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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

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

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / /

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

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

        The aggregate market value of the voting common stock held by nonaffiliates of the registrant, computed by reference to the price at which the common stock was sold as of the close of business on June 30, 2002, was $2,010,905,240. Registrant does not have any nonvoting common equities.

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

Document incorporated by reference

        Portions of the registrant's proxy statement relating to its 2003 annual meeting of shareholders to be held on April 17, 2003 ("Boise Cascade Corporation's proxy statement") are incorporated by reference into Part III of this Form 10-K.

Table of Contents

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PART I

ITEM 1. BUSINESS

        As used in this 2002 Annual Report on Form 10-K, the terms "Boise" and "we" include Boise Cascade Corporation and its consolidated subsidiaries and predecessors. Our Securities and Exchange Commission (SEC) filings, which include this Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all related amendments, are available online at www.bc.com, Investor Relations, SEC filings. These reports are available soon after they are electronically filed with the SEC.

        Boise is a major distributor of office products and building materials and an integrated manufacturer and distributor of paper, packaging, and wood products. We are headquartered in Boise, Idaho, with domestic and international operations. We own or control over 2 million acres of timberland in the United States. We were incorporated under the laws of Delaware in 1931 under the name Boise Payette Lumber Company of Delaware, as a successor to an Idaho corporation formed in 1913. In 1957, our name was changed to Boise Cascade Corporation.

        Financial information pertaining to each of our industry segments and to each of our geographic areas for the years 2002, 2001, and 2000 is presented in Note 16, "Segment Information," of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.

        Our sales and income are affected by the industry supply of products relative to the level of demand and by changing economic conditions in the markets we serve. Demand for paper and paper products and for office products correlates closely with real growth in the gross domestic product and with white-collar employment levels. Paper and paper products and building products operations are also affected by supply and demand in international markets and by customer inventory levels. Our building products businesses are dependent on repair-and-remodel activity, housing starts, and commercial and industrial building, which in turn are influenced by the availability and cost of mortgage funds. Declines in building activity that may occur during winter affect our building products businesses. In addition, some operating costs may increase at facilities affected by cold weather. Seasonal influences, however, are generally not significant to the company overall.

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

        We engage in acquisition and divestiture discussions with other companies and make acquisitions and divestitures from time to time. It is our policy to review our operations periodically and to dispose of assets which fail to meet our criteria for return on investment or which cease to warrant retention for other reasons. (See Notes 3, 14, and 15 of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.)

Boise Office Solutions

        Boise distributes a broad line of items for the office, including office supplies and paper, technology products, and office furniture, through our Boise Office Solutions segment. Substantially all products sold by this segment are purchased from outside manufacturers or from industry wholesalers, except office papers, which are sourced primarily from our paper operations. Boise Office Solutions sells these office products directly to large corporate, government, and small- and medium-sized offices in the United States, Canada, Mexico, Australia, and New Zealand.

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        Customers with more than one location are often served under the terms of one national contract that provides consistent products, prices, and service to multiple locations. If the customer desires, we also provide summary billings, usage reporting, and other special services. At January 31, 2003, Boise Office Solutions operated 63 distribution centers, 2 outbound sales centers, 4 customer service centers, and 2 wholesale/manufacturing facilities. Boise Office Solutions also operated over 100 retail stores in Canada, Hawaii, Australia, and New Zealand.

        Boise Office Solutions sales for 2002, 2001, 2000, 1999, and 1998 were $3,546 million, $3,536 million, $3,697 million, $3,397 million, and $3,081 million, respectively.

Boise Building Solutions

        Boise is a major producer of structural panels (plywood and oriented strand board), lumber, and particleboard through our Boise Building Solutions segment. We also manufacture engineered wood products consisting of laminated veneer lumber (LVL), which is a high-strength engineered structural lumber product; wood I-joists; and laminated beams. Most of our production is sold to independent wholesalers and dealers and through our own wholesale building materials distribution outlets. Our wood products are used primarily in housing, industrial construction, and a variety of manufactured products. Wood products manufacturing sales for 2002, 2001, 2000, 1999, and 1998 were $774 million, $792 million, $882 million, $958 million, and $913 million, respectively, while building materials distribution sales for the same years were $1,696 million, $1,596 million, $1,601 million, $1,289 million, and $873 million.

        The following table lists annual practical capacities of our wood products manufacturing facilities as of December 31, 2002, and production for 2002:

(a)

Capacity is production assuming normal operating shift configurations.

(b)

Production and capacity applicable to plywood only.

(c)

In 1995, we formed a joint venture to build an oriented strand board (OSB) plant in Barwick, Ontario, Canada. We own 47% of the joint venture and account for it on the equity method. A subsidiary of Abitibi-Consolidated, Inc., the Northwestern Mutual Life Insurance Company, and Allstate Insurance Company hold the other 53%. The 420 million square feet of annual capacity represents 100% of the production volume.

(d)

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

(e)

About 70% of the veneer is intended for production of LVL at our plant in Alexandria, Louisiana. We expect the remainder to be processed into plywood in Brazil.

