8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 3, 2010

Date of Earliest Event Reported: August 3, 2010

1111 West Jefferson Street, Suite 200

Boise, Idaho 83702-5388

(Address of principal executive offices) (Zip code)

(208) 384-7000

(Registrants’ telephone number, including area code)

Commission File Number	Exact Name of Registrant as Specified in Its Charter	I.R.S. Employer Identification No.	State or Other Jurisdiction of Incorporation or Organization
001-33541 333-166926-04	Boise Inc. BZ Intermediate Holdings LLC	20-8356960 27-1197223	Delaware Delaware

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Form 8-K filing is a combined report being filed separately by two registrants: Boise Inc. and BZ Intermediate Holdings LLC. Unless the context indicates otherwise, any reference in this report to the “company,” “we,” “us,” “our,” or “Boise” refers to Boise Inc. together with BZ Intermediate Holdings LLC and its consolidated subsidiaries.

Item 2.02 Results of Operations and Financial Condition.

On August 3, 2010, we issued an earnings release announcing our second quarter financial results, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Additionally, Exhibit 99.2, a copy of which is furnished, includes statistical information relative to our quarterly performance. Management will review the company’s performance during a webcast and conference call to be held today, August 3, at 12:00 p.m. Eastern. To link to the webcast, go to our website at www.BoiseInc.com and click on the link to the webcast under Webcasts & Presentations on the Investors drop-down menu. To join the conference call, dial 866-841-1001. International callers should dial 832-445-1689.

We have reconciled the non-GAAP financial measures to our reported financial performance in the financial notes that accompany our earnings release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit Number	Description
Exhibit 99.1	Boise Inc. Earnings Release dated August 3, 2010
Exhibit 99.2	Boise Inc. Quarterly Statistical Information

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

BOISE INC. BZ INTERMEDIATE HOLDINGS LLC

By	/s/ Karen E. Gowland	By	/s/ Karen E. Gowland
	Karen E. Gowland		Karen E. Gowland
	Senior Vice President, General Counsel and Secretary		Senior Vice President, General Counsel and Secretary

Date: August 3, 2010

EX-99.1

Exhibit 99.1

Boise Inc. Investor Relations 1111 West Jefferson    PO Box 990050    Boise, ID 83799-0050 T 208 384 7456    F 208 395 7400

News Release For Immediate Release: August 3, 2010

Media Contact	Investor Relations Contact
Virginia Aulin – 208 384 7837	Jason Bowman – 208 384 7456

Boise Inc. Announces Financial Results for Second Quarter 2010

BOISE, Idaho – Boise Inc. (NYSE: BZ) today reported net income of $13.3 million or $0.16 per diluted share for second quarter 2010 compared with net income of $50.9 million or $0.60 per diluted share for second quarter 2009. Net income excluding special items was $11.4 million or $0.14 per diluted share in second quarter 2010 compared with $3.3 million or $0.04 per diluted share in second quarter 2009.

EBITDA excluding special items was $67.0 million for second quarter 2010 compared with $53.0 million for second quarter 2009.

FINANCIAL HIGHLIGHTS

(in millions, except per-share data)

	2Q 2010		2Q 2009		1Q 2010
Sales	$	521.6	$	479.4	$	494.1
Net income (loss)	$	13.3	$	50.9	$	(12.7	)
Net income (loss) per diluted share	$	0.16	$	0.60	$	(0.16	)
Net income excluding special items (a)	$	11.4	$	3.3	$	3.0
Net income excluding special items per diluted share (a)	$	0.14	$	0.04	$	0.04
EBITDA (b)	$	70.1	$	130.6	$	29.3
EBITDA excluding special items (b)	$	67.0	$	53.0	$	54.9
Net total debt at quarter end (c)	$	657.1	$	901.7	$	693.9

(a) For reconciliation of net income (loss) to net income excluding special items, see “Summary Notes to Consolidated Financial Statements and Segment Information.”

(b) For reconciliation of net income (loss) to EBITDA and EBITDA to EBITDA excluding special items, see “Summary Notes to Consolidated Financial Statements and Segment Information.”

(c) For reconciliation of total debt to net total debt, see “Summary Notes to Consolidated Financial Statements and Segment Information.”

“During the second quarter, we began to benefit from improving pricing trends in both packaging and paper markets and experienced growth in our packaging and packaging demand-driven paper businesses,” said Alexander Toeldte, President and Chief Executive Officer of Boise Inc. “Shipments in our

corrugated packaging business were up 17% over the prior year, and sales volumes of our premium office, label and release, and flexible packaging products grew 14% over the prior year period. During the second quarter, we completed planned annual outages at our International Falls and Wallula mills. Looking ahead to the third quarter, we have no planned annual maintenance outages and expect to continue to benefit from the recently implemented price increases.”

