization expense and higher transportation costs. In addition, during 2011, we recorded $1.2 million of noncash asset write-downs. During 2010, the segment benefited from $4.1 million of income from a litigation settlement related to vendor product pricing. Excluding the $1.2 million of noncash asset write-downs from the 2011 results and the $4.1 million litigation settlement from the 2010 results, segment income declined $4.3 million.

Other

              Foreign Exchange Gain (Loss).    For the year ended December 31, 2011, foreign exchange loss was $0.5 million, compared with a gain of $0.4 million for the prior year. The 2011 loss was driven primarily by the strengthening of the U.S. dollar, compared with the Canadian dollar.

              Interest Expense.    Interest expense decreased $2.0 million, or 10%, to $19.0 million for the year ended December 31, 2011, compared with $21.0 million for the prior year. We paid down outstanding borrowings on our credit facility in April 2010 and repurchased $8.6 million of our senior subordinated notes in December 2010, which subsequently lowered our interest expense. In addition, interest expense was higher in 2010 due to the write-off of a portion of deferred financing costs associated with the April 2010 paydown and commitment reduction of our prior revolving credit facility.

2010 Compared With 2009

Sales

              Total sales increased $267.3 million, or 14%, to $2,240.6 million in 2010 from $1,973.3 million in 2009. The increase was due primarily to higher prices for many of the commodity products we manufacture and distribute. The Random Lengths' composite lumber and panel prices were approximately 27% and 25% higher, respectively, on average, during 2010 compared with 2009. Government interventions, like the tax credit for first-time home buyers, supported the new residential construction market in the first half of 2010, but once the tax credit expired, demand weakened. Lumber and panel prices rose sharply from the start of the year through April 2010 and began to

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retreat in early May. The Random Lengths composite lumber and panel prices dropped from $367 and $474, respectively, at their peak in April 2010 to $247 and $328, respectively, by late June. We believe the dramatic drop was the result of stagnating demand and increased industry production in response to a run-up in prices in the first four months of the year, which resulted from constrained dealer inventory levels, curtailments and disrupted imports. Prices were less volatile in the last half of the year.

              Building Materials Distribution.    Sales increased $168.2 million, or 10%, to $1,778.0 million in 2010 from $1,609.8 million in 2009. The increase was driven primarily by an 11% increase in product sales prices. Compared with 2009, the volume of product sold was flat.

              Wood Products.    Sales increased $136.6 million, or 25%, to $687.4 million in 2010 from $550.8 million in 2009. The increase in sales was attributable to higher sales volumes and prices for all of our major product lines. The increase in sales volumes was due primarily to the capture of further sales opportunities with existing customers of plywood and EWP and the modest 6% increase in housing starts. Compared with 2009, plywood sales prices and volumes increased 16% and 10%, respectively, and lumber sales prices and volumes increased 21% and 2%, respectively. In 2010, LVL and I-joist sales volumes increased 16% and 21%, respectively, due to the capture of further sales opportunities with existing customers, the modest increase in housing starts and further EWP market penetration, as more builders transitioned to the use of EWP. Compared with 2009, LVL and I-joist prices increased 4% and 5%, respectively, due to two price increases implemented in 2010.

Costs and Expenses

              Materials, labor and other operating expenses, including from related parties, increased $194.0 million, or 11%, to $1,981.0 million in 2010, compared with $1,787.0 million in 2009. The increase was driven primarily by higher purchased materials costs of $164.5 million in our Building Materials Distribution segment. Gross margins decreased 50 basis points in our Building Materials Distribution segment, due primarily to volatility in the commodity product markets during the year. Conversely, in 2009, commodity product prices trended higher, which positively affected gross margins. In our Wood Products segment, wood costs increased $27.6 million. Compared with 2009, chemical and energy costs increased $8.2 million. The increase in materials, labor and other operating expenses, including from related parties, was also attributable to an increase in sales volumes in all of our major product lines in our Wood Products segment. While total materials, labor and other operating expenses, including from related parties, increased in 2010, total costs decreased as a percent of sales, as these costs did not increase at the same pace as sales.

              Depreciation and amortization expenses decreased $6.0 million, or 15%, to $34.9 million in 2010, compared with $40.9 million in 2009. In 2009, we recognized $5.2 million of incremental expense as a result of accelerating depreciation on the assets at our La Grande, Oregon, lumber manufacturing facility following our decision to close the operations.

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              Selling and distribution expenses increased $12.0 million, or 6%, to $202.5 million in 2010, compared with $190.4 million in 2009. The increase was due to increased occupancy-related expenses at the building materials distribution facilities we added or expanded in 2010, increased transportation costs and increased compensation and benefit costs. While total selling and distribution expenses increased in 2010, costs decreased as a percent of sales, because these costs did not increase at the same pace as sales.

              General and administrative expenses, including from related party, increased $2.4 million, or 7%, to $40.0 million in 2010, compared with $37.6 million in 2009. The increase was principally the result of higher compensation and benefit costs.

              Outsourcing Services Agreement.    Included in the 2010 and 2009 costs and expenses set forth above, are $14.4 million and $14.9 million of expenses related to the Outsourcing Services Agreement we have with Boise Inc. For more information related to the Outsourcing Services Agreement, see Note 3, "Outsourcing Services Agreement," to our audited consolidated financial statements, included elsewhere in this prospectus.

              In 2010, other (income) expense included $4.6 million of income associated with receiving proceeds from a litigation settlement related to vendor product pricing. In 2009, other (income) expense included $3.2 million of expense related to facility closures and a net $0.7 million noncash curtailment gain related to amending our defined benefit pension plan for salaried employees and nonqualified salaried pension plans so that no future benefits would accrue in the plans after December 31, 2009.

Income (Loss) From Operations

              Our loss from operations decreased $70.3 million, or 84%, from $83.5 million in 2009 to $13.2 million in 2010. The improved financial results were driven primarily by higher product prices. Also contributing to the improved results in 2010 were favorable per-unit conversion costs in our Wood Products segment.

              Wood Products.    Segment loss decreased $69.2 million, or 90%, from $77.3 million in 2009 to $8.1 million in 2010. The improved financial results in 2010 were driven primarily by favorable product prices, primarily plywood prices, which increased 16%. Compared with 2009, favorable per-unit conversion costs also contributed to improved financial results. In 2010, we recorded $0.5 million of income from a litigation settlement related to vendor product pricing. The Wood Products segment loss for 2009 included $8.9 million of expenses related to closing our lumber manufacturing facility in La Grande, Oregon. Excluding the $0.5 million litigation settlement from the 2010 results and the $8.9 million of expenses related to closing our lumber manufacturing facility in La Grande in 2009, segment loss decreased $59.8 million.

              Building Materials Distribution.    Segment income increased $3.6 million, or 46%, from $8.0 million in 2009 to $11.6 million in 2010. Excluding the $4.1 million of income recorded from a litigation settlement related to vendor product pricing, segment income decreased $0.5 million. The decrease in income was driven by increased occupancy-related expenses at the building materials distribution facilities we added or expanded in 2010 and higher compensation and benefit costs, offset by higher gross margin dollars from increased sales.

Other

              Gain on repurchase of long-term debt.    During 2010 and 2009, we repurchased $8.6 million and $11.9 million of senior subordinated notes, respectively. In 2009, we recorded a $6.0 million gain related to the repurchase.

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              Interest expense.    In 2010, interest expense was $21.0 million, compared with $22.5 million in 2009. The decrease was driven primarily by a lower amount of borrowings outstanding during 2010. For more information, see "—Liquidity and Capital Resources—Financing Activities."

Taxation

              We are currently 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 equityholders, as well as income taxes payable by our separate subsidiaries that are taxed as corporations. Following our conversion to a corporation in connection with this offering, our effective tax rate is expected to be higher than in historical periods based on U.S. federal and state income tax rates applicable to a corporation and because we will not be able to utilize the net operating losses incurred while we were a limited liability company.

Liquidity and Capital Resources

              At September 30, 2012, we had $224.4 million of cash and $219.6 million of long-term debt, including current portion. At September 30, 2012, we had $483.8 million of available liquidity (cash and cash equivalents and unused borrowing capacity under our senior secured asset-based revolving credit facility). We generated $42.0 million of cash during the nine months ended September 30, 2012, as cash provided by operations was offset partially by capital spending acquisitions and distributions to members, as discussed below.

              On September 7, 2012, we entered into a first amendment to our revolving credit facility, which increased the aggregate lending commitments under our revolving credit facility from $250.0 million to $300.0 million. On October 12, 2012, we borrowed $50.0 million under our 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 $250.0 million aggregate amount of our senior notes to fund the redemption of our remaining senior subordinated notes and for general corporate purposes, as discussed further below. As a result of these measures, our long-term debt as of November 15, 2012 was $300.0 million.

              We ended 2011 with $182.5 million of cash and $219.6 million of long-term debt. At December 31, 2011, we had $324.3 million of available liquidity (unrestricted cash and cash equivalents and unused borrowing capacity under our revolving credit facility). We used $82.1 million of cash during the year ended December 31, 2011, principally to fund working capital increases, capital spending, pension contributions and acquisitions, as discussed below. On July 13, 2011, we replaced our $170.0 million credit facility with our revolving credit facility, a new $250.0 million credit facility that, when compared with the previous facility, has both lower interest rates and an extended maturity. See "—Financing Activities" below for more information on our revolving credit facility.

              At September 30, 2012 and December 31, 2011, our cash was invested in high-quality, short-term investments, which we record in "Cash and cash equivalents."

              We expect to make a $225.0 million cash distribution to BC Holdings prior to this offering. We anticipate that we will repay $25.0 million of borrowings under our revolving credit facility prior to making the distribution in order to comply with the 3.5:1.0 pro forma leverage ratio contained in the indenture governing our senior notes. We anticipate that our cash reserves will be substantially replenished by the proceeds of this offering.

              We believe that our cash flows from operations, combined with our current cash levels, the proceeds from this offering and available borrowing capacity, will be adequate to fund debt service

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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.

 
  Year Ended December 31   Nine Months Ended
September 30
 
 
  2009   2010   2011   2011   2012  
 
  (in thousands)
 

Cash provided by (used for) operations

  $ (35,223 ) $ 10,287   $ (42,981 ) $ (31,116 ) $ 64,872  

Cash used for investment

    (20,300 )   (35,453 )   (36,617 )   (27,817 )   (19,869 )

Cash provided by (used for) financing

    66,822     2,666     (2,548 )   (2,547 )   (3,040 )

Operating Activities

      Nine Months Ended September 30, 2012 Compared With Nine Months Ended September 30, 2011

              For the nine months ended September 30, 2012, our operating activities generated $64.9 million of cash, compared with $31.1 million of cash used for operations in the same period in 2011. The $64.9 million of cash provided by operations was due primarily to $75.8 million of income (before noncash income and expenses), offset partially by a $7.5 million increase in working capital and pension contributions of $8.2 million. The $31.1 million of cash used for operations during the nine months ended September 30, 2011, was driven primarily by increases in working capital of $27.7 million and pension contributions of $10.3 million, offset partially by $7.0 million of income (before noncash income and expenses).

              The increases in working capital in both periods were attributable primarily to higher receivables and inventories, offset partially by an increase in accounts payable and accrued liabilities. The increases in receivables in both periods primarily reflect increased sales of approximately 33% and 33%, comparing sales for the months of September 2012 and 2011 with sales for the months of December 2011 and 2010, respectively. The increase in inventories during the nine months ended 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 $82.3 million of cash during the nine months ended September 30, 2012, compared with $27.6 million in the same period a year ago. During the nine months ended September 30, 2012, increases in inventory levels and accrued incentive compensation led to the increase in accounts payable and accrued liabilities.

      2011 Compared With 2010

              In 2011, our operating activities used $43.0 million of cash, compared with $10.3 million of cash provided by operating activities in 2010. Compared with 2010, the $53.3 million increase in cash used for operations in 2011 relates primarily to the following:

    A $9.6 million decrease in income in our Building Materials Distribution segment and a $7.0 million increase in losses in our Wood Products segment.  The decline in results for 2011 was the result of a 20-basis-point decline in gross margins and higher transportation costs in

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      our Building Materials Distribution segment. During 2010, we recorded $4.6 million of income for cash received from a litigation settlement related to vendor product pricing, of which $4.1 million was recorded in the Building Materials Distribution segment and $0.5 million in the Wood Products segment. Also, in our Wood Products segment, the increased loss was driven by a decrease in plywood selling prices and an increase in selling and distribution costs, offset partially by higher prices and sales volumes in our EWP business, as well as higher byproduct sales.

    A $34.8 million increase in working capital during 2011, compared with a $2.6 million increase in working capital during 2010.  Working capital is subject to cyclical operating needs, the timing of the collection of receivables, the payment of payables and expenses and to a lesser extent, seasonal fluctuations in our operations. The increases in working capital in both periods were attributable primarily to higher receivables and inventories, offset partially by an increase in accounts payable and accrued liabilities. The increases in receivables in both periods primarily reflect increased sales of approximately 11% and 14%, comparing sales for the months of December 2011 and 2010 with sales for the months of December 2010 and 2009, respectively. The increase in inventories in 2011 primarily represents an increase in log and plywood inventory in our Wood Products segment. Accounts payable and accrued liabilities increased in 2011, as higher accounts payable, driven by higher inventories, were mostly offset by lower compensation and benefit-related accrued liabilities. We accrued less incentive compensation during the year ended December 31, 2011, compared with 2010 and the majority of the employee incentive compensation that was accrued in 2010 was paid out in first quarter 2011.

    An increase in cash contributions to our pension plans.  During 2011, we used $13.6 million of cash to make pension contributions, compared with $3.9 million during 2010.

      2010 Compared With 2009

              In 2010, our operating activities provided $10.3 million of cash, compared with $35.2 million of cash used by operating activities in 2009. Compared with 2009, the $45.5 million increase in cash provided by operations in 2010 relates primarily to the following:

    A $69.2 million decrease in losses in our Wood Products segment and a $3.6 million increase in income in our Building Materials Distribution segment.  The improved results for 2010 were the result of higher product prices, favorable per-unit conversion costs in our Wood Products segment and $4.6 million of income recorded from a litigation settlement.

    Fewer cash contributions to our pension plans.  During 2010, we used $3.9 million of cash to make pension contributions, compared with $28.4 million during 2009.

    The increase in cash provided by the items discussed above was offset partially by $2.6 million of cash used by an increase in working capital during 2010, compared with $40.7 million of cash generated by the reduction of working capital during 2009.  The slight increase in working capital during 2010 was primarily attributable to an increase in inventory and higher receivables, offset partially by higher accounts payable and accrued liabilities. Inventory and accounts payable increased in our Building Materials Distribution segment due to new and expanded locations, product line expansions and increased purchases made in December 2010 to benefit from pricing discounts and extended payment terms offered by vendors. The higher receivables primarily reflect increased sales of approximately 14%, comparing sales for the month of December 2010 with sales for the month of December 2009.