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

(a)

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

        In 2001, we began construction of a new facility near Elma, Washington, to manufacture integrated wood-polymer building materials. The plant should start up early in 2003. The initial product will be exterior siding marketed under the name HomePlate™ siding. This siding will be manufactured from recycled plastic and urban wood. We will market the product in the western United States and Canada and will distribute it primarily through our building materials distribution business.

        In fourth quarter 2001, our wholly owned subsidiary, Boise Cascade do Brasil Ltda., began operating a veneer and plywood mill in the city of Guaiba, Rio Grande do Sul, Brazil. The mill, which uses plantation eucalyptus, is able to produce 150 million square feet of ³/8" veneer a year. About 70% of the veneer is intended for production of LVL at our plant in Alexandria, Louisiana. We expect the remainder to be processed into plywood in Brazil.

        Boise operates 28 wholesale building materials distribution facilities. These operations market a wide range of building materials, including lumber, plywood, oriented strand board, particleboard, decking, engineered wood products, paneling, drywall, builders' hardware, and metal products. These products are distributed to retail lumber dealers, home centers specializing in the do-it-yourself market, and industrial customers. A portion (approximately 23%) of the lumber, panels, and engineered wood products sold by our distribution operations is provided by our manufacturing facilities, and the balance is purchased from outside sources.

Timber Resources

        Boise owns or controls approximately 2.4 million acres of timberland in the United States. Our timberlands are managed as part of our Boise Building Solutions and Boise Paper Solutions segments. The impact of our timberlands on our results of operations is included in these segments. The amount of timber we harvest each year from our timber resources, compared with the amount we purchase from outside sources, varies according to the price and supply of timber for sale on the open market and according to what we deem to be in the interest of sound management of our timberlands. During 2002, 49% of our fiber needs were met by internal sources, 39% were provided by private sources, and 12% were met by government sources. During 2001, these percentages were 44%, 47%, and 9%, and in 2000, they were 41%, 47%, and 12%. Over the past several years, the amount of timber available for commercial harvest from public lands in the United States has declined significantly due to environmental litigation and changes in government policy. In 2001, we closed our plywood and lumber operations in Emmett, Idaho, and our sawmill in Cascade, Idaho, due to the significant decline in federal timber offered for sale. Further constraints on timber supply, both on public and private lands, that would affect our remaining facilities may be

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imposed in the future. As a result, we cannot accurately predict future log supply and costs. Additional curtailments or closures of our wood products manufacturing facilities are possible.

        In March 2002, we announced that we will discontinue harvesting from old-growth forests by 2004. Less than 1% of our wood supply comes from old-growth forests, most of it from federal lands. We are making no new commitments to enter into federal timber contracts that require harvest of timber from old-growth forests. This announcement formally recognized a trend that Boise had already been following and will not materially affect our available timber supply.

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

        Long-term leases of private timberlands generally provide Boise with timber harvesting rights and carry with them the responsibility for managing the timberlands. The remaining life of all leases ranges from 14 to 63 years. In addition, we have an option to purchase approximately 205,000 acres of timberland under lease and/or contract in the southern United States. We seek to maximize the utilization of our timberlands through efficient management so that the timberlands will provide a sustained supply of wood for future needs. To do this, we work to improve tree selection, site preparation, planting, fertilization, thinning, and logging techniques. Using standard plant breeding techniques, we are able to plant and grow trees that are inherently larger and stronger and provide faster growth, increased disease resistance, and a higher proportion of usable fiber. Computerization enables us to compile and analyze complex data to identify the most beneficial level of management for specific timberland tracts.

        During 2002, our mills processed approximately 184 million cubic feet of sawtimber (timber used to make lumber and veneer) and 181 million cubic feet of pulpwood (timber used in papermaking); 51% of the sawtimber and 38% of the pulpwood were harvested from our owned or controlled timber resources. The balance was acquired from various private and government sources. Approximately 59% of the 1.1 million bone-dry units (a bone-dry unit is 2,400 dry pounds) of hardwood and softwood chips consumed by our Northwest pulp and paper mills in 2002 were provided from our whole-log chipping facility, our cottonwood fiber farm, and our Northwest wood products manufacturing facilities as residuals from processing solid wood products. Of the 376,000 bone-dry units of residual chips used in the South, 50% were provided by our southern wood products manufacturing facilities.

        At December 31, 2002, 2001, and 2000, the acreages of owned or controlled timber resources by geographic area in the United States and the approximate percentages of total fiber

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requirements available from our respective timber resources in these areas and from the residuals from processed purchased logs are shown in the following table:

(a)

Principally sawtimber.

(b)

Principally pulpwood.

(c)

Sawtimber and pulpwood.

(d)

At December 31, 2002, our inventory of sawtimber that is mature enough to be harvested and processed was approximately 1,492 million cubic feet, and our inventory of pulpwood was approximately 953 million cubic feet. At December 31, 2001, these inventories were approximately 1,440 million cubic feet of sawtimber and 872 million cubic feet of pulpwood, and at December 31, 2000, these inventories were approximately 1,431 million cubic feet of sawtimber and 863 million cubic feet of pulpwood.

(e)

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

        We assume substantially all risks of loss from fire and other casualties on all the standing timber we own, as do most owners of timber tracts.

        Additional information pertaining to our timber resources is presented under the caption "Timber Supply and Environmental Issues" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.