Sales

Total sales for second quarter 2010 were $521.6 million, up $42.2 million, or 9%, from $479.4 million for second quarter 2009 and up $27.5 million from first quarter 2010 sales of $494.1 million.

Paper segment sales increased $7.8 million during second quarter 2010 compared with second quarter 2009 due primarily to increased sales prices. Packaging segment sales increased $35.9 million during second quarter 2010 compared with second quarter 2009 driven by higher sales volumes for corrugated products and newsprint and higher sales prices for linerboard and newsprint. These increases were offset partially by lower sales prices of corrugated products compared with the prior year.

Prices and Volumes

Pricing for uncoated freesheet improved in second quarter 2010 compared with second quarter 2009 and first quarter 2010. Average net selling prices for uncoated freesheet papers increased $12 per ton, or 1%, to $970 per ton during second quarter 2010 compared with second quarter 2009 and increased $29 per ton from first quarter 2010. In first quarter 2010, we implemented a $40-per-ton price increase across most of our uncoated freesheet grades, including cut-size office papers, offset, and midweight opaque grades. In April 2010, we announced a $60-per-ton price increase effective in May across virtually all of our uncoated office papers and printing and converting grades, from which we expect to further benefit beginning in third quarter 2010. Overall, uncoated freesheet sales volumes were 312,000 tons during second quarter 2010, a decrease of 1% versus the prior year period, and flat from first quarter 2010. Combined sales volumes of premium office, label and release, and flexible packaging papers, which represented 32% of our total second quarter 2010 uncoated freesheet sales volumes, increased by 14% compared with second quarter 2009.

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Corrugated container and sheet sales volumes improved 17% during second quarter 2010 compared with second quarter 2009 and increased 4% from first quarter 2010. This increase was due primarily to increased sales of sheets from our sheet feeder plant in Texas as a result of improving industrial markets in the area. Corrugated container and sheet prices increased 6% sequentially from first quarter 2010 driven by higher selling prices for containerboard. Corrugated container and sheet prices decreased 5% in second quarter 2010 from second quarter 2009 driven primarily by an increased sales mix of corrugated sheets relative to corrugated containers.

Linerboard net selling prices to third parties increased $38 per ton, or 13%, to $340 per ton in second quarter 2010 compared with $302 per ton in second quarter 2009 and improved $44 per ton sequentially from first quarter 2010. In first quarter 2010, we implemented a $50-per-ton and $70-per-ton price increase on domestic linerboard sales in the eastern and western U.S., respectively. During second quarter, we implemented an additional $60-per-ton increase on domestic linerboard sales. In July, we announced an additional $60-per-ton increase on domestic linerboard sales effective on August orders. Linerboard sales volumes to third parties were 54,000 tons during second quarter 2010, flat from second quarter 2009. Third-party sales volumes decreased 13% sequentially from first quarter 2010 as improved sales volumes in our corrugated product and sheet operations during second quarter 2010 resulted in less linerboard available for sales to third parties.

Input Costs

Total fiber, energy, and chemical costs for second quarter 2010 were $215.1 million, an increase of $31.4 million, or 17%, compared with costs of $183.7 million for second quarter 2009. The increase was driven primarily by higher fiber costs and higher consumption of all inputs due to increased production volumes.

INPUT COST SUMMARY

(in millions)

	2Q 2010		2Q 2009		1Q 2010
Fiber	$	117.1	$	92.2	$	115.5
Energy		48.1		40.5		63.4
Chemicals		49.9		51.0		49.1
Total	$	215.1	$	183.7	$	228.0

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Total fiber costs during second quarter 2010 were $117.1 million, an increase of $24.9 million, or 27%, from $92.2 million incurred in second quarter 2009. This was due to higher purchased pulp prices and increased fiber consumption. Fiber costs in second quarter 2010 increased $1.6 million, or 1%, compared with $115.5 million in first quarter 2010.

Energy costs in second quarter 2010 were $48.1 million, an increase of $7.6 million, or 19%, compared with $40.5 million in second quarter 2009. This was driven by increased consumption of energy due to higher production volumes, offset partially in the Paper segment by lower electrical prices and more favorable energy mix. Energy costs in second quarter 2010 decreased $15.3 million, or 24%, from $63.4 million in first quarter 2010 due to seasonal decreases in consumption and lower natural gas prices.

Chemical costs in second quarter 2010 were $49.9 million, a decrease of $1.1 million, or 2%, compared with $51.0 million in second quarter 2009 as lower prices were offset partially by higher consumption of commodity chemicals. Chemical costs were up $0.8 million, or 2%, compared with $49.1 million in first quarter 2010 due to higher prices.

Webcast and Conference Call

Boise Inc. will host a webcast and conference call on Tuesday, August 3, 2010, at 12:00 p.m. ET, at which time we will review the company’s recent performance. To participate in the conference call, dial 866-841-1001 (international callers should dial 832-445-1689). The webcast may be accessed through Boise’s Internet site and will be archived for one year following the call. Go to www.BoiseInc.com and click on the link to the webcast under Webcasts & Presentations on the Investors drop-down menu.