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Investment Activities

      Nine Months Ended September 30, 2012 as Compared to Nine Months Ended September 30, 2011

              During the nine months ended September 30, 2012 and 2011, we used approximately $17.7 million and $25.3 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 nine months ended 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 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.

      2011

              During the year ended December 31, 2011, we used approximately $33.5 million of cash for purchases of property and equipment, which included expansions of certain facilities (particularly Dallas, Texas) in our Building Materials Distribution segment. In addition, we spent $5.8 million for the acquisition of a laminated beam and decking manufacturing plant in Homedale, Idaho and received proceeds of $3.1 million from the sale of assets, including the sale of certain land and timber holdings.

              Details of 2011 capital investment by segment are included in the table below:

 
  Year Ended December 31, 2011  
 
  Acquisition/
Expansion
  Quality/
Efficiency(a)
  Replacement,
Environmental,
and Other(b)
  Total  
 
   
  (in millions)
   
 

Wood Products

  $ 5.9   $ 6.2   $ 17.2   $ 29.3  

Building Materials Distribution

    3.9     0.1     6.0     10.0  

Corporate and Other

                 
                   

Total

  $ 9.8   $ 6.3   $ 23.2   $ 39.3  
                   

(a)
Quality and efficiency projects include quality improvements, modernization, energy and cost-saving projects.

(b)
During 2011, we spent approximately $2.4 million on environmental compliance. We expect to spend a similar amount in 2012 for this purpose.

      2010

              During 2010, we used approximately $35.8 million of cash for purchases of property and equipment, which included expenditures for a new veneer dryer (dryer eight) at our facility in Medford, Oregon, as well as costs related to other replacement projects and ongoing environmental compliance. We expect the Medford veneer dryer to reduce our costs through higher productivity and reduced seasonal purchases of dry veneer. During 2010, we received $1.3 million of net proceeds from the sale of property and equipment.

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              Details of 2010 capital investment by segment are included in the table below:

 
  Year Ended December 31, 2010  
 
  Acquisition/
Expansion
  Quality/
Efficiency(a)
  Replacement,
Environmental,
and Other (b)
  Total  
 
   
  (in millions)
   
 

Wood Products

  $ 0.4   $ 12.3   $ 10.2   $ 22.9  

Building Materials Distribution

    0.9         12.0     12.9  

Corporate and Other

                 
                   

Total

  $ 1.3   $ 12.3   $ 22.2   $ 35.8  
                   

(a)
Quality and efficiency projects include quality improvements, modernization, energy and cost-saving projects.

(b)
During 2010, we spent approximately $1.7 million on environmental compliance.

      2009

              During 2009, we used approximately $16.8 million of cash for purchases of property and equipment, which included expenditures for a new dryer (dryer seven) at our facility in Medford, Oregon, as well as costs related to other replacement projects and ongoing environmental compliance. In addition, we spent $4.6 million for the acquisition of businesses and facilities. We purchased a sawmill in Pilot Rock, Oregon and a truss assembly operation and EWP sales office in Saco and Biddeford, Maine, respectively.

Financing Activities

              During the nine months ended September 30, 2012 and 2011, we used $0.3 million and $2.5 million, respectively, of cash for financing costs related to our revolving credit facility, as discussed below. In addition, during the nine months ended September 30, 2012, we made $2.8 million of distributions to BC Holdings.

              During 2011, we used $2.5 million of cash for financing costs related to our revolving credit facility as discussed below.

              During 2010, we received $86.1 million from BC Holdings from its sale of 18.3 million Boise Inc. shares. We repurchased $8.6 million of senior subordinated notes for $8.5 million, plus accrued interest. On April 1, 2010, we borrowed $45.0 million under our revolving credit facility, bringing the total amount outstanding to $120.0 million. On April 30, 2010, we repaid the $120.0 million and we permanently reduced the lending commitments by a like amount, bringing the total commitments under our revolving credit facility to $170.0 million. This debt reduction, in combination with capital spending, fulfilled our obligations under the indenture governing our senior subordinated notes with respect to net available cash received in connection with the sale of Boise Inc. shares.

              During 2009, we received $83.2 million from BC Holdings from its sale of 18.8 million Boise Inc. shares. We repurchased $11.9 million of senior subordinated notes for $5.6 million, plus accrued interest. In addition, we repaid and subsequently reborrowed, $60.0 million of outstanding borrowings under our revolving credit facility. In connection with the $60.0 million payment on our revolving credit facility, we amended our revolving credit facility to permanently reduce the lending commitments by $60.0 million, bringing the total commitments from $350.0 million to $290.0 million. This debt reduction, in combination with capital spending, fulfilled our obligations under the indenture governing our senior subordinated notes with respect to net available cash received in connection with

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the June 2008 sale of the note receivable from Boise Inc. and the July 2008 sale of our Brazilian subsidiary. During 2009, we also made $10.7 million of distributions to BC Holdings to enable it to make tax distributions to its equityholders, most of which related to the taxable gain on the sale of our Paper and Packaging & Newsprint assets in 2008.

Debt Structure

              Long-term debt consisted of the following:

 
  December 31,
2010
  December 31,
2011
  September 30,
2012
 
 
  (in thousands)
 

Asset-based revolving credit facility

  $   $   $  

71/8% senior subordinated notes

    219,560     219,560     219,560  
               

Long-term debt

    219,560     219,560     219,560  

Current portion of long-term debt

            (25,000 )
               

Long-term debt, less current portion

  $ 219,560   $ 219,560   $ 194,560  

              As discussed below under "—Debt Refinancing," we refinanced our 71/8% senior subordinated notes subsequent to September 30, 2012.

Revolving Credit Facility

              On July 13, 2011, we and our 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., as agent and the banks named therein as lenders. Borrowings under our revolving credit facility are constrained by a borrowing base formula dependent upon levels of eligible receivables and inventory and are reduced by outstanding borrowings and letters of credit. On September 7, 2012, we entered into a first amendment to the related credit agreement, which increased the aggregate lending commitments under our revolving credit facility to $300 million. Other key terms of the credit agreement were unchanged by this first amendment. See "Description of Certain Indebtedness."

              Our revolving credit facility generally permits dividends only if certain conditions are met, including having minimum availability requirements (as described in "Description of Certain Indebtedness") and having a fixed charge coverage ratio of 1:1 on a pro forma basis.

              At September 30, 2012, and December 31, 2011, we had no borrowings outstanding under our revolving credit facility and approximately $10.0 million and $11.3 million, respectively, of letters of credit outstanding. We did not borrow under our revolving credit facility during the nine months ended September 30, 2012. On October 12, 2012, we borrowed $50.0 million under our 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 our 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, we issued $400.0 million of 71/8% senior subordinated notes due in 2014. 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. We

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deposited with the trustee a portion of the proceeds from our issuance of $250.0 million of senior notes on October 22, 2012, in an amount sufficient to pay and discharge the entire indebtedness on the senior subordinated notes, including interest. As of October 22, 2012, our obligations and those of the guarantors under our senior subordinated notes were discharged and satisfied, and the senior subordinated notes indenture generally ceased to be of further effect.

Debt Refinancing

              On October 22, 2012, we, and our wholly owned subsidiary, Boise Cascade Finance Corporation ("Boise Finance" and together with us, the "Co-issuers"), issued $250.0 million of 63/8% senior notes due in 2020 through a private placement that is exempt from the registration requirements of the Securities Act. Interest on our senior notes is payable 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. Our 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 Finance. In connection with the consummation of this offering, BC Holdings will cease to guarantee the Co-issuers' obligations under our senior notes and the related indenture. See "Description of Certain Indebtedness."

              Following the sale of our senior notes, as noted above, we used $145.6 million of the net proceeds of the sale to repay the senior subordinated notes at par plus interest through the redemption date. The remaining proceeds are available for general corporate purposes.

              The indenture governing our senior notes restricts the issuance of dividends other than a $100 million basket and except to the extent we have a consolidated leverage ratio no greater than 3.5:1.0. In addition, subject to compliance with a 2.0:1.0 consolidated charge coverage ratio, we will be entitled to make dividends in an amount generally equal to 50% of our net income from the date of the indenture governing our senior notes plus any contribution to equity or proceeds from sales of equity; provided that such amount will be reduced to the extent of certain other restricted payments, including pursuant to the 3.5:1.0 leverage ratio.

Cash Paid for Interest

              For the years ended December 31, 2009, 2010 and 2011 and the nine month periods ended September 30, 2011 and 2012, cash payments for interest, net of interest capitalized, were $20.0 million, $18.6 million, $16.7 million, $8.6 million and $8.7 million, respectively.

Contractual Obligations

              In the table below, we set forth our enforceable and legally binding obligations as of December 31, 2011, on a pro forma basis to give effect to $50.0 million of borrowings under our revolving credit facility in connection with the repayment of our senior subordinated notes, the issuance on October 22, 2012 of $250.0 million of senior notes and our anticipated repayment of $25.0 million of borrowings under our revolving credit facility. Some of the amounts included in the table are based on management's estimates and assumptions about these obligations, including their duration, the possibility of renewal, anticipated actions by third parties and other factors. Because these estimates and assumptions are necessarily subjective, our actual payments may vary from those reflected in the table. Purchase orders made in the ordinary course of business are excluded from the table below. Any

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amounts for which we are liable under purchase orders are reflected on the consolidated balance sheets as accounts payable and accrued liabilities.

 
   
  Payments Due by Period  
 
  2012   2013-2014   2015-2016   Thereafter   Total  
 
  (in millions)
 

Long-term debt(a)

  $   $   $ 25.0   $ 250.0   $ 275.0  

Interest(b)

    18.3     36.3     34.9     63.8     153.3  

Operating leases(c)

    12.1     22.7     18.7     41.4     94.9  

Purchase obligations:

                               

Raw materials and finished goods inventory(d)

    74.6     151.4     3.4     0.2     229.6  

Utilities(e)

    8.0                 8.0  

Other

    1.6     0.9             2.5  

Other long-term liabilities reflected on our Balance Sheet:

                               

Compensation and benefits(f)

    21.4     56.7     60.6     65.5     204.2  

Other(g)(h)

    2.1     2.6     1.7     5.6     12.0  
                       

Total

  $ 138.1   $ 270.6   $ 144.3   $ 426.5   $ 979.5  
                       

(a)
Includes (i) the $250.0 million of our senior notes issued on October 22, 2012 and (ii) $25.0 million outstanding under our revolving credit facility, which has a maturity of July 13, 2016.

(b)
Interest expense for 2012 and all subsequent periods gives effect to the refinancing of our senior subordinated notes and the issuance of our senior notes from the date these transactions occurred.

(c)
We enter into operating leases in the normal course of business. We lease a portion of our distribution centers as well as other property and equipment under operating leases. Some lease agreements provide us with the option to renew the lease or purchase the leased property. Our operating lease obligations would change if we exercised these renewal options and/or if we entered into additional operating lease agreements. For more information, see Note 6, "Leases," to our audited consolidated financial statements included elsewhere in this prospectus.

(d)
Amounts represent contracts to purchase approximately $230 million of wood fiber, approximately $34 million of which is purchased pursuant to fixed price contracts and approximately $196 million of which is purchased pursuant to variable contracts based on first quarter of 2012 pricing. Under most of these log and fiber supply agreements, we have the right to cancel or reduce our commitments in the event of a mill curtailment or shutdown. Future purchase prices under most of these agreements will be set quarterly or semiannually based on regional market prices. Our log and fiber obligations are subject to change based on, among other things, the effect of governmental laws and regulations, our manufacturing operations not operating in the normal course of business, log and fiber availability and the status of environmental appeals. Except for deposits required pursuant to wood supply contracts, these obligations are not recorded in our consolidated financial statements until contract payment terms take effect.

(e)
We enter into utility contracts for the purchase of electricity and natural gas. We also purchase these services under utility tariffs. These payment obligations were valued either at market prices as of December 31, 2011 or at a fixed price, in each case, in accordance with the terms

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      of the related utility contract or tariff. Because we consume the energy in the manufacture of our products, these obligations represent the face value of the contracts, not resale value.

(f)
Amounts consist primarily of our pension obligation and, to a lesser extent, the current portion of employee-related compensation liabilities of $3.9 million. Actuarially determined liabilities related to pension benefits are recorded based on estimates and assumptions. Key factors used in developing estimates of these liabilities include assumptions related to discount rates, expected rate of compensation increases, retirement and mortality rates and other factors. Changes in estimates and assumptions related to the measurement of funded status could have a material impact on the amount reported. In the table above, we allocated our pension obligations by year based on the future required minimum pension contributions, as determined by our actuaries. 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 to the $56.7 million presented in the table above.

(g)
Includes current liabilities of $2.1 million.

(h)
We have excluded $2.7 million and $1.1 million of deferred lease costs and deferred gains, respectively, from the other long-term liabilities in the above table. These amounts have been excluded because deferred lease costs relate to operating leases which are already reflected in the operating lease category above and deferred gains do not represent a contractual obligation that will be settled in cash.

              In addition to the contractual obligations quantified in the table above, we have other obligations for goods and services and raw materials entered into in the normal course of business.

Off-Balance-Sheet Activities

              At September 30, 2012 and December 31, 2011 and 2010, we had no material off-balance-sheet arrangements with unconsolidated entities.

Guarantees

              Note 9, "Debt," Note 15, "Commitments, Legal Proceedings and Contingencies and Guarantees" and Note 16, "Consolidating Guarantor and Nonguarantor Financial Information," to our audited consolidated financial statements included elsewhere in this prospectus 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. There have been no material changes to the guarantees disclosed in our audited financial statements as of December 31, 2011, other than the repayment of our senior subordinated notes previously guaranteed by our domestic subsidiaries and the issuance of our senior notes, which are similarly guaranteed by BC Holdings and by our domestic subsidiaries; provided that BC Holdings will cease to guarantee our senior notes upon the consummation of this offering.

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.

Disclosures of Financial Market Risks

              In the normal course of business, we are exposed to financial risks such as changes in interest rates, foreign currency exchange rates and commodity price risk. During 2009, 2010 and 2011 and the nine months ended September 30, 2012, we did not use derivative instruments.

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Interest Rate Risk

              When we have loan amounts outstanding on our revolving credit facility, we are exposed to interest rate risk arising from fluctuations in interest rates. During 2009, 2010 and 2011 and the nine months ended September 30, 2012, we did not use any interest rate swap contracts to manage this risk.

Foreign Currency Risk

              We have sales in countries outside the United States. As a result, we are exposed to movements in foreign currency exchange rates, primarily in Canada, but we do not believe our exposure to currency fluctuations is significant. During 2009, 2010 and 2011 and the nine months ended September 30, 2012, we did not use any foreign currency hedges to manage this risk.

