##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 2, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 1-32383
 BLUELINX HOLDINGS INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    77-0627356(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)4300 Wildwood Parkway, Atlanta, Georgia
    
    30339(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
770-953-7000
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon stock, par value $0.01 per share
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None
 Yes o No þ
 Yes o No þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ(Do not check if a smaller reporting
company)
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



BLUELINX HOLDINGS INC.
 ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended January 2, 2010
 TABLE OF CONTENTS
 PART IITEM 1. Business
    
    
    4ITEM 1A. Risk Factors
    
    
    9ITEM 1B. Unresolved Staff Comments
    
    
    15ITEM 2. Properties16ITEM 3. Legal ProceedingsITEM
4. Reserved
    
    
    16PART IIITEM 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
    
    
    16ITEM 6. Selected Financial Data
    
    
    19ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    34ITEM 8. Financial Statements and Supplementary Data
    
    
    35ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    78ITEM 9A. Controls and Procedures
    
    
    78ITEM 9B. Other Information
    
    
    78PART IIIITEM 10. Directors, Executive Officers and Corporate Governance
    
    
    78ITEM 11. Executive Compensation
    
    
    79ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
    
    
    79ITEM 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    79ITEM 14. Principal Accounting Fees and Services
    
    
    79PART IVITEM 15. Exhibits, Financial Statement Schedules
    
    
    79Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
     3




---



##### Table of Contents



PART I
 As used herein, unless the context otherwise requires, BlueLinx, the Company, we, us
and our refer to BlueLinx Holdings Inc. and its subsidiaries. BlueLinx Corporation is the
wholly-owned operating subsidiary of BlueLinx Holdings Inc. and is referred to herein as the
operating company when necessary. Reference to fiscal 2009 refers to the 52-week period ended
January 2, 2010. Reference to fiscal 2008 refers to the 53-week period ended January 3, 2009.
Reference to fiscal 2007 refers to the 52-week period ended December 29, 2007.
 
 ITEM 1. BUSINESS.
 Company Overview
     History
   4




---



##### Table of Contents



Products and Services
   
    
    providing less-than-truckload delivery services;
 
    
    pre-negotiated program pricing plans;
 
    
    inventory stocking;
 
    
    automated order processing through an electronic data interchange, or EDI, that
provides a direct link between us and our customers;
 
    
    inter-modal distribution services, including railcar unloading and cargo reloading onto
customers trucks; and
 
    
    back-haul services, when otherwise empty trucks are returning from customer deliveries.
 Distribution Channels
  Warehouse Sales
  Reload Sales
   5




---



##### Table of Contents



Direct Sales
  Customers
  
    
    building materials dealers;
 
    
    industrial users of building products;
 
    
    manufactured housing builders; and
 
    
    home improvement centers.
 Sales and Marketing
   Suppliers
     6




---



##### Table of Contents



Competition
   Seasonality
  Trademarks
  Employees
   7




---



##### Table of Contents



Executive Officers
  Name
    
    Age
    
    PositionGeorge R. Judd
    
    48
    
    President and Chief Executive OfficerH. Douglas Goforth
    
    46
    
    Chief Financial Officer and TreasurerDean A. Adelman
    
    44
    
    Chief Administrative Officer
 George R. Judd
 H. Douglas Goforth
 Dean A. Adelman
 Environmental and Other Governmental Regulations
 Environmental Regulation and Compliance
   8




---



##### Table of Contents



ITEM 1A. RISK FACTORS.
  Our industry is highly cyclical, and prolonged periods of weak demand or excess supply may reduce
our net sales and/or margins, which may reduce our net income or cause us to incur losses.
  Further downward changes in demand for housing could negatively impact our business.
   9




---



##### Table of Contents



Further disruptions in the capital and credit markets may impact the availability of credit and
general business conditions.
   Our cash flows and capital resources may be insufficient to make required payments on our
substantial indebtedness and future indebtedness.
   
    
    make it difficult for us to satisfy our debt obligations;
 
    
    make us more vulnerable to general adverse economic and industry conditions;
 
    
    limit our ability to obtain additional financing for working capital, capital
expenditures, acquisitions and other general corporate requirements;
 
    
    expose us to interest rate fluctuations because the interest rate on the debt under our
revolving credit facility is variable;
 
    
    require us to dedicate a substantial portion of our cash flow from operations to
payments on our debt, thereby reducing the availability of our cash flow for operations and
other purposes;
 
    
    limit our flexibility in planning for, or reacting to, changes in our business and the
industry in which we operate; and
 
    
    place us at a competitive disadvantage compared to competitors that may have
proportionately less debt.
  
    
    economic and demand factors affecting the building products distribution industry;
 
    
    pricing pressures;
 
    
    increased operating costs;
 
    
    competitive conditions; and
 
    
    other operating difficulties.
  10




---



##### Table of Contents



The instruments governing our indebtedness contain various covenants limiting the discretion of
our management in operating our business.
  
    
    incur additional debt;
    
    grant liens on assets;
    
    make investments, including capital expenditures;
    
    sell or acquire assets outside the ordinary course of business;
    
    engage in transactions with affiliates; and
    
    make fundamental business changes.
  We depend upon a single supplier, Georgia-Pacific for a significant percentage of our
products.
   11




---



##### Table of Contents



Our industry is highly fragmented and competitive. If we are unable to compete effectively, our
net sales and operating results will be reduced.
  Integrating acquisitions may be time-consuming and create costs that could reduce our operating
results and cash flows.
  
    
    the loss of key customers of the acquired company;
 
    
    the incurrence of unexpected expenses and working capital requirements;
 
    
    a failure of our due diligence process to identify significant issues or contingencies;
 
    
    difficulties assimilating the operations and personnel of the acquired company;
 
    
    difficulties effectively integrating the acquired technologies with our current
technologies;
 
    
    our inability to retain key personnel of acquired entities;
 
    
    failure to maintain the quality of customer service;
 
    
    our inability to achieve the financial and strategic goals for the acquired and
combined businesses; and
 
    
    difficulty in maintaining internal controls, procedures and policies.
    12




---



##### Table of Contents



A significant percentage of our employees are unionized. Wage increases or work stoppages by our
unionized employees may reduce our results of operations.
  Increases in the cost of employee benefits, such as pension and other postretirement benefits,
could impact our financial results and cash flow.
   The payment of dividends has been suspended, and resumption is dependant on business conditions,
among other factors; the instruments governing our indebtedness contain various covenants that may
limit our ability to pay dividends.
  Federal and state transportation regulations could impose substantial costs on us which would
reduce our net income.
   13




---



##### Table of Contents



Environmental laws impose risks and costs on us.
  Affiliates of Cerberus control us and may have conflicts of interest with other shareholders in
the future.
   Even if Cerberus no longer controls us in the future, certain provisions of our charter documents
and agreements and Delaware law could discourage, delay or prevent a merger or acquisition at a
premium price.
  
    
    permit us to issue, without any further vote or action by the shareholders, up to 30
million shares of preferred stock in one or more series and, with respect to each series,
to fix the number of shares constituting the series and the designation of the series, the
voting powers (if any) of the shares of such series, and the preferences
and other special rights, if any, and any qualifications, limitations or restrictions, of the
 shares of the series; and
 
    
    limit the shareholders ability to call special meetings.
  14




---



##### Table of Contents



We may incur substantial costs relating to Georgia-Pacifics product liability related claims.
   Anti-terrorism measures may harm our business by impeding our ability to deliver products on a
timely and cost-effective basis.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
   15




---



##### Table of Contents



ITEM 2. PROPERTIES.
    Facility Type
    
    Number
    
    
    Owned Facilities (ft2)
    
    
    Leased Facilities (ft2)Office Space(1)
    
    
    3
    
    
    
    68,721
    
    
    
    251,900Warehouses
    
    
    71
    
    
    
    10,115,551
    
    
    
    636,101TOTAL
    
    
    74
    
    
    
    10,184,272
    
    
    
    888,001
 (1)
    
    Includes corporate headquarters in Atlanta, the Denver Sales Center and a call center
in Vancouver. We are actively marketing 100,000 square feet for sublease at our Atlanta
corporate headquarters.  
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM
4. RESERVED.
 
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.
  High
    
    
    LowFiscal Year Ended January 2, 2010First Quarter
    
    $
    3.30
    
    
    $
    1.20Second Quarter
    
    $
    4.60
    
    
    $
    2.25Third Quarter
    
    $
    5.93
    
    
    $
    2.96Fourth Quarter
    
    $
    4.12
    
    
    $
    2.60Fiscal Year Ended January 3, 2009First Quarter
    
    $
    5.97
    
    
    $
    2.96Second Quarter
    
    $
    6.00
    
    
    $
    3.57Third Quarter
    
    $
    7.54
    
    
    $
    2.91Fourth Quarter
    
    $
    5.60
    
    
    $
    1.02
  16




---



##### Table of Contents



Equity Compensation Plan Information
  (a)
    
    
    (b)
    
    
    (c)Number of Securities
    
    
    Weighted-Average
    
    
    Number of Securities Remainingto be Issued Upon
    
    
    Exercise Price of
    
    
    Available for Future Issuance UnderExercise of
    
    
    Outstanding
    
    
    Equity Compensation PlansOutstanding Options,
    
    
    Options, Warrants
    
    
    (Excluding Securities Reflected inPlan Category
    
    Warrants and Rights
    
    
    and Rights
    
    
    Column (a))Equity compensation
plans approved by
security holders
    
    
    928,315
    
    
    $
    6.34
    
    
    
    1,947,245Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    n/a
    
    
    
    Total
    
    
    928,315
    
    
    $
    6.34
    
    
    
    1,947,245
  17




---



##### Table of Contents



Performance Graph
   
 Cumulative Total Return
Years Ending
 Base PeriodCompany Name / Index
    
    01/01/05
    
    
    12/31/05
    
    
    12/30/06
    
    
    12/29/07
    
    
    01/03/09
    
    
    01/02/10BlueLinx Holdings
Inc.
    
    
    100
    
    
    
    81.02
    
    
    
    78.14
    
    
    
    32.44
    
    
    
    20.72
    
    
    
    22.87Russell 2000 Index
    
    
    100
    
    
    
    104.55
    
    
    
    123.76
    
    
    
    122.73
    
    
    
    82.30
    
    
    
    103.34Peer Group
    
    
    100
    
    
    
    147.29
    
    
    
    124.39
    
    
    
    76.73
    
    
    
    65.30
    
    
    
    88.15
 Issuer Purchases of Equity Securities
  Approximate DollarTotal Number of
    
    
    Value of SharesTotal
    
    
    Average
    
    
    Shares Purchased as
    
    
    that May Yet BeNumber of
    
    
    Price Paid
    
    
    Part of Publicly
    
    
    Purchased Under thePeriod
    
    Shares
    
    
    Per Share
    
    
    Announced Program
    
    
    ProgramOctober 4- November 3
    
    
    
    
    
    
    
    
    
    
    711,852
    
    
    $
    8,136,649November 4- December 3
    
    
    8,532
    
    
    $
    2.73
    
    
    
    720,384
    
    
    $
    8,113,357December 4- January 2
    
    
    51,664
    
    
    $
    2.95
    
    
    
    772,048
    
    
    $
    7,960,948Total
    
    
    60,196
    
    
    $
    2.92
    
    
    
    772,048
    
    
    $
    7,960,948
  18




---



##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA.
  Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,
    
    
    December 30,
    
    
    December 31,2010
    
    
    2009
    
    
    2007
    
    
    2006
    
    
    2005(In thousands, exceptper share data)Statement of Operations Data:Net sales
    
    $
    1,646,108
    
    
    $
    2,779,699
    
    
    $
    3,833,910
    
    
    $
    4,899,383
    
    
    $
    5,622,071Cost of sales
    
    
    1,452,947
    
    
    
    2,464,766
    
    
    
    3,441,964
    
    
    
    4,419,576
    
    
    
    5,109,632Gross profit
    
    
    193,161
    
    
    
    314,933
    
    
    
    391,946
    
    
    
    479,807
    
    
    
    512,439Operating expenses:Selling, general and administrative
    
    
    210,214
    
    
    
    303,403
    
    
    
    372,754
    
    
    
    381,554
    
    
    
    378,008Net gain from terminating the Georgia-Pacific supply agreement
    
    
    (17,772
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    16,984
    
    
    
    20,519
    
    
    
    20,924
    
    
    
    20,724
    
    
    
    18,770Total operating expenses
    
    
    209,426
    
    
    
    323,922
    
    
    
    393,678
    
    
    
    402,278
    
    
    
    396,778Operating (loss) income
    
    
    (16,265
    )
    
    
    (8,989
    )
    
    
    (1,732
    )
    
    
    77,529
    
    
    
    115,661Non-operating expenses (income):Interest expense
    
    
    32,456
    
    
    
    38,547
    
    
    
    43,660
    
    
    
    46,164
    
    
    
    42,311Charges associated with the ineffective interest rate swap, net
    
    
    6,252
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Write-off of debt issue costs
    
    
    1,407
    
    
    
    
    
    
    
    
    
    
    
    4,864
    
    
    
    Other expense (income), net
    
    
    519
    
    
    
    601
    
    
    
    (370
    )
    
    
    320
    
    
    
    186(Loss) income before provision for (benefit from) income taxes
    
    
    (56,899
    )
    
    
    (48,137
    )
    
    
    (45,022
    )
    
    
    26,181
    
    
    
    73,164Provision for (benefit from) income taxes
    
    
    4,564
    
    
    
    (16,434
    )
    
    
    (17,077
    )
    
    
    10,349
    
    
    
    28,561Net (loss) income
    
    $
    (61,463
    )
    
    $
    (31,703
    )
    
    $
    (27,945
    )
    
    $
    15,832
    
    
    $
    44,603Basic weighted average number of common shares outstanding
    
    
    31,017
    
    
    
    31,083
    
    
    
    30,848
    
    
    
    30,618
    
    
    
    30,195Basic net (loss) income per share applicable to common stock
    
    $
    (1.98
    )
    
    $
    (1.02
    )
    
    $
    (0.91
    )
    
    $
    0.52
    
    
    $
    1.48Diluted weighted average number of common shares outstanding
    
    
    31,017
    
    
    
    31,083
    
    
    
    30,848
    
    
    
    30,779
    
    
    
    30,494Diluted net (loss) income per share applicable to common stock
    
    $
    (1.98
    )
    
    $
    (1.02
    )
    
    $
    (0.91
    )
    
    $
    0.51
    
    
    $
    1.46Dividends declared per share of common stock
    
    $
    
    
    
    $
    
    
    
    $
    0.50
    
    
    $
    0.50
    
    
    $
    0.50
  19




---



##### Table of Contents



Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,
    
    
    December 30,
    
    
    December 31,2010
    
    
    2009
    
    
    2007
    
    
    2006
    
    
    2005(In thousands, exceptper share data)Other Financial Data:Capital expenditures
    
    $
    1,815
    
    
    $
    4,919
    
    
    $
    13,141
    
    
    $
    9,601
    
    
    $
    12,744EBITDA(1)
    
    
    200
    
    
    
    10,929
    
    
    
    19,562
    
    
    
    97,933
    
    
    
    134,245Net cash (used in) provided by operating activities
    
    
    (19,853
    )
    
    
    190,390
    
    
    
    79,842
    
    
    
    63,204
    
    
    
    124,937Net cash provided by (used in) investing activities
    
    
    12,636
    
    
    
    985
    
    
    
    (9,070
    )
    
    
    (18,170
    )
    
    
    (28,499
    )Net cash used in financing activities
    
    $
    (113,679
    )
    
    $
    (56,781
    )
    
    $
    (82,055
    )
    
    $
    (42,312
    )
    
    $
    (87,690
    )Balance Sheet Data (at end of period):Cash and cash equivalents
    