A replay of the conference call will be available in Webcasts & Presentations from August 3 at 3:00 p.m. ET through August 31 at 11:45 p.m. ET. Playback numbers are 800-642-1687 for U.S. callers and 706-645-9291 for international callers. The passcode is 88822731.

About Boise Inc.

Headquartered in Boise, Idaho, Boise Inc. (NYSE: BZ) manufactures packaging products and papers including corrugated containers, containerboard, label and release and flexible packaging papers, imaging papers for the office and home, printing and converting papers, newsprint, and market pulp. Our employees are committed to delivering excellent value while managing our businesses to sustain environmental resources for future generations. Visit our website at www.BoiseInc.com.

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Forward-Looking Statements

This news release contains statements that are “forward looking” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements. Forward-looking statements involve risks and uncertainties, including but not limited to economic, competitive, and technological factors outside our control that may cause our business, strategy, or actual results to differ materially from the forward-looking statements. Statements regarding announced price increases on our products and the benefits we expect to derive from such increases are considered forward looking; accordingly, there can be no assurance that we will be able to implement or realize all or any part of such price increases. For further information about the risks and uncertainties associated with our business, please refer to our filings with the Securities and Exchange Commission. The company does not intend, and undertakes no obligation, to update any forward-looking statements.

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Boise Inc.

Consolidated Statements of Income (Loss)

(unaudited, dollars and shares in thousands, except per-share data)

	Three Months Ended
	June 30						March 31,
	2010			2009			2010
Sales
Trade	$	511,012		$	469,877		$	485,851
Related parties		10,549			9,490			8,254
		521,561			479,367			494,105
Costs and expenses
Materials, labor, and other operating expenses		419,594			386,013			408,485
Fiber costs from related parties		5,168			8,933			9,831
Depreciation, amortization, and depletion		32,267			32,892			32,131
Selling and distribution expenses		14,254			14,024			13,734
General and administrative expenses		12,569			12,691			11,459
St. Helens mill restructuring		(434	)		1,133			128
Alternative fuel mixture credits, net		—			(75,337	)		—
Other (income) expense, net		(11	)		2,434			(303	)
		483,407			382,783			475,465
Income from operations		38,154			96,584			18,640
Foreign exchange gain (loss)		(323	)		1,157			687
Change in fair value of interest rate derivatives		(13	)		627			(29	)
Loss on extinguishment of debt		(28	)		—			(22,197	)
Interest expense		(16,165	)		(21,389	)		(16,445	)
Interest income		61			91			37
		(16,468	)		(19,514	)		(37,947	)
Income (loss) before income taxes		21,686			77,070			(19,307	)
Income tax (provision) benefit		(8,376	)		(26,187	)		6,622
Net income (loss)	$	13,310		$	50,883		$	(12,685	)
Weighted average common shares outstanding:
Basic		80,624			78,142			79,800
Diluted		84,093			84,254			79,800
Net income (loss) per common share:
Basic	$	0.17		$	0.65		$	(0.16	)
Diluted	$	0.16		$	0.60		$	(0.16	)

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Segment Information

(unaudited, dollars in thousands)

	Three Months Ended
	June 30						March 31,
	2010			2009			2010
Segment sales
Paper	$	364,199		$	356,401		$	353,489
Packaging		166,143			130,237			148,154
Intersegment eliminations and other		(8,781	)		(7,271	)		(7,538	)
	$	521,561		$	479,367		$	494,105
Segment income (loss)
Paper (1)	$	25,708		$	84,505		$	29,943
Packaging (1)		17,105			20,330			(5,770	)
Corporate and Other (1)		(4,982	)		(7,094	)		(4,846	)
		37,831			97,741			19,327
Change in fair value of interest rate derivatives		(13	)		627			(29	)
Loss on extinguishment of debt		(28	)		—			(22,197	)
Interest expense		(16,165	)		(21,389	)		(16,445	)
Interest income		61			91			37
Income (loss) before income taxes	$	21,686		$	77,070		$	(19,307	)
EBITDA (2)
Paper (1)	$	47,406		$	105,604		$	51,412
Packaging (1)		26,684			31,108			3,926
Corporate and Other (1) (3)		(4,020	)		(6,079	)		(26,077	)
	$	70,070		$	130,633		$	29,261

(1) The three months ended June 30, 2009, included $57.0 million of income recorded in the Paper segment, $19.9 million of income recorded in the Packaging segment, and $1.6 million of expenses recorded in the Corporate and Other segment relating to alternative fuel mixture credits. These amounts are net of fees and expenses and before taxes.

(2) See Summary Notes to Consolidated Financial Statements and Segment Information for a reconciliation of our EBITDA to net income (loss).

(3) The three months ended March 31, 2010, included $22.2 million of loss on extinguishment of debt.