Commodity Price Risk

              Many of the products we manufacture or purchase and resell and some of our key production inputs are commodities whose price is determined by the market's supply and demand for such products. Price fluctuations in our selling prices and key costs have a significant effect on our financial performance. The markets for most of these commodities are cyclical and are affected by factors such as global economic conditions, including the strength of the U.S. housing market, changes in or disruptions to industry production capacity, changes in inventory levels and other factors beyond our control. During 2009, 2010 and 2011 and the nine months ended September 30, 2012, we did not manage commodity price risk with derivative instruments.

Financial Instruments

              The table below provides information as of December 31, 2011, about our financial instruments that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted average interest rates by expected maturity dates. For obligations with variable interest rate sensitivity, the table sets forth payout amounts based on December 31, 2011 rates and does not attempt to project future rates. Other instruments subject to market risk, such as obligations for pension plans and other postretirement benefits, are not reflected in the table.

 
   
   
   
   
  December 31, 2011  
 
  2012-2014   2015   2016   Thereafter   Total   Fair
Value(b)
 

Long-term debt

                                     

Fixed-rate debt payments(a):

    (in millions)  

Senior subordinated notes

  $ 219.6   $   $   $   $ 219.6   $ 218.1  

Average interest rates

    7.1 %               7.1 %    

Variable-rate debt payments(a)

  $   $   $   $   $   $  

Average interest rates

                         

(a)
These obligations are further explained in "Financing Activities" under "Liquidity and Capital Resources" in this Management's Discussion and Analysis of Financial Condition and Results of Operations. The table assumes our long-term debt is held to maturity.

(b)
We estimated the fair value based on quoted market prices as of December 31, 2011, for our debt.

Critical Accounting Estimates

              The preparation of financial statements in accordance with GAAP 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

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and reported amounts of revenues and expenses. Actual results could differ from these estimates. We believe that the accounting estimates discussed below represent the accounting estimates requiring the exercise of judgment where a different set of judgments could result in the greatest changes to reported results. We reviewed the development, selection and disclosure of our critical accounting estimates with the audit committee of our board of directors. Our current critical accounting estimates are as follows:

Pensions

              We calculate pension expense and liabilities using actuarial assumptions, including discount rates, expected return on plan assets, expected rate of compensation increases, retirement and mortality rates, expected contributions and other factors. We based the assumptions used to calculate pension expense on the following factors:

              Discount Rate Assumption.    The discount rate reflects the current rate at which the pension obligations could be settled based on the measurement dates of the plans—December 31. In all years presented, the discount rates were determined by matching the expected plan benefit payments against a spot rate yield curve constructed to replicate the yields of Aa-rated corporate bonds.

              Asset Return Assumption.    We base our expected long-term rate of return on plan assets on a weighted average of our expected returns for the major asset classes (equities, fixed-income securities, hedge funds and real estate) in which we invest. The weights we assign each asset class are based on our investment strategy. Expected returns for the asset classes are based on long-term historical returns, inflation expectations, forecasted gross domestic product, earnings growth and other economic factors. We developed our return assumption based on a review of the fund manager's estimates of future market expectations by broad asset class, actuarial projections and expected long-term rates of return from external investment managers. The weighted average expected return on plan assets used in our calculation of 2012 net periodic benefit cost is 6.75%.

              Rate of Compensation Increases.    Generally, this assumption reflects our long-term actual experience, the near-term outlook and assumed inflation. However, in connection with amending the salaried and nonqualified plans on March 18, 2009 to freeze pension benefits effective December 31, 2009 (see Note 11, "Retirement and Benefit Plans," to our audited consolidated financial statements included elsewhere in this prospectus), we changed the assumption for the rate of compensation increase to zero. In addition to the salaried benefits being frozen, there are currently no scheduled increases in pension benefit rates applicable to past service in the active plan covering our hourly employees.

              Retirement and Mortality Rates.    These rates are developed to reflect actual and projected plan experience.

              Expected Contributions.    Plan obligations and expenses are based on existing retirement plan provisions. No assumption is made for future changes to benefit provisions beyond those to which we are presently committed. For example, we may commit to changes in future labor contracts. In 2011, we made $13.6 million in contributions to our pension plans. We expected to contribute approximately $20.0 million to our pension plans in 2012.

              We recognize the funded status of our pension plans on our Consolidated Balance Sheet and recognize the actuarial and experience gains and losses and the prior service costs and credits as a component of other comprehensive loss, net of tax, in our Consolidated Statement of Capital. Actual results that differ from assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense in future periods. While we believe that the assumptions used to measure our pension obligations are reasonable, differences in actual experience or changes in assumptions may materially affect our pension obligations and future expense.

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              We believe that the accounting estimate related to pensions is a critical accounting estimate for all of our segments because it is highly susceptible to change from period to period. The future effects of pension plans on our financial position and results of operations will depend on economic conditions, employee demographics, mortality rates, retirement rates, investment performance, the pension regulatory environment, benefit plan design and funding decisions, among other factors. The following table presents selected assumptions used and expected to be used in the measurement of pension expense in the following periods:

 
  Year Ended December 31    
 
 
  Year Ending
December 31, 2012
 
 
  2010   2011  
 
  (in millions, except percentages)
 

Pension expense

  $ 7.40   $ 11.40   $ 12.90  

Discount rate

    5.90 %   5.35 %   4.20 %

Expected rate of return on plan assets

    7.25 %   7.00 %   6.75 %

Rate of compensation increases(a)

             

(a)
The compensation increase is zero due to the fact that the salaried and nonqualified benefits were frozen December 31, 2009. In addition to the salaried benefits being frozen, there are currently no scheduled increases in pension benefit rates applicable to past service in the active plan covering our hourly employees.

              A change of 0.25% in either direction to the discount rate or the expected rate of return on plan assets would have had the following effect on 2012 and 2011 pension expense. These sensitivities are specific to 2012 and 2011. The sensitivities may not be additive, so the impact of changing multiple factors simultaneously cannot be calculated by combining the individual sensitivities shown.

 
   
  Increase (Decrease)
in Pension Expense
 
 
  Base
Expense
  0.25%
Increase
  0.25%
Decrease
 
 
  (in millions)
 

2012 Expense

                   

Discount rate

  $ 12.9   $ (1.4 ) $ 1.4  

Expected rate of return on plan assets

    12.9     (0.7 )   0.7  

2011 Expense

                   

Discount rate

  $ 11.4   $ (0.8 ) $ 1.2  

Expected rate of return on plan assets

    11.4     (0.6 )   0.6  

Long-Lived Asset Impairment

              We review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. An impairment of a long-lived asset exists when the carrying value is not recoverable through future undiscounted cash flows from operations and when the carrying value of an asset or asset group exceeds its fair value.

              Long-lived asset impairment is a critical accounting estimate, as it is susceptible to change from period to period. We estimate the fair value of an asset or asset group based on quoted market prices (the amount for which the asset(s) could be bought or sold in a current transaction with a third party) when available. When quoted market prices are not available, we use a discounted cash flow model to estimate fair value. To measure future cash flows, we are required to make assumptions about future production volumes, future product pricing and future expenses to be incurred. Estimates of future cash flows may change based on overall economic conditions, the availability of wood fiber, environmental requirements, capital spending and other strategic management decisions.

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              Should the markets for our products deteriorate further or should we decide to invest capital differently and should other cash flow assumptions change, it is possible that we will be required to record noncash impairment charges in the future that could have a material impact on our results of operations. Due to the numerous variables associated with our judgments and assumptions relating to the valuation of assets and the effects of changes on these valuations, both the precision and reliability of our estimates are subject to uncertainty. As additional information becomes known, we may change our estimates.

Allowance for Doubtful Accounts

              We make ongoing estimates relating to the collectibility of our accounts receivable and maintain a reserve for estimated losses resulting from the inability of our customers to meet their financial obligations to us. At September 30, 2012 and December 31, 2011, we had $2.9 million and $2.1 million recorded as allowances for doubtful accounts. Estimating our allowance for doubtful accounts is a critical accounting estimate, as it involves complex judgments about our customers' ability to pay. In determining the amount of the reserve, we consider our historical level of credit losses, customer concentrations, current economic trends and changes in customer creditworthiness. Our sales are principally to customers in the building products industry located in the United States and Canada. A significant portion of our sales are concentrated with a relatively small number of customers. In 2011, our top ten customers represented approximately 27% of sales. In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations. At September 30, 2012 and December 31, 2011, the receivables from a single customer accounted for approximately 15% and 14%, respectively, of total receivables. No other customer accounted for 10% or more of total receivables as of September 30, 2012 or December 31, 2011.

              The low level of new residential construction in the U.S. and disruptions in the capital markets have affected the ability of our customers and our customers' customers to fund their operations, which makes it difficult for us to estimate future credit losses. Although we have not experienced material credit losses in recent years, our actual future losses from uncollectible accounts may differ materially from our current estimates. As additional information becomes known, we may change our estimates. In the event we determine that a change in the reserve is appropriate, we will record a charge to "Selling and distribution expenses" in our Consolidated Statements of Income (Loss) in the period we make such a determination.

Goodwill and Intangible Asset Impairment

              Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. At December 31, 2011, we had $12.2 million of goodwill recorded on our Consolidated Balance Sheet, of which $5.6 million was recorded in our Building Materials Distribution segment and $6.6 million was recorded in our Wood Products segment. At December 31, 2011, the net carrying amount of intangible assets with indefinite lives, which represent our trade names and trademarks, was $8.9 million.

              We maintain two reporting units for purposes of our goodwill impairment testing, Building Materials Distribution and Wood Products, which are the same as our operating segments discussed in Note 14, "Segment Information," to our audited consolidated financial statements included elsewhere in this prospectus. We test goodwill in each of our reporting units and indefinite-lived intangible assets for impairment annually in the fourth quarter or sooner if events or changes in circumstances indicate that the carrying value of the asset may exceed fair value. In conducting our goodwill impairment analysis, we utilize the discounted cash flow approach that estimates the projected future cash flows to be generated by our reporting units, discounted to present value using a discount rate reflecting weighted average cost of capital for a potential market participant. For our intangible asset impairment

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testing, we use a discounted cash flow approach, based on a relief from royalty method. This method assumes that through ownership of trademarks and trade names, we avoid royalty expense associated with licensing, resulting in cost savings. An estimated royalty rate, determined as a percentage of sales, is used to estimate the value of the intangible assets. Differences in assumptions used in projecting future cash flows and cost of funds could have a significant impact on the determination of the fair value of our reporting units and intangible assets. The following assumptions are key to our estimates of fair value:

              Business projections.    Projections are based on five-year forecasts that are developed internally by management for use in managing the business and reviewed by the board of directors. These projections include significant assumptions such as estimates of future revenues, profits, working capital requirements, operating plans and capital expenditures. Our forecasts are driven by consensus estimates of key economic indicators that affect our operating results, most notably new residential and light commercial construction and repair and remodel activity. These economic indicators are then used to estimate future production volumes, selling prices and key input costs for our manufactured products. Our forecasts also take into consideration recent sales data for existing products, planned timing of capital projects and anticipated conversion and distribution expenses. Our pricing assumptions are estimated based upon an assessment of industry supply and demand dynamics for our major products.

              Growth rates.    A growth rate is used to calculate the terminal value in the discounted cash flow model. The growth rate is the expected rate at which earnings or revenue is projected to grow beyond the five-year forecast period.

              Discount rates.    Future cash flows are discounted at a rate that is consistent with a weighted average cost of capital for a potential market participant. The weighted average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise. The discount rates selected are based on existing conditions within our industry and reflect adjustments for potential risk premiums in those markets as well as weighting of the market cost of equity versus debt.

              Based on the results of the first step of the goodwill impairment test, we determined that the fair value of each of our reporting units substantially exceeded their carrying amounts and, therefore, no goodwill impairment existed. As a result, the second step of the goodwill impairment test was not required to be completed. In addition, based on the impairment tests of our intangible assets with indefinite lives, we determined that the fair value of our intangible assets exceeds their carrying value.

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," to our unaudited quarterly consolidated financial statements included elsewhere in this prospectus.

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BUSINESS

Our Company

              We are a large, vertically-integrated wood products manufacturer and building materials distributor with widespread operations throughout the United States and Canada. We are the second largest manufacturer of LVL, I-joists and plywood in North America. We are also one of the largest stocking wholesale distributors of building products in the United States. Our broad line of products is used primarily in new residential construction, residential repair and remodeling projects, light commercial construction and industrial applications. We believe our large, vertically-integrated operations provide us with significant advantages over less integrated competitors and position us to optimally serve our customers. We have a broad base of more than 4,500 customers, which includes a diverse mix of leading wholesalers, home improvement centers, retail lumberyards and industrial converters. In the LTM period, no single customer represented more than 11% of sales and our top ten customers represented less than 31% of sales. For the LTM period, we generated sales of $2,631.9 million, income before interest and taxes of $45.7 million and EBITDA of $80.1 million.

              We supply our customers through 49 strategically located facilities (consisting of 18 manufacturing facilities and 31 distribution facilities). The following map indicates our headquarters, EWP and other manufacturing facilities and building materials distribution facilities:

GRAPHIC

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              In addition to the vertical integration between our manufacturing and distribution operations, our EWP manufacturing facilities are closely integrated with our nearby plywood operations, which allows us to optimize both production processes. Throughout the housing downturn, we have continued to make strategic capital investments to increase our manufacturing capacity and expand our building materials distribution network. We believe that our scale, closely integrated businesses and significant capital investments throughout the downturn provide us with substantial operating leverage to benefit from a recovery in the U.S. housing market.

              We operate our company through two primary segments: our Wood Products segment and our Building Materials Distribution segment. The charts below summarize the breakdown of our business for the LTM period.

LTM SALES BY SEGMENT(1)(2)
 
LTM EBITDA BY SEGMENT(1)(3)

 

 

 

GRAPHIC
 
GRAPHIC

(1)
Financial data for the LTM period presented in this prospectus is derived by adding financial data for the year ended December 31, 2011 to financial data for the nine months ended September 30, 2012 and subtracting financial data for the nine months ended September 30, 2011.

(2)
Segment percentages are calculated before intersegment eliminations.

(3)
Segment percentages exclude Corporate and Other segment expenses.