    $
    29,457
    
    
    $
    150,353
    
    
    $
    15,759
    
    
    $
    27,042
    
    
    $
    24,320Working capital
    
    
    247,722
    
    
    
    320,527
    
    
    
    448,731
    
    
    
    520,237
    
    
    
    529,983Total assets
    
    
    546,846
    
    
    
    729,178
    
    
    
    883,436
    
    
    
    1,004,362
    
    
    
    1,157,640Total debt(2)
    
    
    341,669
    
    
    
    444,870
    
    
    
    478,535
    
    
    
    532,462
    
    
    
    540,850Shareholders equity
    
    $
    50,820
    
    
    $
    102,852
    
    
    $
    154,823
    
    
    $
    189,399
    
    
    $
    183,852
 
 (1)
    
    EBITDA is an amount equal to net (loss) income plus interest expense, charges associated with
ineffective interest rate swap, write-off of debt issue costs, charges associated with
mortgage refinancing, income taxes, and depreciation and amortization. EBITDA is presented
herein because we believe it is a useful supplement to cash flow from operations in
understanding cash flows generated from operations that are available for debt service
(interest and principal payments) and further investment in acquisitions. However, EBITDA is
not a presentation made in accordance with U.S. generally accepted accounting principles,
(GAAP), and is not intended to present a superior measure of the financial condition from
those determined under GAAP. EBITDA, as used herein, is not necessarily comparable to other
similarly titled captions of other companies due to differences in methods of calculations.(2)
    
    Total debt represents long-term debt, including current maturities.  Year Ended,
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,
    
    
    December 30,
    
    
    December 31,2010
    
    
    2009
    
    
    2007
    
    
    2006
    
    
    2005Net cash (used in) provided by
operating activities
    
    $
    (19,853
    )
    
    $
    190,390
    
    
    $
    79,842
    
    
    $
    63,204
    
    
    $
    124,937Amortization of debt issue costs
    
    
    (2,459
    )
    
    
    (2,479
    )
    
    
    (2,431
    )
    
    
    (2,628
    )
    
    
    (3,629
    )Net gain from terminating the
Georgia-Pacific supply agreement
    
    
    17,772
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Payments from terminating the
Georgia-Pacific supply agreement
    
    
    (14,118
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vacant property charges, net
    
    
    (1,222
    )
    
    
    (4,441
    )
    
    
    (11,037
    )
    
    
    
    
    
    
    Deferred income tax (provision)
benefit
    
    
    (24,220
    )
    
    
    2,935
    
    
    
    9,526
    
    
    
    3,700
    
    
    
    368Prepayment fees associated with
sale of property
    
    
    (616
    )
    
    
    (1,868
    )
    
    
    
    
    
    
    
    
    
    
    Gain on sale of properties
    
    
    10,397
    
    
    
    1,936
    
    
    
    
    
    
    
    
    
    
    
    Gain from insurance settlement
    
    
    
    
    
    
    
    
    
    
    1,698
    
    
    
    
    
    
    
    Share-based compensation
    
    
    (2,922
    )
    
    
    (2,614
    )
    
    
    (3,500
    )
    
    
    (3,137
    )
    
    
    (2,170
    )Excess tax benefits from
share-based arrangements
    
    
    
    
    
    
    81
    
    
    
    20
    
    
    
    891
    
    
    
    71Changes in assets and liabilities
    
    
    421
    
    
    
    (195,124
    )
    
    
    (81,139
    )
    
    
    (20,610
    )
    
    
    (56,204
    )Interest expense
    
    
    32,456
    
    
    
    38,547
    
    
    
    43,660
    
    
    
    46,164
    
    
    
    42,311Provision for (benefit from)
income taxes
    
    
    4,564
    
    
    
    (16,434
    )
    
    
    (17,077
    )
    
    
    10,349
    
    
    
    28,561EBITDA
    
    $
    200
    
    
    $
    10,929
    
    
    $
    19,562
    
    
    $
    97,933
    
    
    $
    134,245
  20




---



##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 The following discussion should be read in conjunction with our consolidated financial statements
and related notes and other financial information appearing elsewhere in this Form 10-K . In
addition to historical information, the following discussion and other parts of this Form 10-K
contain forward-looking information that involves risks and uncertainties. Our actual results could
differ materially from those anticipated by this forward-looking information due to the factors
discussed under Risk Factors, Cautionary Statement Concerning Forward-Looking Statements and
elsewhere in this Form 10-K .
 Overview
 Company Background
   Selected Factors that Affect our Operating Results
    21




---



##### Table of Contents



Sales Revenue Variances by Product
 Fiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2007(Dollars in millions)Sales by CategoryStructural Products
    
    $
    738
    
    
    $
    1,422
    
    
    $
    2,098Specialty Products
    
    
    948
    
    
    
    1,412
    
    
    
    1,802Other(1)
    
    
    (40
    )
    
    
    (54
    )
    
    
    (66
    )Total Sales
    
    $
    1,646
    
    
    $
    2,780
    
    
    $
    3,834Sales VariancesUnit Volume $ Change
    
    $
    (1,036
    )
    
    $
    (1,161
    )
    
    $
    (896
    )Price/Other(1)
    
    
    (98
    )
    
    
    107
    
    
    
    (169
    )Total $ Change
    
    $
    (1,134
    )
    
    $
    (1,054
    )
    
    $
    (1,065
    )Unit Volume % Change
    
    
    (36.6
    )%
    
    
    (29.7
    )%
    
    
    (18.0
    )%Price/Other(1)
    
    
    (4.2
    )%
    
    
    2.2
    %
    
    
    (3.7
    )%Total % Change
    
    
    (40.8
    )%
    
    
    (27.5
    )%
    
    
    (21.7
    )%
 
 (1)
    
    Other includes unallocated allowances and discounts.  Fiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2007(Dollars in millions)Gross Margin $ by CategoryStructural Products
    
    $
    73
    
    
    $
    134
    
    
    $
    173Specialty Products
    
    
    132
    
    
    
    200
    
    
    
    238Other(1)
    
    
    (12
    )
    
    
    (19
    )
    
    
    (19
    )Total Gross Margin $
    
    $
    193
    
    
    $
    315
    
    
    $
    392Gross Margin % by CategoryStructural Products
    
    
    9.9
    %
    
    
    9.4
    %
    
    
    8.2
    %Specialty Products
    
    
    13.9
    %
    
    
    14.2
    %
    
    
    13.2
    %Total Gross Margin %
    
    
    11.7
    %
    
    
    11.3
    %
    
    
    10.2
    %Unit Volume Change by ProductStructural Products
    
    
    (40.3
    )%
    
    
    (34.6
    )%
    
    
    (19.2
    )%Specialty Products
    
    
    (32.8
    )%
    
    
    (24.0
    )%
    
    
    (16.4
    )%Total Unit Volume Change %
    
    
    (36.6
    )%
    
    
    (29.7
    )%
    
    
    (18.0
    )%
 
 (1)
    
    Other includes unallocated allowances and discounts.  Fiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2007(Dollars in millions)Sales by ChannelWarehouse/Reload
    
    $
    1,251
    
    
    $
    2,044
    
    
    $
    2,763Direct
    
    
    435
    
    
    
    790
    
    
    
    1,137Other(1)
    
    
    (40
    )
    
    
    (54
    )
    
    
    (66
    )Total
    
    $
    1,646
    
    
    $
    2,780
    
    
    $
    3,834Gross Margin by ChannelWarehouse/Reload
    
    $
    177
    
    
    $
    284
    
    
    $
    344Direct
    
    
    28
    
    
    
    50
    
    
    
    67Other(1)
    
    
    (12
    )
    
    
    (19
    )
    
    
    (19
    )Total
    
    $
    193
    
    
    $
    315
    
    
    $
    392Gross Margin % by ChannelWarehouse/Reload
    
    
    14.1
    %
    
    
    13.9
    %
    
    
    12.5
    %Direct
    
    
    6.4
    %
    
    
    6.3
    %
    
    
    5.9
    %Total
    
    
    11.7
    %
    
    
    11.3
    %
    
    
    10.2
    %
  22




---



##### Table of Contents



Fiscal Year
  Results of Operations
 Fiscal 2009 Compared to Fiscal 2008
  % of
    
    
    
    
    
    
    % ofNet
    
    
    
    
    
    
    NetFiscal 2009
    
    
    sales
    
    
    Fiscal 2008
    
    
    sales(Dollars in thousands)Net sales
    
    $
    1,646,108
    
    
    
    100.0
    %
    
    $
    2,779,699
    
    
    
    100.0
    %Gross profit
    
    
    193,161
    
    
    
    11.7
    %
    
    
    314,933
    
    
    
    11.3
    %Selling, general and administrative
    
    
    210,214
    
    
    
    12.8
    %
    
    
    303,403
    
    
    
    10.9
    %Net gain from terminating the
Georgia-Pacific Supply Agreement
    
    
    (17,772
    )
    
    
    (1.1
    )%
    
    
    
    
    
    
    0.0
    %Depreciation and amortization
    
    
    16,984
    
    
    
    1.0
    %
    
    
    20,519
    
    
    
    0.7
    %Operating loss
    
    
    (16,265
    )
    
    
    (1.0
    )%
    
    
    (8,989
    )
    
    
    (0.3
    )%Interest expense, net
    
    
    32,456
    
    
    
    2.0
    %
    
    
    38,547
    
    
    
    1.4
    %Changes associated with the ineffective interest rate swap, net
    
    
    6,252
    
    
    
    0.4
    %
    
    
    
    
    
    
    0.0
    %Write-off of debt issue costs
    
    
    1,407
    
    
    
    0.1
    %
    
    
    
    
    
    
    0.0
    %Other expense, net
    
    
    519
    
    
    
    0.0
    %
    
    
    601
    
    
    
    0.0
    %Loss before benefit from income taxes
    
    
    (56,899
    )
    
    
    (3.5
    )%
    
    
    (48,137
    )
    
    
    (1.7
    )%Provision for (benefit from) income taxes
    
    
    4,564
    
    
    
    0.3
    %
    
    
    (16,434
    )
    
    
    (0.6
    )%Net loss
    
    $
    (61,463
    )
    
    
    (3.7
    )%
    
    $
    (31,703
    )
    
    
    (1.1
    )%
 Net sales.
 Gross profit.
 Selling, general and administrative.
  23




---



##### Table of Contents



Net gain from terminating the Georgia-Pacific Supply Agreement.
 Depreciation and amortization.
 Operating loss.
 Interest expense, net.
 Changes associated with the ineffective interest rate swap, net.
 Write-off of debt issue costs
 Provision for (benefit from) income taxes.
 Net loss.
   24




---



##### Table of Contents



Fiscal 2008 Compared to Fiscal 2007
  % of
    
    
    
    
    
    
    % ofNet
    
    
    
    
    
    
    NetFiscal 2008
    
    
    sales
    
    
    Fiscal 2007
    
    
    sales(Dollars in thousands)Net sales
    
    $
    2,779,699
    
    
    
    100.0
    %
    
    $
    3,833,910
    
    
    
    100.0
    %Gross profit
    
    
    314,933
    
    
    
    11.3
    %
    
    
    391,946
    
    
    
    10.2
    %Selling, general and administrative
    
    
    303,403
    
    
    
    10.9
    %
    
    
    372,754
    
    
    
    9.7
    %Depreciation and amortization
    
    
    20,519
    
    
    
    0.7
    %
    
    
    20,924
    
    
    
    0.5
    %Operating loss
    
    
    (8,989
    )
    
    
    (0.3
    )%
    
    
    (1,732
    )
    
    
    0.0
    %Interest expense
    
    
    38,547
    
    
    
    1.4
    %
    
    
    43,660
    
    
    
    1.1
    %Other expense (income), net
    
    
    601
    
    
    
    0.0
    %
    
    
    (370
    )
    
    
    0.0
    %Loss before benefit from income taxes
    
    
    (48,137
    )
    
    
    (1.7
    )%
    
    
    (45,022
    )
    
    
    (1.2
    )%Benefit from income taxes
    
    
    (16,434
    )
    
    
    (0.6
    )%
    
    
    (17,077
    )
    
    
    (0.4
    )%Net loss
    
    $
    (31,703
    )
    
    
    (1.1
    )%
    
    $
    (27,945
    )
    
    
    (0.7
    )%
 Net sales.
 Gross profit.
 Selling, general and administrative.
 Depreciation and amortization.
 Operating loss.
  25




---



##### Table of Contents



Interest expense
 Benefit from income taxes.
 Net loss.
  Seasonality
  Liquidity and Capital Resources
   
  26




---



##### Table of Contents



January 2,
    
    
    January 3,2010
    
    
    2009(Dollars in thousands)Working capital
    
    $
    247,722
    
    
    $
    320,527
 Year Ended
    
    
    Year Ended
    
    
    Year EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007Cash flows (used in) provided by
operating activities
    
    $
    (19,853
    )
    
    $
    190,390
    
    
    $
    79,842Cash flows provided by (used in)
investing activities
    
    
    12,636
    
    
    
    985
    
    
    
    (9,070
    )Cash flows used in financing activities
    
    
    (113,679
    )
    
    
    (56,781
    )
    
    
    (82,055
    )
 Working Capital
  Operating Activities
    Investing Activities
    27




---



##### Table of Contents



Financing Activities
    Debt and Credit Sources
    28




---



##### Table of Contents



Balance at January 3, 2009
    
    $
    13,229Unrealized losses in accumulated other comprehensive loss
    
    
    1,429Charges associated with ineffective interest rate swap recorded to interest expense
    
    
    (11,983
    )Balance at January 2, 2010
    
    $
    2,675
   29




---



##### Table of Contents



Contractual Commitments.
 2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    TotalRevolving credit facility
    
    $
    
    
    
    $
    50,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    50,000Term loan facility(1)
    
    
    
    
    
    
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000Mortgage indebtedness
    
    
    
    
    
    
    1,190
    
    
    
    3,054
    
    
    
    3,309
    
    
    
    3,529
    
    
    
    274,587
    
    
    
    285,669Interest payments on our
revolving credit
facility (2)
    
    
    9,668
    
    
    
    2,778
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,446Interest payments on our
mortgage (3)
    
    
    18,392
    
    
    
    18,380
    
    
    
    18,276
    
    
    
    18,021
    
    
    
    17,802
    
    
    
    27,707
    
    
    
    118,578Subtotal
    
    
    28,060
    
    
    
    78,348
    
    
    
    21,330
    
    
    
    21,330
    
    
    
    21,331
    
    
    
    302,294
    
    
    
    472,693Operating leases(4)
    
    
    6,382
    
    
    
    5,324
    
    
    
    4,709
    
    
    
    4,532
    
    
    
    4,511
    
    
    
    18,158
    
    
    
    43,616Letters of credit(5)
    
    
    6,039
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,039Total
    
    $
    40,481
    
    
    $
    83,672
    
    
    $
    26,039
    
    
    $
    25,862
    
    
    $
    25,842
    
    
    $
    320,452
    
    
    $
    522,348
 
 (1)
    
    Term loan facility was used to refinance and consolidate certain loans made by the revolving
loan lenders to us.(2)
    
    Interest on the revolving credit facility is variable, based on 14-day, one-month, two-month,
three-month or six-month LIBOR. The interest rate on the revolving credit facility was 2.8% at
January 2, 2010. On June 12, 2006, we entered into an interest swap agreement with Goldman Sachs
Capital Markets to hedge against interest rate risks on $150 million of our revolving credit
facility. The terms call for us to pay interest monthly at 5.4%. Interest payments are based on
these rates. The final maturity date on our revolving credit facility is May 7, 2011.(3)
    
    Interest payments on the mortgage are based on a fixed rate of 6.35%.(4)
    
    We lease various facilities and vehicles under non-cancelable operating leases.(5)
    
    Letters of credit not included above under the credit facilities.  Critical Accounting Policies
  Revenue Recognition
   30




---



##### Table of Contents




    
    We are the primary obligor responsible for fulfillment and all other aspects of the
customer relationship.
    