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Boise Inc.

Consolidated Statements of Income

(unaudited, dollars and shares in thousands, except per-share data)

	Six Months Ended June  30
	2010			2009
Sales
Trade	$	996,863		$	954,745
Related parties		18,803			24,907
		1,015,666			979,652
Costs and expenses
Materials, labor, and other operating expenses		828,079			799,152
Fiber costs from related parties		14,999			14,636
Depreciation, amortization, and depletion		64,398			64,864
Selling and distribution expenses		27,988			27,806
General and administrative expenses		24,028			23,064
St. Helens mill restructuring		(306	)		4,781
Alternative fuel mixture credits, net		—			(75,337	)
Other (income) expense, net		(314	)		2,673
		958,872			861,639
Income from operations		56,794			118,013
Foreign exchange gain (loss)		364			479
Change in fair value of interest rate derivatives		(42	)		495
Loss on extinguishment of debt		(22,225	)		—
Interest expense		(32,610	)		(43,543	)
Interest income		98			145
		(54,415	)		(42,424	)
Income before income taxes		2,379			75,589
Income tax (provision) benefit		(1,754	)		(25,622	)
Net income	$	625		$	49,967
Weighted average common shares outstanding:
Basic		80,214			77,818
Diluted		84,143			81,906
Net income per common share:
Basic	$	0.01		$	0.64
Diluted	$	0.01		$	0.61

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Segment Information

(unaudited, dollars in thousands)

	Six Months Ended June  30
	2010			2009
Segment sales
Paper	$	717,688		$	708,396
Packaging		314,297			287,369
Intersegment eliminations and other		(16,319	)		(16,113	)
	$	1,015,666		$	979,652
Segment income
Paper (1)	$	55,651		$	109,281
Packaging (1)		11,335			21,455
Corporate and Other (1) (2)		(9,828	)		(12,244	)
		57,158			118,492
Change in fair value of interest rate derivatives		(42	)		495
Loss on extinguishment of debt		(22,225	)		—
Interest expense		(32,610	)		(43,543	)
Interest income		98			145
Income (loss) before income taxes	$	2,379		$	75,589
EBITDA (2)
Paper (1)	$	98,818		$	151,726
Packaging (1)		30,610			41,889
Corporate and Other (1) (3)		(30,097	)		(10,259	)
	$	99,331		$	183,356

(1) The six months ended June 30, 2009, included $57.0 million of income recorded in the Paper segment, $19.9 million of income recorded in the Packaging segment, and $1.6 million of expenses recorded in the Corporate and Other segment relating to alternative fuel mixture credits. These amounts are net of fees and expenses and before taxes.

(2) See Summary Notes to Consolidated Financial Statements and Segment Information for a reconciliation of our EBITDA to net income.

(3) The six months ended June 30, 2010, included $22.2 million of loss on extinguishment of debt.

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Boise Inc.

Consolidated Balance Sheets

(unaudited, dollars in thousands)

	June 30, 2010		December 31, 2009
ASSETS
Current
Cash and cash equivalents	$	128,062	$	69,393
Short-term investments		10,606		10,023
Receivables
Trade, less allowances of $616 and $839		205,268		185,110
Related parties		2,236		2,056
Other (1)		4,274		62,410
Inventories		255,335		252,173
Deferred income taxes		12,151		—
Prepaid and other		10,829		4,819
		628,761		585,984
Property
Property and equipment, net		1,186,072		1,205,679
Fiber farms and deposits		17,825		17,094
		1,203,897		1,222,773
Deferred financing costs		32,980		47,369
Intangible assets, net		30,981		32,358
Other assets		7,546		7,306
Total assets	$	1,904,165	$	1,895,790

(1) December 31, 2009, included a $56.6 million receivable for alternative fuel mixture credits. This amount was collected during first quarter 2010.

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Boise Inc.

Consolidated Balance Sheets (continued)

(unaudited, dollars and shares in thousands, except per-share data)

	June 30, 2010			December 31, 2009
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current
Short-term borrowings	$	3,536		$	—
Current portion of long-term debt		29,163			30,711
Income taxes payable		63			240
Accounts payable
Trade		193,238			172,518
Related parties		931			2,598
Accrued liabilities
Compensation and benefits		53,690			67,948
Interest payable		11,319			4,946
Other		17,019			23,735
		308,959			302,696
Debt
Long-term debt, less current portion		763,081			785,216
Other
Deferred income taxes		53,065			32,253
Compensation and benefits		122,446			123,889
Other long-term liabilities		33,729			30,801
		209,240			186,943
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock, $.0001 par value per share:		—			—
1,000 shares authorized; none issued
Common stock, $.0001 par value per share:		8			8
250,000 shares authorized;
84,760 shares and 84,419 shares issued and outstanding
Additional paid-in capital		579,211			578,669
Accumulated other comprehensive income (loss)		(70,770	)		(71,553	)
Retained earnings		114,436			113,811
Total stockholders’ equity		622,885			620,935
Total liabilities and stockholders’ equity	$	1,904,165		$	1,895,790

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Boise Inc.