              Wood Products ($69.2 million, or 73%, of LTM EBITDA).    Our Wood Products segment is the second largest manufacturer of EWP and plywood in North America, with a highly integrated national network of 17 manufacturing facilities. Our wood products are used primarily in new residential construction, residential repair and remodeling projects and light commercial construction. We are focused on profitably gaining EWP market share and maintaining a strong market presence in plywood and pine lumber by providing superior customer service and distribution support. We manufacture LVL, I-joists and laminated beams, which are high-grade, value-added structural products used in applications where additional strength and consistent quality are required. LVL is also used in the manufacture of engineered I-joists, which are assembled by combining a vertical web of OSB with top and bottom LVL or solid wood flanges. We also produce plywood, studs, particleboard and ponderosa pine lumber, a premium lumber grade sold primarily to manufacturers of specialty wood windows, moldings and doors. We enjoy the benefit of long-term wood supply agreements put in place in 2005 following the sale of our timberlands, under which we purchase timber at market-based prices. Approximately 40% of our log consumption is typically supplied through these agreements, giving us access to timberlands near our manufacturing operations.

              Our EWP manufacturing facilities are closely integrated with our nearby plywood operations to optimize veneer utilization, by enabling us to dedicate higher quality veneers to higher margin applications and lower quality veneers to plywood products, giving us an advantage over our less integrated competitors. For the LTM period, EWP, plywood and lumber accounted for 35%, 44% and

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9%, respectively, of our Wood Products sales. Most of our wood products are sold to leading wholesalers (including our Building Materials Distribution segment), home improvement centers, retail lumberyards and industrial converters. In the LTM period, approximately 37% of our Wood Products sales, including approximately 71% of our EWP sales, were to our Building Materials Distribution segment. For the LTM period, our Wood Products segment generated sales, income before interest and taxes and EBITDA of $893.0 million, $43.7 million and $69.2 million, respectively.

              Building Materials Distribution ($26.2 million, or 27%, of LTM EBITDA).    We are one of the largest national stocking wholesale distributors of building materials in the United States. Our nationwide network of 31 strategically-located distribution facilities sells a broad line of building materials, including EWP, OSB, plywood, lumber and general line items such as framing accessories, composite decking, roofing, siding and insulation. We also operate a truss manufacturing plant located in Maine. Our products are used in the construction of new residential housing, including single-family, multi-family and manufactured homes, repair and remodeling projects and the construction of light industrial and commercial buildings. Except for EWP, we purchase most of these building materials from more than 1,000 third-party suppliers ranging from large manufacturers, such as James Hardie Building Products, Trex Company, Louisiana-Pacific and Georgia-Pacific, to small regional producers.

              We market our products primarily to retail lumberyards and home improvement centers that then sell the products to end customers, who are typically professional builders, independent contractors and homeowners engaged in residential construction projects. We also market our products to industrial converters, which use our products to assemble windows, doors, agricultural bins and other value-added products used in industrial and repair and remodel applications. We believe that we are attractive to customers in our Building Materials Distribution segment because we provide a high level of customer service and a broad line of products from a large number of quality manufacturers. The majority of our competitors in this segment are specialized, local or regional distributors focused primarily on a narrow range of products. We also compete against other national wholesalers. Unlike many of our competitors who focus primarily on a narrow range of products, we are a one-stop resource for our customers' building materials needs, which allows for more cost-efficient ordering, delivery and receiving. Furthermore, we believe that our national presence and long-standing relationships with many of our key suppliers allow us to obtain favorable price and term arrangements and offer excellent customer service on top brands in the building materials industry. We have expertise in special-order sourcing and merchandising support, which is a key service for our home improvement center customers that choose not to stock certain items in inventory. Our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital, which we believe has led to increased market share during the housing downturn. For the LTM period, our Building Materials Distribution segment generated sales, income before interest and taxes and EBITDA of $2,066.6 million, $17.4 million and $26.2 million, respectively.

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              The following diagram illustrates our value chain:

BOISE CASCADE VALUE CHAIN

GRAPHIC

Our Industry

              The building products manufacturing and distribution industry in North America is highly competitive, with a number of producers manufacturing and selling a broad range of products. Demand for our products is principally influenced by new residential construction, light commercial construction and repair and remodeling activity in the United States. Drivers of new residential construction, light commercial construction and repair and remodeling activity include new household formation, the age of the housing stock, availability of credit and other macroeconomic factors, such as GDP growth, population growth, migration, interest rates, employment and consumer sentiment. Purchasing decisions made by the customers who buy our wood products are generally based on price, quality and, particularly with respect to EWP, customer service and product support.

              From 2005 to 2011, total housing starts in the United States declined by more than 70%. The significant drop in new residential construction has created challenging conditions for building products manufacturers and distributors, with substantial reductions in manufacturing and distribution capacity occurring since late 2008 as companies adjusted to lower industry demand. According to the U.S. Census Bureau, total housing starts in the United States were 0.59 million in 2010 and 0.61 million in 2011, modest increases over the 2009 level of 0.55 million (the lowest year on record) but significantly less than the 50-year average rate of 1.5 million. Prior to 2008, the housing market had not experienced a year with total housing starts below 1.0 million since the U.S. Census Bureau began its annual recordkeeping in 1959.

              In the U.S., single- and multi-family housing starts were 0.87 million in September 2012 on a seasonally adjusted annual rate basis, an increase of 35% from September 2011. In November 2012, the

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Blue Chip Economic Indicators median consensus forecast of single- and multi-family housing starts in the U.S. was approximately 0.77 million units for 2012 and approximately 0.92 million units for 2013, which represent annual increases of 26% and 19%, respectively. We believe that over the long-term, there is considerable growth potential in the U.S. housing sector. In November 2012, IHS Global Insight estimates that total U.S. single- and multi-family housing starts will average 1.48 million units per year from 2012 through 2021, levels that are in line with the 50-year historical average.

              The following table sets forth historical and projected annual U.S. single- and multi-family housing starts for the periods indicated:

GRAPHIC


(a)
2012-2021 average annual U.S. single- and multi-family housing starts estimate per IHS Global Insight as of November 2012.

(b)
2002-2011 average annual U.S. single- and multi-family housing starts per U.S. Census Bureau.

(c)
Projected 2012 and 2013 U.S. single- and multi-family housing starts represent median consensus forecast per Blue Chip Economic Indicators as of November 2012.

              During the housing downturn, demand for EWP declined less than demand from many products dependent on new residential construction. According to APA—The Engineered Wood Association, LVL production volumes in North America increased 27% from 32.7 million cubic feet in 2009 to 41.6 million cubic feet in 2011 and I-joist production volumes in North America increased 20% from 380.1 million linear feet in 2009 to 456.9 million linear feet in 2011. Longer term demand trends are expected to improve further. Resource Information Systems, Inc. ("RISI") forecasts that I-joist demand in North America will increase 15% and LVL billet demand in North America will increase 21% in 2012, followed by further demand increases in 2013 through 2015. RISI expects the I-joist and LVL billet demand to reach 1,013 million linear feet and 98.5 million cubic feet, respectively, by 2017.

              Our products are not only used in new residential construction, but also in residential repair and remodeling projects, light commercial construction and industrial applications. We believe this diversification by product end use provides us some protection from declines in the new residential construction market. Residential repair and remodeling spending increased significantly over the past 15 years. According to the HIRI, the U.S. repair and remodel market increased 81.5% from $165 billion in 1996 to a peak of $300 billion in 2006 and declined approximately 10.2% to $269 billion in 2011. In addition, the overall age of the U.S. housing stock, increased focus on making homes more energy efficient, rising home prices and availability of consumer capital at low interest rates are expected to drive long-term growth in repair and remodeling expenditures. HIRI estimates that total U.S. sales of home maintenance, repair and improvement products will grow at a compounded annual rate of 5.1% from 2011 through 2016.

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Our Competitive Strengths

              We believe the following key competitive strengths have contributed to our success and will enable us to execute our growth strategy:

      Leadership Positions in Wood Products Manufacturing and Building Materials Distribution on a National Scale

              We are one of the leading manufacturers in the North American wood products industry. We are the second largest producer of EWP and plywood in North America and we are the largest producer of plywood in the Western United States. From 2005 to 2011, our sales of LVL and I-joist per North American housing start increased by 65% and 30%, respectively. We have positioned ourselves to take advantage of improving demand in our core markets by expanding our EWP and plywood capacity through capital investments in low-cost, internal veneer manufacturing. Our Wood Products segment operates a highly-integrated national network of 17 manufacturing facilities that are well-maintained and cost-efficient as a result of continued capital improvements. We believe we are better able to serve our customers because our Wood Products business is vertically-integrated with our Building Materials Distribution business.

              We are one of the largest national stocking wholesale distributors of building materials in the United States and we believe we offer one of the broadest product lines in the industry. From 2005 to 2011, we nearly doubled our sales per U.S. housing start in our Building Materials Distribution segment. We have a national platform of 31 strategically-located distribution facilities, which supply products to all major markets in the United States and provide us with significant scale and capacity relative to most of our competitors. We also have one truss manufacturing plant in Maine. Our broad geographic presence reduces our exposure to market factors in any single region. We have developed and maintain long-standing relationships with our customer segments, including retail lumberyards, home improvement centers and industrial converters. We believe that our strong and diverse customer relationships and support from leading industry manufacturers will enable us to capture additional market share as demand for building products improves.

      Strongly Situated to Serve our Customers with Vertically-Integrated Manufacturing and Distribution Operations

              We believe that we are the only large-scale manufacturer of plywood and EWP in North America that is vertically-integrated from log procurement through distribution. The integration of our manufacturing and distribution operations allows us to make procurement, manufacturing, veneer merchandising and marketing decisions that reduce our manufacturing and supply chain costs and allow us to more effectively control quality and working capital. Furthermore, our vertically-integrated operations combined with our national distribution network significantly enhance our ability to assure product supply for our end customers. We believe our vertical integration was an important factor in our ability to increase market share during the recent housing downturn.

      Low-Cost Manufacturing and Distribution Footprint Supported by Significant Capital Investments

              We believe that we have a highly competitive asset base across both of our operating segments, in part because we continued to strategically invest through the housing downturn. We operate the two largest EWP facilities in North America. Our large-scale EWP production facilities are integrated with our nearby plywood operations to optimize our veneer utilization, which we believe helps position us as a competitive manufacturer in the growing EWP business. In the past three years, we completed a number of initiatives in our Wood Products segment that strengthened our asset base and enhanced our operating performance. In our plywood and veneer operations, we reduced costs by reducing headcount and closing three facilities in Western Oregon. At the same time, we installed two new large-

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scale, state-of-the-art dryers at our Medford, Oregon, plywood facility. In our EWP operations, we executed significant operational improvements to take advantage of additional low-cost, internal veneer production at our plywood facilities.

              We believe that our plywood facilities in Kettle Falls, Washington and Elgin, Oregon, are among the lowest cost Douglas fir plywood producers in North America. In the active timberland markets in which we operate, our manufacturing facilities are clustered to enable us to efficiently utilize fiber resources and to shift production depending on demand. We believe we are the only manufacturer in the inland Pacific Northwest with the integrated primary and secondary facilities necessary to process all softwood species.

              We have continued to execute our strategic growth initiatives in our Building Materials Distribution Segment, opportunistically acquiring facilities, starting a new facility in South Florida and significantly expanding six of our existing facilities. Since 2005, we have increased our covered warehouse space by over 65% and have more than doubled our outdoor storage acreage.

      Well-Positioned for Growth as the Housing Market Recovers

              Our vertically-integrated operations are well-positioned to serve our customers and take advantage of the recovery that we believe is underway in the U.S. housing market. From 2005 to 2011 we invested $270 million (excluding acquisitions) to upgrade and maintain our facilities. We expect to make further capital investments in cost and operational improvements, primarily related to internal veneer production, which will further leverage our competitive position and allow us to capture growth opportunities. Additionally we have substantial unused capacity in our EWP operations. For the LTM period, we operated our EWP facilities at approximately 50% of LVL press capacity.

              We believe that our Building Materials Distribution facilities enable us to support a considerable ramp-up in housing starts with no significant requirement for new capacity and will allow us to double our sales without increasing our existing footprint. Our excess capacity will provide us with substantial operating leverage as demand recovers.

              Additionally, our strong balance sheet, significant liquidity and our access to the capital markets as a public company will provide us ample flexibility to take advantage of future market opportunities. As of September 30, 2012, we had total liquidity of $483.8 million, consisting of $224.4 million of cash and cash equivalents and $259.4 million of availability under our revolving credit facility.

      Experienced Management Team and Principal Equityholder

              Madison Dearborn, BC Holdings' ultimate principal equityholder, has a long and successful track record of investing in manufacturing and distribution businesses. Our senior management team has a track record of financial and operational excellence in the forest products industry in both favorable and challenging market conditions. Our senior management team has an average of approximately 30 years of experience in forest products manufacturing and building materials distribution. We will establish the 2013 Equity Incentive Plan so that we can align management's compensation with our financial performance. See "Executive Compensation—2013 Equity Incentive Plan."

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Our Business Strategy

              We intend to capitalize on our strong market position in wood products manufacturing and building materials distribution to increase revenues and profits and maximize cash flow as the U.S. housing market recovers. We seek to achieve this objective by executing on the following strategies:

      Grow our Wood Products Segment Operations with a Focus on Expanding our Market Position in EWP

              From 2005 to 2011, despite experiencing a significant downturn in the U.S. housing sector, we increased our LVL and I-joist sales-per-housing start in North America by 65% and 30%, respectively. We will further expand our market position in EWP by continuing to focus on our large-scale manufacturing position, comprehensive customer service, design support capabilities and efficient distribution network. We have positioned ourselves to take advantage of expected increases in the demand for EWP per housing start by expanding our capacity through capital investments in low-cost, internal veneer manufacturing. We have also developed strategic relationships with third-party veneer suppliers to support additional EWP production as needed. Additionally, we intend to grow our Wood Products business through strategic acquisitions that are a compelling fit with our existing operations.

      Grow Market Share in our Building Materials Distribution Segment

              We intend to grow our Building Materials Distribution business in existing markets by adding products and services to better serve our customers. For example, we have added cedar board inventory and door shops in additional locations. We also plan to opportunistically expand our Building Materials Distribution business into nearby geographies that we currently serve using off-site storage arrangements or longer truck routes. Sales in our Building Materials Distribution segment are strongly correlated with new residential construction in the United States. Measured on a sales-per-housing-start basis, our Building Materials Distribution business has grown significantly from 2005 to 2011, with penetration increasing from $1,476 to $2,923, or approximately 98%, per U.S. housing start. In the future, we will continue to grow our Building Materials Distribution business by opportunistically acquiring facilities, adding new products, opening new locations, relocating and expanding capacity at existing facilities and capturing local market share through our superior supply chain capabilities and customer service.

      Further Differentiate our Products and Services to Capture Market Share

              We seek to continue to differentiate ourselves from our competitors by providing a broad line of high-quality products and superior customer service. Throughout the housing downturn, we believe we have grown market share by strengthening relationships with our customers by stocking sufficient inventory and retaining our primary sales team. Our Building Materials Distribution segment's highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital. Our national distribution and manufacturing integration system differentiates us from most of our competitors and is critical to servicing leading wholesalers, home improvement centers, retail lumberyards and industrial converters. Additionally, this system allows us to procure product more efficiently and to develop and maintain stronger relationships with our vendors. Because of these relationships and our national presence, many of our vendors have offered us favorable pricing and provide us with enhanced product introductions and ongoing marketing support.