    Title passes to BlueLinx, and we carry all risk of loss related to warehouse and reload
inventory and inventory shipped directly from vendors to our customers.
    
    We are responsible for all product returns.
    
    We control the selling price for all channels.
    
    We select the supplier.
    
    We bear all credit risk.
   Allowance for Doubtful Accounts and Related Reserves
  Inventory Valuation
    31




---



##### Table of Contents



Fair Value Measurements
   Impairment of Long-Lived Assets
       32




---



##### Table of Contents



Income Taxes
  
    
    taxable income in prior carryback years, if carryback is permitted under the tax law;
 
    
    future reversals of existing taxable temporary differences (i.e., offset gross deferred
tax
assets against gross deferred tax liabilities);
 
    
    tax planning strategies; and
 
    
    future taxable income exclusive of reversing temporary differences and carryforwards.
  Recently Issued Accounting Pronouncements
       33




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 General.
 Interest Rates.
  Foreign Exchange Rates
 Commodity Prices.
  34




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 Index to Financial Statements and Supplemental Data
 PageManagements Report on Internal Control Over Financial Reporting
    
    
    36Reports of Independent Registered Public Accounting Firm to the Board of Directors and Shareholders of BlueLinx Holdings Inc.
    
    
    37Consolidated Balance Sheets
    
    
    39Consolidated Statements of Operations and Comprehensive Loss
    
    
    40Consolidated Statements of Cash Flows
    
    
    41Consolidated Statements of Shareholders Equity
    
    
    42Notes to Consolidated Financial Statements
    
    
    43
  35




---



##### Table of Contents



BLUELINX HOLDINGS INC. AND SUBSIDIARIES
 
 MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
    Internal Control 
Integrated Framework.
    36




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING
      .
  /s/ Ernst & Young LLP
 
  37




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON THE CONSOLIDATED FINANCIAL STATEMENTS
 The Board of Directors and Shareholders of BlueLinx Holdings Inc. and subsidiaries
     /s/ Ernst & Young LLP
 
  38




---



##### Table of Contents



BLUELINX HOLDINGS INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 January 2,
    
    
    January 3,2010
    
    
    2009(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    29,457
    
    
    $
    150,353Receivables, less allowances of $8,387 in
fiscal 2009 and $10,114 in fiscal 2008
    
    
    119,347
    
    
    
    130,653Inventories, net
    
    
    173,185
    
    
    
    189,482Deferred income tax assets, net
    
    
    
    
    
    
    11,868Other current assets
    
    
    44,970
    
    
    
    34,122Total current assets
    
    
    366,959
    
    
    
    516,478Property and equipment:Land and improvements
    
    
    52,621
    
    
    
    53,426Buildings
    
    
    96,145
    
    
    
    96,159Machinery and equipment
    
    
    69,767
    
    
    
    70,491Construction in progress
    
    
    791
    
    
    
    2,035Property and equipment, at cost
    
    
    219,324
    
    
    
    222,111Accumulated depreciation
    
    
    (82,141
    )
    
    
    (69,336
    )Property and equipment, net
    
    
    137,183
    
    
    
    152,775Non-current deferred income tax assets, net
    
    
    
    
    
    
    17,468Other non-current assets
    
    
    42,704
    
    
    
    42,457Total assets
    
    $
    546,846
    
    
    $
    729,178LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    64,618
    
    
    $
    78,367Bank overdrafts
    
    
    27,232
    
    
    
    24,715Accrued compensation
    
    
    4,879
    
    
    
    11,552Current maturities of long-term debt
    
    
    
    
    
    
    60,000Other current liabilities
    
    
    22,508
    
    
    
    21,317Total current liabilities
    
    
    119,237
    
    
    
    195,951Non-current liabilities:Long-term debt
    
    
    341,669
    
    
    
    384,870Other non-current liabilities
    
    
    35,120
    
    
    
    45,505Total liabilities
    
    
    496,026
    
    
    
    626,326SHAREHOLDERS EQUITYCommon Stock, $0.01 par value,
100,000,000 shares authorized; 32,179,253
and 32,362,330 shares issued and
outstanding at January 2, 2010 and
January 3, 2009, respectively
    
    
    322
    
    
    
    323Additional paid-in-capital
    
    
    145,035
    
    
    
    144,148Accumulated other comprehensive loss
    
    
    (8,375
    )
    
    
    (16,920
    )Accumulated deficit
    
    
    (86,162
    )
    
    
    (24,699
    )Total shareholders equity
    
    
    50,820
    
    
    
    102,852Total liabilities and shareholders equity
    
    $
    546,846
    
    
    $
    729,178
  39




---



##### Table of Contents



BLUELINX HOLDINGS INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
 Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal YearEnded
    
    
    Ended
    
    
    EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007(In thousands, except per share data)Net sales
    
    $
    1,646,108
    
    
    $
    2,779,699
    
    
    $
    3,833,910Cost of sales
    
    
    1,452,947
    
    
    
    2,464,766
    
    
    
    3,441,964Gross profit
    
    
    193,161
    
    
    
    314,933
    
    
    
    391,946Operating expenses:Selling, general, and administrative
    
    
    210,214
    
    
    
    303,403
    
    
    
    372,754Net gain from terminating the
Georgia-Pacific supply agreement
    
    
    (17,772
    )
    
    
    
    
    
    
    Depreciation and amortization
    
    
    16,984
    
    
    
    20,519
    
    
    
    20,924Total operating expenses
    
    
    209,426
    
    
    
    323,922
    
    
    
    393,678Operating loss
    
    
    (16,265
    )
    
    
    (8,989
    )
    
    
    (1,732
    )Non-operating expenses (income):Interest expense
    
    
    32,456
    
    
    
    38,547
    
    
    
    43,660Changes associated with the ineffective
interest rate swap, net
    
    
    6,252
    
    
    
    
    
    
    
    Write-off of debt issue costs
    
    
    1,407
    
    
    
    
    
    
    
    Other expense (income), net
    
    
    519
    
    
    
    601
    
    
    
    (370
    )Loss before provision for (benefit from)
income taxes
    
    
    (56,899
    )
    
    
    (48,137
    )
    
    
    (45,022
    )Provision for (benefit from) from income taxes
    
    
    4,564
    
    
    
    (16,434
    )
    
    
    (17,077
    )Net loss
    
    $
    (61,463
    )
    
    $
    (31,703
    )
    
    $
    (27,945
    )Basic and diluted weighted average number of
common shares outstanding
    
    
    31,017
    
    
    
    31,083
    
    
    
    30,848Basic and diluted net loss per share
applicable to common shares outstanding
    
    $
    (1.98
    )
    
    $
    (1.02
    )
    
    $
    (0.91
    )Dividends declared per common share
    
    $
    
    
    
    $
    
    
    
    $
    0.50Comprehensive loss:Net loss
    
    $
    (61,463
    )
    
    $
    (31,703
    )
    
    $
    (27,945
    )Other comprehensive income (loss):Foreign currency translation, net of taxes
    
    
    1,173
    
    
    
    (2,598
    )
    
    
    1,912Unrealized net gain (loss) from pension
plan, net of taxes
    
    
    941
    
    
    
    (15,997
    )
    
    
    5,856Unrealized gain (loss) from ineffective
interest rate swap, net of taxes
    
    
    6,431
    
    
    
    (3,751
    )
    
    
    (2,754
    )Comprehensive loss
    
    $
    (52,918
    )
    
    $
    (54,049
    )
    
    $
    (22,931
    )
  40




---



##### Table of Contents



BLUELINX HOLDINGS INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal YearEnded
    
    
    Ended
    
    
    EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007(In thousands)Cash flows from operating activities:Net loss
    
    $
    (61,463
    )
    
    $
    (31,703
    )
    
    $
    (27,945
    )Adjustments to reconcile net loss to cash (used in) provided by operations:Depreciation and amortization
    
    
    16,984
    
    
    
    20,519
    
    
    
    20,924Amortization of debt issue costs
    
    
    2,459
    
    
    
    2,479
    
    
    
    2,431Net gain from terminating the Georgia- Pacific Supply Agreement
    
    
    (17,772
    )
    
    
    
    
    
    
    Payments from terminating the Georgia-Pacific Supply Agreement
    
    
    14,118
    
    
    
    
    
    
    
    Gain from sale of properties
    
    
    (10,397
    )
    
    
    (1,936
    )
    
    
    Prepayment fees associated with principal payments on mortgage
    
    
    616
    
    
    
    1,868
    
    
    
    Changes associated with the ineffective interest rate swap, net
    
    
    6,252
    
    
    
    
    
    
    
    Write-off of debt issue costs
    
    
    1,407
    
    
    
    
    
    
    
    Vacant property charges, net
    
    
    1,222
    
    
    
    4,441
    
    
    
    11,037Deferred income tax provision (benefit)
    
    
    24,220
    
    
    
    (2,935
    )
    
    
    (9,526
    )Gain from insurance settlement
    
    
    
    
    
    
    
    
    
    
    (1,698
    )Share-based compensation
    
    
    2,922
    
    
    
    2,614
    
    
    
    3,500Excess tax benefits from share-based compensation arrangements
    
    
    
    
    
    
    (81
    )
    
    
    (20
    )Increase in restricted cash related to the ineffective interest rate
swap, insurance, and other
    
    
    (2,511
    )
    
    
    (6,210
    )
    
    
    (4,770
    )Changes in assets and liabilities:Receivables
    
    
    11,306
    
    
    
    132,523
    
    
    
    44,367Inventories
    
    
    16,297
    
    
    
    146,405
    
    
    
    74,799Accounts payable
    
    
    (13,749
    )
    
    
    (86,350
    )
    
    
    (31,098
    )Changes in other working capital
    
    
    (13,583
    )
    
    
    20,440
    
    
    
    (6,211
    )Other
    
    
    1,819
    
    
    
    (11,684
    )
    
    
    4,052Net cash (used in) provided by operating activities
    
    
    (19,853
    )
    
    
    190,390
    
    
    
    79,842Cash flows from investing activities:Property and equipment investments
    
    
    (1,815
    )
    
    
    (4,919
    )
    
    
    (13,141
    )Proceeds from disposition of assets
    
    
    14,451
    
    
    
    5,904
    
    
    
    4,071Net cash provided by (used in) investing activities
    
    
    12,636
    
    
    
    985
    
    
    
    (9,070
    )Cash flows from financing activities:Repurchase of common stock
    
    
    (2,042
    )
    
    
    
    
    
    
    Proceeds from stock options exercised
    
    
    
    
    
    
    434
    
    
    
    496Excess tax benefits from share-based compensation arrangements
    
    
    
    
    
    
    81
    
    
    
    20Decrease in the revolving credit facility
    
    
    (100,000
    )
    
    
    (27,535
    )
    
    
    (53,927
    )Principal payments on mortgage
    
    
    (3,201
    )
    
    
    (6,130
    )
    
    
    Prepayment fees associated with principal payments on mortgage
    
    
    (616
    )
    
    
    (1,868
    )
    
    
    Increase (decrease) in bank overdrafts
    
    
    2,517
    
    
    
    (12,437
    )
    
    
    (13,089
    )Debt financing costs
    
    
    
    
    
    
    (217
    )
    
    
    Common dividends paid
    
    
    
    
    
    
    
    
    
    
    (15,591
    )Increase in restricted cash related to the mortgage
    
    
    (10,296
    )
    
    
    (9,119
    )
    
    
    Other
    
    
    (41
    )
    
    
    10
    
    
    
    36Net cash used in financing activities
    
    
    (113,679
    )
    
    
    (56,781
    )
    
    
    (82,055
    )(Decrease) increase in cash
    
    
    (120,896
    )
    
    
    134,594
    
    
    
    (11,283
    )Cash balance, beginning of period
    
    
    150,353
    
    
    
    15,759
    
    
    
    27,042Cash balance, end of period
    
    $
    29,457
    
    
    $
    150,353
    
    
    $
    15,759Supplemental Cash Flow InformationNet income tax refunds (income taxes paid) during the period
    
    $
    10,299
    
    
    $
    22,762
    
    
    $
    (991
    )Interest paid during the period
    
    $
    28,288
    
    
    $
    36,854
    
    
    $
    40,037
  41




---



##### Table of Contents



BLUELINX HOLDINGS INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Accumulated
    
    
    RetainedAdditional
    
    
    Other
    
    
    EarningsCommon Stock
    
    
    Paid-In-
    
    
    Comprehensive
    
    
    (AccumulatedBlueLinx Holdings Inc.
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Income (Loss)
    
    
    Deficit)
    
    
    Totals(In thousands)Balance, December 30, 2006
    
    
    30,910
    
    
    $
    309
    
    
    $
    138,066
    
    
    $
    412
    
    
    $
    50,612
    
    
    $
    189,399Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,945
    )
    
    
    (27,945
    )Foreign currency translation
adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,912
    
    
    
    
    
    
    
    1,912Unrealized net gain from pension
plan, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,856
    
    
    
    
    
    
    
    5,856Unrealized loss from cash flow
hedge, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,754
    )
    
    
    
    
    
    
    (2,754
    )Unrealized loss from adoption of FIN
48, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (72
    )
    
    
    (72
    )Proceeds from stock options exercised
    
    
    132
    
    
    
    1
    
    
    
    495
    
    
    
    
    
    
    
    
    
    
    
    496Issuance of restricted stock
    
    
    182
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Excess tax benefits from share-based
compensation arrangements
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    20Compensation related to share-based
grants
    
    
    
    
    
    
    
    
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    
    3,500Common dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,591
    )
    
    
    (15,591
    )Balance, December 29, 2007
    
    
    31,224
    
    
    $
    312
    
    
    $
    142,081
    
    
    $
    5,426
    
    
    $
    7,004
    
    
    $
    154,823Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,703
    )
    
    
    (31,703
    )Foreign currency translation
adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,598
    )
    
    
    
    
    
    
    (2,598
    )Unrealized net loss from pension
plan, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,997
    )
    
    
    
    
    
    
    (15,997
    )Unrealized loss from cash flow
hedge, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,751
    )
    
    
    
    
    
    
    (3,751
    )Proceeds from stock options exercised
    
    
    116
    
    
    
    1
    
    
    
    433
    
    
    
    
    
    
    
    
    
    
    
    434Issuance of restricted stock
    
    
    1,022
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10Excess tax benefits from share-based
compensation arrangements
    
    
    
    
    
    
    
    
    
    
    81
    
    
    
    
    
    
    
    
    
    
    
    81Excess tax deficiencies from
share-based compensation
arrangements
    
    
    
    
    
    
    
    
    
    
    (1,061
    )
    
    
    
    
    
    
    
    
    
    
    (1,061
    )Compensation related to share-based
grants
    
    
    
    
    
    
    
    
    
    
    2,614
    
    
    
    
    
    
    
    
    
    
    
    2,614Balance, January 3, 2009
    
    
    32,362
    
    
    $
    323
    
    
    $
    144,148
    
    
    $
    (16,920
    )
    
    $
    (24,699
    )
    
    $
    102,852Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (61,463
    )
    
    
    (61,463
    )Foreign currency translation
adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,173
    
    
    
    
    
    
    
    1,173Unrealized gain from pension plan,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    941
    
    
    
    
    
    
    
    941Unrealized gain from cash flow
hedge, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,431
    
    
    
    
    
    
    
    6,431Issuance of restricted stock, net of
forfeitures
    
    
    589
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Repurchase of common stock
    
    
    (772
    )
    
    
    (7
    )
    
    
    (2,035
    )
    
    
    
    
    
    
    
    
    
    
    (2,042
    )Compensation related to share-based
grants
    
    
    
    
    
    
    
    
    
    
    2,922
    
    
    
    
    
    
    
    
    
    
    
    2,922Balance, January 2, 2010
    
    
    32,179
    
    
    $
    322
    
    
    $
    145,035
    
    
    $
    (8,375
    )
    
    $
    (86,162
    )
    
    $
    50,820
  42




---



##### Table of Contents



BLUELINX HOLDINGS INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation and Background
 Basis of Presentation
  Nature of Operations
  Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal YearEnded
    
    
    Ended
    
    
    EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007(Dollars in millions)Sales by categoryStructural products
    
    $
    738
    
    
    $
    1,422
    
    
    $
    2,098Specialty products
    
    
    948
    
    
    
    1,412
    
    
    
    1,802Unallocated allowances
and adjustments
    
    
    (40
    )
    
    
    (54
    )
    
    
    (66
    )Total sales
    
    $
    1,646
    
    
    $
    2,780
    
    
    $
    3,834
 Suppliers
    43




---



##### Table of Contents



2. Summary of Significant Accounting Policies
 Revenue Recognition
   
    
    We are the primary obligor responsible for fulfillment and all other aspects of the
customer relationship.
 