Consolidated Statements of Cash Flows

(unaudited, dollars in thousands)

	Six Months Ended June 30
	2010			2009
Cash provided by (used for) operations
Net income	$	625		$	49,967
Items in net income not using (providing) cash
Depreciation, depletion, and amortization of deferred financing costs and other		68,864			71,178
Share-based compensation expense		1,834			1,744
Notes payable interest expense		—			5,349
Pension and other postretirement benefit expense		4,705			4,877
Deferred income taxes		912			16,593
Change in fair value of energy derivatives		617			(1,277	)
Change in fair value of interest rate derivatives		42			(495	)
(Gain) loss on sales of assets, net		45			10
Other		(364	)		(385	)
Loss on extinguishment of debt		22,225			—
Decrease (increase) in working capital, net of acquisitions
Receivables		37,899			12,982
Inventories		(5,347	)		68,237
Prepaid expenses		1,503			(2,650	)
Accounts payable and accrued liabilities		6,352			(7,121	)
Current and deferred income taxes		344			8,420
Pension and other postretirement benefit payments		(5,864	)		(7,031	)
Other		(101	)		331
Cash provided by (used for) operations		134,291			220,729
Cash provided by (used for) investment
Acquisitions of businesses and facilities		—			(543	)
Expenditures for property and equipment		(37,481	)		(35,854	)
Purchases of short-term investments		(11,825	)		(10,000	)
Maturities of short-term investments		11,247			—
Sales of assets		575			317
Other		230			571
Cash provided by (used for) investment		(37,254	)		(45,509	)
Cash provided by (used for) financing
Issuances of long-term debt		300,000			10,000
Payments of long-term debt		(323,683	)		(92,631	)
Payments of short-term borrowings		(1,752	)		—
Payments of deferred financing fees		(11,613	)		—
Other		(1,320	)		—
Cash provided by (used for) financing		(38,368	)		(82,631	)
Increase in cash and cash equivalents		58,669			92,589
Balance at beginning of the period		69,393			22,518
Balance at end of the period	$	128,062		$	115,107

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Summary Notes to Consolidated Financial Statements and Segment Information

The Consolidated Statements of Income (Loss), Consolidated Balance Sheets, Consolidated Statements of Cash Flows, and Segment Information do not include all Notes to Consolidated Financial Statements and should be read in conjunction with the Company’s 2009 Annual Report on Form 10-K and the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010, as well as other reports the Company files with the SEC. Net income (loss) for all periods presented involved estimates and accruals.

Boise Inc. operates its business in three reportable segments: Paper, Packaging, and Corporate and Other (support services). Boise Inc. manufactures and sells a range of papers, including communication-based papers, packaging-demand-driven papers, and market pulp. Boise Inc. also manufactures and sells corrugated containers and sheets as well as linerboard and newsprint.

This release contains several financial measures that are not measures under U.S. generally accepted accounting principles (GAAP). These measures include EBITDA, EBITDA excluding special items, net income excluding special items, net total debt, and other similar measures. Management uses these measures to evaluate ongoing operations and believes they are useful to investors because they enable them to perform meaningful comparisons of past and present operating results. The following charts reconcile these non-GAAP measures with the most directly comparable GAAP measures.

EBITDA represents income (loss) before interest (change in fair value of interest rate derivatives, interest expense, and interest income), income taxes, and depreciation, amortization, and depletion. The following table reconciles net income (loss) to EBITDA for the three months ended June 30, 2010 and 2009, and the three months ended March 31, 2010 (unaudited, dollars in thousands):

	Three Months Ended
	June 30						March 31,
	2010			2009			2010
Net income (loss)	$	13,310		$	50,883		$	(12,685	)
Change in fair value of interest rate derivatives		13			(627	)		29
Interest expense		16,165			21,389			16,445
Interest income		(61	)		(91	)		(37	)
Income tax provision (benefit)		8,376			26,187			(6,622	)
Depreciation, amortization, and depletion		32,267			32,892			32,131
EBITDA	$	70,070		$	130,633		$	29,261

The following table reconciles net income to EBITDA for the six months ended June 30, 2010 and 2009 (unaudited, dollars in thousands):

	Six Months Ended
	June 30
	2010			2009
Net income	$	625		$	49,967
Change in fair value of interest rate derivatives		42			(495	)
Interest expense		32,610			43,543
Interest income		(98	)		(145	)
Income tax provision (benefit)		1,754			25,622
Depreciation, amortization, and depletion		64,398			64,864
EBITDA	$	99,331		$	183,356

-13-

The following table reconciles segment income (loss) and EBITDA to EBITDA excluding special items for the three months ended June 30, 2010 and 2009, and the three months ended March 31, 2010 (unaudited, dollars in thousands):