Boise Paper Solutions

        Boise manufactures and sells uncoated free sheet papers (office papers, printing grades, forms bond, envelope papers, and value-added papers), containerboard, corrugated containers, newsprint, and market pulp through our Boise Paper Solutions segment. Boise Paper Solutions sales on a segment basis for 2002, 2001, 2000, 1999, and 1998 were $1,878 million, $1,942 million, $2,048 million, $1,887 million, and $1,888 million, respectively.

        This business segment is focused primarily on uncoated free sheet papers and containerboard and corrugated containers. Uncoated free sheet represented 57% of segment revenues in 2002, containerboard and corrugated containers accounted for 21%, and newsprint accounted for 8%. Market pulp and wood fiber accounted for the remaining 14% of revenues.

        About 38% of our uncoated free sheet, including about 74% of our office papers, is sold through our office products business, and the equivalent of 54% of our containerboard production is consumed by our corrugated container plants.

        Our paper and containerboard are manufactured at five mills in the United States. These mills had an annual capacity of 2.9 million short tons at December 31, 2002. With the exception of

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newsprint, our products are sold to distributors, including Boise Office Solutions, and industrial customers primarily by our own sales personnel. Newsprint is marketed by Abitibi-Consolidated, Inc. Our corrugated containers are manufactured at five U.S. plants, which have an annual capacity of approximately 6.0 billion square feet. The containers produced at our plants are used to package fresh fruit and vegetables, processed food, beverages, and many other industrial and consumer products. We sell our corrugated containers primarily through our own sales personnel.

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

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

        The following table sets forth annual practical capacities of our paper manufacturing locations as of December 31, 2002, and production for 2002:

(a)

Capacity assumes 24-hour days, 365 days per year, except for days allotted for planned maintenance.

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

Competition

        All of the markets we serve are highly competitive, with a number of large companies operating in each. We compete in our markets principally through price, service, quality, and value-added products and services.

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

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

        Our major paper products are uncoated free sheet, containerboard, and newsprint, all of which are globally traded commodities with numerous worldwide manufacturers. About a dozen major manufacturers compete in the North American paper market. We are among the top five North American producers of uncoated free sheet papers. We hold much smaller positions in the newsprint and containerboard markets. Price, quality, and service are important competitive determinants across paper markets. All of our paper manufacturing facilities are located in the United States, and we compete largely in the domestic arena. We do, however, face competition

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from foreign producers. The level of this competition varies depending on the level of demand abroad and the relative rates of currency exchange. In general, paper production does not rely on proprietary processes or formulas, except in highly specialized or custom grades.

        Our paper products also compete with electronic transmission and document storage options. As trends toward these options continue, we may see variances in the demand overall for paper products or shifts from one type of paper to another. For example, demand for newsprint grades may decline, and demand for office papers may increase, as newspapers are replaced with electronic media that can be downloaded and printed by the reader.

Environmental Issues

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

Employees

        At December 31, 2002, we had 24,111 employees, 6,953 of whom were covered under collective bargaining agreements. No major collective bargaining agreements are set to expire in 2003.

Identification of Executive Officers

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

Capital Investment

        Information concerning our capital expenditures is presented under the caption "Investment Activities" and in the table titled "2002 Capital Investment by Segment" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.

Energy

        The Boise Paper Solutions segment is our primary energy user. Sources of self-generated energy in this segment, such as wood wastes, pulping liquors, and hydroelectric power, provided 57% of total energy requirements in 2002, compared with 55% in 2001 and 57% in 2000. The remaining energy requirements were fulfilled by purchased sources in 2002 as follows: natural gas, 70%; electricity, 28%; and residual fuel oil, 2%.

ITEM 2. PROPERTIES

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

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        Following is a list of our facilities by segment as of January 31, 2003. In addition, our corporate headquarters is located in Boise, Idaho, and our Boise Office Solutions business headquarters is located in Itasca, Illinois.

Boise Office Solutions

        63 distribution centers in Arizona, California (2), Colorado, Delaware, District of Columbia, Florida (2), Georgia, Hawaii (4), Idaho, Illinois, Indiana, Kentucky, Maine, Massachusetts, Michigan, Minnesota, Missouri (2), Nevada, New Mexico, New York (2), North Carolina, Ohio (2), Oklahoma, Oregon, Pennsylvania (2), Tennessee (2), Texas (2), Utah, Virginia, Washington, Wisconsin, Canada (7), Mexico, Australia (8), and New Zealand (5).

        2 outbound sales centers in Illinois and Oklahoma.

        4 customer service centers in Illinois (2), Virginia, and Wyoming.

        2 wholesale/manufacturing facilities in New Zealand.

        104 retail stores in Canada (71), Hawaii (4), Australia (5), and New Zealand (24).

Boise Building Solutions

        7 sawmills in Alabama, Oregon (3), and Washington (3).

        12 plywood and veneer plants in Louisiana (2), Oregon (7), Washington (2), and Rio Grande do Sul, Brazil.

        1 particleboard plant in Oregon.

        3 laminated veneer lumber/wood I-joist plants in Louisiana, Oregon, and New Brunswick, Canada.

        1 wood beam plant in Idaho.

        1 oriented strand board joint venture, of which we own 47% in Ontario, Canada.