    
    Title passes to BlueLinx and we carry all risk of loss related to warehouse and reload
inventory and inventory shipped directly from vendors to our customers.
 
    
    We are responsible for all product returns.
 
    
    We control the selling price for all channels.
 
    
    We select the supplier.
 
    
    We bear all credit risk.
    44




---



##### Table of Contents



Cash and Cash Equivalents
  Restricted Cash
   At January 2,
    
    
    At January 3,2010
    
    
    2009Cash in escrow:Mortgage
    
    $
    19,415
    
    
    $
    9,119Insurance
    
    
    9,411
    
    
    
    Interest rate swap
    
    
    6,690
    
    
    
    13,590Other
    
    
    2,008
    
    
    
    2,810Total
    
    $
    37,524
    
    
    $
    25,519
  Concentrations of Credit Risk
  Allowance for Doubtful Accounts and Related Reserves
  Inventory Valuation
   45




---



##### Table of Contents



Consignment Inventory
  Consideration Received from Vendors and Paid to Customers
   Shipping and Handling
  Advertising Costs
  Earnings per Common Share
   46




---



##### Table of Contents



Common Stock Dividends
  Property and Equipment
     47




---



##### Table of Contents



Impairment of Long-Lived Assets
       Intangible Assets with Definite Useful Lives
  Useful
    
    
    Gross
    
    
    Accumulated
    
    
    Net CarryingLives (yrs)
    
    
    Carrying Amount
    
    
    Amortization
    
    
    Amount(In thousands)Intangible assets:Customer relationships
    
    
    6.0
    
    
    $
    8,201
    
    
    $
    (7,282
    )
    
    $
    919Internally Developed Software
    
    
    3.0
    
    
    
    4,113
    
    
    
    (4,113
    )
    
    
    Trade names
    
    
    1.0
    
    
    
    279
    
    
    
    (279
    )
    
    
    Non-compete agreements
    
    
    3.3
    
    
    
    230
    
    
    
    (217
    )
    
    
    13$
    12,823
    
    
    $
    (11,891
    )
    
    $
    932
  48




---



##### Table of Contents



Useful
    
    
    Gross
    
    
    Accumulated
    
    
    Net CarryingLives (yrs)
    
    
    Carrying Amount
    
    
    Amortization
    
    
    Amount(In thousands)Intangible assets:Customer relationships
    
    
    6.0
    
    
    $
    8,201
    
    
    $
    (5,909
    )
    
    $
    2,292Internally developed software
    
    
    3.0
    
    
    
    4,113
    
    
    
    (4,113
    )
    
    
    Supply agreement
    
    
    6.0
    
    
    
    5,329
    
    
    
    (4,134
    )
    
    
    1,195Trade names
    
    
    1.0
    
    
    
    279
    
    
    
    (279
    )
    
    
    Non-compete agreements
    
    
    3.3
    
    
    
    230
    
    
    
    (174
    )
    
    
    56$
    18,152
    
    
    $
    (14,609
    )
    
    $
    3,543
   (In thousands)For fiscal 2010
    
    $
    617For fiscal 2011
    
    $
    200For fiscal 2012
    
    $
    115For fiscal 2013
    
    $
    For fiscal 2014
    
    $
    
 Stock-Based Compensation
  Shareholders Equity
  Income Taxes
   49




---



##### Table of Contents



Foreign Currency Translation
  Derivatives
  Compensated Absences
  Use of Estimates
  New Accounting Standards
    50




---



##### Table of Contents



3. Restructuring Charges
   2007 Facility Consolidation and Severance Costs
   51




---



##### Table of Contents



Balance at January 3, 2009
    
    $
    12,340Assumption changes
    
    
    775Payments
    
    
    (2,135
    )Accretion of discount used to calculate liability
    
    
    775Balance at January 2, 2010
    
    $
    11,755
 2008 Facility Consolidation and Severance Costs
   Facility
    
    
    SeveranceConsolidation
    
    
    Costs
    
    
    TotalBalance at January 3, 2009
    
    $
    1,792
    
    
    $
    512
    
    
    $
    2,304Assumption changes
    
    
    (195
    )
    
    
    
    
    
    
    (195
    )Payments
    
    
    (1,130
    )
    
    
    (512
    )
    
    
    (1,642
    )Sublease income
    
    
    80
    
    
    
    
    
    
    
    80Accretion of liability
    
    
    98
    
    
    
    
    
    
    
    98Balance at January 2, 2010
    
    $
    645
    
    
    $
    
    
    
    $
    645
 2009 Facility Consolidations and Severance Costs
   Facility
    
    
    SeveranceConsolidation
    
    
    Costs
    
    
    TotalBalance at January 3, 2009
    
    $
    
    
    
    $
    
    
    
    $
    Charges
    
    
    731
    
    
    
    1,813
    
    
    
    2,544Assumption changes
    
    
    (88
    )
    
    
    
    
    
    
    (88
    )Payments
    
    
    (95
    )
    
    
    (1,662
    )
    
    
    (1,757
    )Accretion of liability
    
    
    23
    
    
    
    
    
    
    
    23Balance at January 2, 2010
    
    $
    571
    
    
    $
    151
    
    
    $
    722
  52




---



##### Table of Contents



4. Assets Held for Sale and Net Gain on Disposition
  5. Income Taxes
  Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal YearEnded
    
    
    Ended
    
    
    EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007(In thousands)Federal income taxes:Current
    
    $
    (19,800
    )
    
    $
    (12,736
    )
    
    $
    (7,420
    )Deferred
    
    
    18,475
    
    
    
    (2,149
    )
    
    
    (7,627
    )State income taxes:Current
    
    
    (263
    )
    
    
    (973
    )
    
    
    (1,106
    )Deferred
    
    
    5,745
    
    
    
    (786
    )
    
    
    (2,012
    )Foreign income taxes:Current
    
    
    407
    
    
    
    210
    
    
    
    975Deferred
    
    
    
    
    
    
    
    
    
    
    113Provision for
(benefit from)
income taxes
    
    $
    4,564
    
    
    $
    (16,434
    )
    
    $
    (17,077
    )
  Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal YearEnded
    
    
    Ended
    
    
    EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007(In thousands)Benefit from income taxes computed at
the federal statutory tax rate
    
    $
    (19,912
    )
    
    $
    (16,893
    )
    
    $
    (15,758
    )Benefit from state income taxes, net
of federal benefit
    
    
    (2,276
    )
    
    
    (1,706
    )
    
    
    (1,579
    )Valuation allowance change
    
    
    25,864
    
    
    
    1,179
    
    
    
    Other
    
    
    888
    
    
    
    986
    
    
    
    260Provision for (benefit from) income
taxes
    
    $
    4,564
    
    
    $
    (16,434
    )
    
    $
    (17,077
    )
   53




---



##### Table of Contents




    
    taxable income in prior carryback years, if carryback is permitted under the tax law;
 
    
    future reversals of existing taxable temporary differences
 
    
    tax planning strategies; and
 
    
    future taxable income exclusive of reversing temporary differences and carryforwards.
     54




---



##### Table of Contents



January 2,
    
    
    January 3,2010
    
    
    2009(In thousands)Deferred income tax assets:Inventory reserves
    
    $
    3,452
    
    
    $
    4,484Compensation-related accruals
    
    
    5,435
    
    
    
    4,927Accruals and reserves
    
    
    679
    
    
    
    813Accounts receivable
    
    
    2,045
    
    
    
    3,498Restructuring costs
    
    
    5,056
    
    
    
    5,506Derivatives
    
    
    3,440
    
    
    
    5,118Pension
    
    
    6,039
    
    
    
    6,616Benefit from NOL carryovers (1)
    
    
    6,234
    
    
    
    5,355Other
    
    
    499
    
    
    
    525Total gross deferred income tax assets
    
    
    32,879
    
    
    
    36,842Less: Valuation allowances
    
    
    (27,226
    )
    
    
    (1,362
    )Total net deferred income tax assets
    
    $
    5,653
    
    
    $
    35,480Deferred income tax liabilities:Intangible assets
    
    
    (87
    )
    
    
    (1,006
    )Property and equipment
    
    
    (3,979
    )
    
    
    (3,374
    )Pension
    
    
    
    
    
    
    Other
    
    
    (1,587
    )
    
    
    (1,764
    )Total deferred income tax liabilities
    
    
    (5,653
    )
    
    
    (6,144
    )Deferred income tax assets, net
    
    $
    
    
    
    $
    29,336
 
 (1)
    
    Our federal and state NOL carryovers will expire over 3 to 20 years.  Fiscal Year
    
    
    Fiscal YearEnded
    
    
    EndedJanuary 2,
    
    
    January 3,2010
    
    
    2009Balance at beginning of the year
    
    $
    1,362
    
    
    $
    Valuation allowance provided for taxes related to:Loss before income taxes
    
    
    (3,472
    )
    
    
    Effect of a change in judgment
    
    
    29,336
    
    
    
    1,362Balance at end of the year
    
    $
    27,226
    
    
    $
    1,362
  55




---



##### Table of Contents



(In thousands)Balance at December 31, 2006
    
    $
    111Increases related to current year tax positions
    
    
    57Additions for tax positions in prior years
    
    
    Reductions for tax positions in prior years
    
    
    Settlements
    
    
    (18
    )Balance at December 29, 2007
    
    $
    150Increases related to current year tax positions
    
    
    63Additions for tax positions in prior years
    
    
    48Reductions for tax positions in prior years
    
    
    Settlements
    
    
    Balance at January 3, 2009
    
    $
    261Increases related to current year tax positions
    
    
    526Additions for tax positions in prior years
    
    
    Reductions for tax positions in prior years
    
    
    (25
    )Settlements
    
    
    (23
    )Balance at January 2, 2010
    
    $
    739
   6. Receivables
   Beginning
    
    
    Expense/
    
    
    Write offs and
    
    
    EndingBalance
    
    
    (Income)
    
    
    Other, Net
    
    
    Balance(In thousands)Fiscal 2007Allowance for
doubtful accounts
and related
reserves
    
    $
    7,736
    
    
    $
    6,975
    
    
    $
    (4,175
    )
    
    $
    10,536Fiscal 2008Allowance for
doubtful accounts
and related
reserves
    
    $
    10,536
    
    
    $
    5,764
    
    
    $
    (6,186
    )
    
    $
    10,114Fiscal 2009Allowance for
doubtful accounts
and related
reserves
    
    $
    10,114
    
    
    $
    3,879
    
    
    $
    (5,606
    )
    
    $
    8,387
  56




---



##### Table of Contents



7. Stock-Based Compensation
          57




---



##### Table of Contents



Performance-
    
    
    Performance-Time-Based
    
    
    Based
    
    
    BasedOptions(1)
    
    
    Options(2)
    
    
    Options(3)Risk free interest rate
    
    
    2.70
    %
    
    
    2.62
    %
    
    
    2.11
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected life
    
    6 years
    
    
    4 years
    
    
    1 yearExpected volatility
    
    
    48
    %
    
    
    48
    %
    
    
    48
    %Weighted average fair value
    
    $
    2.27
    
    
    $
    0.67
    
    
    $
    1.31
 
 (1)
    
    Exercise price equaled the market price at date of grant.(2)
    
    Exercise price exceeded the market price at date of grant.(3)
    
    Exercise price was less than the market price at date of grant (the
date the performance criteria were established is considered the grant
date for accounting purposes).  Performance-Time-Based
    
    
    Time-Based
    
    
    BasedOptions(1)
    
    
    Options(2)
    
    
    Options(3)Risk free interest rate
    
    
    4.78
    %
    
    
    4.81
    %
    
    
    5.09
    %Expected dividend yield
    
    
    4.46
    %
    
    
    4.52
    %
    
    
    4.52
    %Expected life
    
    7 years
    
    
    5 years
    
    
    1 yearExpected volatility
    
    
    45
    %
    
    
    45
    %
    
    
    45
    %Weighted average fair value
    
    $
    3.77
    
    
    $
    2.83
    
    
    $
    6.97
 
 (1)
    
    Exercise price equaled market price at date of grant.(2)
    
    Exercise price exceeded the market price at date of grant.(3)
    
    Exercise price was less than the market price at date of grant (the date the performance
criteria were established is considered the grant date for accounting purposes).   58




---



##### Table of Contents



WeightedAverageExerciseShares
    
    
    PriceOptions outstanding at December 30, 2006
    
    
    1,717,531
    
    
    $
    11.47Options granted
    
    
    160,375
    
    
    
    8.58Options exercised
    
    
    (132,230
    )
    
    
    3.75Options forfeited
    
    
    (184,053
    )
    
    
    11.16Options expired
    
    
    (71,328
    )
    
    
    3.75Options outstanding at December 29, 2007
    
    
    1,490,295
    
    
    
    12.24Options granted
    
    
    798,884
    
    
    
    4.64Options exercised
    
    
    (113,138
    )
    
    
    3.75Options forfeited
    
    
    (693,815
    )
    
    
    12.50Options expired
    
    
    ( 443,711
    )
    
    
    13.07Options outstanding at January 3, 2009
    
    
    1,038,515
    
    
    
    6.78Options granted
    
    
    
    
    
    
    Options exercised
    
    
    
    
    
    
    Options forfeited
    
    
    (30,268
    )
    
    
    13.67Options expired
    
    
    ( 79,932
    )
    
    
    9.39Options outstanding at January 2, 2010
    
    
    928,315
    
    
    
    6.34Options exercisable at January 2, 2010
    
    
    371,488
    
    
    $
    7.43
 Outstanding
    
    
    ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Remaining
    
    
    
    
    
    
    Average
    
    
    RemainingNumber of
    
    
    Exercise
    
    
    Contractual Life
    
    
    Number of
    
    
    Exercise
    
    
    Contractual LifePrice Range
    
    Options
    
    
    Price
    
    
    (in Years)
    
    
    Options
    
    
    Price
    
    
    (in Years)$4.66
    
    
    750,000
    
    
    $
    4.66
    
    
    
    8.2
    
    
    
    250,000
    
    
    $
    4.66
    
    
    
    8.2$10.29-$14.01
    
    
    178,315
    
    
    $
    13.41
    
    
    
    6.3
    
    
    
    121,488
    
    
    $
    13.13
    
    
    
    6.2928,315
    
    
    
    
    
    
    
    
    
    
    
    371,488
  Performance Shares
    
    
    Restricted Stock
    
    
    Restricted Stock UnitsWeighted
    
    
    
    
    
    
    WeightedNumber of
    
    
    Average Fair
    
    
    Number of
    
    
    Average FairAwards
    
    
    Value
    
    
    Awards
    
    
    Value
    
    
    Number of Awards (1)Outstanding at December 30, 2006
    
    
    
    
    
    $
    
    
    
    
    147,412
    
    
    $
    13.99
    
    
    
    119,250Granted
    
    
    245,025
    
    
    
    10.46
    
    
    
    218,063
    
    
    
    10.50
    
    
    
    99,325Vested
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (20,306
    )
    
    
    10.46
    
    
    
    (34,635
    )
    
    
    12.18
    
    
    
    (30,450
    )Outstanding at December 29, 2007
    
    
    224,719
    
    
    
    10.46
    
    
    
    330,840
    
    
    
    11.89
    
    
    
    188,125Granted
    
    
    834,071
    
    
    
    3.73
    
    
    
    1,396,609
    
    
    
    4.36
    
    
    
    Vested
    
    
    
    
    
    
    
    
    
    
    (166,604
    )
    
    
    5.05
    
    
    
    Forfeited
    
    
    (766,484
    )
    
    
    5.68
    
    
    
    (359,557
    )
    
    
    6.81
    
    
    
    (23,425
    )Outstanding at January 3, 2009
    
    
    292,306
    
    
    
    3.79
    
    
    
    1,201,288
    
    
    
    5.62
    
    
    
    164,700Granted
    
    
    
    
    
    
    
    
    
    
    681,151
    
    
    
    2.64
    
    
    
    Vested
    
    
    
    
    
    
    
    
    
    
    (250,000
    )
    
    
    4.86
    
    
    
    Forfeited
    
    
    (111,701
    )
    
    
    3.82
    
    
    
    (93,310
    )
    
    
    5.58
    
    
    
    (20,150
    )Outstanding at January 2, 2010
    
    
    180,605
    
    
    $
    3.78
    
    
    
    1,539,129
    
    
    $
    4.42
    
    
    
    144,550
 
 (1)
    
    As these awards will be settled in cash, the fair value of the restricted stock units is
marked-to-market each reporting period through the date of settlement. On January 2, 2010, the
fair value of these awards was based on the closing price of our common stock of $2.77.  59




---



##### Table of Contents



8. Employee Benefits
 Defined Benefit Pension Plans
   January 2,
    
    
    January 3,2010
    
    
    2009(In thousands)Change in projected benefit obligation:Projected benefit obligation at beginning of period
    
    $
    72,015
    
    
    $
    70,471Service cost
    
    
    1,808
    
    
    
    2,245Interest cost
    
    
    4,511
    
    
    
    4,435Actuarial loss
    
    
    4,844
    
    
    
    71Curtailment
    
    
    
    
    
    
    (913
    )Benefits paid
    
    
    (3,678
    )
    
    
    (4,294
    )Projected benefit obligation at end of period
    
    
    79,500
    
    
    
    72,015Change in plan assets:Fair value of assets at beginning of period
    
    $
    55,049
    
    
    $
    72,318Actual return (loss) on plan assets
    
    
    10,192
    
    
    
    (20,475
    )Employer contributions
    
    
    
    
    
    
    7,500Benefits paid
    
    
    (3,678
    )
    
    
    (4,294
    )Fair value of assets at end of period
    
    
    61,563
    
    
    
    55,049Unfunded Status of Plan
    
    $
    (17,937
    )
    
    $
    (16,966
    )
   60




---



##### Table of Contents



January 2,
    
    
    January 3,2010
    
    
    2009(In thousands)Funded status
    
    $
    (17,937
    )
    
    $
    (16,966
    )Unrecognized prior service cost
    
    
    3
    
    
    
    4Unrecognized actuarial loss
    
    
    13,231
    
    
    
    14,772Net amount recognized
    
    $
    (4,703
    )
    
    $
    (2,190
    )Amounts recognized on the balance sheet consist of:Accrued pension liability
    
    
    (17,937
    )
    
    
    (16,966
    )Accumulated other comprehensive loss (pre-tax)
    
    
    13,234
    
    
    
    14,776Net amount recognized
    
    $
    (4,703
    )
    
    $
    (2,190
    )
    Fiscal Year Ended
    
    
    Fiscal Year Ended
    
    
    Fiscal Year EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007(In thousands)Service cost
    
    $
    1,808
    
    
    $
    2,245
    
    
    $
    2,506Interest cost on projected benefit obligation
    
    
    4,511
    
    
    
    4,435
    
    
    
    4,216Expected return on plan assets
    
    
    (4,531
    )
    
    
    (6,002
    )
    
    
    (5,424
    )Amortization of unrecognized loss (gain)
    
    
    723
    
    
    
    (365
    )
    
    
    Amortization of unrecognized prior service cost
    
    
    
    
    
    
    2
    
    
    
    1Net periodic pension cost
    
    $
    2,511
    
    
    $
    315
    
    
    $
    1,299
  January 2,
    
    
    January 3,2010
    
    
    2009Projected benefit obligation:Discount rate
    
    
    6.11
    %
    
    
    6.42
    %Average rate of increase in future compensation levels
    
    
    4.00
    %
    
    
    4.00
    %Net periodic pension costDiscount rate
    
    
    6.42
    %
    
    
    6.45
    %Average rate of increase in future compensation levels
    
    
    4.00
    %
    
    
    4.00
    %Expected long-term rate of return on plan assets
    
    
    8.50
    %
    
    
    8.50
    %
  Determination of expected long-term rate of return
   61




---



##### Table of Contents



January 2,
    
    
    January 3,Asset Category
    
    2010
    
    
    2009Equity securities  domestic
    
    
    53
    %
    
    
    52
    %Equity securities  international
    
    
    14
    %
    
    
    13
    %Fixed income
    
    
    32
    %
    
    
    21
    %Other (1)
    
    
    1
    %
    
    
    14
    %Total
    
    
    100
    %
    
    
    100
    %
 
 (1)
    
    At January 3, 2009 Other represents cash contributed on January 3, 2009.  Asset Category
    
    Level 1Equity securities  domestic
    
    $
    29,528Equity securities  international
    
    
    8,499Fixed income
    
    
    19,870Other
    
    
    3,666Total
    
    $
    61,563
  Investment policy and strategy
   Fiscal Year Ending
    
    (In thousands)January 1, 2011
    
    $
    3,782December 31, 2011
    
    
    3,967December 29, 2012
    
    
    4,125December 28, 2013
    
    
    4,444January 3, 2015
    
    
    4,655January 2, 2016- December 29, 2018
    
    $
    28,577
   62




---



##### Table of Contents



Defined Contribution Plans
  9. Inventory Reserve Accounts
  Beginning
    
    
    
    
    
    
    Write-offs and
    
    
    EndingBalance
    
    
    Expense
    
    
    Other, net
    
    
    BalanceFiscal 2007Obsolescence/damaged inventory reserve
    
    $
    5,062
    
    
    $
    1,570
    
    
    $
    (2,268
    )
    
    $
    4,364Lower of cost or market reserve
    
    $
    
    
    
    $
    125
    
    
    $
    (104
    )
    
    $
    21Fiscal 2008Obsolescence/damaged inventory reserve
    
    $
    4,364
    
    
    $
    1,892
    
    
    $
    (2,225
    )
    
    $
    4,031Lower of cost or market reserve
    
    $
    21
    
    
    $
    3,400
    
    
    $
    (21
    )
    
    $
    3,400Fiscal 2009Obsolescence/damaged inventory reserve
    
    $
    4,031
    
    
    $
    909
    
    
    $
    (2,367
    )
    
    $
    2,573Lower of cost or market reserve
    
    $
    3,400
    
    
    $
    419
    
    
    $
    (3,819
    )
    
    $
    
 10. Revolving Credit Facility
     63




---



##### Table of Contents



11. Mortgage
    2011
    
    $
    1,1902012
    
    
    3,0542013
    
    
    3,3092014
    
    
    3,5292015
    
    
    3,763Thereafter
    
    
    270,824
 12. Derivatives
    64




---



##### Table of Contents



Balance at January 3, 2009
    
    $
    13,229Unrealized losses in accumulated other comprehensive loss
    
    
    1,429Charges associated with ineffective interest rate swap recorded to interest expense
    
    
    (11,983
    )Balance at January 2, 2010
    
    $
    2,675
 13. Fair Value Measurements
     65




---



##### Table of Contents



Fair value at January 3, 2009
    
    $
    (13,229
    )Unrealized gains included in earnings, net
    
    
    5,734Unrealized losses in accumulated other comprehensive loss
    
    
    (1,429
    )Fair value at January 2, 2010
    
    $
    (8,924
    )
   14. Related Party Transactions
  15. Commitments and Contingencies
 Self-Insurance
  Operating Leases
   66




---



##### Table of Contents



2010
    
    $
    6,3822011
    
    
    5,3242012
    
    
    4,7092013
    
    
    4,5322014
    
    
    4,511Thereafter
    
    
    18,158Total
    
    $
    43,616
  Environmental and Legal Matters
  Collective Bargaining Agreements
  16. Subsequent Events
  17. Accumulated Other Comprehensive Loss
    67




---



##### Table of Contents



Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal YearEnded
    
    
    Ended
    
    
    EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007Foreign currency translation adjustment, net of tax
    
    $
    1,450
    
    
    $
    279
    
    
    $
    2,877Unrealized net (loss) gain from pension
plan, net of tax
    
    
    (8,220
    )
    
    
    (9,158
    )
    
    
    6,839Unrealized loss from cash flow hedge, net of tax
    
    
    (1,605
    )
    
    
    (8,041
    )
    
    
    (4,290
    )Accumulated other comprehensive (loss) income
    
    $
    (8,375
    )
    
    $
    (16,920
    )
    
    $
    5,426
 18. Unaudited Selected Quarterly Financial Data
 First Quarter
    
    
    Second Quarter
    
    
    Third Quarter
    
    
    Fourth QuarterThree
    
    
    Three
    
    
    Three
    
    
    Three
    
    
    Three
    
    
    Three
    
    
    Three
    
    
    ThreeMonths
    
    
    Months
    
    
    Months
    
    
    Months
    
    
    Months
    
    
    Months
    
    
    Months
    
    
    MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    EndedApril 4,
    
    
    March 29,
    
    
    July 4,
    
    
    June 29,
    
    
    October 3,
    
    
    September 27,
    
    
    January 2,
    
    
    January 3,2009 (a)
    
    
    2008 (b)
    
    
    2009 (c)
    
    
    2008 (d)
    
    
    2009(e)
    
    
    2008(f)
    
    
    2010 (g)
    
    
    2009 (h)(In thousands, except per share amounts)Net sales
    
    $
    407,111
    
    
    $
    716,760
    
    
    $
    423,526
    
    
    $
    834,669
    
    
    $
    449,363
    
    
    $
    726,756
    
    
    $
    366,108
    
    
    $
    501,514Gross profit
    
    
    44,276
    
    
    
    77,803
    
    
    
    48,300
    
    
    
    107,435
    
    
    
    55,305
    
    
    
    83,249
    
    
    
    45,280
    
    
    
    46,446Operating expenses:Selling, general and
administrative
    
    
    56,587
    
    
    
    78,637
    
    
    
    54,015
    
    
    
    79,827
    
    
    
    55,396
    
    
    
    70,617
    
    
    
    52,460
    
    
    
    64,064Net gain from
terminating the
Georgia-Pacific Supply
Agreement
    
    
    
    
    
    
    
    
    
    
    (17,351
    )
    
    
    
    
    
    
    (203
    )
    
    
    
    
    
    
    (218
    )
    
    
    Gain from sale of
properties
    
    
    
    
    
    
    
    
    
    
    (4,237
    )
    
    
    
    
    
    
    (169
    )
    
    
    
    
    
    
    (5,990
    )
    
    
    (1,936
    )Restructuring and
other charges
    
    
    1,078
    
    
    
    1,998
    
    
    
    1,074
    
    
    
    1,400
    
    
    
    
    
    
    
    3,176
    
    
    
    
    
    
    
    5,620Depreciation and
amortization
    
    
    5,030
    
    
    
    4,968
    
    
    
    4,241
    
    
    
    5,103
    
    
    
    3,882
    
    
    
    4,940
    
    
    
    3,831
    
    
    
    5,508Operating (loss) income
    
    
    (18,419
    )
    
    
    (7,800
    )
    
    
    10,558
    
    
    
    21,105
    
    
    
    (3,601
    )
    
    
    4,516
    
    
    
    (4,803
    )
    
    
    (26,810
    )Non-operating expenses:Interest expense
    
    
    8,117
    
    
    
    9,354
    
    
    
    7,890
    
    
    
    9,385
    
    
    
    7,987
    
    
    
    8,791
    
    
    
    7,846
    
    
    
    9,149Changes associated
with ineffective
interest rate swap,
net
    
    
    4,832
    
    
    
    
    
    
    
    1,078
    
    
    
    
    
    
    
    1,431
    
    
    
    
    
    
    
    (1,089
    )
    
    
    Prepayment fees
associated with
principal payments on
mortgage
    
    
    
    
    
    
    
    
    
    
    616
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,868Write-off of debt
issue costs
    
    
    1,407
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other (income) expense
    
    
    (157
    )
    
    
    130
    
    
    
    315
    
    
    
    190
    
    
    
    324
    
    
    
    65
    
    
    
    37
    
    
    
    216(Benefit from)
provision for income
taxes
    
    
    (1,301
    )
    
    
    (6,693
    )
    
    
    31
    
    
    
    4,931
    
    
    
    120
    
    
    
    (1,746
    )
    
    
    (23,622
    )
    
    
    (14,105
    )Tax valuation allowance
    
    
    29,336
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,179Net (loss) income
    
    $
    (60,653
    )
    
    $
    (10,591
    )
    
    $
    628
    
    
    $
    6,599
    
    
    $
    (13,463
    )
    
    $
    (2,594
    )
    
    $
    12,025
    
    
    $
    (25,117
    )Basic net (loss)
income per share
applicable to common
shares
    
    $
    (1.95
    )
    
    $
    (0.34
    )
    
    $
    0.02
    
    
    $
    0.20
    
    
    $
    (0.44
    )
    
    $
    (0.08
    )
    
    $
    0.37
    
    
    $
    (0.81
    )Diluted net (loss)
income per share
applicable to common
shares
    
    $
    (1.95
    )
    
    $
    (0.34
    )
    
    $
    0.02
    
    
    $
    0.20
    
    
    $
    (0.44
    )
    
    $
    (0.08
    )
    
    $
    0.37
    
    
    $
    (0.81
    )
  68




---



##### Table of Contents



(a)
    
    During the three months ended April 4, 2009, basic and diluted weighted average shares were
31,083,451. Total share-based awards of 2,748,826 were excluded from our diluted earnings per
share calculation because they were anti-dilutive.(b)
    
    During the three months ended March 29, 2008, basic and diluted weighted average shares were
30,927,815. Total share-based awards of 2,595,279 were excluded from our diluted earnings per
share calculation because they were anti-dilutive.(c)
    
    During the three months ended July 4, 2009, basic and diluted weighted average shares were
32,565,601 and 32,663,997, respectively. Total share-based awards of 928,315 were excluded
from our diluted earnings per share calculation because they were anti-dilutive.(d)
    
    During the three months ended June 29, 2008, basic and diluted weighted average shares were
32,408,620 and 32,497,620, respectively. Total share-based awards of 1,333,382 were excluded
from our diluted earnings per share calculation because they were anti-dilutive.(e)
    
    During the three months ended October 3, 2009, basic and diluted weighted average shares were
30,948,318. Total share-based awards of 2,671,158 were excluded from our diluted earnings per
share calculation because they were anti-dilutive.(f)
    
    During the three months ended September 27, 2008, basic and diluted weighted average shares
were 31,150,522. Total share-based awards of 2,755,105 were excluded from our diluted
earnings per share calculation because they were anti-dilutive.(g)
    
    During the three months ended January 2, 2010, basic and diluted weighted average shares were
32,550,129 and 32,666,189, respectively. Total share-based awards of 928,315 were excluded
from our diluted earnings per share calculation because they were anti-dilutive.(h)
    
    During the three months ended January 3, 2009, basic and diluted weighted average shares were
31,163,973. Total share-based awards of 2,532,109 were excluded from our diluted earnings per
share calculation because they were anti-dilutive. 19. Supplemental Condensed Consolidating Financial Statements
   69




---



##### Table of Contents



BlueLinxBlueLinx
    
    
    Corporation
    
    
    LLCHoldings
    
    
    and Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    1,646,108
    
    
    $
    29,916
    
    
    $
    (29,916
    )
    
    $
    1,646,108Cost of sales
    
    
    
    
    
    
    1,452,947
    
    
    
    
    
    
    
    
    
    
    
    1,452,947Gross profit
    
    
    
    
    
    
    193,161
    
    
    
    29,916
    
    
    
    (29,916
    )
    
    
    193,161Operating expenses (income):Selling, general and administrative
    
    
    5,809
    
    
    
    244,378
    
    
    
    (10,057
    )
    
    
    (29,916
    )
    
    
    210,214Net gain from terminating the Georgia-Pacific supply agreement
    
    
    
    
    
    
    (17,772
    )
    
    
    
    
    
    
    
    
    
    
    (17,772
    )Depreciation and amortization
    
    
    
    
    
    
    13,060
    
    
    
    3,924
    
    
    
    
    
    
    
    16,984Total operating expenses (income)
    
    
    5,809
    
    
    
    239,666
    
    
    
    (6,133
    )
    
    
    (29,916
    )
    
    
    209,426Operating (loss) income
    
    
    (5,809
    )
    
    
    (46,505
    )
    
    
    36,049
    
    
    
    
    
    
    
    (16,265
    )Non-operating expenses:Interest expense
    
    
    
    
    
    
    13,223
    
    
    
    19,233
    
    
    
    
    
    
    
    32,456Charges associated with ineffective
interest rate swap
    
    
    
    
    
    
    6,252
    
    
    
    
    
    
    
    
    
    
    
    6,252Write-off of debt issuance costs
    
    
    
    
    
    
    1,407
    
    
    
    
    
    
    
    
    
    
    
    1,407Other expense (income), net
    
    
    
    
    
    
    767
    
    
    
    (248
    )
    
    
    
    
    
    
    519(Loss) income before (benefit from)
provision for income taxes
    
    
    (5,809
    )
    
    
    (68,154
    )
    
    
    17,064
    
    
    
    
    
    
    
    (56,899
    )(Benefit from) provision for income taxes
    
    
    (2,261
    )
    
    
    170
    
    
    
    6,655
    
    
    
    
    
    
    
    4,564Equity in (loss) income of subsidiaries
    
    
    (57,915
    )
    
    
    
    
    
    
    
    
    
    
    57,915
    
    
    
    Net (loss) income
    
    $
    (61,463
    )
    
    $
    (68,324
    )
    
    $
    10,409
    
    
    $
    57,915
    
    
    $
    (61,463
    )
  BlueLinxBlueLinx
    
    
    Corporation
    
    
    LLCHoldings Inc.
    
    
    and Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    2,779,699
    
    
    $
    30,470
    
    
    $
    (30,470
    )
    
    $
    2,779,699Cost of sales
    
    
    
    
    
    
    2,464,766
    
    
    
    
    
    
    
    
    
    
    
    2,464,766Gross profit
    
    
    
    
    
    
    314,933
    
    
    
    30,470
    
    
    
    (30,470
    )
    
    
    314,933Operating expenses:Selling, general and administrative
    
    
    4,191
    
    
    
    329,199
    
    
    
    483
    
    
    
    (30,470
    )
    
    
    303,403Depreciation and amortization
    
    
    
    
    
    
    16,180
    
    
    
    4,339
    
    
    
    
    
    
    
    20,519Total operating expenses
    
    
    4,191
    
    
    
    345,379
    
    
    
    4,822
    
    
    
    (30,470
    )
    
    
    323,922Operating (loss) income
    
    
    (4,191
    )
    
    
    (30,446
    )
    
    
    25,648
    
    
    
    
    
    
    
    (8,989
    )Non-operating expenses:Interest expense
    
    
    
    
    
    
    16,765
    
    
    
    21,782
    
    
    
    
    
    
    
    38,547Other expense (income), net
    
    
    
    
    
    
    720
    
    
    
    (119
    )
    
    
    
    
    
    
    601(Loss) income before (benefit from)
provision for income taxes
    
    
    (4,191
    )
    
    
    (47,931
    )
    
    
    3,985
    
    
    
    
    
    
    
    (48,137
    )(Benefit from) provision for income
taxes
    
    
    (1,222
    )
    
    
    (16,766
    )
    
    
    1,554
    
    
    
    
    
    
    
    (16,434
    )Equity in loss of subsidiaries
    
    
    (28,734
    )
    
    
    
    
    
    
    
    
    
    
    28,734
    
    
    
    Net (loss) income
    
    $
    (31,703
    )
    
    $
    (31,165
    )
    
    $
    2,431
    
    
    $
    28,734
    
    
    $
    (31,703
    )
  70




---



##### Table of Contents



BlueLinxBlueLinx
    
    
    Corporation
    
    
    LLCHoldings Inc.
    
    
    and Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    3,833,910
    
    
    $
    30,470
    
    
    $
    (30,470
    )
    
    $
    3,833,910Cost of sales
    
    
    
    
    
    
    3,441,964
    
    
    
    
    
    
    
    
    
    
    
    3,441,964Gross profit
    
    
    
    
    
    
    391,946
    
    
    
    30,470
    
    
    
    (30,470
    )
    
    
    391,946Operating expenses:Selling, general and administrative
    
    
    1,198
    
    
    
    401,528
    
    
    
    498
    
    
    
    (30,470
    )
    
    
    372,754Depreciation and amortization
    
    
    
    
    
    
    16,680
    
    
    
    4,244
    
    
    
    
    
    
    
    20,924Total operating expenses
    
    
    1,198
    
    
    
    418,208
    
    
    
    4,742
    
    
    
    (30,470
    )
    
    
    393,678Operating (loss) income
    
    
    (1,198
    )
    
    
    (26,262
    )
    
    
    25,728
    
    
    
    
    
    
    
    (1,732
    )Non-operating expenses:Interest expense
    
    
    
    
    
    
    24,091
    
    
    
    19,569
    
    
    
    
    
    
    
    43,660Other income, net
    
    
    
    
    
    
    (111
    )
    
    
    (259
    )
    
    
    
    
    
    
    (370
    )(Loss) income before (benefit from)
provision for income taxes
    
    
    (1,198
    )
    
    
    (50,242
    )
    
    
    6,418
    
    
    
    
    
    
    
    (45,022
    )(Benefit from) provision for income
taxes
    
    
    (471
    )
    
    
    (19,128
    )
    
    
    2,522
    
    
    
    
    
    
    
    (17,077
    )Equity in loss of subsidiaries
    
    
    (27,218
    )
    
    
    
    
    
    
    
    
    
    
    27,218
    
    
    
    Net (loss) income
    
    $
    (27,945
    )
    
    $
    (31,114
    )
    
    $
    3,896
    
    
    $
    27,218
    
    
    $
    (27,945
    )
  71




---



##### Table of Contents



BlueLinxCorporationBlueLinx
    
    
    and
    
    
    LLCHoldings Inc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssets:Current assets:Cash
    
    $
    32
    
    
    $
    29,129
    
    
    $
    296
    
    
    $
    
    
    
    $
    29,457Receivables
    
    
    
    
    
    
    119,347
    
    
    
    
    
    
    
    
    
    
    
    119,347Inventories
    
    
    
    
    
    
    173,185
    
    
    
    
    
    
    
    
    
    
    
    173,185Deferred income tax assets
    
    
    275
    
    
    
    (910
    )
    
    
    
    
    
    
    635
    
    
    
    Other current assets
    
    
    925
    
    
    
    42,172
    
    
    
    1,873
    
    
    
    
    
    
    
    44,970Intercompany receivable
    
    
    63,905
    
    
    
    5,793
    
    
    
    
    
    
    
    (69,698
    )
    
    
    Total current assets
    
    
    65,137
    
    
    
    368,716
    
    
    
    2,169
    
    
    
    (69,063
    )
    
    
    366,959Property and equipment:Land and land improvements
    
    
    
    
    
    
    3,134
    
    
    
    49,487
    
    
    
    
    
    
    
    52,621Buildings
    
    
    
    
    
    
    7,494
    
    
    
    88,651
    
    
    
    
    
    
    
    96,145Machinery and equipment
    
    
    
    
    
    
    69,767
    
    
    
    
    
    
    
    
    
    
    
    69,767Construction in progress
    
    
    
    
    
    
    791
    
    
    
    
    
    
    
    
    
    
    
    791Property and equipment, at cost
    
    
    
    
    
    
    81,186
    
    
    
    138,138
    
    
    
    
    
    
    
    219,324Accumulated depreciation
    
    
    
    
    
    
    (59,030
    )
    
    
    (23,111
    )
    
    
    
    
    
    
    (82,141
    )Property and equipment, net
    
    
    
    
    
    
    22,156
    
    
    
    115,027
    
    
    
    
    
    
    
    137,183Investment in subsidiaries
    
    
    (11,755
    )
    
    
    
    
    
    
    
    
    
    
    11,755
    
    
    
    Non-current deferred income
tax assets
    
    
    
    
    
    
    5,075
    
    
    
    2,227
    
    
    
    (7,302
    )
    
    
    Other non-current assets
    
    
    
    
    
    
    19,016
    
    
    
    23,688
    
    
    
    
    
    
    
    42,704Total assets
    
    $
    53,382
    
    
    $
    414,963
    
    
    $
    143,111
    
    
    $
    (64,610
    )
    
    $
    546,846Liabilities:Current liabilities:Accounts payable
    
    $
    38
    
    
    $
    64,580
    
    
    $
    
    
    
    $
    
    
    
    
    64,618Bank overdrafts
    
    
    
    
    
    
    27,232
    
    
    
    
    
    
    
    
    
    
    
    27,232Accrued compensation
    
    
    16
    
    
    
    4,863
    
    
    
    
    
    
    
    
    
    
    
    4,879Deferred income tax liabilities
    
    
    (635
    )
    
    
    
    
    
    
    
    
    
    
    635
    
    
    
    Other current liabilities
    
    
    
    
    
    
    20,637
    
    
    
    1,871
    
    
    
    
    
    
    
    22,508Intercompany payable
    
    
    3,143
    
    
    
    61,644
    
    
    
    4,911
    
    
    
    (69,698
    )
    
    
    Total current liabilities
    
    
    2,562
    
    
    
    178,956
    
    
    
    6,782
    
    
    
    (69,063
    )
    
    
    119,237Non-current liabilities:Long-term debt
    
    
    
    
    
    
    56,000
    
    
    
    285,669
    
    
    
    
    
    
    
    341,669Non-current deferred income
tax liabilities
    
    
    
    
    
    
    2,524
    
    
    
    4,778
    
    
    
    (7,302
    )
    
    
    Other non-current liabilities
    
    
    
    
    
    
    35,120
    
    
    
    
    
    
    
    
    
    
    
    35,120Total liabilities
    
    
    2,562
    
    
    
    272,600
    
    
    
    297,229
    
    
    
    (76,365
    )
    
    
    496,026Shareholders Equity/Parents
Investment
    
    
    50,820
    
    
    
    142,363
    
    
    
    (154,118
    )
    
    
    11,755
    
    
    
    50,820Total liabilities and equity
    
    $
    53,382
    
    
    $
    414,963
    
    
    $
    143,111
    
    
    $
    (64,610
    )
    
    $
    546,846
  72




---



##### Table of Contents



BlueLinxCorporationBlueLinx
    
    
    and
    
    
    LLCHoldings Inc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssets:Current assets:Cash
    
    $
    32
    
    
    $
    150,259
    
    
    $
    62
    
    
    $
    
    
    
    $
    150,353Receivables
    
    
    
    
    
    
    130,653
    
    
    
    
    
    
    
    
    
    
    
    130,653Inventories
    
    
    
    
    
    
    189,482
    
    
    
    
    
    
    
    
    
    
    
    189,482Deferred income tax assets
    
    
    290
    
    
    
    11,578
    
    
    
    
    
    
    
    
    
    
    
    11,868Other current assets
    
    
    371
    
    
    
    33,678
    
    
    
    73
    
    
    
    
    
    
    
    34,122Intercompany receivable
    
    
    40,146
    
    
    
    6,041
    
    
    
    3,229
    
    
    
    (49,416
    )
    
    
    Total current assets
    
    
    40,839
    
    
    
    521,691
    
    
    
    3,364
    
    
    
    (49,416
    )
    
    
    516,478Property and equipment:Land and land improvements
    
    
    
    
    
    
    3,103
    
    
    
    50,323
    
    
    
    
    
    
    
    53,426Buildings
    
    
    
    
    
    
    7,497
    
    
    
    88,662
    
    
    
    
    
    
    
    96,159Machinery and equipment
    
    
    
    
    
    
    70,491
    
    
    
    
    
    
    
    
    
    
    
    70,491Construction in progress
    
    
    
    
    
    
    2,035
    
    
    
    
    
    
    
    
    
    
    
    2,035Property and equipment, at cost
    
    
    
    
    
    
    83,126
    
    
    
    138,985
    
    
    
    
    
    
    
    222,111Accumulated depreciation
    
    
    
    
    
    
    (50,150
    )
    
    
    (19,186
    )
    
    
    
    
    
    
    (69,336
    )Property and equipment, net
    
    
    
    
    
    
    32,976
    
    
    
    119,799
    
    
    
    
    
    
    
    152,775Investment in subsidiaries
    
    
    68,858
    
    
    
    
    
    
    
    
    
    
    
    (68,858
    )
    
    
    Non-current deferred income tax
assets
    
    
    
    
    
    
    18,045
    
    
    
    
    
    
    
    (577
    )
    
    
    17,468Other non-current assets
    
    
    
    
    
    
    22,168
    
    
    
    20,289
    
    
    
    
    
    
    
    42,457Total assets
    
    $
    109,697
    
    
    $
    594,880
    
    
    $
    143,452
    
    
    $
    (118,851
    )
    
    $
    729,178Liabilities:Current liabilities:Accounts payable
    
    $
    117
    
    
    $
    78,250
    
    
    $
    
    
    
    $
    
    
    
    
    78,367Bank overdrafts
    
    
    
    
    
    
    24,715
    
    
    
    
    
    
    
    
    
    
    
    24,715Accrued compensation
    
    
    687
    
    
    
    10,865
    
    
    
    
    
    
    
    
    
    
    
    11,552Current maturities of long-term debt
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    60,000Other current liabilities
    
    
    
    
    
    
    20,934
    
    
    
    383
    
    
    
    
    
    
    
    21,317Intercompany payable
    
    
    6,041
    
    
    
    38,924
    
    
    
    4,451
    
    
    
    (49,416
    )
    
    
    Total current liabilities
    
    
    6,845
    
    
    
    233,688
    
    
    
    4,834
    
    
    
    (49,416
    )
    
    
    195,951Non-current liabilities:Long-term debt
    
    
    
    
    
    
    96,000
    
    
    
    288,870
    
    
    
    
    
    
    
    384,870Non-current deferred income tax
liabilities
    
    
    
    
    
    
    
    
    
    
    577
    
    
    
    (577
    )
    
    
    Other non-current liabilities
    
    
    
    
    
    
    39,205
    
    
    
    6,300
    
    
    
    
    
    
    
    45,505Total liabilities
    
    
    6,845
    
    
    
    368,893
    
    
    
    300,581
    
    
    
    (49,993
    )
    
    
    626,326Shareholders Equity/Parents
Investment
    
    
    102,852
    
    
    
    225,987
    
    
    
    (157,129
    )
    
    
    (68,858
    )
    
    
    102,852Total liabilities and equity
    
    $
    109,697
    
    
    $
    594,880
    
    
    $
    143,452
    
    
    $
    (118,851
    )
    
    $
    729,178
  73




---



##### Table of Contents



BlueLinx
    
    
    BlueLinx
    
    
    LLCHoldings Inc.
    