	Three Months Ended
	June 30						March  31, 2010
	2010			2009
Paper
Segment income	$	25,708		$	84,505		$	29,943
Depreciation, amortization, and depletion		21,698			21,099			21,469
EBITDA	$	47,406		$	105,604		$	51,412
St. Helens mill restructuring		(434	)		1,133			128
Change in fair value of energy hedges		(2,312	)		(2,797	)		2,832
Alternative fuel mixture credits, net		—			(56,967	)		—
EBITDA excluding special items	$	44,660		$	46,973		$	54,372
Packaging
Segment income (loss)	$	17,105		$	20,330		$	(5,770	)
Depreciation, amortization, and depletion		9,579			10,778			9,696
EBITDA	$	26,684		$	31,108		$	3,926
Change in fair value of energy hedges		(401	)		(671	)		498
Alternative fuel mixture credits, net		—			(19,947	)		—
EBITDA excluding special items	$	26,283		$	10,490		$	4,424
Corporate and Other
Segment loss	$	(4,982	)	$	(7,094	)	$	(4,846	)
Depreciation, amortization, and depletion		990			1,015			966
Loss on extinguishment of debt		(28	)		—			(22,197	)
EBITDA	$	(4,020	)	$	(6,079	)	$	(26,077	)
Alternative fuel mixture credits, net		—			1,577			—
Loss on extinguishment of debt		28			—			22,197
EBITDA excluding special items	$	(3,992	)	$	(4,502	)	$	(3,880	)
EBITDA	$	70,070		$	130,633		$	29,261
EBITDA excluding special items	$	66,951		$	52,961		$	54,916

-14-

The following table reconciles segment income (loss) and EBITDA to EBITDA excluding special items for the six months ended June 30, 2010 and 2009 (unaudited, dollars in thousands):

	Six Months Ended June 30
	2010			2009
Paper
Segment income	$	55,651		$	109,281
Depreciation, amortization, and depletion		43,167			42,445
EBITDA	$	98,818		$	151,726
St. Helens mill restructuring		(306	)		4,781
Change in fair value of energy hedges		521			(994	)
Alternative fuel mixture credits, net		—			(56,967	)
EBITDA excluding special items	$	99,033		$	98,546
Packaging
Segment income	$	11,335		$	21,455
Depreciation, amortization, and depletion		19,275			20,434
EBITDA	$	30,610		$	41,889
Change in fair value of energy hedges		96			(283	)
Alternative fuel mixture credits, net		—			(19,947	)
EBITDA excluding special items	$	30,706		$	21,659
Corporate and Other
Segment loss	$	(9,828	)	$	(12,244	)
Depreciation, amortization, and depletion		1,956			1,985
Loss on extinguishment of debt		(22,225	)		—
EBITDA	$	(30,097	)	$	(10,259	)
Alternative fuel mixture credits, net		—			1,577
Loss on extinguishment of debt		22,225			—
EBITDA excluding special items	$	(7,872	)	$	(8,682	)
EBITDA	$	99,331		$	183,356
EBITDA excluding special items	$	121,867		$	111,523

-15-

The following tables reconcile net income (loss) to net income excluding special items and presents net income excluding special items per diluted share for the three months ended June 30, 2010 and 2009, the three months ended March 31, 2010, and the six months ended June 30, 2010 and 2009 (unaudited, dollars and shares in thousands):

	Three Months Ended
	June 30						March  31, 2010
	2010			2009
Net income (loss)	$	13,310		$	50,883		$	(12,685	)
St. Helens mill restructuring		(434	)		1,133			128
Change in fair value of energy hedges		(2,713	)		(3,468	)		3,330
Alternative fuel mixture credits, net		—			(75,337	)		—
Loss on extinguishment of debt		28			—			22,197
Tax impact of special items (a)		1,207			30,059			(9,928	)
Net income excluding special items	$	11,398		$	3,270		$	3,042
Weighted average common shares outstanding: diluted		84,093			84,254			84,195
Net income excluding special items per diluted share	$	0.14		$	0.04		$	0.04

	Six Months Ended
	June 30
	2010			2009
Net income	$	625		$	49,967
St. Helens mill restructuring		(306	)		4,781
Change in fair value of energy hedges		617			(1,277	)
Alternative fuel mixture credits, net		—			(75,337	)
Loss on extinguishment of debt		22,225			—
Tax impact of special items (a)		(8,721	)		27,799
Net income excluding special items	$	14,440		$	5,933
Weighted average common shares outstanding: diluted		84,143			81,906
Net income excluding special items per diluted share	$	0.17		$	0.07

(a) Special items are tax effected in the aggregate at an assumed combined federal and state statutory rate of 38.7%.