        28 wholesale building materials distribution facilities in Arizona, California, Colorado (2), Florida, Georgia, Idaho (2), Illinois, Maryland, Massachusetts, Michigan, Minnesota, Montana, New Hampshire, New Jersey, New Mexico, North Carolina, Oklahoma, Tennessee, Texas (3), Utah, and Washington (4).

Boise Paper Solutions

        5 pulp and paper mills in Alabama, Louisiana, Minnesota, Oregon, and Washington.

        6 distribution centers in California, Georgia, Illinois, New Jersey, Oregon, and Texas.

        2 converting facilities in Oregon and Washington.

        5 corrugated container plants in Idaho (2), Oregon, Utah, and Washington.

Timber Resources

        For a list of our timber properties, see the table under "Timber Resources" in "Item 1. Business" of this Form 10-K.

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ITEM 3. LEGAL PROCEEDINGS

        We have been notified that we are a "potentially responsible party" under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) or similar federal and state laws, or have received a claim from a private party, with respect to 19 active sites where hazardous substances or other contaminants are or may be located. In most cases, we are one of many potentially responsible parties, and our alleged contribution to these sites is relatively minor. For sites where a range of potential liability can be determined, we have established appropriate reserves. We believe we have minimal or no responsibility with regard to several other sites. We cannot predict with certainty the total response and remedial costs, our share of the total costs, the extent to which contributions will be available from other parties, or the amount of time necessary to complete the cleanups. Based on our investigations; our experience with respect to cleanup of hazardous substances; the fact that expenditures will, in many cases, be incurred over extended periods of time; and the number of solvent potentially responsible parties, we do not believe that the known actual and potential response costs will, in the aggregate, materially affect our financial position or results of operations.

        Over the past several years and continuing into 2003, we have been named a defendant in a number of cases where the plaintiffs allege asbestos-related injuries from exposure to asbestos products or exposure to asbestos while working at job sites. The claims vary widely and often are not specific about the plaintiff's contacts with us or with our facilities. None of the claims seeks damages from us individually, and we are generally one of numerous defendants. Many of the cases filed against us have been voluntarily dismissed, although we have settled some cases. The settlements we have paid have been covered mostly by insurance, and we believe any future settlements or judgments in these cases would be similarly covered. To date, no asbestos case against us has gone to trial, and the nature of these cases makes any prediction as to the outcome of pending litigation inherently subjective. At this time, however, we believe our involvement in asbestos litigation is not material to either our financial position or our results of operations.

        We are also involved in other litigation and administrative proceedings arising in the normal course of our business. In the opinion of management, our recovery, if any, or our liability, if any, under pending litigation or administrative proceedings, including those described in the preceding paragraphs, would not materially affect our financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

        Inapplicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        Our common stock is listed on the New York Stock Exchange. The high and low sales prices for our common stock, as well as the frequency and amount of dividends paid on such stock, are included in Note 19, "Quarterly Results of Operations," of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K. Information concerning restrictions on the payments of dividends is included in Note 9, "Debt," of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K. The approximate number of common shareholders, based upon actual record holders at January 31, 2003, was 14,312.

Shareholder Rights Plan

        The company has had a shareholder rights plan since January 1986. The current plan took effect in December 1998. At that time, the rights under the previous plan expired, and we distributed to our common stockholders one new right for each common share held. The rights become exercisable ten days after a person or group acquires 15% of our outstanding voting securities or ten business days after a person or group commences or announces an intention to commence a tender or exchange offer that could result in the acquisition of 15% of these securities. Each full right, if it becomes exercisable, entitles the holder to purchase one share of common stock at a purchase price of $175 per share, subject to adjustment. Upon payment of the purchase price, the rights may "flip in" and entitle holders to buy common stock or "flip over" and entitle holders to buy common stock in an acquiring entity in such amount that the market value is equal to twice the purchase price. The rights are nonvoting and may be redeemed by the company for one cent per right at any time prior to the tenth day after an individual or group acquires 15% of our voting stock, unless extended. The rights expire in 2008. Additional details are set forth in the Renewed Rights Agreement filed with the Securities and Exchange Commission as Exhibit 4.2 in our Form 10-Q for the quarter ended September 30, 1997.

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ITEM 6. SELECTED FINANCIAL DATA

        The following table sets forth our selected financial data for the years indicated and should be read in conjunction with the disclosures in Items 7 and 8 of this Form 10-K:

(a)

2002 included a pretax charge of $23.6 million to record the sale of all stock of our wholly owned subsidiary that held our investment in IdentityNow. We also recorded $27.6 million of tax benefits associated with this sale and our 2001 write-down of our equity investment (see b).

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(b)

2001 included a pretax charge of $54.0 million for the closure of our plywood and lumber operations in Emmett, Idaho, and our sawmill in Cascade, Idaho, and a $4.9 million charge for the write-off of our assets in Chile.

2001

included a pretax charge of $10.9 million to accrue for a one-time liability related to postretirement benefits for our Northwest hourly paperworkers.

2001

included a pretax charge of $54.3 million and $4.6 million of tax benefits for the write-down to fair value of an equity method investment.

2001

included $5.0 million of pretax income for the reversal of unneeded reserves for potential claims rising from the sale in 2000 of our European office products operations.