    
    Corporation
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net (loss) income
    
    $
    (61,463
    )
    
    $
    (68,324
    )
    
    $
    10,409
    
    
    $
    57,915
    
    
    $
    (61,463
    )Adjustments to reconcile net (loss) income to cash
(used in) provided by operations:Depreciation and amortization
    
    
    
    
    
    
    13,059
    
    
    
    3,925
    
    
    
    
    
    
    
    16,984Amortization of debt issue costs
    
    
    
    
    
    
    1,806
    
    
    
    653
    
    
    
    
    
    
    
    2,459Net gain from terminating the Georgia-Pacific
supply agreement
    
    
    
    
    
    
    (17,772
    )
    
    
    
    
    
    
    
    
    
    
    (17,772
    )Payments from terminating the Georgia-Pacific
supply agreement
    
    
    
    
    
    
    14,118
    
    
    
    
    
    
    
    
    
    
    
    14,118Gain from sale properties
    
    
    
    
    
    
    (169
    )
    
    
    (10,228
    )
    
    
    
    
    
    
    (10,397
    )Prepayment penalty associated with sale of
facility
    
    
    
    
    
    
    
    
    
    
    616
    
    
    
    
    
    
    
    616Charges associated with ineffective interest
rate swap, net
    
    
    
    
    
    
    6,252
    
    
    
    
    
    
    
    
    
    
    
    6,252Write-off of debt issuance costs
    
    
    
    
    
    
    1,407
    
    
    
    
    
    
    
    
    
    
    
    1,407Vacant property charges, net
    
    
    
    
    
    
    1,222
    
    
    
    
    
    
    
    
    
    
    
    1,222Deferred income tax (benefit) provision
    
    
    (620
    )
    
    
    22,565
    
    
    
    2,275
    
    
    
    
    
    
    
    24,220Share-based compensation expense
    
    
    1,773
    
    
    
    1,149
    
    
    
    
    
    
    
    
    
    
    
    2,922Increase in restricted cash related to the
ineffective interest swap, insurance, and other
    
    
    
    
    
    
    (2,511
    )
    
    
    
    
    
    
    
    
    
    
    (2,511
    )Equity in earnings of subsidiaries
    
    
    57,915
    
    
    
    
    
    
    
    
    
    
    
    (57,915
    )
    
    
    Changes in assets and liabilities:Receivables
    
    
    
    
    
    
    11,306
    
    
    
    
    
    
    
    
    
    
    
    11,306Inventories
    
    
    
    
    
    
    16,297
    
    
    
    
    
    
    
    
    
    
    
    16,297Accounts payable
    
    
    (79
    )
    
    
    (13,670
    )
    
    
    
    
    
    
    
    
    
    
    (13,749
    )Changes in other working capital
    
    
    (1,225
    )
    
    
    (10,585
    )
    
    
    (1,773
    )
    
    
    
    
    
    
    (13,583
    )Intercompany receivable
    
    
    (1,039
    )
    
    
    248
    
    
    
    3,229
    
    
    
    (2,438
    )
    
    
    Intercompany payable
    
    
    (2,898
    )
    
    
    
    
    
    
    460
    
    
    
    2,438
    
    
    
    Other
    
    
    
    
    
    
    2,017
    
    
    
    (198
    )
    
    
    
    
    
    
    1,819Net cash (used in) provided by operating activities
    
    
    (7,636
    )
    
    
    (21,585
    )
    
    
    9,368
    
    
    
    
    
    
    
    (19,853
    )Cash flows from investing activities:Investment in subsidiaries
    
    
    32,392
    
    
    
    
    
    
    
    
    
    
    
    (32,392
    )
    
    
    Property, plant and equipment investments
    
    
    
    
    
    
    (1,815
    )
    
    
    
    
    
    
    
    
    
    
    (1,815
    )Proceeds from sale of assets
    
    
    
    
    
    
    2,027
    
    
    
    12,424
    
    
    
    
    
    
    
    14,451Net cash provided by (used in) investing activities
    
    
    32,392
    
    
    
    212
    
    
    
    12,424
    
    
    
    (32,392
    )
    
    
    12,636Cash flows from financing activities:Net transactions with Parent
    
    
    
    
    
    
    (24,994
    )
    
    
    (7,398
    )
    
    
    32,392
    
    
    
    Repurchase of common stock
    
    
    (2,042
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,042
    )Decrease in revolving credit facility
    
    
    
    
    
    
    (100,000
    )
    
    
    
    
    
    
    
    
    
    
    (100,000
    )Payment of principal on mortgage
    
    
    
    
    
    
    
    
    
    
    (3,201
    )
    
    
    
    
    
    
    (3,201
    )Prepayment fees associated with sale of facility
    
    
    
    
    
    
    
    
    
    
    (616
    )
    
    
    
    
    
    
    (616
    )Increase in bank overdrafts
    
    
    
    
    
    
    2,517
    
    
    
    
    
    
    
    
    
    
    
    2,517Increase in restricted cash related to the mortgage
    
    
    
    
    
    
    
    
    
    
    (10,296
    )
    
    
    
    
    
    
    (10,296
    )Intercompany receivable
    
    
    (22,720
    )
    
    
    
    
    
    
    
    
    
    
    22,720
    
    
    
    Intercompany payable
    
    
    
    
    
    
    22,720
    
    
    
    
    
    
    
    (22,720
    )
    
    
    Other
    
    
    6
    
    
    
    
    
    
    
    (47
    )
    
    
    
    
    
    
    (41
    )Net cash (used in) provided by financing activities
    
    
    (24,756
    )
    
    
    (99,757
    )
    
    
    (21,558
    )
    
    
    32,392
    
    
    
    (113,679
    )(Decrease) increase in cash
    
    
    
    
    
    
    (121,130
    )
    
    
    234
    
    
    
    
    
    
    
    (120,896
    )Balance, beginning of period
    
    
    32
    
    
    
    150,259
    
    
    
    62
    
    
    
    
    
    
    
    150,353Balance, end of period
    
    $
    32
    
    
    $
    29,129
    
    
    $
    296
    
    
    $
    
    
    
    $
    29,457Supplemental cash flow information:Net income tax refunds (income taxes paid) during
the period
    
    $
    
    
    
    $
    10,797
    
    
    $
    (498
    )
    
    $
    
    
    
    $
    10,299Interest paid during the period
    
    $
    
    
    
    $
    11,373
    
    
    $
    16,915
    
    
    $
    
    
    
    $
    28,288
  74




---



##### Table of Contents



BlueLinxCorporationBlueLinx
    
    
    and
    
    
    LLCHoldings Inc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net (loss) income
    
    $
    (31,703
    )
    
    $
    (31,165
    )
    
    $
    2,431
    
    
    $
    28,734
    
    
    $
    (31,703
    )Adjustments to reconcile net (loss) income to cash
(used in) provided by operations:Depreciation and amortization
    
    
    
    
    
    
    16,181
    
    
    
    4,338
    
    
    
    
    
    
    
    20,519Amortization of debt issue costs
    
    
    
    
    
    
    1,839
    
    
    
    640
    
    
    
    
    
    
    
    2,479Non-cash vacant property charges
    
    
    
    
    
    
    4,441
    
    
    
    
    
    
    
    
    
    
    
    4,441Deferred income tax benefit
    
    
    (368
    )
    
    
    (1,445
    )
    
    
    (1,122
    )
    
    
    
    
    
    
    (2,935
    )Prepayment fees associated with principal
payments on new mortgage
    
    
    
    
    
    
    
    
    
    
    1,868
    
    
    
    
    
    
    
    1,868Gain from sale of properties
    
    
    
    
    
    
    
    
    
    
    (1,936
    )
    
    
    
    
    
    
    (1,936
    )Share-based compensation
    
    
    1,482
    
    
    
    1,132
    
    
    
    
    
    
    
    
    
    
    
    2,614Excess tax benefits from share-based compensation
arrangements
    
    
    
    
    
    
    (81
    )
    
    
    
    
    
    
    
    
    
    
    (81
    )Increase in restricted cash related to the
interest swap, insurance, and other
    
    
    
    
    
    
    (6,210
    )
    
    
    
    
    
    
    
    
    
    
    (6,210
    )Equity in earnings of subsidiaries
    
    
    28,734
    
    
    
    
    
    
    
    
    
    
    
    (28,734
    )
    
    
    Changes in assets and liabilities:Receivables
    
    
    
    
    
    
    132,523
    
    
    
    
    
    
    
    
    
    
    
    132,523Inventories
    
    
    
    
    
    
    146,405
    
    
    
    
    
    
    
    
    
    
    
    146,405Accounts payable
    
    
    97
    
    
    
    (86,447
    )
    
    
    
    
    
    
    
    
    
    
    (86,350
    )Changes in other working capital
    
    
    587
    
    
    
    20,577
    
    
    
    (724
    )
    
    
    
    
    
    
    20,440Intercompany receivable
    
    
    (751
    )
    
    
    (5,430
    )
    
    
    
    
    
    
    6,181
    
    
    
    Intercompany payable
    
    
    5,430
    
    
    
    
    
    
    
    751
    
    
    
    (6,181
    )
    
    
    Other
    
    
    
    
    
    
    (11,539
    )
    
    
    (145
    )
    
    
    
    
    
    
    (11,684
    )Net cash (used in) provided by operating activities
    
    
    3,508
    
    
    
    180,781
    
    
    
    6,101
    
    
    
    
    
    
    
    190,390Cash flows from investing activities:Investment in subsidiaries
    
    
    17,288
    
    
    
    
    
    
    
    
    
    
    
    (17,288
    )
    
    
    Property and equipment investments
    
    
    
    
    
    
    (4,919
    )
    
    
    
    
    
    
    
    
    
    
    (4,919
    )Proceeds from disposition of assets
    
    
    
    
    
    
    1,211
    
    
    
    4,693
    
    
    
    
    
    
    
    5,904Net cash provided by (used in) investing activities
    
    
    17,288
    
    
    
    (3,708
    )
    
    
    4,693
    
    
    
    (17,288
    )
    
    
    985Cash flows from financing activities:Net transactions with Parent
    
    
    
    
    
    
    (23,833
    )
    
    
    6,545
    
    
    
    17,288
    
    
    
    Proceeds from stock options exercised
    
    
    434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    434Excess tax benefits from stock-based compensation
arrangements
    
    
    81
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81Decrease in revolving credit facility
    
    
    
    
    
    
    (27,535
    )
    
    
    
    
    
    
    
    
    
    
    (27,535
    )Debt financing costs
    
    
    
    
    
    
    
    
    
    
    (217
    )
    
    
    
    
    
    
    (217
    )Principal payments on new mortgage
    
    
    
    
    
    
    
    
    
    
    (6,130
    )
    
    
    
    
    
    
    (6,130
    )Prepayment fees associated with principal payments
on new mortgage
    
    
    
    
    
    
    
    
    
    
    (1,868
    )
    
    
    
    
    
    
    (1,868
    )Decrease in bank overdrafts
    
    
    
    
    
    
    (12,437
    )
    
    
    
    
    
    
    
    
    
    
    (12,437
    )Increase in restricted cash related to the
mortgage
    
    
    
    
    
    
    
    
    
    
    (9,119
    )
    
    
    
    
    
    
    (9,119
    )Intercompany receivable
    
    
    (21,292
    )
    
    
    
    
    
    
    
    
    
    
    21,292
    
    
    
    Intercompany payable
    
    
    
    
    
    
    21,292
    
    
    
    
    
    
    
    (21,292
    )
    
    
    Other
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10Net cash provided by (used in) financing activities
    
    
    (20,767
    )
    
    
    (42,513
    )
    
    
    (10,789
    )
    
    
    17,288
    
    
    
    (56,781
    )Increase in cash
    
    
    29
    
    
    
    134,560
    
    
    
    5
    
    
    
    
    
    
    
    134,594Balance, beginning of period
    
    
    3
    
    
    
    15,699
    
    
    
    57
    
    
    
    
    
    
    
    15,759Balance, end of period
    
    $
    32
    
    
    $
    150,259
    
    
    $
    62
    
    
    $
    
    
    
    $
    150,353Supplemental cash flow information:Net income tax refunds (income taxes paid) during
the period
    
    $
    
    
    
    $
    23,100
    
    
    $
    (338
    )
    
    $
    
    
    
    $
    22,762Interest paid during the period
    
    $
    
    
    
    $
    16,196
    
    
    $
    20,658
    
    
    $
    
    
    
    $
    36,854
  75




---



##### Table of Contents



BlueLinxCorporationBlueLinx
    
    
    and
    
    
    LLCHoldings Inc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net (loss) income
    
    $
    (27,945
    )
    
    $
    (31,114
    )
    
    $
    3,896
    
    
    $
    27,218
    
    
    $
    (27,945
    )Adjustments to reconcile net (loss) income to cash
(used in) provided by operations:Depreciation and amortization
    
    
    
    
    
    
    16,680
    
    
    
    4,244
    
    
    
    
    
    
    
    20,924Amortization of debt issue costs
    
    
    
    
    
    
    1,806
    
    
    
    625
    
    
    
    
    
    
    
    2,431Non-cash vacant property charges
    
    
    
    
    
    
    11,037
    
    
    
    
    
    
    
    
    
    
    
    11,037Deferred income tax benefit
    
    
    (73
    )
    
    
    (8,621
    )
    
    
    (832
    )
    
    
    
    
    
    
    (9,526
    )Gain from insurance settlement
    
    
    
    
    
    
    (1,698
    )
    
    
    
    
    
    
    
    
    
    
    (1,698
    )Share-based compensation
    
    
    
    
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    
    3,500Excess tax benefits from share-based compensation
arrangements
    
    
    
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    (20
    )Increase in restricted cash related to the
interest swap, insurance, and other
    
    
    
    
    
    
    (4,770
    )
    
    
    
    
    
    
    
    
    
    
    (4,770
    )Equity in earnings of subsidiaries
    
    
    27,218
    
    
    
    
    
    
    
    
    
    
    
    (27,218
    )
    
    
    Changes in assets and liabilities:Receivables
    
    
    
    
    
    
    44,367
    
    
    
    
    
    
    
    
    
    
    
    44,367Inventories
    
    
    
    
    
    
    74,799
    
    
    
    
    
    
    
    
    
    
    
    74,799Accounts payable
    
    
    
    
    
    
    (31,098
    )
    
    
    
    
    
    
    
    
    
    
    (31,098
    )Changes in other working capital
    
    
    226
    
    
    
    (8,281
    )
    
    
    4,350
    
    
    
    (2,506
    )
    
    
    (6,211
    )Intercompany receivable
    
    
    293
    
    
    
    (611
    )
    
    
    
    
    
    
    318
    
    
    
    Intercompany payable
    
    
    611
    
    
    
    (160
    )
    
    
    (2,639
    )
    
    
    2,188
    
    
    
    Other
    
    
    
    
    
    
    4,085
    
    
    
    (33
    )
    
    
    
    
    
    
    4,052Net cash (used in) provided by operating activities
    
    
    330
    
    
    
    69,901
    
    
    
    9,611
    
    
    
    
    
    
    
    79,842Cash flows from investing activities:Investment in subsidiaries
    
    
    32,376
    
    
    
    
    
    
    
    
    
    
    
    (32,376
    )
    
    
    Property and equipment investments
    
    
    
    
    
    
    (11,424
    )
    
    
    (1,717
    )
    
    
    
    
    
    
    (13,141
    )Proceeds from disposition of assets
    
    
    
    
    
    
    4,071
    
    
    
    
    
    
    
    
    
    
    
    4,071Net cash provided by (used in) investing activities
    
    
    32,376
    
    
    
    (7,353
    )
    
    
    (1,717
    )
    
    
    (32,376
    )
    
    
    (9,070
    )Cash flows from financing activities:Net transactions with Parent
    
    
    
    
    
    
    (24,482
    )
    
    
    (7,894
    )
    
    
    32,376
    
    
    
    Proceeds from stock options exercised
    
    
    496
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    496Excess tax benefits from stock-based compensation
arrangements
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20Decrease in revolving credit facility
    
    
    
    
    
    
    (53,927
    )
    
    
    
    
    
    
    
    
    
    
    (53,927
    )Decrease in bank overdrafts
    
    
    
    
    
    
    (13,089
    )
    
    
    
    
    
    
    
    
    
    
    (13,089
    )Common dividends paid
    
    
    (15,591
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,591
    )Intercompany receivable
    
    
    (17,632
    )
    
    
    
    
    
    
    
    
    
    
    17,632
    
    
    
    Intercompany payable
    
    
    
    
    
    
    17,632
    
    
    
    
    
    
    
    (17,632
    )
    
    
    Other
    
    
    2
    
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    36Net cash (used in) provided by financing activities
    
    
    (32,705
    )
    
    
    (73,866
    )
    
    
    (7,860
    )
    
    
    32,376
    
    
    
    (82,055
    )Increase (decrease) in cash
    
    
    1
    
    
    
    (11,318
    )
    
    
    34
    
    
    
    
    
    
    
    (11,283
    )Balance, beginning of period
    
    
    2
    
    
    
    27,017
    
    
    
    23
    
    
    
    
    
    
    
    27,042Balance, end of period
    
    $
    3
    
    
    $
    15,699
    
    
    $
    57
    
    
    $
    
    
    
    $
    15,759Supplemental cash flow information:Income taxes paid during the period
    
    $
    
    
    
    $
    777
    
    
    $
    214
    
    
    $
    
    
    
    $
    991Interest paid during the period
    
    $
    
    
    
    $
    22,658
    
    
    $
    17,379
    
    
    $
    
    
    
    $
    40,037
  76




---



##### Table of Contents



BlueLinxCorporationBlueLinx
    
    
    and
    
    
    LLCHoldings Inc.
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedBalance, December 30, 2006
    
    $
    189,399
    
    
    $
    350,414
    
    
    $
    (162,107
    )
    
    $
    (188,307
    )
    
    $
    189,399Net income (loss)
    
    
    (27,945
    )
    
    
    (31,114
    )
    
    
    3,896
    
    
    
    27,218
    
    
    
    (27,945
    )Foreign currency translation adjustment, net of tax
    
    
    1,912
    
    
    
    1,912
    
    
    
    
    
    
    
    (1,912
    )
    
    
    1,912Unrealized net gain from pension plan, net of tax
    
    
    5,856
    
    
    
    5,856
    
    
    
    
    
    
    
    (5,856
    )
    
    
    5,856Unrealized loss from cash flow hedge, net of tax
    
    
    (2,754
    )
    
    
    (2,754
    )
    
    
    
    
    
    
    2,754
    
    
    
    (2,754
    )Unrealized loss from adoption of FIN 48, net of tax
    
    
    (72
    )
    
    
    (72
    )
    
    
    
    
    
    
    72
    
    
    
    (72
    )Proceeds from stock options exercised
    
    
    496
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    496Issuance of restricted stock
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Excess tax benefits from share-based compensation
arrangements
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20Compensation expense related to share-based grants
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,500Common stock dividends
    
    
    (15,591
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,591
    )Net transactions with the parent
    
    
    
    
    
    
    (20,982
    )
    
    
    (7,894
    )
    
    
    28,876
    
    
    
    Balance, December 29, 2007
    
    $
    154,823
    
    
    $
    303,260
    
    
    $
    (166,105
    )
    
    $
    (137,155
    )
    
    $
    154,823Net income (loss)
    
    
    (31,703
    )
    
    
    (31,165
    )
    
    
    2,431
    
    
    
    28,734
    
    
    
    (31,703
    )Foreign currency translation adjustment, net of tax
    
    
    (2,598
    )
    
    
    (2,598
    )
    
    
    
    
    
    
    2,598
    
    
    
    (2,598
    )Unrealized net loss from pension plan, net of tax
    
    
    (15,997
    )
    
    
    (15,997
    )
    
    
    
    
    
    
    15,997
    
    
    
    (15,997
    )Unrealized loss from cash flow hedge, net of tax
    
    
    (3,751
    )
    
    
    (3,751
    )
    
    
    
    
    
    
    3,751
    
    
    
    (3,751
    )Proceeds from stock options exercised
    
    
    434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    434Issuance of restricted stock
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10Excess tax benefits from share-based compensation
arrangements
    
    
    81
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81Excess tax deficiencies from share-based
compensation arrangements
    
    
    (1,061
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,061
    )Compensation expense related to share-based grants
    
    
    2,614
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,614Net transactions with the parent
    
    
    
    
    
    
    (23,762
    )
    
    
    6,545
    
    
    
    17,217
    
    
    
    Balance, January 3, 2009
    
    $
    102,852
    
    
    $
    225,987
    
    
    $
    (157,129
    )
    
    $
    (68,858
    )
    
    $
    102,852Net income (loss)
    
    
    (61,463
    )
    
    
    (68,324
    )
    
    
    10,409
    
    
    
    57,915
    
    
    
    (61,463
    )Foreign currency translation adjustment, net of tax
    
    
    1,173
    
    
    
    1,173
    
    
    
    
    
    
    
    (1,173
    )
    
    
    1,173Unrealized net gain from pension plan, net of tax
    
    
    941
    
    
    
    941
    
    
    
    
    
    
    
    (941
    )
    
    
    941Unrealized gain from cash flow hedge, net of tax
    
    
    6,431
    
    
    
    6,431
    
    
    
    
    
    
    
    (6,431
    )
    
    
    6,431Issuance of restricted stock
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Repurchase of restricted stock
    
    
    (2,042
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,042
    )Compensation expense related to share-based grants
    
    
    2,922
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,922Net transactions with the Parent
    
    
    
    
    
    
    (23,845
    )
    
    
    (7,398
    )
    
    
    31,243
    
    
    
    Balance, January 2, 2010
    
    $
    50,820
    
    
    $
    142,363
    
    
    $
    (154,118
    )
    
    $
    11,755
    
    
    $
    50,820
  77




---



##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
   Managements Report on Internal Control over Financial Reporting
  Changes in Internal Control over Financial Reporting
   
 ITEM 9B. OTHER INFORMATION.
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
   78




---



##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION.
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
  
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
  Financial Statements.
 Financial Statement Schedules.
 Exhibits.
 ExhibitNumber
    
    Item3.1
    
    
    Amended and Restated Certificate of Incorporation of BlueLinx
    
    (A)3.2
    
    
    Amended and Restated By-Laws of BlueLinx
    
    (A)4.1
    
    
    Registration Rights Agreement, dated as of May 7, 2004, by and among
BlueLinx and the initial holders specified on the signature pages
thereto
    
    (C)4.2
    
    
    Letter Agreement, dated as of August 30, 2004, by and among BlueLinx,
Cerberus ABP Investor LLC, Charles H. McElrea, George R. Judd, David J.
Morris, James C. Herbig, Wayne E. Wiggleton and Steven C. Hardin
    
    (C)4.3
    
    
    Investment Letter, dated March 10, 2004, between BlueLinx and Cerberus
ABP Investor LLC, as Purchaser of Common Stock
    
    (B)4.4
    
    
    Investment Letter, dated May 7, 2004, between BlueLinx and Cerberus ABP
Investor LLC, as Purchaser of Common Stock
    
    (B)4.5
    
    
    Executive Purchase Agreement dated May 7, 2004 by and among BlueLinx,
Cerberus ABP Investor LLC and Charles H. McElrea
    
    (B)4.6
    
    
    Executive Purchase Agreement dated May 7, 2004 by and among BlueLinx,
Cerberus ABP Investor LLC and George R. Judd
    
    (B)10.1
    
    
    Asset Purchase Agreement, dated as of March 12, 2004, by and among
Georgia-Pacific Corporation, Georgia-Pacific Building Materials Sales,
Ltd. and BlueLinx Corporation
    
    (C)10.2
    
    
    First Amendment to Asset Purchase Agreement, dated as of May 6, 2004,
by and among Georgia-Pacific Corporation, Georgia-Pacific Building
Materials Sales, Ltd. and BlueLinx Corporation
    
    (C)
  79




---



##### Table of Contents



ExhibitNumber
    
    Item10.3
    
    
    Master Purchase, Supply and Distribution Agreement, dated May 7, 2004
by and between BlueLinx Corporation and Georgia-Pacific
    
    (A)10.4
    
    
    BlueLinx Holdings Inc. 2004 Long Term Equity Incentive Plan
    
    (C)10.5
    
    
    Form of Director and Officer Indemnification Agreement
    
    (A)10.6
    
    
    BlueLinx Holdings Inc. Short-Term Incentive Plan (incorporated by
reference to Form 8-K filed with the Securities and Exchange Commission
on February 7, 2006)10.7
    
    
    BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Restricted
Stock Award Agreement (incorporated by reference to Form 8-K filed with
the Securities and Exchange Commission on June 9, 2006)10.8
    
    
    BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan
Nonqualified Stock Option Award Agreement (incorporated by reference to
Form 8-K filed with the Securities and Exchange Commission on June 9,
2006)10.9
    
    
    Amended and Restated Master Lease Agreement, dated as of June 9, 2006,
by and between ABP AL (Midfield) LLC and the other parties identified
as landlords therein and BlueLinx Corporation as tenant (incorporated
by reference to Form 8-K filed with the Securities and Exchange
Commission on June 15, 2006)10.10
    
    
    Loan and Security Agreement, dated as of June 9, 2006, between the
entities set forth therein collectively as borrower and German American
Capital Corporation as Lender (incorporated by reference to Form 10-Q
filed with the Securities and Exchange Commission on November 6, 2009)10.11
    
    
    Guaranty of Recourse Obligations, dated as of June 9, 2006, by BlueLinx
Holdings Inc. for the benefit of German American Capital Corporation
(incorporated by reference to Form 8-K filed with the Securities and
Exchange Commission on June 15, 2006)10.12
    
    
    Environmental Indemnity Agreement, dated as of June 9, 2006, by
BlueLinx Holdings Inc. in favor of German American Capital Corporation
(incorporated by reference to Form 8-K filed with the Securities and
Exchange Commission on June 15, 2006)10.13
    
    
    Amended and Restated Loan and Security Agreement, dated August 4, 2006,
by and between BlueLinx Corporation, Wachovia and the other signatories
listed therein (incorporated by reference to Form 10-Q filed with the
Securities and Exchange Commission on November 6, 2009)10.14
    
    
    Letter Agreement, dated December 18, 2006, relating to and amending the
Master Purchase, Supply and Distribution Agreement between
Georgia-Pacific Corporation and BlueLinx Corporation dated May 7, 2004
(incorporated by reference to Form 8-K filed with the Securities and
Exchange Commission on December 22, 2006)10.15
    
    
    BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Form of
Performance Share Award Agreement (incorporated by reference to Form
8-K filed with the Securities and Exchange Commission on April 4, 2007)10.16
    
    
    BlueLinx Holdings Inc. 2004 Long-Term Equity Incentive Plan Form of
Restricted Stock Award Agreement (incorporated by reference to Form 8-K
filed with the Securities and Exchange Commission on January 11, 2008)10.17
    
    
    Employment Agreement between BlueLinx Corporation and Howard D.
Goforth, dated February 11, 2008, effective February 18, 2008
(incorporated by reference to Form 8-K filed with the Securities and
Exchange Commission on February 15, 2008)10.18
    
    
    Employment Agreement between BlueLinx Corporation and George R. Judd,
dated October 29, 2008, effective November 1, 2008 (incorporated by
reference to Form 8-K filed with the Securities and Exchange Commission
on November 4, 2008)
  80




---



##### Table of Contents



ExhibitNumber
    
    Item10.19
    
    
    Termination and Modification Agreement by and among BlueLinx
Corporation, BlueLinx Services, Inc., and Georgia-Pacific LLC, date
April 27, 2009 (incorporated by reference to Form 8-K filed with the
Securities and Exchange Commission April 29, 2009.10.20
    
    
    Settlement Agreement and General Release between Duane Goodwin and
BlueLinx Corporation dated March 27, 2009 (incorporated by reference to
Form 10-Q filed with the Securities and Exchange Commission on May 13,
2009)10.21
    
    
    Employment Agreement between BlueLinx Corporation and Dean A. Adelman,
dated June 4, 2009 (incorporated by reference to Form 8-K filed with
the Securities and Exchange Commission on June 8, 2009).14.1
    
    
    BlueLinx Code of Ethical Conduct (incorporated by reference to Exhibit
14 to Annual Report on Form 10-K for the year ended January 1, 2005,
filed with the Securities and Exchange Commission on March 22, 2005)21.1
    
    
    List of subsidiaries of the Company
    
    *23.1
    
    
    Consent of Independent Registered Public Accounting Firm
    
    *31.1
    
    
    Certification of George R. Judd, Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    *31.2
    
    
    Certification of Howard D. Goforth, Chief Financial Officer and
Treasurer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
    *32.1
    
    
    Certification of George R. Judd, Chief Executive Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
    
    *32.2
    
    
    Certification of Howard D. Goforth, Chief Financial Officer and
Treasurer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    *
 
 *
    
    Filed herewith.
    
    Portions of this document were omitted and filed separately with the SEC pursuant to a
request for confidential treatment in accordance with Rule 24b-2 of the Exchange Act.(A)
    
    Previously filed as an exhibit to Amendment No. 3 to the Companys
Registration Statement on Form S-1 (Reg. No. 333-118750) filed with
the Securities and Exchange Commission on November 26, 2004.(B)
    
    Previously filed as an exhibit to Amendment No. 2 to the Companys
Registration Statement on Form S-1 (Reg. No. 333-118750) filed with
the Securities and Exchange Commission on October 8, 2004.(C)
    
    Previously filed as an exhibit to Amendment No. 1 to the Companys
Registration Statement on Form S-1 (Reg. No. 333-118750) filed with
the Securities and Exchange Commission on October 1, 2004.  81




---



##### Table of Contents



SIGNATURES
  BLUELINX HOLDINGS INC.(Registrant)By:
    
    /s/ George R. Judd

George R. JuddPresident and Chief Executive Officer
   Signature Name
    
    Capacity
    
    Date/s/ George R. Judd

George R. Judd
    
    President and Chief Executive Officer and Director
(Principal Executive
Officer)
    
    March 2, 2010/s/ Howard D. Goforth

Howard D. Goforth
    
    Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
    
    March 2, 2010/s/ Scott T. Phillips

Scott T. Phillips
    
    Chief Accounting Officer (Principal
Accounting Officer)
    
    March 2, 2010/s/ Howard S. Cohen

Howard S. Cohen
    
    Chairman
    
    March 2, 2010/s/ Richard S. Grant

Richard S. Grant
    
    Director
    
    March 2, 2010/s/ Steven F. Mayer

Steven F. Mayer
    
    Director
    
    March 2, 2010/s/ Richard B. Marchese

Richard B. Marchese
    
    Director
    
    March 2, 2010/s/ Charles H. McElrea

Charles H. McElrea
    
    Director
    
    March 2, 2010/s/ Alan H. Schumacher

Alan H. Schumacher
    
    Director
    
    March 2, 2010/s/ Mark A. Suwyn

Mark A. Suwyn
    
    Director
    
    March 2, 2010/s/ Robert G. Warden

Robert G. Warden
    
    Director
    
    March 2, 2010/s/ M. Richard Warner

M. Richard Warner
    
    Director
    
    March 2, 2010
  82