The following table reconciles total debt to net total debt as of June 30, 2010 and 2009, and March 31, 2010 (unaudited, dollars in thousands):

	June 30,			June 30,			March 31,
	2010			2009			2010
Short-term borrowings	$	3,536		$	—		$	—
Current portion of long-term debt		29,163			14,890			16,663
Long-term debt, less current portion		763,081			939,929			775,581
Notes payable		—			71,955			—
Total debt		795,780			1,026,774			792,244
Less cash and cash equivalents and short-term investments		(138,668	)		(125,108	)		(98,300	)
Net total debt	$	657,112		$	901,666		$	693,944

-16-

EX-99.2

Exhibit 99.2

Boise Inc.

Quarterly Statistical Information

	2010
	Boise Inc.
	Q1			Q2		Q3	Q4	YTD
Paper
Commodity UFS Volume (short tons)		203,003			196,570				399,573
Premium and Specialty UFS Volume (short tons)		108,815			115,316				224,131
Market Pulp Volume (short tons)		18,558			13,382				31,940
Medium Volume (short tons)		31,823			31,390				63,213
Commodity UFS Mill Net Sales Price ($/short ton)	$	899		$	934			$	916
Premium and Specialty UFS Mill Net Sales Price ($/short ton)	$	1,020		$	1,030			$	1,025
Market Pulp Mill Net Sales Price ($/short ton)	$	496		$	605			$	542
Medium Mill Net Sales Price ($/short ton)	$	408		$	460			$	434
Depreciation & Amortization (000)	$	21,469		$	21,698			$	43,167
Capital Spending (000)	$	9,917		$	15,397			$	25,314
Packaging
Linerboard Sales Volume (short tons)		138,561			157,236				295,797
Segment Linerboard Sales Volume (short tons)		61,878			53,950				115,828
Corrugated Containers and Sheets Sales Volume (mmsf)		1,616			1,686				3,302
Newsprint Sales Volume (short tons)		53,572			59,071				112,643
Linerboard Mill Net Sales Price ($/short ton)	$	364		$	427			$	397
Segment Linerboard Mill Net Sales Price ($/short ton)	$	296		$	340			$	317
Corrugated Containers and Sheets Net Sales Price ($/msf)	$	53		$	56			$	55
Newsprint Mill Net Sales Price ($/short ton)	$	442		$	474			$	459
Depreciation & Amortization (000)	$	9,696		$	9,579			$	19,275
Capital Spending (000)	$	3,372		$	5,923			$	9,295
Total Company
EBITDA (000) (a)	$	29,261		$	70,070			$	99,331
EBITDA Excluding Special Items (000) (a)	$	54,916		$	66,951			$	121,867
Net Income (Loss) Per Share: Basic	$	(0.16	)	$	0.17			$	0.01
Net Income (Loss) Per Share: Diluted	$	(0.16	)	$	0.16			$	0.01

(a) Reconciliation of net income (loss) (a GAAP measure) to EBITDA and EBITDA to EBITDA excluding special items are provided as an appendix.

Boise Inc.

Quarterly Statistical Information

	2009
	Boise Inc.
	Q1			Q2		Q3		Q4		YTD
Paper
Commodity UFS Volume (short tons)		205,770			209,022		220,115		208,713		843,620
Premium and Specialty UFS Volume (short tons)		97,399			105,570		104,761		99,866		407,596
Market Pulp Volume (short tons)		6,386			11,461		18,851		21,513		58,211
Medium Volume (short tons)		30,120			30,440		34,558		31,382		126,500
Commodity UFS Mill Net Sales Price ($/short ton)	$	949		$	924	$	908	$	904	$	921
Premium and Specialty UFS Mill Net Sales Price ($/short ton)	$	1,050		$	1,026	$	1,010	$	1,000	$	1,021
Market Pulp Mill Net Sales Price ($/short ton)	$	383		$	357	$	412	$	495	$	429
Medium Mill Net Sales Price ($/short ton)	$	469		$	429	$	403	$	376	$	418
Depreciation & Amortization (000)	$	21,346		$	21,099	$	21,171	$	21,524	$	85,140
Capital Spending (000)	$	9,091		$	11,259	$	14,557	$	16,143	$	51,050
Packaging
Linerboard Sales Volume (short tons)		109,701			134,037		148,727		149,658		542,123
Segment Linerboard Sales Volume (short tons)		38,202			54,212		76,511		83,756		252,681
Corrugated Containers and Sheets Sales Volume (mmsf)		1,418			1,444		1,553		1,548		5,963
Newsprint Sales Volume (short tons)		60,120			28,190		52,463		58,085		198,858
Linerboard Mill Net Sales Price ($/short ton)	$	427		$	383	$	340	$	333	$	366
Segment Linerboard Mill Net Sales Price ($/short ton)	$	352		$	302	$	284	$	293	$	301
Corrugated Containers and Sheets Net Sales Price ($/msf)	$	60		$	59	$	58	$	54	$	58
Newsprint Mill Net Sales Price ($/short ton)	$	588		$	434	$	378	$	411	$	459
Depreciation & Amortization (000)	$	9,656		$	10,778	$	10,676	$	11,122	$	42,232
Capital Spending (000)	$	7,403		$	6,465	$	2,597	$	6,622	$	23,087
Total Company
EBITDA (000) (a)	$	52,723		$	130,633	$	127,989	$	84,335	$	395,680
EBITDA Excluding Special Items (000) (a)	$	58,562		$	52,961	$	66,195	$	54,385	$	232,103
Net Income (Loss) Per Share: Basic	$	(0.01	)	$	0.65	$	0.61	$	0.70	$	1.96
Net Income (Loss) Per Share: Diluted	$	(0.01	)	$	0.60	$	0.57	$	0.66	$	1.85