(c)

2000 included a pretax gain of $98.6 million on the sale of our European office products operations.

(d)

1999 included a pretax gain of $47.0 million for the sale of 56,000 acres of timberland in central Washington.

1999

included pretax gains of $35.5 million, $4.0 million, $2.3 million, and $0.4 million for the reversal of previously recorded restructuring charges in our Boise Building Solutions, Boise Office Solutions, Boise Paper Solutions, and Corporate and Other segments.

1999

included a pretax loss of $4.4 million related to early retirements in our Corporate and Other segment.

(e)

1998 included a pretax charge of $38.0 million for a companywide cost-reduction initiative and the restructuring of operations.

1998

included a pretax gain of $45.0 million related to an insurance settlement for our Medford, Oregon, plywood plant, which was severely damaged by fire.

1998

included a pretax charge of $61.9 million for the restructuring of our wood products manufacturing business and a pretax charge of $19.0 million for the revaluation of paper-related assets.

1998

included a net-of-tax charge of $8.6 million for the adoption of AICPA Statement of Position 98-5, Reporting on the Costs of Start-Up Activities.

1998

net loss per common share included a negative 7 cents related to the redemption of our Series F Preferred Stock.

(f)

The computation of diluted net loss per common share was antidilutive in the years 2002, 2001, and 1998; therefore, the amounts reported for basic and diluted loss per share are the same.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Summary

        We operate our business using four reportable segments: Boise Office Solutions, Boise Building Solutions, Boise Paper Solutions, and Corporate and Other. Boise Office Solutions markets and sells office supplies, paper, technology products, and office furniture. Boise Building Solutions manufactures, markets, and distributes various products that are used for construction, while Boise Paper Solutions manufactures, markets, and distributes uncoated free sheet papers, containerboard, corrugated containers, newsprint, and market pulp. Corporate and Other includes support staff services and related assets and liabilities. The segments' profits and losses are measured on operating profits before interest expense, income taxes, minority interest, extraordinary items, and cumulative effect of accounting changes.

        During 2002, lingering weakness in the U.S. economy continued to challenge Boise — and, in fact, all U.S. business. In the manufacturing sector, the downturn in the economy began in the fall of 2000 and was exacerbated by the terrorist attacks on the United States on September 11, 2001. While an economic recovery began late in 2001, manufacturing capacity utilization remained weak during 2002, and prices for our key products were still depressed at year-end. New job formation, which is particularly important to Boise Office Solutions, also remained weak. Late in 2002, the economy sent mixed signals, some signs of strengthening and others of weakness. We saw mixed

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signs of improvement in our own businesses as well. Overall, the pace of the economic recovery has been slow and uneven.

        In this uncertain environment, we have continued to implement our business strategies to improve Boise's competitive position. We have focused our growth on the distribution of office products and building materials. Shifting our business mix lowers our capital requirements relative to the more capital-intensive manufacturing side of our business, generates more consistent earnings, and provides an opportunity for us to take our manufactured products closer to the end user.

        We have also focused our paper business on fewer grades and facilities to reduce our capital commitments, achieve stronger market positions, and leverage the advantages of our competitive cost position. We have worked to improve the competitive cost position of all of our businesses by reducing costs, ensuring consistent quality, adjusting our product mix and sourcing, and increasing the value of our offerings to customers.

        Finally, we have developed value-added products and services in all our businesses. By reducing the emphasis on pure commodity products, we have the opportunity, over time, to generate higher returns and, more importantly, to compete on business parameters other than price.

Results of Operations

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        We evaluate our results of operations both before and after nonroutine gains and losses. The following table shows net income (loss) and net income (loss) per diluted share, as reported and as adjusted for nonroutine items.

(a)

Nonroutine items in 2002 included a pretax loss of $23.6 million (Corporate and Other segment) for the sale of the stock of our wholly owned subsidiary that held our investment in IdentityNow, a promotional products company. At the same time, we recorded $27.6 million of tax benefits associated with this sale and the write-down of our investment in IdentityNow in 2001. This nonroutine item increased net income $4 million.

(b)

Nonroutine items in 2001 included the reversal of $5.0 million of unneeded reserves for potential claims rising from the sale in 2000 of our European office products operations (Boise Office Solutions segment), a pretax charge of $54.0 million related to the permanent closure of our plywood and lumber operations in Idaho (Boise Building Solutions segment), a pretax charge of $4.9 million for the write-off of our investment in assets in Chile (Boise Building Solutions segment), a $54.3 million write-down of our 29% investment in IdentityNow to its estimated fair value of $25.0 million (Corporate and Other segment) and a $4.6 million tax benefit related to this write-down, and a $10.9 million pretax, noncash charge to accrue for a one-time liability related to postretirement benefits for our Northwest hourly paperworkers (Corporate and Other segment). The net effect of these nonroutine items decreased net income $89.3 million.

(c)

Nonroutine items in 2000 included a pretax gain of $98.6 million for the sale of our European office products operations to Guilbert S.A. of France (Boise Office Solutions segment) that increased net income $60.1 million.

        The nonroutine items, before taxes, discussed above are included in "Other (income) expense, net" in the Consolidated Statements of Income (Loss). See results of operations by segment for additional detail.