      Continue to Improve our Competitiveness through Operational Excellence

              We use a disciplined cost management approach to maximize our competitiveness without sacrificing our ability to react to future growth opportunities. Additionally, we have made capital investments and process improvements in certain facilities, which have enabled us to close or divest five

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manufacturing facilities during the housing downturn without any adverse impact on our production capacity. These capital investments and process improvements have decreased our production costs and allowed us to produce lower-cost, higher-quality veneers. Beginning in 2009, we adopted a data-driven process improvement program to further strengthen our manufacturing operations. Because of the significant gains we continue to see from this program, we believe there are opportunities to apply similar techniques and methods to different functional areas (including sales and marketing) to realize efficiencies in those areas.

Wood Products

Products

              We manufacture LVL, I-joists and laminated beams, which are high-grade, value-added structural products used in applications where extra strength and consistent quality is required, such as headers and beams. LVL is also used in the manufacture of engineered I-joists, which are assembled by combining a vertical web of OSB with top and bottom LVL or solid wood flanges. We also produce plywood, studs, particleboard and ponderosa pine lumber, a premium lumber grade sold primarily to manufacturers of specialty wood windows, moldings and doors.

              For the LTM period, EWP (LVL and I-joists), plywood and lumber accounted for 35%, 44% and 9%, respectively, of our Wood Products sales. Most of our wood products are sold to leading wholesalers (including our Building Materials Distribution segment), home improvement centers, retail lumberyards and industrial converters. In the LTM period, approximately 37% of our Wood Products sales, including approximately 71% of our EWP sales, were to our Building Materials Distribution segment.

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              The following table sets forth the annual capacity and production of our principal wood products for the periods indicated:

 
  Year Ended December 31  
 
  2007   2008   2009   2010   2011  
 
  (in millions)
 

Capacity(a)

                               

Laminated veneer lumber (LVL) (cubic feet)(b)

    27.5     27.5     27.5     27.5     27.5  

Plywood (sq. ft.) (3/8" basis)(c)

    1,600     1,600     1,430     1,475     1,500  

Lumber (board feet)(d)

    250     230     180     180     200  

Production

                               

Laminated veneer lumber (LVL) (cubic feet)(b)

    17.2     11.2     7.9     10.0     10.7  

I-joists (equivalent lineal feet)(b)

    194     109     81     105     112  

Plywood (sq. ft.) (3/8" basis)(c)

    1,467     1,351     1,066     1,183     1,240  

Lumber (board feet)(d)

    237     189     141     149     152  

(a)
Annual capacity is production assuming normal operating shift configurations. Accordingly, production can exceed capacity under some operating conditions.

(b)
A portion of LVL production is used to manufacture I-joists at two EWP plants. Capacity is based on LVL production only.

(c)
Approximately 20%, 13%, 10%, 11% and 12% respectively, of the plywood we produced in 2007, 2008, 2009, 2010 and 2011 was utilized internally to produce EWP.


In response to the housing downturn, in March 2009, we closed our plywood manufacturing facility in White City, Oregon and curtailed our Oakdale, Louisiana plywood operation. The Oakdale, Louisiana mill resumed plywood operations in June 2010.

(d)
In June 2009, we closed our lumber facility in La Grande, Oregon. This facility was reopened on a limited operating basis in April 2011. Also in June 2009, we purchased a lumber manufacturing facility in Pilot Rock, Oregon. In February 2012, we purchased a lumber facility in Arden, Washington.

              The following table sets forth segment sales; segment income (loss); depreciation and amortization; and earnings before interest, taxes, depreciation and amortization (EBITDA) for the periods indicated:

 
   
   
   
   
   
  Nine Month
Ended
September 30
  Twelve
Months
Ended
September 30,
2012
 
 
  Year Ended December 31  
 
  2007   2008(a)   2009(b)   2010(c)   2011(d)   2011(e)   2012  
 
  (in millions)
 

Segment sales(f)

  $ 1,010.2   $ 795.9   $ 550.8   $ 687.4   $ 712.5   $ 532.2   $ 712.7   $ 893.0  
                                   

Segment income (loss)(g)

   
23.6
   
(55.1

)
 
(77.3

)
 
(8.1

)
 
(15.1

)
 
(10.0

)
 
48.8
   
43.7
 

Segment depreciation and amortization

    30.0     27.7     33.0     27.1     28.4     21.1     18.2     25.5  

Segment EBITDA(h)

  $ 53.7   $ (27.4 ) $ (44.3 ) $ 19.0   $ 13.3   $ 11.1   $ 67.0   $ 69.2  
                                   

(a)
In 2008, segment loss included $11.3 million of expenses related to closing our veneer operations in St. Helens, Oregon and our plywood manufacturing facility in White City,

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      Oregon, partially offset by a $5.7 million net gain related to the sale of our wholly owned subsidiary in Brazil that manufactured veneer.

(b)
In 2009, segment loss included $8.9 million of expense related to the June 2009 closure of our lumber manufacturing facility in La Grande, Oregon, of which $3.7 million reduced EBITDA and $5.2 million was accelerated depreciation recorded in "Depreciation and amortization."

(c)
In 2010, segment income and EBITDA included $0.5 million of income for cash received from a litigation settlement related to vendor product pricing.

(d)
In 2011, segment loss included $2.6 million of expense related to the permanent closure of a laminated beam plant in Emmett, Idaho and noncash asset write-downs, of which $2.2 million reduced EBITDA and $0.4 million was accelerated depreciation recorded in "Depreciation and amortization."

(e)
In the nine months ended September 30, 2011, segment loss included $2.2 million of expense related to the permanent closure of a laminated beam plant in Emmett, Idaho and noncash asset write-downs, of which $1.8 million was included in EBITDA and $0.4 million was accelerated depreciation recorded in "Depreciation and amortization."

(f)
Segment sales are calculated before intersegment eliminations.

(g)
Segment income (loss) excludes Corporate and Other segment expenses.

(h)
Segment EBITDA is calculated as segment income (loss) before depreciation and amortization, excluding Corporate and Other segment costs. 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. See "Selected Historical Consolidated Financial Data" for a description of our reasons for using EBITDA, for a discussion of the limitations of such a measure and for a reconciliation of our consolidated EBITDA to net income (loss). Segment EBITDA excludes Corporate and Other segment expenses.

Facilities

              Our Wood Products segment currently operates four EWP facilities and seven plywood and veneer plants, five of which manufacture inputs used in our EWP facilities. Our EWP facilities have a high degree of raw material and manufacturing integration with our plywood and veneer facilities. We also operate five sawmills, including the Arden, Washington facility purchased in February 2012 and one particleboard plant. During 2011, we closed our laminated beam manufacturing plant in Emmett, Idaho and purchased a laminated beam and decking manufacturing plant in Homedale, Idaho, that provides us a broader product mix and a larger, more efficient operation.

Raw Materials and Input Costs

              Wood fiber.    The primary raw material in our Wood Products segment is wood fiber. For the year ended December 31, 2011, wood fiber accounted for 38% of materials, labor and other operating expenses, including from related parties, in our Wood Products segment. Our plywood and veneer facilities use Douglas fir, white woods and pine logs as raw materials. We use ponderosa pine, spruce and white fir logs to manufacture various grades of lumber. Our EWP facilities in Louisiana and Oregon use veneers and parallel-laminated veneer panels produced by our facilities and purchased from third parties, together with OSB purchased from third parties, to manufacture LVL and I-joists. Our manufacturing facilities are located in close proximity to active wood markets. We have long-term market-based contracts for a significant portion of our fiber needs.

              We satisfy our timber requirements through a combination of purchases under supply agreements, open market purchases and purchases pursuant to contracts awarded under public timber

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auctions. In February 2005, our affiliate sold its timberland operations to Forest Capital Partners, LLC ("Forest Capital"), an unaffiliated third party. In connection with this sale, we entered into a series of fiber supply agreements with Forest Capital. These fiber supply agreements required Forest Capital to sell a specified amount of timber to us at prices generally related to market prices. In 2012, Forest Capital sold the timberlands to a group of purchasers, whose investments in the timberlands are managed by Hancock Natural Resource Group, Inc. ("Hancock") and to a group of purchasers whose investments in the timberlands are managed by The Molpus Woodlands Group LLC ("Molpus"). The purchasers of the timberlands (other than Molpus) assumed Forest Capital's obligations under the 2005 wood supply agreements and the Molpus entities entered into a new master harvest rights agreement on substantially the same terms. In 2011, approximately 43% of our timber was supplied pursuant to these agreements.

              We also bid in auctions conducted by federal, state and local authorities for the purchase of timber, generally at fixed prices, under contracts with a term of generally one to three years. In 2011, approximately 22% of our timber was supplied under government contracts. The remainder of our log supply in 2011 was supplied through private purchases directly from timber owners or through dealers.

              Under most of our log and fiber supply agreements, we have the right to cancel or reduce our commitments in the event of a mill curtailment or shutdown. Future purchase prices under most of these agreements will be set quarterly or semiannually based on regional market prices. Our log and fiber obligations are subject to change based on, among other things, the effect of governmental laws and regulations, our manufacturing operations not operating in the normal course of business, log and fiber availability and the status of environmental appeals. For a discussion of contractual commitments relating to fiber supply agreements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations."

              The cost of timber is strongly correlated with product prices for building materials, with the increase in product prices driving increases in timber costs. Because wood fiber is a commodity, prices have been cyclical historically in response to changes in domestic and foreign demand and supply. Demand for dimension lumber has a strong influence on pricing, as the dimension lumber industry is the largest consumer of timber.

              Foreign demand for log exports, particularly from China, increased log costs in the western U.S. in 2010 and 2011 and negatively affected wood products manufacturers in the region. Sustained periods of high log costs may impair the cost competitiveness of our manufacturing facilities. Availability of residual wood fiber for our particleboard operation has been negatively affected by significant mill closures and curtailments that have occurred among solid-wood product producers.

              Our aggregate cost of obtaining timber is also impacted by fuel costs and the distance of the fiber source from our facilities, as we are often required to transport the timber we purchase from the source to our facilities.

              Other raw materials and energy costs.    We use a significant quantity of various resins and glues in our manufacturing processes. Resin and glue product costs are influenced by changes in the prices of raw material input costs, primarily fossil fuel products. We purchase resins and glues, other raw materials and energy used to manufacture our products in both the open market and through supply contracts. The contracts are generally with regional suppliers who agree to supply all of our needs for a certain raw material or energy at one of our facilities. These contracts have terms of various lengths and typically contain price adjustment mechanisms that take into account changes in market prices. Therefore, although our long-term contracts provide us with supplies of raw materials and energy that are more stable than open-market purchases, in many cases, they may not alleviate fluctuations in market prices.

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Sales, Marketing and Distribution

              Our EWP sales force is managed centrally through a main office that oversees regional sales teams. Sales of plywood, lumber and particleboard are managed centrally by product. Our sales force spends a significant amount of time working with end customers who purchase our EWP. Our sales force provides a variety of technical support services, including integrated design, engineering, product specification software, distributor inventory management software and job-pack preparation systems. The majority of our wood products are sold to distributors, including our Building Materials Distribution segment and other distributors.

              The following table lists sales volumes for our principal wood products for the periods indicated:

 
  Year Ended December 31  
 
  2007   2008   2009   2010   2011  
 
  (in millions)
 

Laminated veneer lumber (LVL) (cubic feet)

    10.6     7.6     5.6     6.6     7.1  

I-joists (equivalent lineal feet)

    188     117     87     106     110  

Plywood (sq. ft.) (3/8" basis)

    1,223     1,228     992     1,088     1,106  

Lumber (board feet)

    231     191     146     149     153  

Building Materials Distribution

Products

              We sell a broad line of building materials, including EWP, OSB, plywood, lumber and general line items such as framing accessories, composite decking, roofing, siding and insulation. Our products are used in the construction of new residential housing, including single-family, multi-family and manufactured homes, the repair and remodeling of existing housing and the construction of light industrial and commercial buildings.

              The following table sets forth segment sales; segment income (loss); depreciation and amortization; and EBITDA for the periods indicated:

 
   
   
   
   
   
  Nine Months
Ended
September 30
   
 
 
  Year Ended December 31   Twelve Months Ended September 30, 2012  
 
  2007   2008   2009   2010(a)   2011(a)   2011(b)   2012  
 
  (in millions)
 

Segment sales(c)

  $ 2,564.0   $ 2,109.4   $ 1,609.8   $ 1,778.0   $ 1,779.4   $ 1,349.9   $ 1,637.2   $ 2,066.6  

Segment income (loss)(d)

   
51.8
   
19.5
   
8.0
   
11.6
   
2.0
   
2.8
   
18.2
   
17.4
 

Segment depreciation and amortization

    7.4     7.7     7.6     7.5     8.4     6.2     6.6     8.8  
                                   

Segment EBITDA(e)

  $ 59.2   $ 27.2   $ 15.5   $ 19.1   $ 10.4   $ 9.0   $ 24.8   $ 26.2  
                                   

(a)
In 2011, segment income and EBITDA included $1.2 million of noncash asset write-downs. In 2010, segment income and EBITDA included $4.1 million of income for cash received from a litigation settlement related to vendor product pricing.

(b)
In the nine months ended September 30, 2011, segment income and EBITDA included $0.8 million of noncash asset write-downs.

(c)
Segment sales are calculated before intersegment eliminations.

(d)
Segment income (loss) excludes Corporate and Other segment expenses.

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(e)
Segment EBITDA is calculated as segment income (loss) before 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. See "Selected Historical Consolidated Financial Data" for a description of our reasons for using EBITDA, for a discussion of the limitations of such a measure and for a reconciliation of our consolidated EBITDA to net income (loss). Segment EBITDA excludes Corporate and Other segment expenses.

Facilities

              Our Building Materials Distribution segment operates a nationwide network of 31 strategically-located building materials distribution facilities throughout the United States. We also operate a single truss manufacturing plant. Our broad geographic presence reduces our exposure to market factors in any single region. During 2011, we completed facility expansions of our operations in Delanco, New Jersey and Detroit, Michigan. In early 2012, we also completed facility expansions in Dallas, Texas and Greenland, New Hampshire.

Sales, Marketing and Distribution

              We purchase our building materials from our own manufacturing operations as well as a vendor base of more than 1,000 third-party suppliers ranging from large manufacturers, such as James Hardie Building Products, Trex Company, Louisiana-Pacific and Georgia-Pacific, to small regional producers. We market our building materials primarily to retail lumberyards and home improvement centers that then sell the products to end customers, who are typically professional builders, independent contractors and homeowners engaged in residential construction projects. We also market our products to industrial converters. We believe that our national presence and long-standing relationships with many of our key suppliers allow us to obtain favorable price and term arrangements and offer excellent customer service on top brands in the building materials industry. We also have expertise in special-order sourcing and merchandising support, which is a key service for our home improvement center customers that choose not to stock certain items in inventory.

              Each of our distribution centers implements its own distribution and logistics model using centralized information systems. We use internal and external trucking resources to deliver materials on a regularly scheduled basis. Our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital, which we believe has led to increased market share during the housing downturn.

              We have a large decentralized sales force to support our suppliers and customers. Our sales force and product managers have local product knowledge and decision-making authority, which we believe enables them to optimize stocking, pricing and product assortment decisions. Our sales force has access to centralized IT systems, an extensive vendor base and corporate-level working capital support, which we believe complements our localized sales model. Our sales force is compensated, in part, based on branch-level performance.

              We regularly evaluate opportunities to introduce new products. Broadening our product offering helps us serve as a one-stop resource for building materials, which we believe improves our customers' purchasing and operating efficiencies. The introduction of new products is primarily driven by customer demand or product extensions originating from our vendors. We believe our long-standing customer relationships allow us to respond to customer feedback and introduce new products more rapidly. Broadening our product offering also helps us drive additional products through our distribution system, thereby increasing our scale and efficiency.

Corporate and Other

              Our Corporate and Other segment includes corporate support staff services, related assets and liabilities and foreign exchange gains and losses. These support services include, but are not limited to,

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finance, accounting, legal, information technology and human resource functions. Since the sale of our Paper and Packaging & Newsprint assets in 2008, we have purchased many of these services from Boise Inc. under an Outsourcing Services Agreement, under which Boise Inc. provides a number of corporate staff services to us at cost. See Note 3, "Outsourcing Services Agreement" to our audited consolidated financial statements included elsewhere in this prospectus for more information. Prior to the sale of our Paper and Packaging & Newsprint assets, this segment also included certain rail and truck transportation businesses and related assets.

Customers

              We maintain relationships with a broad customer base across multiple market segments and various end markets. Sales to one customer, Home Depot, accounted for 11%, of sales for the LTM period. Sales to Home Depot were recorded in our Building Materials Distribution and Wood Products segments. No other single third-party customer accounted for 10% or more of total sales for the LTM period.

              Wood Products.    Our Building Materials Distribution segment is our Wood Products segment's largest customer, representing approximately 37% of our Wood Products segment's overall sales, including approximately 71% of its EWP sales, for the LTM period. Our third-party customers in this segment include wholesalers, home improvement centers and industrial converters in both domestic and export markets.

              Building Materials Distribution.    A majority of our sales in this segment were to retail lumberyards and home improvement centers that then sell products to end customers, who are typically professional builders, independent contractors and homeowners engaged in residential construction projects. We also market our products to industrial converters. We believe our broad product line provides our customers with an efficient, one-stop resource for their building materials needs.

Competition

              The competitive environment in the U.S. continues to be challenging as new residential and light commercial construction activity and repair and remodel spending remain substantially below average historical levels. Industry capacity in a number of product markets, including those in which we compete, far exceeds the current level of demand. Our products and services compete with similar products manufactured and distributed by others. Many factors influence our competitive position in the markets in which we operate. Those factors include price, service, quality, product selection and convenience of location.

              Some of our competitors are larger than we are and have greater financial resources. These resources may afford those competitors greater purchasing power, increased financial flexibility and more capital resources for expansion and improvement.

              Wood Products.    The wood products manufacturing markets in which we operate are large and highly competitive. There are several major producers of most of our products, including EWP and plywood, as well as numerous local and regional manufacturers. We have leading market positions in the manufacture of EWP, plywood and ponderosa pine lumber. We hold much smaller market positions in our other manufactured products. In the wood products manufacturing markets, we compete primarily on the basis of price, quality and, particularly with respect to EWP, levels of customer service. Most of our competitors are located in the United States and Canada, although we also compete with manufacturers in other countries. Our competition includes not only manufacturers and distributors of similar building products but also manufacturers and distributors of products made from alternative materials, such as steel and plastic. Some of our competitors enjoy strong reputations for product quality and customer service and these competitors may have strong relationships with certain

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distributors, making it more difficult for our products to gain additional market share. Some of our competitors in this segment are also vertically-integrated and/or have access to internal sources of wood fiber, which may allow them to subsidize their base manufacturing business in periods of rising fiber prices.

              Building Materials Distribution.    The building materials distribution markets in which we operate are highly fragmented and we compete in each of our geographic and product markets with national, regional and local distributors. We also compete with wholesale brokers and buying cooperatives. We compete on the basis of delivered cost, product selection and availability, quality of service and compatibility with customers' needs. We also distribute products for some manufacturers that also engage in direct sales. In recent years, there has been consolidation among retail lumberyards and home improvement centers. As the customer base consolidates, this dynamic could impact our ability to maintain margins. Proximity to customers is an important factor in minimizing shipping costs and facilitating quick order turnaround and on-time delivery. We believe our ability to obtain quality materials, from both internal and external sources, the scale and efficiency of our national footprint and our focus on customer service are our primary competitive advantages in this segment. Also, financial stability is important to suppliers and customers in choosing distributors and allows for more favorable terms on which we are able to obtain our products from our suppliers and sell our products to our customers.

Environmental

              We are subject to a wide range of general and industry-specific environmental laws and regulations. In particular, we are affected by laws and regulations covering air emissions, wastewater discharges, solid and hazardous waste management and site remediation. Compliance with these laws and regulations is a significant factor in the operation of our businesses. We believe that we have created a corporate culture of strong compliance by taking a conservative approach to environmental issues in order to assure that we are operating well within the bounds of regulatory requirements. However, we cannot assure that we will be in full compliance with environmental requirements at all times and we cannot assure that we will not incur fines and penalties in the future. In 2011, we paid an insignificant amount of environmental fines and penalties across all of our segments.

              We incur capital and operating expenditures to comply with federal, state and local environmental laws and regulations. Failure to comply with these laws and regulations could result in civil or criminal fines or penalties or in enforcement actions. Our failure to comply could also result in governmental or judicial orders that stop or interrupt our operations or require us to take corrective measures, install additional pollution control equipment, or take other remedial actions. During 2011, we spent approximately $2.4 million on capital expenditures to comply with environmental requirements. We expect to spend a similar amount in 2012 for this purpose.

              As an owner and operator of real estate, we may be liable under environmental laws for the cleanup of past and present spills and releases of hazardous or toxic substances on or from our properties and operations. We can be found liable under these laws whether or not we knew of, or were responsible for, the presence of such substances. In some cases, this liability may exceed the value of the property itself.

              In connection with the completion of our acquisition of the forest products and paper assets of OfficeMax (the "Forest Products Acquisition"), OfficeMax generally indemnifies us for hazardous substance releases and other environmental violations that occurred prior to the Forest Products Acquisition. However, OfficeMax may not have sufficient funds to fully satisfy its indemnification obligations when required and in some cases, we may not be contractually entitled to indemnification by OfficeMax. See "Certain Relationships and Related Party Transactions—Office Max and the Forest Products Acquisition."

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              In connection with the sale of our Paper and Packaging & Newsprint assets in 2008, Boise Inc. and its affiliates assumed any and all environmental liabilities arising from our ownership or operation of the assets and businesses sold to them and we believe we are entitled to indemnification by them from third-party claims in the event they fail to fully discharge any such liabilities on the basis of common law rules of indemnification. However, Boise Inc. may not have sufficient funds to discharge its obligations when required or to indemnify us from third-party claims arising out of any such failure.

Climate Change Matters

              Various legislative and regulatory proposals to restrict emissions of greenhouse gasses ("GHG"), such as CO2, are under consideration in Congress, state legislative bodies and the U.S. Environmental Protection Agency ("EPA"). In particular, the EPA has promulgated its Tailoring Rule which directs states having authority to implement the Clean Air Act (which includes all states in which we have significant manufacturing operations) to treat GHG as regulated pollutants under their state implementation plans. The EPA's final rule and its November 2010 implementation guidance do not set specific standards to be utilized in air discharge permits and permits to construct significant new facilities. Generation of this detail has been left to the states. The key states in which our facilities are located (Louisiana, Oregon and Washington) are currently working through the process of incorporating GHG regulations into their state implementation plans. Most of our manufacturing facilities operate boilers or other process equipment that emits GHG. Such regulatory initiatives may require us to modify operating procedures or production levels, incur capital expenditures, change fuel sources, or take other actions that may adversely affect our financial results. However, given the high degree of uncertainty about the ultimate parameters of any such regulatory initiative, it is premature to make any prediction concerning such impacts.

              A significant portion of our GHG emissions are from biomass-fired boilers and in July 2011, the EPA issued a final rule that defers, for three years, the applicability of federal New Source Review ("NSR") regulations to biogenic CO2 emissions. During the three-year deferral period, the EPA will evaluate whether or not to permanently exempt biogenic CO2 from NSR regulations. States are not required by this regulation to defer biogenic CO2 emissions from their NSR programs, but so far, states in which we operate have not indicated they will not follow the EPA's deferral. This action leaves considerable uncertainty as to the future regulatory treatment of biomass-generated GHG and the treatment of such GHG in the states in which we operate.

              In addition, various government entities have adopted or are considering energy sourcing regulations which subsidize, or mandate consumption of specified percentages of, electrical power generated from nontraditional generating sources, including biomass fuels. These programs may increase our purchased electrical energy costs, create significant new competition for our fiber sources and provide opportunities for alternative uses of our residual fiber, such as sawdust, chips and shavings.

              From time to time, legislative bodies and environmental regulatory agencies may promulgate new regulatory programs imposing significant incremental operating costs or capital costs on us. The EPA has recently promulgated a series of four regulations commonly referred to collectively as Boiler MACT, which are intended to regulate the emission of hazardous air pollutants from industrial boilers. At the time it announced the final promulgation of the regulations, the EPA also announced that it planned to reconsider portions of the regulations and has recently taken steps to initiate such reconsideration. In December 2011, the EPA published their re-proposed rules and we are currently evaluating the potential impact of the re-proposed rules on our business. If the Boiler MACT rules are finalized as re-proposed, we believe the new rules would be less costly for us to implement than the current rules. The EPA intends to finalize the new Boiler MACT rules in the second half of 2012. Once final, considerable uncertainty will still exist, as there will likely be legal challenges to the final rules from industry and/or environmental organizations. Notwithstanding that uncertainty, we are proceeding with efforts to analyze the applicability and requirements of the regulations, as recently re-proposed

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and the likely capital and operating costs required to comply. At this time, we cannot accurately forecast the capital or operating cost changes that may result from compliance with the regulations.

Capital Investment

              Information concerning our capital expenditures is presented in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Investment Activities" located elsewhere in this prospectus.

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. For further information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Seasonal and Inflationary Influences."

Properties

              Our properties are well-maintained and are suitable for the operations for which they are used. The following is a list of our facilities by segment as of November 1, 2012. We lease office space for our corporate headquarters in Boise, Idaho.

Wood Products

              We own all of our Wood Products manufacturing facilities. The following table summarizes our Wood Products facilities as of November 1, 2012:

Facility Type
  Number of
Facilities
  Locations

LVL/I-joist/Laminated beam plants

    4   Louisiana, Oregon, Idaho and Canada

Plywood and veneer plants

    7   Louisiana(2), Oregon(4) and Washington

Sawmills

    5   Oregon(3) and Washington(2)

Particleboard plant

    1   Oregon

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Building Materials Distribution

              The following table summarizes our 32 Building Materials Distribution facilities as of November 1, 2012:

Location
  Owned or
Leased
  Approximate
Warehouse
Square Footage
 

Phoenix, Arizona

  Owned     33,000  

Lathrop, California

  Leased     164,000  

Riverside, California

  Leased     162,000  

Denver, Colorado

  Owned/Leased     203,000  

Grand Junction, Colorado

  Owned/Leased     97,000  

Milton, Florida

  Leased     87,000  

Orlando, Florida

  Owned     144,000  

Pompano Beach, Florida

  Leased     68,000  

Atlanta, Georgia

  Leased     155,000  

Boise, Idaho

  Owned/Leased     108,000  

Idaho Falls, Idaho

  Owned/Leased     69,000  

Chicago, Illinois

  Leased     76,000  

Biddeford/Saco, Maine(a)

  Leased     44,000  

Baltimore, Maryland

  Leased     205,000  

Westfield, Massachusetts

  Leased     134,000  

Detroit, Michigan

  Leased     108,000  

Minneapolis, Minnesota

  Leased     120,000  

Billings, Montana

  Owned     81,000  

Greenland, New Hampshire

  Owned/Leased     135,000  

Delanco, New Jersey

  Owned/Leased     345,000  

Albuquerque, New Mexico

  Leased     78,000  

Greensboro, North Carolina

  Owned/Leased     88,000  

Marion, Ohio

  Leased     80,000  

Tulsa, Oklahoma

  Owned     129,000  

Memphis, Tennessee

  Owned     78,000  

Dallas, Texas

  Owned/Leased     233,000  

Houston, Texas

  Leased     150,000  

Salt Lake City, Utah

  Leased     126,000  

Spokane, Washington

  Owned/Leased     58,000  

Vancouver, Washington

  Leased     86,000  

Woodinville, Washington

  Owned/Leased     110,000  

Yakima, Washington

  Owned/Leased     44,000  

(a)
Truss manufacturing plant.

Employees

              As of September 30, 2012, we had approximately 4,470 employees. Approximately 30% of these employees work pursuant to collective bargaining agreements. As of September 30, 2012, we had ten collective bargaining agreements. 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 agreement covering 623 current employees expires on May 31, 2016. We do not have any other union negotiations scheduled for 2012. One agreement, covering 359 employees at our facility in Florien, Louisiana and 262 employees at our facility in Oakdale, Louisiana, is set to expire on July 15, 2013. If we are not able to extend or renew such agreement upon its

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expiration, we could experience a material labor disruption or significantly increased labor costs, which could prevent us from meeting customer demand or reduce our sales and profitability.

Trademarks

              We maintain many trademarks for our manufactured wood products, particularly EWP. Our key registered trademarks include BOISE CASCADE® and the TREE-IN-A-CIRCLE® logo, which we believe to be of significant importance to our business.

Legal Matters

              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.

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MANAGEMENT

Executive Officers, Key Management and Directors

              Since our formation in October 2004, our business has been managed under the direction of the board of managers of BC Holdings. Prior to the consummation of this offering, the following persons will be appointed to serve in the same capacity with us. Below is a list of names, ages and a brief account of the business experience of our executive officers and key members of management and of the persons to be appointed to serve as our directors prior to the consummation of this offering, each as of November 15, 2012.