(a) Reconciliation of net income (loss) (a GAAP measure) to EBITDA and EBITDA to EBITDA excluding special items are provided as an appendix.

Prior years’ information is available on our website at www.BoiseInc.com.

Appendix

Other Financial Measures

(dollars in thousands)

EBITDA represents income (loss) before interest (change in fair value of interest rate derivatives, interest expense and interest income), income taxes, and depreciation, amortization, and depletion. The following table reconciles net income (loss) to EBITDA by quarter and year to date for 2010:

	2010
	Boise Inc.
	Q1			Q2			Q3	Q4	YTD
Net income (loss)	$	(12,685)		$	13,310				$	625
Change in fair value of interest rate derivatives		29			13					42
Interest expense		16,445			16,165					32,610
Interest income		(37	)		(61	)				(98	)
Income tax provision (benefit)		(6,622	)		8,376					1,754
Depreciation, amortization, and depletion		32,131			32,267					64,398
EBITDA	$	29,261		$	70,070				$	99,331
The following table reconciles EBITDA to EBITDA excluding special items by quarter and year to date for 2010:

	2010
	Boise Inc.
	Q1		Q2			Q3	Q4	YTD
EBITDA	$	29,261	$	70,070				$	99,331
St. Helens mill restructuring		128		(434	)				(306	)
Change in fair value of energy hedges		3,330		(2,713	)				617
Loss on extinguishment of debt		22,197		28					22,225
EBITDA excluding special items	$	54,916	$	66,951				$	121,867

EBITDA represents income (loss) before interest (change in fair value of interest rate derivatives, interest expense and interest income), income taxes, depreciation, amortization, and depletion. The following table reconciles net income (loss) to EBITDA by quarter and for the year ended December 31, 2009:

	2009
	Boise Inc.
	Q1			Q2			Q3			Q4			YTD
Net income (loss)	$	(916	)	$	50,883		$	48,155		$	55,720		$	153,842
Change in fair value of interest rate derivatives		132			(627	)		(125	)		52			(568	)
Interest expense		22,154			21,389			21,436			18,284			83,263
Interest income		(54	)		(91	)		(130	)		(92	)		(367	)
Income tax provision (benefit)		(565	)		26,187			25,737			(23,349	)		28,010
Depreciation, amortization, and depletion		31,972			32,892			32,916			33,720			131,500
EBITDA	$	52,723		$	130,633		$	127,989		$	84,335		$	395,680
The following table reconciles EBITDA to EBITDA excluding special items by quarter and for the year ended December 31, 2009:

	2009
	Boise Inc.
	Q1		Q2			Q3			Q4			YTD
EBITDA	$	52,723	$	130,633		$	127,989		$	84,335		$	395,680
St. Helens mill restructuring		3,648		1,133			1,402			(378	)		5,805
Change in fair value of energy hedges		2,191		(3,468	)		(3,624	)		(976	)		(5,877	)
Alternative fuel mixture credits		—		(75,337	)		(59,572	)		(72,698	)		(207,607	)
Loss on extinguishment of debt		—		—			—			44,102			44,102
EBITDA excluding special items	$	58,562	$	52,961		$	66,195		$	54,385		$	232,103

The following tables reconcile total debt to net total debt by quarter for 2010 and 2009:

	2010
	Q1			Q2			Q3			Q4
Short-term borrowings	$	—		$	3,536
Current portion of long-term debt		16,663			29,163
Long-term debt, less current portion		775,581			763,081
Total debt		792,244			795,780
Less cash and cash equivalents and short-term investments		(98,300	)		(138,668	)
Net total debt	$	693,944		$	657,112
	2009
	Q1			Q2			Q3			Q4
Current portion of long-term debt	$	7,479		$	14,890		$	22,235		$	30,711
Long-term debt, less current portion		967,340			939,929			932,517			785,216
Notes payable		69,229			71,955			74,788			—
Total debt		1,044,048			1,026,774			1,029,540			815,927
Less cash and cash equivalents and short-term investments		(27,510	)		(125,108	)		(247,614	)		(79,416	)
Net total debt	$	1,016,538		$	901,666		$	781,926		$	736,511