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Operating Results

2002 Compared With 2001

        Total sales in 2002 were essentially flat with 2001 sales. Boise Building Solutions sales increased 3%, primarily because of stronger sales in engineered wood products and building materials distribution, while Boise Paper Solutions sales decreased 3% because of lower product prices. Boise Office Solutions sales and same-location sales were flat.

        In 2002, materials, labor, and other operating expenses increased as a percentage of sales, compared with 2001, because of increased sales of lower-margin products in Boise Office Solutions and lower paper prices in Boise Paper Solutions, partially offset by lower manufacturing costs in our paper business and favorable wood and manufacturing costs in Boise Building Solutions. Selling and distribution expenses as a percentage of sales were flat in 2002, compared with 2001, due primarily to cost-control and productivity improvements in Boise Office Solutions. In 2002, general and administrative expenses increased as a percentage of sales, compared with 2001, due to higher compensation and benefits costs. In accordance with new accounting standards, we stopped amortizing goodwill January 1, 2002. Amortization of goodwill in 2001 was $8.9 million after taxes.

        Interest expense was $118.5 million in 2002 and $127.7 million in 2001. The variance was due mainly to decreases in our debt levels during the year and, to a lesser degree, changes in interest rates.

        Before nonroutine items, our effective tax provision rates were 37.5% and 34% for 2002 and 2001. The increase in the 2002 tax provision rate, compared with the 2001 tax provision rate, was due primarily to our charitable donation in 2001 of surplus property in Vancouver, Washington, for which we received a tax benefit. Changes in our tax rates were also due to lower income levels and the mix of domestic and foreign sources of income. Our effective tax benefit rate in 2002 was 1,831%, compared with an effective tax benefit rate of 11.5% in 2001. These unusual tax benefit rates were due to the timing of the recognition of tax benefits associated with the sale and write-down of our investment in IdentityNow. Under income tax accounting rules, in 2001, we were able to recognize a tax benefit of only $4.6 million related to our $54.3 million write-down in that year. In contrast, in 2002, we were able to recognize a tax benefit of $27.6 million associated with the sale of our remaining investment in IdentityNow and our previous write-down.

2001 Compared With 2000

        Sales in 2001 decreased 5% from sales in 2000 because of reduced demand in Boise Office Solutions, lower product prices in Boise Paper Solutions and Boise Building Solutions, and the midyear closure of our Idaho plywood and lumber operations. Sales decreased 4% in Boise Building Solutions and 5% in Boise Paper Solutions. Boise Office Solutions sales decreased 4% in 2001, and same-location sales decreased 2%. Boise Office Solutions total sales decreased at a higher rate than same-location sales because divestitures were not totally offset by acquisitions.

        In 2001, materials, labor, and other operating expenses increased as a percentage of sales, compared with 2000, because of higher energy costs in Boise Paper Solutions and lower overall sales. Selling and distribution expenses as a percentage of sales were lower in 2001 than in 2000 due to our cost-reduction efforts. General and administrative expenses increased as a percentage of sales due to the decreased sales in 2001 and higher compensation costs.

        Interest expense was $127.7 million in 2001 and $151.2 million in 2000. The variances were mainly due to decreases in our debt levels and, to a lesser degree, changes in interest rates.

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        Our effective tax benefit rate in 2001 was 11.5%, compared with an effective tax provision rate of 39% in 2000. The 2001 rate was affected by the nondeductibility of a portion of the write-down of our investment in IdentityNow. Before nonroutine items, our effective tax provision rate was 34% for 2001. The decrease in our 2001 tax rate, before nonroutine items, compared with the 2000 rate, was due primarily to our charitable donation in 2001 of surplus property in Vancouver, Washington, for which we received a tax benefit. Changes in our tax rates were also due to lower income levels and the mix of domestic and foreign sources of income.

        Before nonroutine items, net income in 2001 decreased 61%, compared with net income in 2000. In Boise Paper Solutions, paper prices and unit sales volume were lower, and energy and chemical costs were higher. In Boise Building Solutions, wood products sales prices were lower.

Boise Office Solutions

Operating Results

2002 Compared With 2001

        Segment sales and same-location sales were essentially flat in 2002, primarily the result of the sluggish U.S. economy. Customers were more cost-conscious in their office products and furniture purchases, and widespread white-collar layoffs caused our customers to use fewer office products in 2002. Boise Office Solutions saw signs of the business beginning to gradually recover during the second half of the year, as quarterly same-store sales, compared with the prior year, were negative in the first half and turned positive in the second half of 2002.

        In 2002, segment income decreased from that reported in 2001, as did operating profit as a percentage of sales. Our gross profit margins decreased because sales of higher-margin furniture and office supplies decreased. Paper margins also narrowed in 2002, as the price we paid for

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paper increased more quickly than the price we charged our customers. Year over year, our operating expenses as a percentage of net sales decreased, primarily as a result of cost controls and productivity improvements that more than offset increased pension and employee medical expenses. Operating expenses were also reduced, to a lesser extent, by eliminating amortization of goodwill January 1, 2002. Amortization of goodwill totaled approximately $9 million, before taxes, for this segment in 2001.