Name
  Age   Position

Executive Officers:

         

Thomas E. Carlile

    61  

Chief Executive Officer and Director

Wayne M. Rancourt

    49  

Senior Vice President, Chief Financial Officer and Treasurer

Stanley R. Bell

    66  

President, Building Materials Distribution

Thomas A. Lovlien

    57  

President, Wood Products Manufacturing

John T. Sahlberg

    59  

Senior Vice President, Human Resources and General Counsel

Kelly E. Hibbs

    46  

Vice President and Controller

Key Management:

         

Thomas K. Corrick

    57  

Senior Vice President, Wood Products Manufacturing

Nick Stokes

    55  

Senior Vice President, Building Materials Distribution

Dennis R. Huston

    60  

Vice President of Sales and Marketing, Engineered Wood Products

Daniel G. Hutchinson

    60  

Vice President of Operations, Wood Products Manufacturing

Directors:

         

Duane C. McDougall

    60  

Director and Chairman of the Board

John W. Madigan

    75  

Director

Christopher J. McGowan

    41  

Director

Samuel M. Mencoff

    56  

Director

Matthew W. Norton

    34  

Director

Thomas S. Souleles

    44  

Director

Thomas E. Carlile, Chief Executive Officer and Director

              Mr. Carlile became our chief executive officer and a director in August 2009. Mr. Carlile previously served as our executive vice president and chief financial officer from February 2008 to August 2009, following the divestiture of our paper and packaging businesses. From October 2004 to January 2008, he served as senior vice president and chief financial officer. Mr. Carlile received a bachelor's degree in accounting from Boise State University and completed the Stanford Executive Program. Mr. Carlile is a member of the board of directors of FPH. Mr. Carlile's position as our chief executive officer allows him to advise the board of directors on management's perspective over a full range of issues affecting the Company.

Wayne M. Rancourt, Senior Vice President, Chief Financial Officer and Treasurer

              Mr. Rancourt became our senior vice president and chief financial officer in August 2009. Mr. Rancourt previously served as our vice president, treasurer and investor relations from February 2008 to August 2009, following the divestiture of our paper and packaging businesses. From October 2004 to January 2008, he served as vice president and treasurer. Mr. Rancourt received a B.S. degree in accounting from Central Washington University.

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Stanley R. Bell, President, Building Materials Distribution

              Mr. Bell became our president, Building Materials Distribution, in February 2008, following the divestiture of our paper and packaging businesses. From October 2004 to January 2008, he served as senior vice president, Building Materials Distribution. Mr. Bell received a B.A. in economics from the University of Utah and an M.B.A. from the University of Utah.

Thomas A. Lovlien, President, Wood Products Manufacturing

              Mr. Lovlien became our president, Wood Products Manufacturing, in February 2008, following the divestiture of our paper and packaging businesses. From October 2004 to January 2008, he served as senior vice president, Wood Products. Mr. Lovlien received a bachelor's degree in accounting and a master's degree in wood technology from Oregon State University.

John T. Sahlberg, Senior Vice President, Human Resources and General Counsel

              Mr. Sahlberg became our senior vice president, Human Resources and General Counsel, effective August 2012. Prior to his election as senior vice president, Human Resources and General Counsel, Mr. Sahlberg served as vice president, Human Resources and General Counsel since January 2011. Prior to that, he served as vice president, Human Resources from February 2008 to January 2011. Prior to that, he served as director of Human Resources from February 2006 to February 2008. From October 2004 through January 2006, he was the director of labor relations. Mr. Sahlberg received a bachelor's degree in economics from Harvard College and a J.D. from Georgetown University. He is a member of the Idaho State Bar.

Kelly E. Hibbs, Vice President and Controller

              Mr. Hibbs became our vice president and controller in February 2011. Mr. Hibbs previously served as our director of strategic planning and internal audit from February 2008 to February 2011. From October 2004 to February 2008, he served as manager of financial forecasts and projects. Mr. Hibbs received a B.A. in accounting from Boise State University. He is a certified public accountant.

Thomas K. Corrick, Senior Vice President, Wood Products Manufacturing

              Mr. Corrick became our senior vice president, Wood Products Manufacturing, effective July 2012. Prior to his election as senior vice president, Wood Products Manufacturing, Mr. Corrick served as senior vice president, Engineered Wood Products since February 2011. Prior to that, Mr. Corrick served as vice president, Engineered Wood Products, from January 2005 to February 2011. From October 2004 to January 2005, he served as the general manager of Engineered Wood Products. Mr. Corrick received both his bachelor's and master's degrees in business administration from Texas Christian University.

Nick Stokes, Senior Vice President, Building Materials Distribution

              Mr. Stokes became our senior vice president, Building Materials Distribution, in February 2011. Mr. Stokes previously served as vice president, Building Materials Distribution, from October 2004 to February 2011. Mr. Stokes received a B.S. in management and a B.S. in marketing from the University of Utah.

Dennis R. Huston, Vice President of Sales and Marketing, Engineered Wood Products

              Mr. Huston became our vice president of sales and marketing, Engineered Wood Products, in August 2012. Mr. Huston previously served as sales manager of our Engineered Wood Products from

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1994 until August 2012. Mr. Huston received a bachelor's degree in political science from the University of Dubuque.

Daniel G. Hutchinson, Vice President of Operations, Wood Products Manufacturing

              Mr. Hutchinson became our vice president of operations for Wood Products Manufacturing in August 2012. He previously served as general manager of operations for our Engineered Wood Products business from 2008 to August 2012. From 2007 to 2008, he served as our Engineered Wood Products national accounts manager. Mr. Hutchinson received an M.B.A. from Washington State University and bachelor's degrees in accounting and finance from the University of Idaho.

Duane C. McDougall, Chairman of the Board and Director

              Mr. McDougall has served as our board chairman since December 2008 and has been a director of the company since 2005. Mr. McDougall also served as our chief executive officer from December 2008 to August 2009. Prior to joining our company, Mr. McDougall was president and chief executive officer of Willamette Industries, an international paper and forest products company, until its sale in 2002. During his 23-year career with Willamette, Mr. McDougall held numerous operating and finance positions before becoming president and chief executive officer of Willamette. Mr. McDougall received a B.S. in accounting from Oregon State University. Mr. McDougall is also a member of the boards of directors of Cascade Corporation, FPH, The Greenbrier Companies and StanCorp Financial Group, Inc. Mr. McDougall was a member of the boards of directors of InFocus Corporation and West Coast Bancorp; he no longer serves on these boards. Mr. McDougall's experience as the CEO of a major forest products company provides our board of directors with valuable insight on operational and industry issues.

John W. Madigan, Director

              Mr. Madigan has served as one of our directors since January 2005. In December 2003, Mr. Madigan retired from Tribune Company, where he had served as chairman and chief executive officer since 1996. Tribune Company operates businesses in publishing, interactive media and broadcasting. Mr. Madigan currently serves as an advisor to Madison Dearborn. Mr. Madigan's experience in directing the operations of a major corporation provides our board of directors with perspective on operating issues. Mr. Madigan holds bachelor's and master's degrees in business administration from the University of Michigan. Mr. Madigan is a member of the board of directors of Gilead Sciences, Inc. Mr. Madigan was a member of the boards of directors of Morgan Stanley and AT&T Wireless; he no longer serves on these boards.

Christopher J. McGowan, Director

              Mr. McGowan has served as one of our directors since October 2004. In September 2011, he became a general partner of CJM Ventures, L.L.C. and OPTO Holdings, L.P. and in July 2012 became a controlling member of Content Support Company, LLC. In the spring of 2012, Mr. McGowan served as a faculty advisor to The University of Chicago Booth School of Business and currently serves as Entrepreneur in Residence and Senior Advisor there. From 1999 until 2011, he was employed by Madison Dearborn and served as a managing director concentrating on investments in the basic industries sector. Prior to joining Madison Dearborn, Mr. McGowan was with AEA Investors, Inc. and Morgan Stanley & Co. Incorporated. Mr. McGowan received a B.A. from Columbia University and an M.B.A. from the Harvard Graduate School of Business Administration. Mr. McGowan currently serves on the boards of directors of OPTO International, Inc., FPH and Smurfit Kappa Group Ltd. (formerly known as Jefferson Smurfit Group). Mr. McGowan also serves on the board of directors of the University of Chicago Laboratory Schools. He is also a member of Hyde Park Angels and serves on their Portfolio Advisory Board as well as Chairman of the Limited Partner Advisory Committee for

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Hyde Park Venture Partners. Mr. McGowan was a member of the boards of directors of BWAY Holding Company in 2010-2011, the Illinois Venture Capital Association in 2009-2011 and First Wind Partners in 2009; he no longer serves on these boards. Mr. McGowan provides strong finance skills to our board of directors.

Samuel M. Mencoff, Director

              Samuel M. Mencoff has served as one of our directors since October 2004. Mr. Mencoff has been employed by Madison Dearborn since 1992 and currently serves as co-CEO. Prior to co-founding Madison Dearborn, Mr. Mencoff was employed by First Chicago Venture Capital for 11 years. Mr. Mencoff has approximately 30 years of experience in private equity investing with a particular focus on investments in the basic industries sector. Mr. Mencoff received an A.B. from Brown University and an M.B.A. from the Harvard Graduate School of Business Administration. Mr. Mencoff is a former member of the board of directors of Great Lakes Dredge & Dock Corporation and he has served on the boards of directors of numerous other public and private companies. He is currently a member of the boards of directors of FPH, Packaging Corporation of America and Smurfit Kappa Group, Ltd. (formerly known as Jefferson Smurfit Group). Mr. Mencoff is also a member of the board of directors of World Business Chicago, a not-for-profit economic development organization based in Chicago, Illinois. Mr. Mencoff provides strong finance skills to our board of directors and valuable experience gained from previous board service.

Matthew W. Norton, Director

              Mr. Norton has served as one of our directors since December 2008. Mr. Norton has been employed by Madison Dearborn since 2008 and currently serves as a director. From August 2006 to May 2008, Mr. Norton attended The Wharton School of the University of Pennsylvania. From 2004 to August 2006, he was employed by Madison Dearborn as an associate. From 2001 to 2004, he was employed by Merrill Lynch. Mr. Norton received a B.S. and an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. Norton was also a member of the board of directors of Boise Inc. until January 2010 and he is a current member of the boards of directors of FPH, CoVant Technologies II, LLC and Fieldglass, Inc. Mr. Norton provides strong finance skills to our board of directors.

Thomas S. Souleles, Director

              Mr. Souleles has served as one of our directors since October 2004. Mr. Souleles has been employed by Madison Dearborn since 1995 and currently serves as a managing director concentrating on investments in the basic industries sector. Prior to joining Madison Dearborn, Mr. Souleles was with Wasserstein Perella & Co., Inc. Mr. Souleles received an A.B. from Princeton University, a J.D. from Harvard Law School and an M.B.A. from the Harvard Graduate School of Business Administration. Mr. Souleles is also a member of the boards of directors of FPH, Packaging Corporation of America, Schrader International, Inc. and Children's Hospital of Chicago Medical Center and of the board of trustees of the National Multiple Sclerosis Society, Greater Illinois Chapter. Mr. Souleles was a member of the boards of directors of Boise Inc., Magellan GP, LLC, Magellan Midstream Holdings GP, LLC, Great Lakes Dredge & Dock Corporation, US Power Generating Company and BWAY Holding Company; he no longer serves on these boards. Mr. Souleles provides strong finance skills to our board of directors.

              We intend to add at least one additional director to our board of directors following this offering.

Controlled Company

              For purposes of the NYSE rules, we expect to be a "controlled company." Controlled companies under those rules are companies of which more than 50% of the voting power for the

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election of directors is held by an individual, a group or another company. We expect that BC Holdings, which is controlled by FPH, and ultimately, by a fund managed by Madison Dearborn, will continue to control more than 50% of the combined voting power of our common stock upon completion of this offering and will continue to have the right to designate a majority of the members of our board of directors for nomination for election and the voting power to elect such directors following this offering. Accordingly, we expect to be eligible to, and we intend to, take advantage of certain exemptions from corporate governance requirements provided in the NYSE rules. Specifically, as a controlled company, we would not be required to have (i) a majority of independent directors, (ii) a Nominating/Corporate Governance Committee composed entirely of independent directors, (iii) a Compensation Committee composed entirely of independent directors or (iv) an annual performance evaluation of the Nominating/Corporate Governance and Compensation Committees. Therefore, following this offering if we are able to rely on the "controlled company" exemption, we will not have a majority of independent directors, our Nominating and Corporate Governance and Compensation Committees will not consist entirely of independent directors and such committees will not be subject to annual performance evaluations; accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the applicable NYSE rules.

              The controlled company exemption does not modify the independence requirements for the audit committee, and we intend to comply with the requirements of the Sarbanes-Oxley Act and the NYSE rules, which require that our audit committee be composed of at least three members, one of whom will be independent upon the listing of our common stock on the NYSE, a majority of whom will be independent within 90 days of the date of this prospectus, and each of whom will be independent within one year of the date of this prospectus.

Board Composition

              Our board of directors will initially consist of seven directors. The authorized number of directors may be changed by resolution of our board of directors. Vacancies on our board of directors can be filled by resolution of our board of directors. Upon the completion of this offering, our board of directors will be divided into three classes, each serving staggered, three-year terms:

    Our Class I directors will be                        and                         , and their terms will expire at the first annual meeting of stockholders following the date of this prospectus;

    Our Class II directors will be                        and                         , and their terms will expire at the second annual meeting of stockholders following the date of this prospectus; and

    Our Class III directors will be                        ,                         and                         , and their terms will expire at the third annual meeting of stockholders following the date of this prospectus.

              As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms.

              In connection with this offering, we will enter into a Director Nomination Agreement with BC Holdings that provides BC Holdings the right to designate nominees for election to our board of directors for so long as BC Holdings owns 10% or more of the total number of shares of common stock outstanding. The number of nominees that BC Holdings is entitled to designate under this agreement will bear the same proportion to the total number of members of our board of directors as the number of shares of common stock beneficially owned by BC Holdings bears to the total number of shares of common stock outstanding, rounded up to the nearest whole number. In addition, BC Holdings shall be entitled to designate the replacement for any of its board designees whose board service terminates prior to the end of the director's term regardless of BC Holdings' beneficial ownership at such time. BC Holdings shall also have the right to have its designees participate on committees of our board of directors proportionate to its stock ownership, subject to compliance with

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applicable law and stock exchange rules. This agreement will terminate at such time as BC Holdings owns less than 10% of our outstanding common stock.

Committees of the Board of Directors

              We expect that, immediately following this offering, the standing committees of our board of directors will consist of an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Each of the committees will report to the board of directors as they deem appropriate and as the board may request. The expected composition, duties and responsibilities of these committees are set forth below.

Audit Committee

              The Audit Committee will be responsible for, among other matters: (1) appointing, retaining and evaluating our independent registered public accounting firm and approving all services to be performed by them; (2) overseeing our independent registered public accounting firm's qualifications, independence and performance; (3) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (4) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; (5) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and (6) reviewing and approving related person transactions.

              Immediately following this offering, our Audit Committee will consist of Messrs. Madigan, McGowan and Souleles. We believe that Messrs. Madigan and McGowan qualify as independent directors according to the rules and regulations of the SEC with respect to audit committee membership. We expect to add an additional independent directors to our audit committee within one year of the effective date of the registration statement in order to comply with applicable rules and regulations of our stock exchange. We also believe that Mr. McGowan qualifies as our "audit committee financial expert," as such term is defined in Item 401(h) of Regulation S-K. Our board of directors will adopt a written charter for the Audit Committee in connection with this offering, which will be available on our corporate website at www.bc.com upon the completion of this offering. The information on our website is not part of this prospectus.

Compensation Committee

              The Compensation Committee will be responsible for, among other matters: (1) reviewing key employee compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of our directors, chief executive officer and other executive officers; (3) reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and (4) administering our stock plans and other incentive compensation plans.

              Immediately following this offering, our Compensation Committee will consist of Messrs.                ,                 and                . Our board of directors will adopt a written charter for the Compensation Committee in connection with this offering, which will be available on our corporate website at www.bc.com upon the completion of this offering. The information on our website is not part of this prospectus.

Corporate Governance and Nominating Committee

              Our Corporate Governance and Nominating Committee will be responsible for, among other matters: (1) identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; (2) overseeing the organization of our board of directors to discharge the board's duties and responsibilities properly and efficiently; (3) identifying best

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practices and recommending corporate governance principles; and (4) developing and recommending to our board of directors a set of corporate governance guidelines and principles applicable to us.

              Immediately following this offering, our Corporate Governance and Nominating Committee will consist of Messrs.                              and                              . Our board of directors will adopt a written charter for the Corporate Governance and Nominating Committee in connection with this offering, which will be available on our corporate website at www.bc.com upon the completion of this offering. The information on our website is not part of this prospectus.

Compensation Committee Interlocks and Insider Participation

              During 2011, no officer or employee served as a member of BC Holdings' Compensation Committee, except for Mr. McDougall, who is employed by the company to act as the chairman of its board of directors. See "Executive Compensation—Director Compensation" for a description of Mr. McDougall's employment agreement. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on BC Holdings' board of managers or Compensation Committee. Although Mr. Carlile serves as an executive officer and director of FPH, FPH does not compensate its executive officers for serving in such capacity.

Other Committees

              Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Risk Oversight

              Our board of directors will oversee the risk management activities designed and implemented by our management. The board of directors will execute its oversight responsibility for risk management both directly and through its committees. The full board of directors will also consider specific risk topics, including risks associated with our strategic plan, business operations and capital structure. In addition, the board of directors will receive detailed regular reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

              Our board of directors will delegate to the audit committee oversight of our risk management process. Our other board committees will also consider and address risk as they perform their respective committee responsibilities. All committees will report to the full board of directors as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Family Relationships

              There are no family relationships among any of our executive officers or any of the persons to be nominated as our directors prior to the consummation of this offering.

Code of Ethics

              We have adopted a Code of Ethics that applies to all of our employees, including our chief executive officer, chief financial officer and principal accounting officer. Our Code of Ethics is available on our website at www.bc.com by clicking on About Boise Cascade and then Code of Ethics. If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend to satisfy the requirements under Item 5.05 of Item 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics that apply to our principal executive officer, financial and accounting officers by posting the required information on our website at the above address. Our website is not part of this prospectus.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Named Executive Officers

              Our Named Executive Officers for 2011 and the positions they held with the company as of December 31, 2011 are:

      Thomas E. Carlile—Chief Executive Officer
      Wayne M. Rancourt—Senior Vice President, Chief Financial Officer and Treasurer
      Stanley R. Bell—President, Building Materials Distribution
      Thomas A. Lovlien—President, Wood Products Manufacturing
      John T. Sahlberg—Vice President of Human Resources, General Counsel and Secretary

              Throughout this section, the term "Named Executive Officer" is intended to refer to the individuals identified above. The term "Officer" is intended to refer to those persons holding the title of Vice President, Senior Vice President, President, or Chief Executive Officer, all of whom are identified in the section titled "Management."

Summary of Key Events and Drivers

              During 2011, the compensation committee engaged Frederic W. Cook & Co. ("Frederic Cook") to undertake a general review of the base and incentive compensation of our Officers. No changes were made in 2011 to Named Executive Officer compensation as a result of the Frederick Cook review and due to the continuing depressed conditions in our product markets. The major compensation events affecting our Named Executive Officers during 2011 were as follows:

              1.     In February 2011, the compensation committee confirmed the long-term incentive plan ("LTIP") awards for 2010 calculated under the terms of the plan and directed payment of the initial installment of the 2010 awards. In addition, in February 2011, Award Notices for the 2011 iteration of the plan were approved by the committee. In February 2012, the compensation committee confirmed the LTIP awards for 2011 calculated under the terms of the plan, directed payment of the initial installment of the 2011 awards and approved the 2012 Award Notices under the plan.

              2.     In February 2011, the compensation committee approved award payments to our Named Executive Officers and other participants for amounts earned under our annual, short-term Incentive and Performance Plan ("STIP") for the 2010 plan year. The committee also approved issuance by the company of Award Notices under the plan, which established the criteria for 2011 awards for our Named Executive Officers and other participants in the plan. In February 2012, the committee approved award payments to our Named Executive Officers and other participants for amounts earned under the STIP for the 2011 plan year and approved issuance of Award Notices under the plan, which establish the criteria for 2012 awards to our Named Executive Officers and other participants in the plan.

              3.     On September 30, 2011, the compensation committee authorized the entry into a three-year retention agreement for Mr. Carlile.

Executive Compensation Program Objective

              Our compensation committee's overall objective for our Named Executive Officers' compensation is to establish a package that will:

    Provide aggregate compensation that reflects the market compensation for executives with similar responsibilities with due adjustment to reflect the experience, performance and other distinguishing characteristics of specific individuals;

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    Align compensation with the company's performance on both a short-term and long-term basis;

    Link each Named Executive Officer's compensation to his performance and the areas for which he is responsible;

    Attract, motivate, reward and retain the broad-based management talent critical to achieving the company's business goals; and

    Align the interests of our Named Executive Officers with those of our equity owners through their ownership of equity interests of the company.

What the Compensation Program Is Designed to Reward

              The compensation program as a whole is designed to provide a base level of compensation that will attract and retain the broad-based management talent the compensation committee believes is essential to achieving the company's strategic objectives and to reward, with short-term and long-term compensation, performance by its Named Executive Officers that maintains and creates value for our equity investors. Although we anticipate that the specific details of our executive compensation and benefits may be altered from time to time to reflect economic conditions, changes in the market for executive talent, the company's business strategies and regulatory changes, the overall objective of our compensation and benefits package will remain substantially the same over time.

Use of Market Data to Determine Amount and Allocation of Compensation

              The compensation committee believes that an important criterion for the determination of the aggregate value of the company's compensation program and the allocation of such value among the various elements of its compensation plans is market data on the amounts, allocations and structures utilized by similarly situated companies for positions of comparable responsibility.

              Management and the compensation committee have historically utilized compensation and benefits surveys to ascertain market levels of aggregate compensation and the allocation of that compensation among specific compensation elements for its Named Executive Officers. Aggregate compensation and each of the major elements (base salary, STIP compensation and LTIP compensation) for the company's Named Executive Officers had been targeted at the 50th percentile of the surveyed companies. However, the specific aggregate compensation (and the allocation thereof among the elements of such total compensation) paid to any of our Named Executive Officers may be below or above the 50th percentile target levels, depending on subjective judgments made by the compensation committee based on factors such as the specific Officer's tenure with the company and in his position, responsibilities that vary from the benchmark position and historical performance in the job. In 2011, the aggregate compensation paid to each of Messrs. Bell and Lovlien was above the 50th percentile target levels in light of their respective years of experience in the positions in which they serve. The aggregate compensation paid to Messrs. Carlile, Sahlberg and Rancourt were at or beneath such 50th percentile target levels in light of their respective experience levels in the positions in which they serve, each of which was less than that of Messrs. Bell and Lovlien.

              In 2011, the committee retained the services of Frederic Cook, a compensation consultant, to prepare a comprehensive analysis of the company's compensation packages for its Named Executive Officers and to compare the specific elements of compensation and the aggregate value with a group of peer companies selected by the consultant. The peer companies consisted of Ainsworth Lumber Co.; Associated Materials Incorporated; Beacon Roofing Supply, Inc.; BlueLinx, Inc.; Builders FirstSource, Inc.; Canfor Corporation; Eagle Materials, Inc.; International Forest Products Corporation; Louisiana-Pacific Corporation; Norbord Ltd.; Nortek, Inc.; Ply Gem Holdings, Inc.; Simpson Manufacturing Company, Inc.; Universal Forest Products, Inc.; and West Fraser Timber Co. Ltd. The compensation

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committee used the results of this study, along with the continuing depressed conditions in our product markets, to guide it in determining not to make any changes in Named Executive Officer compensation in 2011.

Executive Compensation Program Elements

              The five elements of the company's executive compensation program are:

    Base salary;

    STIP;

    Discretionary bonus awards;

    LTIP; and

    Other compensation and benefit plans.

Base Salary

              The company provides a base salary to Officers to attract and retain talented and experienced individuals to provide management and leadership services to the company.

              The committee customarily reviews base salaries for Named Executive Officers annually and at the time of promotions or other changes in responsibilities. Because of the continuing extreme adverse conditions in the company's product markets, the compensation committee has not approved a general wage increase for the Named Executive Officers in the years covered in this filing, but has approved the following changes to reflect promotions: a promotional increase was granted to Mr. Rancourt when he became Senior Vice President, Chief Financial Officer and Treasurer in 2009 and one was granted to Mr. Carlile when he became Chief Executive Officer in 2009. The compensation committee arrived at the base salaries granted Mr. Carlile and Mr. Rancourt on the basis of a comparative analysis of the base salaries accorded their predecessors, along with their relative levels of experience and the current structure of the company, rather than a comprehensive review of new market data.

STIP

              The STIP is designed to recognize and reward the contributions that Named Executive Officers and other participants have made to the company's annual performance. The plan does this by linking a portion of the annual cash compensation of each participant to performance measures that are expected to positively affect the company's annual financial performance. We offer this plan to encourage and reward conduct that will lead to better performance of our businesses as measured by the criteria used for determining award amounts. Each individual's participation in the plan, along with the criteria for calculation of the payout to such participant, is established annually by action of our compensation committee and communicated to the participants in a STIP Award Notification (Award Notice). A determination of the amount payable under the plan on account of the year is made by the compensation committee and the resulting payments (Awards) are made to participants.

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2011 STIP Compensation

              For 2011, each of our Named Executive Officers participated in the STIP. The plan provided for Awards to be calculated as a percentage of base salary, based on the extent to which the financial goals and performance objectives were met during the year and on the exercise of the compensation committee's discretion. The 2011 annual incentive Award targets for our Named Executive Officers were as follows:

Officer
  Target as a Percentage of
Base Salary
 

Thomas E. Carlile

    100 %

Wayne M. Rancourt

    55 %

Stanley R. Bell

    55 %

Thomas A. Lovlien

    55 %

John T. Sahlberg

    45 %

              The actual Awards may be less than or greater than the target incentive amounts depending on the achievement of predetermined financial goals and performance objectives and the exercise of the compensation committee's discretion. Awards for each Officer ranges from a threshold of 25% of the target Award through a maximum of 225% of the target Award, depending on financial goals achieved for 2011. The dollar amount of the threshold, target and maximum Award payable to each of our Named Executive Officers is set out in the table found under "Grants of Plan-Based Awards" in this "Executive Compensation" section.

              The annual financial goals required for each of our Named Executive Officers under our 2011 STIP were as follows:

Officer
  Financial Criteria   Requirement
For
Threshold
Payment
$ or %
  Requirement
For
Target
Payment
$ or %
  Requirement
For
Maximum
Payment
$ or %
 
 
   
  (in millions, except PRONWC)
 

Thomas E. Carlile

 

100% Corporate EBITDA

  $ 5   $ 40   $ 125  

Wayne M. Rancourt

 

100% Corporate EBITDA

   
5
   
40
   
125
 

Stanley R. Bell

 

25% Corporate EBITDA

   
5
   
40
   
125
 

 

37.5% BMD Division EBITDA

    10     25     70  

 

37.5% BMD Division PRONWC

    1.0 %   8.8 %   23.5 %

Thomas A. Lovlien

 

25% Corporate EBITDA

   
5
   
40
   
125
 

 

75% Wood Products Division EBITDA

    10     35     80  

John T. Sahlberg

 

100% Corporate EBITDA

   
5
   
40
   
125
 

              EBITDA means earnings before interest (interest expense and interest income), income taxes and depreciation and amortization at the corporate or division level as indicated in the table above and adjusted in each case for special items. PRONWC means pretax return on net working capital. It is calculated by dividing Building Materials Distribution segment net operating income by the segment's average net working capital reported as of each month-end during a 13-month period running from December 2010 through December 2011, adjusted in each case for special items. The compensation committee believes that EBITDA adjusted for special items represents a financial measure that closely approximates the value delivered by management to the company's equity owners and is a key measure of performance frequently used by the company's debt holders. The compensation committee included

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PRONWC as a portion of Mr. Bell's performance criteria because it reflects his division's control of its working capital, which is a critical financial measure in our distribution business. In 2011, the Corporate EBITDA, Building Materials Distribution EBITDA and Wood Products EBITDA were $12.9 million, $11.6 million and $15.5 million, respectively, resulting in aggregate payments to each of our Named Executive Officers equal to 42% of target under the STIP for 2011.

              At its meeting in February 2012, our compensation committee confirmed the payment to each of our Named Executive Officers of an Award that was calculated in accordance with the plan's metrics. The amounts approved by the committee for payment to each of the Named Executive Officers pursuant to the 2011 plan are reported in the column titled Non-Equity Incentive Plan Compensation in the Summary Compensation Table.

2012 STIP Compensation

              At the compensation committee's meeting in February 2012, the committee approved the details of the company's 2012 STIP. No changes were made to the plan document or the methods for calculating the financial criteria to be used in determining each Named Executive Officer's Award under the plan. The annual financial goals required for each of our Named Executive Officers under our 2012 STIP are as follows:

Officer
  Financial Criteria   Requirement
For
Threshold
Payment
$ or %
  Requirement
For
Target
Payment
$ or %
  Requirement
For
Maximum
Payment
$ or %
 
 
   
  (in millions, except PRONWC)
 

Thomas E. Carlile