        Boise Office Solutions sold 544,000 tons of Boise's office papers in 2002, an increase of 16% over 2001. We also continued to build our sales to U.S. medium-sized businesses (offices with approximately 20 to 100 employees); sales increased 13% from 2001 to 2002. Gross profit margins on sales to this sector are generally better than those on sales to larger corporate and government offices. Boise Office Solutions also increased U.S. E-commerce sales 33%. E-commerce technology provides convenience for our customers while reducing our cost of operations.

2001 Compared With 2000

        Segment sales decreased 4% from 2000 to 2001, and same-location sales decreased 2%. Segment sales decreased at a higher rate than same-location sales because divestitures were not totally offset by acquisitions. The decrease in same-location sales was due mainly to the slowing U.S. economy, which resulted in fewer purchases by our existing U.S. customers.

        Our gross profit margins were down slightly from 2000 to 2001 as a result of delivery costs that we were unable to leverage over lower sales. Operating expenses as a percentage of sales increased from 2000 to 2001. Excluding nonroutine items, which includes the 2001 reversal of $5.0 million of unneeded reserves for potential claims rising from the sale in 2000 of our European office products operations and the $98.6 million gain for the sale of our European office products operations, operating expenses as a percentage of sales decreased. Operating expenses, before nonroutine items, decreased due to our continued efforts to reduce our cost structure and to the sale of our European office products operations, which had higher operating expenses as a percentage of sales than our other operations. As a result of a decrease in operating expenses, before nonroutine items, our operating profit as a percentage of sales improved in 2001, compared with 2000. Results for 2001 also include our $5.3 million share of IdentityNow's losses.

Acquisitions and Divestitures

        In April 2000, we completed a tender offer for the outstanding common stock of Boise Cascade Office Products Corporation (BCOP) owned by shareholders other than Boise. BCOP again became a wholly owned subsidiary of Boise. The purchase price, including transaction costs and payments to shareholders and stock option holders, totaled $216.1 million.

        In September 2000, we sold our European office products operations to Guilbert S.A. of France for approximately $335.3 million. The sale resulted in a pretax gain of $98.6 million. Our sales for these operations totaled $241.8 million in 2000.

        In October 2000, we acquired the Blue Star Business Supplies Group of US Office Products (Blue Star), a distributor and manufacturer of office, packaging, and educational supplies in Australia and New Zealand, for $114.7 million in cash and the recording of $13.2 million in acquisition liabilities. We have closed 17 acquired distribution centers, and approximately 290 employees have been terminated since our acquisition. Blue Star had sales of approximately $300 million in its fiscal year ended April 29, 2000.

        In October 2000, we contributed the assets of Boise Marketing Services, Inc. (BMSI), our majority-owned promotional products subsidiary, to IdentityNow. This transaction was accounted for as a purchase business combination. IdentityNow issued shares of its voting common stock in

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exchange for the assets of BMSI. The assets exchanged were nonmonetary. Based on the postmerger business plan and cash flow projections, the value of the IdentityNow common stock received was equal to the value of the BMSI assets contributed. Accordingly, no gain or loss was recorded on the transaction.

        On a pro forma basis, if our 2000 acquisitions and divestitures in this segment had occurred on January 1, 2000, sales for that year would have decreased about $85 million, while net income and diluted earnings per share would not have materially changed.

        In December 2001, we wrote down our 29% investment in IdentityNow by $54.3 million to its estimated fair value of $25.0 million and recorded $4.6 million of tax benefits associated with the write-down. The write-down was the result of analysis performed after we received notice in December 2001 that the consolidated group of which IdentityNow is a member was experiencing liquidity problems that could affect IdentityNow. In addition, the promotional products industry was hit hard in 2001 by the decline in the U.S. economy, as companies reduced their discretionary spending. Also in December 2001, IdentityNow provided us with revised revenue projections showing lower sales for the company than previously estimated. Based on this information, we concluded that a decline in the fair value of our investment in IdentityNow was more than temporary. We wrote down our investment using a discounted cash flow valuation method.

        In May 2002, we sold the stock of our wholly owned subsidiary that held our investment in IdentityNow. We recorded a $23.6 million pretax loss related to this sale. We also recorded $27.6 million of tax benefits associated with this sale and our previous write-down. In order to reflect our management of the disposal of this investment, the sale and prior write-down in December 2001 were recorded in the Corporate and Other segment.

        Boise acquired a contract furniture dealer in Orange County, California, in 2002 and a contract furniture dealer based in Illinois in 2001. These acquisitions increased Boise's presence as a full-service office furniture dealer but were not material to our financial position or results of operations.

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Boise Building Solutions

(a)

Represents 100% of the sales volume of Voyageur Panel, of which we own 47%.

(b)

Gross invoice price less trade discounts and freight costs.

Operating Results

2002 Compared With 2001

        Sales increased 3% in 2002. A decline in panel sales was more than offset by sales growth of 11% in our engineered wood products (laminated veneer lumber, wood I-joists, and laminated beams) and 6% in building materials distribution (due to an increase in physical sales volume). Plywood unit sales volume and selling prices decreased 2% and 1%, respectively, while particleboard unit sales volume and selling prices decreased 5% and 2%, respectively. These price declines resulted in part from excess market supply of plywood and decreased demand for particleboard in 2002 compared with 2001. Plywood sales volumes declined due to the closure of our Idaho facilities in 2001. Oriented strand board unit sales volumes and selling prices increased 7% and 3%, respectively. Average prices for our mix of lumber products, which is mostly ponderosa pine appearance and industrial grades, increased 4% in 2002, while sales volumes decreased 1%. Consistent with the decline in plywood, lumber sales volumes declined due to the closure of our Idaho facilities.

        During 2002, nearly one-fourth of the sales by our building materials distribution business were from products manufactured by Boise. Our distribution business sold 8% of the lumber we manufactured, 18% of our panels, and 52% of our engineered wood products.

        Segment income increased $62.0 million as reported, or $3.1 million before nonroutine items, from 2001 to 2002. The increase, before nonroutine items, resulted from increased distribution sales discussed above and favorable wood and manufacturing costs.

        In 2001, we began construction of a new facility near Elma, Washington, to manufacture integrated wood-polymer building materials. The plant should start up early in 2003. The initial

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product will be exterior siding marketed under the name HomePlate™ siding. This siding will be manufactured from recycled plastic and urban wood. We will market the product in the western United States and Canada and will distribute it primarily through our building materials distribution facilities. In 2002, segment income included $7.1 million of incremental business organization costs, including plant commissioning and start-up expenses, for our external siding plant.

        In fourth quarter 2001, our wholly owned subsidiary, Boise Cascade do Brasil Ltda., began operating a veneer and plywood mill in the city of Guaiba, Rio Grande do Sul, Brazil. The mill, which uses plantation eucalyptus, is able to produce 150 million square feet of ³/8" veneer a year. About 70% of the veneer is intended for production of LVL at our plant in Alexandria, Louisiana. We expect the remainder to be processed into plywood in Brazil. As we integrate increasing amounts of our veneer into our LVL operations in Alexandria, we expect to lower wood costs, create new product opportunities, and expand profitability.

        Voyageur Panel, a joint venture in Barwick, Ontario, Canada, has the capacity to produce 420 million square feet of OSB panels annually. We hold 47% of the equity. We have an agreement with Voyageur Panel under which we operate the plant and market its product. Our investment in this venture was $35.5 million and $36.1 million at December 31, 2002 and 2001. A Canadian forest products manufacturer and two insurance companies own the remaining equity interest.

        We account for the joint venture under the equity method. Accordingly, segment results do not include the joint venture's sales but do include $0.6 million and $1.5 million of equity in losses for 2002 and 2001 and $4.0 million of equity in earnings for 2000. The debt of this affiliate, which totaled $5.2 million and $15.6 million at December 31, 2002 and 2001, has been issued without recourse to us. The other shareholders have the right to require Voyageur Panel to buy their equity interests at fair market value. We have the right to buy any shares sold back to Voyageur Panel before they are sold to other investors.

2001 Compared With 2000

        Sales decreased 4% in 2001 because of the closure of our plywood and lumber operations in Emmett, Idaho, and our sawmill in Cascade, Idaho, and lower sales prices for all of our wood products. Average plywood prices declined 2%; oriented strand board (OSB), 28%; and lumber, 7%. Plywood and lumber sales volumes declined due to the closure of the Idaho facilities. Distribution sales were about flat, compared with 2000, as lower prices were offset by higher sales volume.

        Segment income in 2001 decreased, compared with 2000, due to the Idaho closures and lower wood products volumes and prices. Delivered-log costs declined 5%, which offset increased conversion and distribution costs.

Acquisitions

        In October 2002, we purchased the assets of a building materials distribution operation in Riverside, California, for $6.1 million. This acquisition marked our entrance into the southern California market area in this business but was not material to our financial position or results of operations.

        In June 2000, we acquired Alliance Forest Products-Joists, Inc. (AllJoist), for $14.6 million in cash. Formerly a subsidiary of Alliance Forest Products, Inc., AllJoist operates a wood I-joist manufacturing plant in St. Jacques, New Brunswick, Canada. This acquisition expanded our engineered wood products business and added I-joists with solid-sawn lumber flanges to our product line.

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        On a pro forma basis, if the AllJoist acquisition had occurred on January 1, 2000, Boise Building Solutions sales in 2000 would have increased $11 million, while net income and diluted earnings per share would not have materially changed.

Nonroutine Items

        In February 2001, we announced the permanent closure of our plywood and lumber operations in Emmett, Idaho, and our sawmill in Cascade, Idaho, due to the significant decline in federal timber offered for sale. We completed these closures in second quarter 2001, and 373 positions were eliminated. In first quarter 2001, we recorded a pretax charge of $54.0 million related to these closures. Sales for our Idaho operations for the years ended December 31, 2001 and 2000, were $66.0 million and $115.8 million. The operating loss for the year ended December 31, 2001, was $5.8 million, while operating income for the year ended December 31, 2000, was $2.2 million.

        In addition, in first quarter 2001, we wrote off our investment in assets in Chile with a pretax charge of $4.9 million. We recorded both of these charges in our Boise Building Solutions segment and in "Other (income) expense, net" in the Consolidated Statement of Loss for the year ended December 31, 2001.

        Restructuring reserve activity related to these 2001 charges is as follows: