##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 29, 2007ORo

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(State or other jurisdiction
    of
    incorporation or organization)

77-0627356(I.R.S. Employer
    Identification No.)4300 Wildwood Parkway, Atlanta, Georgia(Address of principal
    executive offices)

30339(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
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
    Large accelerated filer
    o

Accelerated filer
    þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





BLUELINX
    HOLDINGS INC.
  ANNUAL
    REPORT ON
    FORM 10-K
 For the
    Fiscal Year Ended December 29, 2007
  TABLE OF CONTENTS
   
 PART IITEM 1.


Business


4ITEM 1A.


Risk Factors


9ITEM 1B.


Unresolved Staff Comments


15ITEM 2.


Properties


15ITEM 3.


Legal Proceedings


16ITEM 4.


Submission of Matters to a Vote of Security
    Holders


16PART IIITEM 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


16ITEM 6.


Selected Financial Data


18ITEM 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


21ITEM 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


35ITEM 8.


Financial Statements and Supplementary Data


37ITEM 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


80ITEM 9A.


Controls and Procedures


80ITEM 9B.


Other Information


80PART IIIITEM 10.


Directors, Executive Officers and Corporate
    Governance


80ITEM 11.


Executive Compensation


81ITEM 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


81ITEM 13.


Certain Relationships and Related Transactions,
    and Director Independence


81ITEM 14.


Principal Accountant Fees and Services


81PART IVITEM 15.


Exhibits and Financial Statement Schedules


81EX-21.1 LIST OF SUBSIDIARIES OF THE COMPANYEX-23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO   2




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##### Table of Contents



CAUTIONARY
    STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
  Form 10-K
  
    changes in the prices, supply
    and/or
    demand for products which we distribute;
    general economic and business conditions in the United States;
    the activities of competitors;
    changes in significant operating expenses;
    changes in the credit markets and to the availability of capital;
    our ability to identify acquisition opportunities and
    effectively and cost-efficiently integrate acquisitions;
    adverse weather patterns or conditions;
    acts of war or terrorist activities;
    variations in the performance of the financial markets; and
    the other factors described herein under Risk
    Factors.   3




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##### 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 2007 refers to the
    52-week period ended December 29, 2007. Reference to
    fiscal 2006 refers to the 52-week period ended
    December 30, 2006. Reference to fiscal 2005
    refers to the 52-week period ended December 31, 2005.
  ITEM 1.
    BUSINESS.  Company
    Overview
        (770) 953-7000. Form 10-K, Form 10-Q, Form 8-K, Regulation S-K. Form 8-K
  History
  Georgia-Pacific
 4




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##### 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
    Direct
    Sales
    Customers
    
    building materials dealers; 5




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##### Table of Contents




    industrial users of building products;
    manufactured housing builders; and
    home improvement centers.  Sales and
    Marketing
      Suppliers
      Competition
   6




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##### Table of Contents



Seasonality
    Trademarks
  and/or
  Employees
    Executive
    Officers
    Name

Age

PositionStephen E. Macadam


47


Chief Executive Officer and DirectorGeorge R. Judd


47


President and Chief Operating OfficerHoward D. Goforth


44


Senior Vice President, Chief Financial Officer and TreasurerDavid J. Dalton


49


Senior Vice President, WestDuane G. Goodwin


49


Senior Vice President, Supply ChainBarbara V. Tinsley


57


Senior Vice President, General Counsel and SecretaryDean A. Adelman


42


Vice President, Human Resources   Stephen E. Macadam
 7




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##### Table of Contents



George R. Judd
  Howard D. Goforth
  David J. Dalton
  Duane G. Goodwin
  Barbara V. Tinsley
  Dean A. Adelman
 8




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##### Table of Contents



Environmental
    and Other Governmental Regulations
  Environmental
    Regulation and Compliance
              ITEM 1A.
    RISK
    FACTORS.  Form 10-K,
  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.
   9




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##### Table of Contents



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




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##### 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.    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.
    
  We
    depend upon a single supplier, Georgia-Pacific, for a
    significant percentage of our products and have significant
    purchase commitments under our Supply Agreement with
    Georgia-Pacific.
   11




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##### Table of Contents



and/or
    Our
    industry is highly fragmented and competitive. If we are unable
    to compete effectively, our net sales and net income will be
    reduced or we may incur additional losses.
    Integrating
    acquisitions may be time-consuming and create costs that could
    reduce our net income and cash flows or increase our net
    loss.
    
    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; 12




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##### Table of Contents




    our inability to achieve the financial and strategic goals for
    the acquired and combined businesses; and
    difficulty in maintaining internal controls, procedures and
    policies.  and/or
    A
    significant percentage of our employees are unionized. Wage
    increases or work stoppages by our unionized employees may
    reduce our results of operations.
  and/or and/or
  Federal
    and state transportation regulations could impose substantial
    costs on us which would reduce our net income or increase our
    net loss.
    Environmental
    laws impose risks and costs on us.
   13




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##### Table of Contents



Anti-terrorism
    measures may harm our business by impeding our ability to
    deliver products on a timely and cost-effective
    basis.
    We may
    incur substantial costs relating to Georgia-Pacifics
    product liability related claims.
      Affiliates
    of Cerberus control us and may have conflicts of interest with
    other stockholders in the future.
   14




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##### Table of Contents



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
    stockholders, 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 stockholders ability to call special meetings.    and/or
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.      Owned


LeasedFacility Type

Number


Facilities
    (ft2)


Facilities
    (ft2)Office Space(1)


3



68,700



251,900Warehouses


80



10,300,000



900,000TOTAL


83



10,368,700



1,151,900  15




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##### Table of Contents



(1)
    
    Includes corporate headquarters in Atlanta, the Denver Sales
    Center and a call center in Vancouver. We are actively marketing
    100,000 square feet at our Atlanta corporate headquarters
    for sublease.    ITEM 3.
    LEGAL
    PROCEEDINGS.  90-day No. 05-2322)
    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.    High


LowFiscal Year Ended December 29, 2007First Quarter

$
12.39


$
10.18Second Quarter

$
11.96


$
10.47Third Quarter

$
10.61


$
6.93Fourth Quarter

$
7.50


$
3.16Fiscal Year Ended December 30, 2006First Quarter

$
16.95


$
11.16Second Quarter


16.59



11.70Third Quarter


13.50



9.26Fourth Quarter


11.20



8.80  16




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##### 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


1,544,370


$
11.99



1,112,346Equity compensation plans not approved by security holders






n/a



Total


1,544,370


$
11.99



1,112,346  17




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##### Table of Contents



Performance
    Graph
      Comparison
    of Cumulative Total Return
  
  Cumulative Total Return
 Year Ending
   Company/Index Name


12/16/04


12/31/04


12/31/05


12/31/06


12/31/07BlueLinx Holdings Inc.



100




107.19




86.84




83.75




34.03Russell 2000 Index



100




101.55




106.17




125.67




123.70Peer Group



100




101.82




149.98




126.66




77.54   ITEM 6.
    SELECTED
    FINANCIAL DATA.     18




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##### Table of Contents



Form 10-K
    BlueLinx



Pre-acquisition PeriodPeriod from



PeriodInception



from(March 8,



January 4,Year Ended


Year Ended


Year Ended


2004)



2004


Year EndedDecember 29,


December 30,


December 31,


to January 1,



to May 7,


January 3,2007


2006


2005


2005



2004


2004(In thousands, except per share data)Statement of Operations Data:Net sales

$
3,833,910


$
4,899,383


$
5,622,071


$
3,672,820



$
1,885,334


$
4,271,842Cost of sales


3,441,964



4,419,576



5,109,632



3,339,590




1,658,123



3,814,375Gross profit


391,946



479,807



512,439



333,230




227,211



457,467Operating expenses:Selling, general and administrative expenses


372,754



381,554



378,008



248,291




139,203



346,585Depreciation and amortization


20,924



20,724



18,770



10,132




6,175



19,476Total operating expenses


393,678



402,278



396,778



258,423




145,378



366,061Operating income (loss)


(1,732
)


77,529



115,661



74,807




81,833



91,406Non-operating expenses (income):Interest expense


43,660



46,164



42,311



28,765








Charges associated with mortgage refinancing






4,864
















Write-off of debt issue costs














2,871








Other expense (income), net


(370
)


320



186



(516
)



614



376Income (loss) before provision for (benefit from) income taxes


(45,022
)


26,181



73,164



43,687




81,219



91,030Provision for (benefit from) income taxes


(17,077
)


10,349



28,561



17,781




30,782



34,877Net income (loss)

$
(27,945
)

$
15,832


$
44,603


$
25,906



$
50,437


$
56,153Less: preferred stock dividends














5,226   19




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##### Table of Contents



BlueLinx



Pre-acquisition PeriodPeriod fromInception(March 8,



Period fromYear Ended


Year Ended


Year Ended


2004)



January 4,


Year EndedDecember 29,


December 30,


December 31,


to January 1,



2004 to May 7,


January 3,2007


2006


2005


2005



2004


2004(In thousands, except per share data)Net income applicable to common stockholders

$
(27,945
)

$
15,832


$
44,603


$
20,680Basic weighted average number of common shares outstanding


30,848



30,618



30,195



19,006Basic net income (loss) per share applicable to common stock

$
(0.91
)

$
0.52


$
1.48


$
1.09Diluted weighted average number of common shares outstanding


30,848



30,779



30,494



20,296Diluted net income per share applicable to common stock

$
(0.91
)

$
0.51


$
1.46


$
1.02Dividends declared per share of common stock

$
0.50


$
0.50


$
0.50



Other Financial Data:Capital expenditures

$
13,141


$
9,601


$
12,744


$
9,759



$
1,378


$
5,404EBITDA(1)


19,562



97,933



134,245



85,455




87,394



110,506Net cash provided by (used in) operating activities


79,842



63,204



124,937



137,246




(113,982
)


59,575Net cash provided by (used in) investing activities


(9,070
)


(18,170
)


(28,499
)


(832,992
)



(1,126
)


(4,062
)Net cash provided by (used in) financing activities

$
(82,055
)

$
(42,312
)

$
(87,690
)

$
711,318



$
114,602


$
(55,162
)Balance Sheet Data (at end of period):Cash and cash equivalents

$
15,759


$
27,042


$
24,320


$
15,572







$
506Working capital


448,731



520,237



529,983



491,975








442,672Total assets


883,436



1,004,362



1,157,640



1,137,062








816,644Total debt(2)


478,535



532,462



540,850



652,103








Shareholders equity/parents investment

$
154,823


$
189,399


$
183,852


$
141,492







$
637,073     (1)
    
    EBITDA is an amount equal to net income (loss) plus interest
    expense, write-off of debt issue costs, charges associated with
    mortgage refinancing, income taxes, 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 generally accepted
    accounting principles in the United States, or 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. 20




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##### Table of Contents



BlueLinx



Pre-acquisition PeriodPeriod from



Period fromYear Ended


Year Ended


Year Ended


Inception (March 8,



January 4,


Year EndedDecember 29,


December 30,


December 31,


2004) to January 1,



2004 to May 7,


January 3,2007


2006


2005


2005



2004


2004(In thousands)Net cash provided by (used in) operating activities

$
79,842


$
63,204


$
124,937


$
137,246



$
(113,982
)

$
59,575Amortization of debt issue costs


(2,431
)


(2,628
)


(3,629
)


(2,323
)







Non-cash vacant property charges


(11,037
)



















Deferred income tax (provision) benefit


9,526



3,700



368



4,469




(9,183
)


(4,598
)Gain from insurance settlement


1,698




















Share-based compensation


(3,500
)


(2,921
)


(2,170
)


(1,088
)







Excess tax benefits from share-based arrangements


20



891



71












Changes in assets and liabilities


(81,139
)


(20,826
)


(56,204
)


(99,395
)



179,777



20,652Interest expense


43,660



46,164



42,311



28,765








Provision for (benefit from) income taxes


(17,077
)


10,349



28,561



17,781




30,782



34,877EBITDA

$
19,562


$
97,933


$
134,245


$
85,455



$
87,394


$
110,506   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  Overview
  Company
    Background
     21




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##### Table of Contents



Selected
    Factors that Affect our Operating Results
    Indicator

Weight


Fiscal 2007


Fiscal 2006


Fiscal 2005Actual Housing Starts (thousands)


50
%


1,354



1,801



2,065Percentage change






(24.8
)%


(12.9
)%


5.6
%Industrial Production (index)


22
%


1.13



1.12



1.08Percentage change






0.9
%


4.0
%


3.2
%Repair and Remodel ($ billions)*


15
%


153



166



165Percentage change






(7.9
)%


0.9
%


(0.4
)%Actual Mobile Homes (thousands)


8
%


97



119



150Percentage change






(18.7
)%


(19.0
)%


14.6
%Non-Residential Construction ($ billions)*


5
%


147



134



132Percentage change






10.2
%


1.7
%


(3.3
)%Weighted End-Use Change


100
%


(14.4
)%


(6.9
)%


4.4
%     (*)
    
    Constant fiscal 2000 dollar basis      Fiscal 2007


Fiscal 2006


Fiscal 2005BlueLinx Overall Unit Volume Growth


(18.0
)%


(7.0
)%


3.9
%BlueLinx Specialty Product Unit Volume Growth


(16.4
)%


1.0
%


5.1
%BlueLinx Structural Product Unit Volume Growth


(19.2
)%


(11.8
)%


3.2
%Weighted End-Use Market Growth


(14.4
)%


(6.9
)%


4.4
%BlueLinx Overall Unit Volume Growth versus Market Growth


(3.6
)%


(0.1
)%


(0.5
)%BlueLinx Market Share(1)


NA



10.4
%


11.5
%     (1)
    
    As a percentage of the total sales of relevant building material
    distributors. Market share for fiscal 2007 is not available.
    Market share cannot be calculated until Home Channel News issues
    updated market data for 2007. Home Channel News normally issues
    its annual market data for any given year in July or August of
    the following calendar year.   22




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##### Table of Contents



Sales
    Revenue Variances by Product
  Fiscal 2007


Fiscal 2006


Fiscal 2005(Dollars in millions)Sales by CategoryStructural Products(1)

$
2,098


$
2,788


$
3,548Specialty Products(1)


1,802



2,197



2,143Unallocated Allowances and Adjustments


(66
)


(86
)


(69
)Total Sales

$
3,834


$
4,899


$
5,622Sales VariancesUnit Volume $ Change

$
(896
)

$
(398
)

$
216Price/Other(2)


(169
)


(325
)


(152
)Total $ Change

$
(1,065
)

$
(723
)

$
64Unit Volume% Change


(18.0
)%


(7.0
)%


3.9
%Price/Other(2)


(3.7
)%


(5.9
)%


(2.8
)%Total% Change


(21.7
)%


(12.9
)%


1.1
%     (1)
    
    For the quarter ended December 31, 2005, we began
    classifying metal rebar and remesh as structural products
    instead of specialty products.(2)
    
    Other includes unallocated allowances and discounts.    Fiscal 2007


Fiscal 2006


Fiscal 2005(Dollars in millions)Gross Margin $ by CategoryStructural Products(1)

$
173


$
194


$
246Specialty Products(1)


238



308



284Other(2)


(19
)


(22
)


(18
)Total Gross Margin

$
392


$
480


$
512Gross Margin% by CategoryStructural Products(1)


8.2
%


7.0
%


6.9
%Specialty Products(1)


13.2
%


14.0
%


13.3
%Total Gross Margin%


10.2
%


9.8
%


9.1
%Unit Volume Growth by ProductStructural Products(1)


(19.2
)%


(11.8
)%


3.2
%Specialty Products(1)


(16.4
)%


1.0
%


5.1
%Total Unit Volume Growth%


(18.0
)%


(7.0
)%


3.9
%  23




---



##### Table of Contents



(1)
    
    For the quarter ended December 31, 2005, we began
    classifying metal rebar and remesh as structural products
    instead of specialty products.(2)
    
    Other includes unallocated allowances and discounts.    Fiscal 2007


Fiscal 2006


Fiscal 2005(Dollars in millions)Sales by ChannelWarehouse/Reload

$
2,763


$
3,326


$
3,704Direct


1,137



1,659



1,987Unallocated Allowances and Adjustments


(66
)


(86
)


(69
)Total

$
3,834


$
4,899


$
5,622Gross Margin by ChannelWarehouse/Reload

$
344


$
407


$
429Direct


67



95



101Unallocated Allowances and Adjustments


(19
)


(22
)


(18
)Total

$
392


$
480


$
512Gross Margin% by ChannelWarehouse/Reload


12.5
%


12.2
%


11.6
%Direct


5.9
%


5.7
%


5.1
%Unallocated Allowances and Adjustments


(0.5
)%


(0.4
)%


(0.3
)%Total


10.2
%


9.8
%


9.1
%   Fiscal
    Year
   24




---



##### Table of Contents



Results
    of Operations
  Fiscal
    2007 Compared to Fiscal 2006
    Year Ended


% of


Year Ended


% ofDecember 29,


Net


December 30,


Net2007


Sales


2006


Sales(Dollars in thousands)Net sales

$
3,833,910



100.0
%

$
4,899,383



100.0
%Gross profit


391,946



10.2
%


479,807



9.8
%Selling, general and administrative


372,754



9.7
%


381,554



7.8
%Depreciation and amortization


20,924



0.5
%


20,724



0.4
%Operating income (loss)


(1,732
)


0.0
%


77,529



1.6
%Interest expense


43,660



1.1
%


46,164



0.9
%Charges associated with mortgage refinancing






0.0
%


4,864



0.1
%Other expense (income), net


(370
)


0.0
%


320



0.0
%Income (loss) before provision for (benefit from) income taxes


(45,022
)


(1.2
)%


26,181



0.5
%Provision for (benefit from) income taxes


(17,077
)


(0.4
)%


10,349



0.2
%Net income (loss)

$
(27,945
)


(0.7
)%

$
15,832



0.3
%   Net Sales.
  Gross Profit.
  Selling, General and Administrative
    Expenses.
  Depreciation and Amortization.
 25




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##### Table of Contents



Operating Income (Loss).
  Interest Expense. .
  Provision for (Benefit from) Income Taxes.
  Net Income(Loss).
    Fiscal
    2006 Compared to Fiscal 2005
    Year Ended


% of


Year Ended


% ofDecember 30,


Net


December 31,


Net2006


Sales


2005


Sales(Dollars in thousands)Net sales

$
4,899,383



100.0
%

$
5,622,071



100.0
%Gross profit


479,807



9.8
%


512,439



9.1
%Selling, general & administrative


381,554



7.8
%


378,008



6.7
%Depreciation and amortization


20,724



0.4
%


18,770



0.3
%Operating income


77,529



1.6
%


115,661



2.1
%Interest expense


46,164



0.9
%


42,311



0.8
%Charges associated with mortgage refinancing


4,864



0.1
%






0.0
%Other expense, net


320



0.0
%


186



0.0
%Income before provision for income taxes


26,181



0.5
%


73,164



1.3
%Income tax provision


10,349



0.2
%


28,561



0.5
%Net income

$
15,832



0.3
%

$
44,603



0.8
%   Net Sales.
  Gross Profit.
 26




---



##### Table of Contents



Selling, General and Administrative
    Expenses.
  Depreciation and Amortization.
  Operating Income.
  Interest Expense.
    Provision for Income Taxes.
  Net Income.
    Seasonality
    Liquidity
    and Capital Resources
     27




---



##### Table of Contents



Integrating acquisitions may be time-consuming
    and create costs that could reduce our net income and cash
    flows
    December 29,


December 30,2007


2006(Dollars in thousands)Working capital

$
448,731


$
520,237   Year Ended


Year Ended


Year EndedDecember 29,


December 30,


December 31,2007


2006


2005Cash flows provided by operating activities

$
79,842


$
63,204


$
124,937Cash flows used in investing activities


(9,070
)


(18,170
)


(28,499
)Cash flows used in financing activities

$
(82,055
)

$
(42,312
)

$
(87,690
)   Working
    Capital
    Operating
    Activities
         28




---



##### Table of Contents



Investing
    Activities
              Financing
    Activities
        Debt
    and Credit Sources
     29




---



##### Table of Contents



30-day
      30-day
  Contractual Commitments.
  2008


2009


2010


2011


2012


Thereafter


Total(Dollars in thousands)Revolving credit facility(1)

$



$



$



$
177,535


$



$



$
177,535Term loan facility(2)














6,000











6,000Mortgage indebtedness(3)














1,511



3,172



290,317



295,000Subtotal














185,046



3,172



290,317



478,535Purchase obligations(4)


391,013



130,338



















521,351Operating leases


8,118



7,715



6,697



5,180



4,534



27,061



59,305Letters of credit(5)


10,431























10,431Total

$
409,562


$
138,053


$
6,697


$
190,226


$
7,706


$
317,378


$
1,069,622     (1)
    
    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 7.1% at
    December 29, 2007. 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%. Annual interest at these rates totals
    $10.5 million. At December 29, 2007, the outstanding
    balance of our credit facility, including amounts outstanding
    under the term loan, was approximately $184 million. The
    final maturity date of the revolving credit facility is
    May 7, 2011.(2)
    
    Term loan facility was used to refinance and consolidate certain
    loans made by the revolving loan lenders to the Company.(3)
    
    The interest rate on the mortgage is fixed at 6.35%. Annual
    interest at this rate is $18.7 million.(4)
    
    Our purchase obligations are related to our Supply Agreement
    with Georgia-Pacific.(5)
    
    Letters of credit not included above under the credit facilities. 30




---



##### Table of Contents



Critical
    Accounting Policies
      Revenue
    Recognition
    EITF 99-19
  
    We are the primary obligor responsible for fulfillment;
    We hold title to all reload inventory and are responsible for
    all product returns;
    We control the selling price for all channels;
    We select the supplier; and
    We bear all credit risk.      Allowance
    for Doubtful Accounts and Related Reserves
  e.g.
 31




---



##### Table of Contents



Inventories
      Stock-Based
    Compensation
  Share-Based
    Payment Accounting for
    Stock-Based Compensation
          Consideration
    Received from Vendors and Paid to Customers
   32




---



##### Table of Contents



Impairment
    of Long-Lived Assets
    Income
    Taxes
       33




---



##### Table of Contents



Accounting for Uncertainty in
    Income Taxes
  Restructuring
    Charges
  Accounting for Costs Associated with
    Exit or Disposal Activities,
  Recently
    Issued Accounting Pronouncements
  Noncontrolling Interests in Consolidated Financial Statements
  Business Combinations
  The
    Fair Value Option for Financial Assets and Financial Liabilities
 34




---



##### Table of Contents



Fair Value Measurements
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    Accounting for
    Derivative Instruments and Hedging Activities
        30-day
   35




---



##### Table of Contents



30-day
   36




---



##### 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


38Reports of Independent Registered Public
    Accounting Firm to the Board of Directors and Shareholders of
    BlueLinx Holdings Inc.


39Consolidated Balance Sheets


41Consolidated Statements of Operations and
    Comprehensive Income (Loss)


42Consolidated Statements of Cash Flows


43Consolidated Statements of Shareholders
    Equity


44Notes to Consolidated Financial Statements


45  37




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL
    REPORTING
    Rule 13a-15(f)
    Internal Control  Integrated
    Framework.
     38




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                
    39




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  The Board of Directors and Shareholders of BlueLinx Holdings
    Inc.
              
    40




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 29,


December 30,2007


2006(In thousands)ASSETSCurrent assets:Cash

$
15,759


$
27,042Receivables, less allowances of $10,536 in fiscal 2007 and
    $7,736 in fiscal 2006


263,176



307,543Inventories, net


335,887



410,686Deferred income taxes


12,199



9,024Other current assets


53,231



44,948Total current assets


680,252



799,243Property, plant, and equipment:Land and improvements


57,295



56,985Buildings


98,420



95,814Machinery and equipment


67,217



61,955Construction in progress


4,212



2,025Property, plant, and equipment, at cost


227,144



216,779Accumulated depreciation


(54,702
)


(38,530
)Property, plant, and equipment, net


172,442



178,249Non-current deferred income taxes


2,628



Other assets


28,114



26,870Total assets

$
883,436


$
1,004,362LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
164,717


$
195,815Bank overdrafts


37,152



50,241Accrued compensation


10,372



8,574Current maturities of long-term debt






9,743Other current liabilities


19,280



14,633Total current liabilities


231,521



279,006Non-current liabilities:Long-term debt


478,535



522,719Deferred income taxes






1,101Other non-current liabilities


18,557



12,137Total liabilities


728,613



814,963SHAREHOLDERS EQUITYCommon Stock, $0.01 par value, 100,000,000 shares
    authorized; 31,224,959 and 30,909,630 shares issued and
    outstanding at December 29, 2007 and December 30,
    2006, respectively


312



309Additional
    paid-in-capital


142,081



138,066Accumulated other comprehensive income


5,426



412Retained earnings


7,004



50,612Total shareholders equity


154,823



189,399Total liabilities and shareholders equity

$
883,436


$
1,004,362  41




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS AND
 COMPREHENSIVE
    INCOME (LOSS)
  Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


EndedDecember 29,


December 30,


December 31,2007


2006


2005(In thousands, except share data)Net sales

$
3,833,910


$
4,899,383


$
5,622,071Cost of sales


3,441,964



4,419,576



5,109,632Gross profit


391,946



479,807



512,439Operating expenses:Selling, general, and administrative


372,754



381,554



378,008Depreciation and amortization


20,924



20,724



18,770Total operating expenses


393,678



402,278



396,778Operating income (loss)


(1,732
)


77,529



115,661Non-operating expenses (income):Interest expense


43,660



46,164



42,311Charges associated with mortgage refinancing






4,864



Other expense (income), net


(370
)


320



186Income (loss) before provision for (benefit from) income taxes


(45,022
)


26,181



73,164Provision for (benefit from) income taxes


(17,077
)


10,349



28,561Net income (loss)

$
(27,945
)

$
15,832


$
44,603Basic weighted average number of common shares outstanding


30,848



30,618



30,195Basic net income (loss) per share applicable to common shares

$
(0.91
)

$
0.52


$
1.48Diluted weighted average number of common shares outstanding


30,848



30,779



30,494Diluted net income (loss) per share applicable to common shares

$
(0.91
)

$
0.51


$
1.46Dividends declared per common share

$
0.50


$
0.50


$
0.50Comprehensive income:Net income (loss)

$
(27,945
)

$
15,832


$
44,603Other comprehensive income (loss):Foreign currency translation, net of taxes


1,912



(58
)


276Unrealized net gain from pension plan, net of taxes


5,856



983



Unrealized loss from cash flow hedge, net of taxes


(2,754
)


(1,536
)


Minimum pension liability, net of taxes










1,536Comprehensive income (loss)

$
(22,931
)

$
15,221


$
46,415  42




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


EndedDecember 29,


December 30,


December 31,2007


2006


2005(In thousands)Cash flows from operating activities:Net income (loss)

$
(27,945
)

$
15,832


$
44,603Adjustments to reconcile net income (loss) to cash provided by
    operations:Depreciation and amortization


20,924



20,724



18,770Amortization of debt issue costs


2,431



2,628



3,629Charges associated with mortgage refinancing






4,864



Non-cash vacant property charges


11,037







Deferred income tax benefit


(9,526
)


(3,700
)


(368
)Gain from insurance settlement


(1,698
)






Share-based compensation


3,500



2,921



2,170Excess tax benefits from share-based compensation arrangements


(20
)


(891
)


(71
)Changes in assets and liabilities:Receivables


44,367



94,113



(30,609
)Inventories


74,799



66,504



36,889Accounts payable


(31,098
)


(131,594
)


56,605Changes in other working capital


(6,211
)


(4,889
)


(12,675
)Other


(718
)


(3,308
)


5,994Net cash provided by operating activities


79,842



63,204



124,937Cash flows from investing activities:Acquisitions, net of cash acquired






(9,391
)


(16,908
)Property, plant and equipment investments


(13,141
)


(9,601
)


(12,744
)Proceeds from disposition of assets


4,071



822



1,153Cash used in investing activities


(9,070
)


(18,170
)


(28,499
)Cash flows from financing activities:Issuance of common stock, net










8,548Proceeds from stock options exercised


496



1,913



258Excess tax benefits from share-based compensation arrangements


20



891



71Net decrease in revolving credit facility


(53,927
)


(138,388
)


(111,253
)Proceeds from new mortgage






295,000



Debt financing costs






(6,703
)


(570
)Retirement of old mortgage






(165,000
)


Prepayment fees associated with old mortgage






(2,475
)


Increase (decrease) in bank overdrafts


(13,089
)


(12,151
)


30,359Common dividends paid


(15,591
)


(15,400
)


(15,103
)Other


36



1



Net cash used in financing activities


(82,055
)


(42,312
)


(87,690
)Increase (decrease) in cash


(11,283
)


2,722



8,748Cash balance, beginning of period


27,042



24,320



15,572Cash balance, end of period

$
15,759


$
27,042


$
24,320Supplemental Cash Flow InformationIncome taxes paid during the period

$
991


$
21,467


$
33,067Interest paid during the period

$
40,037


$
42,636


$
38,502  43




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
  AccumulatedAdditional


OtherCommon Stock


Paid-In-


Comprehensive


RetainedBlueLinx Holdings Inc.

Shares


Amount


Capital


Income (Loss)


Earnings


Totals(In thousands)Balance, January 1, 2005


29,500



295



121,306



(789
)


20,680



141,492Net income


















44,603



44,603Foreign currency translation adjustment, net of tax














276







276Amount related to minimum pension liability, net of tax














1,536







1,536Issuance of common stock  initial public offering, net


685



7



8,541











8,548Proceeds from stock options exercised


66



1



258











259Excess tax benefits from share-based compensation arrangements










71











71Compensation related to share-based grants










2,170











2,170Common dividends paid


















(15,103
)


(15,103
)Balance, December 31, 2005


30,251



303



132,346



1,023



50,180



183,852Net income


















15,832



15,832Foreign currency translation adjustment, net of tax














(58
)






(58
)Unrealized net gain from pension plan, net of tax














983







983Unrealized loss from cash flow hedge, net of tax














(1,536
)






(1,536
)Proceeds from stock options exercised


512



5



1,908











1,913Issuance of restricted stock


147



1















1Excess tax benefits from share-based compensation arrangements










891











891Compensation related to share-based grants










2,921











2,921Common dividends paid


















(15,400
)


(15,400
)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


$
154,823  44




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation and Background  Basis
    of Presentation
  53-week
  Nature
    of Operations
    Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


EndedDecember 29,


December 30,


December 31,2007


2006


2005(Dollars in millions)Sales by categoryStructural products

$
2,098


$
2,788


$
3,548Specialty products


1,802



2,197



2,143Unallocated allowances and adjustments


(66
)


(86
)


(69
)Total sales

$
3,834


$
4,899


$
5,622   Suppliers
     45




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business
    Combinations
  Business Combinations
      2.
    Summary
    of Significant Accounting Policies  Cash
    and Equivalents
    Allowance
    for Doubtful Accounts and Related Reserves
  e.g.
  Impairment
    of Long-Lived Assets
   46




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue
    Recognition
    EITF 99-19
  
    We are the primary obligor responsible for fulfillment;
    We hold title to all reload inventory and are responsible for
    all product returns;
    We control the selling price for all channels;
    We select the supplier; and
    We bear all credit risk.      Shipping
    and Handling
    Advertising
    Costs
   47




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Earnings
    per Common Share
        Common
    Stock Dividends
      Inventory
    Valuation
     48




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant, and Equipment
    Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use.
    Intangible
    Assets with Definite Useful Lives
      (In thousands)For fiscal 2008

$
2,378For fiscal 2009

$
2,351For fiscal 2010

$
947For fiscal 2011

$
234For fiscal 2012

$
119   Intangible
    Assets with Indefinite Useful Lives
  Goodwill
    and Other Intangible Assets,
 49




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Restructuring
    Charges
  Accounting for Costs Associated
    with Exit or Disposal Activities,
      Exit


SeveranceCosts


Costs


Total(In thousands)Balance at December 30, 2006

$



$



$
Charges


11,326
(1)


5,617



16,943Payments






(4,209
)


(4,209
)Accretion of liability










Balance at December 29, 2007

$
11,326


$
1,408


$
12,734     (1)
    
    Amount excludes moving expenses requiring cash expenditures. 50




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Compensated
    Absences and Termination Costs
    Stock-Based
    Compensation
  Share-Based Payment Accounting
    for Stock-Based Compensation
          Income
    Taxes
  Accounting for Income Taxes.
   51




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Uncertainty in
    Income Taxes
  Foreign
    Currency Translation
    Derivatives
    Accounting for
    Derivative Instruments and Hedging Activities
  30-day
      30-day
 52




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Cash
    Financial
    Instruments
    BlueLinx
    Holdings Inc.
    Use of
    Estimates
    New
    Accounting Standards
  Noncontrolling Interests in Consolidated Financial Statements
  Business Combinations
  The
    Fair Value Option for Financial Assets and Financial Liabilities
 53




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans,
  Fair Value Measurements
    3.
    Income
    Taxes    Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


EndedDecember 29,


December 30,


December 31,2007


2006


2005(In thousands)Federal income taxes:Current

$
(7,420
)

$
11,902


$
23,625Deferred


(7,627
)


(3,060
)


(143
)State income taxes:Current


(1,106
)


1,814



4,877Deferred


(2,012
)


(758
)


(262
)Foreign income taxes:Current


975



333



427Deferred


113



118



37Provision for (benefit from) income taxes

$
(17,077
)

$
10,349


$
28,561  54




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


EndedDecember 29,


December 30,


December 31,2007


2006


2005(In thousands)Provision for (benefit from) income taxes computed at the
    federal statutory tax rate

$
(15,758
)

$
9,163


$
25,607State income taxes, net of federal benefit


(1,579
)


898



2,926Other


260



288



28Provision for (benefit from) income taxes

$
(17,077
)

$
10,349


$
28,561         December 29,


December 30,2007


2006(In thousands)Deferred income tax assets:Inventory

$
4,301


$
4,216Compensation-related accruals


5,370



3,780Accruals and reserves


443



1,747Pension






2,515Accounts receivable


3,489



2,274Restructuring costs


4,417



Derivatives


2,743



982Other


1,168



248$
21,931


$
15,762Deferred income tax liabilities:Intangible assets


(1,852
)


(2,711
)Property, plant and equipment


(3,594
)


(4,056
)Pension


(721
)


Other


(937
)


(1,072
)(7,104
)


(7,839
)Deferred income tax assets, net

$
14,827


$
7,923    55




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            (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

$
150      56




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Receivables      Beginning





Expense/


Write offs and


EndingBalance


Acquisitions


(Income)


Other, Net


Balance(In thousands)Fiscal 2005Allowance for doubtful accounts and related reserves

$
13,407


$
75


$
678


$
(3,215
)

$
10,945Fiscal 2006Allowance for doubtful accounts and related reserves

$
10,945


$
45


$
556


$
(3,810
)

$
7,736Fiscal 2007Allowance for doubtful accounts and related reserves

$
7,736


$



$
6,975


$
(4,175
)

$
10,536   5.
    Stock-Based
    Compensation         57




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Share-Based
    Payment Accounting for
    Stock-Based Compensation
             58




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Time-Based


Performance-Based


Performance-BasedOptions*


Options**


Options***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     *
    
    Exercise price equaled the market price at date of grant.**
    
    Exercise price exceeded the market price at date of grant.***
    
    Exercise price was less than the market price at date of grant.      Time-Based


Time-Based


Performance-BasedOptions*


Options**


Options***Risk free interest rate


4.36
%


4.73
%


4.60
%Expected dividend yield


4.43
%


3.85
%


3.19
%Expected life


7 years



7 years



1 yearExpected volatility


50
%


50
%


50
%Weighted average fair value

$
3.69


$
5.12


$
11.48     *
    
    Exercise price exceeded market price at date of grant.**
    
    Exercise price equaled market price at date of grant.***
    
    Exercise price was less than the market price at date of grant.   59




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Chief


Time-Executive Officer


BasedOptions*


Options**Risk free interest rate


4.40
%


4.39
%Expected dividend yield


3.90
%


4.45
%Expected life


7 years



7 yearsExpected volatility


50
%


48
%Weighted average fair value

$
4.76


$
3.90     *
    
    Exercise price exceeded market price at date of grant.**
    
    Exercise price equaled market price at date of grant.          60




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  WeightedAverageExerciseShares


PriceOptions outstanding at Jan. 1, 2005


1,013,137


$
3.75Options exercisable at Jan. 1, 2005






Options granted


788,900


$
13.38Options exercised


(68,872
)

$
3.75Options forfeited


(37,483
)

$
3.75Options outstanding at Dec. 31, 2005


1,695,682


$
8.23Options exercisable at Dec. 31, 2005


395,525


$
3.75Options granted


672,242


$
12.19Options exercised


(508,845
)

$
3.75Options forfeited


(141,548
)

$
3.90Options outstanding at Dec. 30, 2006


1,717,531


$
11.47Options exercisable at Dec. 30, 2006


262,492


$
10.09Options granted


160,375


$
8.58Options exercised


(132,230
)

$
3.75Options forfeited


(184,053
)

$
11.16Options expired


(71,328
)

$
3.75Options outstanding at Dec. 29, 2007


1,490,295


$
12.24Options exercisable at Dec. 29, 2007


648,233


$
11.52   Outstanding


ExercisableWeighted








WeightedAverage


Remaining





AverageNumber of


Exercise


Contractual Life


Number of


ExercisePrice Range

Options


Price


(in Years)


Options


Price$3.75


170,004


$
3.75



0.48



123,354


$
3.75$10.29-$15.10


1,320,291


$
13.33



8.06



524,879


$
13.351,490,295











648,233  61




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Performance Shares


Restricted Stock


Restricted Stock UnitsWeighted





Weighted





WeightedNumber of


Average Fair


Number of


Average Fair


Number of


Average FairAwards


Value


Awards


Value


Awards


ValueOutstanding at December 31, 2005





$







$







$
Granted





$




148,912


$
13.99



124,200


$
13.95Vested





$







$







$
Forfeited





$




(1,500
)

$
14.01



(4,950
)

$
14.01Outstanding at December 30, 2006





$




147,412


$
13.99



119,250


$
13.95Granted


245,025


$
10.46



218,063


$
10.50



99,325


$
11.02Vested





$







$







$
Forfeited


(20,306
)

$
10.46



(34,635
)

$
12.18



(30,450
)

$
13.01Outstanding at December 29, 2007


224,719


$
10.46



330,840


$
11.89



188,125


$
12.56       6.
    Employee
    Benefits  Defined
    Benefit Pension Plans
   62




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended


Fiscal Year EndedDecember 29,


December 30,2007


2006(In thousands)Change in projected benefit obligation:Projected benefit obligation at beginning of period

$
71,875


$
70,073Service cost


2,506



2,689Interest cost


4,216



4,045Actuarial (gain) loss


(5,203
)


(2,151
)Benefits paid


(2,923
)


(2,781
)Projected benefit obligation at end of period


70,471



71,875Change in plan assets:Fair value of assets at beginning of period

$
65,426


$
62,695Actual return on plan assets


9,815



5,512Benefits paid


(2,923
)


(2,781
)Fair value of assets at end of period


72,318



65,426Funded (Unfunded) Status of Plan

$
1,847


$
(6,449
)   Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans,
 63




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 29,


December 30,2007


2006(In thousands)Funded status

$
1,847


$
(6,449
)Unrecognized prior service cost


21



23Unrecognized actuarial gain


(11,228
)


(1,634
)Net amount recognized

$
(9,360
)

$
(8,060
)Amounts recognized on the balance sheet consist of:Accrued pension asset (liability)


1,847



(6,449
)Accumulated other comprehensive income (pre-tax)


(11,207
)


(1,611
)Net amount recognized

$
(9,360
)

$
(8,060
)         Fiscal Year Ended


Fiscal Year Ended


Fiscal Year EndedDecember 29,


December 30,


December 31,2007


2006


2005(In thousands)Service cost

$
2,506


$
2,689


$
2,600Interest cost on projected benefit obligation


4,216



4,045



3,879Expected return on plan assets


(5,424
)


(5,200
)


(4,836
)Amortization of unrecognized prior service cost


1



2



Net periodic pension cost

$
1,299


$
1,536


$
1,643  64




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 29,


December 30,2007


2006Projected benefit obligation:Discount rate


6.45
%


6.00
%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
%Net periodic pension costDiscount rate


6.00
%


5.90
%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
%     September 29,


September 30,Asset Category

2007


2006Equity securities  domestic


61
%


61
%Equity securities  international


16
%


15
%Fixed income


23
%


24
%Total


100
%


100
%   Investment
    policy and strategy
        Fiscal Year Ending

(In thousands)January 3, 2009

$
3,427January 2, 2010


3,623January 1, 2011


3,843December 31, 2011


4,093December 29, 2012


4,285December 28, 2013  December 30, 2017


26,272  65




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Defined
    Contribution Plans
    7.
    Inventory
    Reserve Accounts    Beginning








Write-offs and


EndingBalance


Acquisitions


Expense


Other, net


Balance(In thousands)Fiscal 2005Obsolescence/damaged inventory reserve

$
2,965


$
204


$
1,376


$
(1,820
)

$
2,725Lower of cost or market reserve

$
1,041


$



$
134


$
(1,175
)

$
Fiscal 2006Obsolescence/damaged inventory reserve

$
2,725


$
24


$
2,827


$
(514
)

$
5,062Lower of cost or market reserve

$



$



$
117


$
(117
)

$
Fiscal 2007Obsolescence/damaged inventory reserve

$
5,062


$



$
1,570


$
(2,268
)

$
4,364Lower of cost or market reserve

$



$



$
125


$
(104
)

$
21   8.
    Revolving
    Credit Facility       66




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or plus plus
          and/or
  30-day
     67




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  30-day
    9.
    Mortgage        2011

$
1,5112012


3,1722013


3,4372014


3,6652015


3,908Thereafter

$
279,307   10.
    Related
    Party Transactions    11.
    Commitments
    and Contingencies  Operating
    Leases
   68




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008

$
8,1182009


7,7152010


6,6972011


5,1802012


4,534Thereafter


27,061Total

$
59,305     Environmental
    and Legal Matters
    Collective
    Bargaining Agreements
    Preference
    Claim
  90-day No. 05-2322)
  12.
    Comprehensive
    Income (Loss)   69




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


EndedDecember 29,


December 30,


December 31,2007


2006


2005Foreign currency translation adjustment, net of tax

$
2,877


$
965


$
1,023Unrealized net gain from pension plan, net of tax


6,839



983



Unrealized loss from cash flow hedge, net of tax


(4,290
)


(1,536
)


Accumulated other comprehensive income

$
5,426


$
412


$
1,023   13.
    Unaudited
    Selected Quarterly Financial Data  First Quarter


Second Quarter


Third Quarter


Fourth QuarterThree Months


Three Months


Three Months


Three Months


Three Months


Three Months


Three Months


Three MonthsEnded


Ended


Ended


Ended


Ended


Ended


Ended


EndedMarch 31,


April 1,


June 30,


July 1,


September 29,


September 30,


December 29,


December 30,2007(a)


2006(b)


2007(c)


2006(d)


2007(e)


2006(f)


2007(g)


2006(h)(In thousands, except per share amounts)Net sales

$
957,114


$
1,376,606


$
1,081,990


$
1,378,950


$
1,015,888


$
1,203,578


$
778,918


$
940,249Gross profit


103,755



129,952



119,238



136,443



102,810



120,906



66,143



92,506Net income(loss)

$
(189
)

$
9,795


$
5,434


$
9,611


$
890


$
2,292


$
(34,080
)

$
(5,866
)Basic net income (loss) per share applicable to common shares

$
(0.01
)

$
0.32


$
0.18


$
0.31


$
0.03


$
0.07


$
(1.10
)

$
(0.19
)Diluted net income (loss) per share applicable to common shares

$
(0.01
)

$
0.32


$
0.18


$
0.31


$
0.03


$
0.07


$
(1.10
)

$
(0.19
)     (a)
    
    During the three months ended March 31, 2007, basic and
    diluted weighted average shares were 30,800,483. Total
    share-based awards of 1,938,930 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive.(b)
    
    During the three months ended April 1, 2006, basic and
    diluted weighted average shares were 30,417,488, and 30,712,709,
    respectively. Stock options to purchase 760,500 shares were
    excluded from our diluted earnings per share calculation because
    they were anti-dilutive.(c)
    
    During the three months ended June 30, 2007, basic and
    diluted weighted average shares were 30,848,349 and 30,994,917,
    respectively. Total share-based awards of 1,489,842 were
    excluded from our diluted earnings per share calculation because
    they were anti-dilutive.(d)
    
    During the three months ended July 1, 2006, basic and
    diluted weighted average shares were 30,649,044 and 30,788,936,
    respectively. Total stock-based awards of 1,503,754 were
    excluded from our diluted earnings per share calculation because
    they were anti-dilutive.(e)
    
    During the three months ended September 29, 2007, basic and
    diluted weighted average shares were 30,852,572 and 30,951,401,
    respectively. Total share-based awards of 1,759,161 were
    excluded from our diluted earnings per share calculation because
    they were anti-dilutive.(f)
    
    During the three months ended September 30, 2006, basic and
    diluted weighted average shares were 30,662,219 and 30,782,273,
    respectively. Total share-based awards of 1,537,254 were
    excluded from our diluted earnings per share calculation because
    they were anti-dilutive.(g)
    
    During the three months ended December 29, 2007, basic and
    diluted weighted average shares were 30,889,802. Total
    share-based awards of 1,831,522 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive. 70




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (h)
    
    During the three months ended December 30, 2006, basic and
    diluted weighted average shares were 30,745,010. Total
    share-based awards of 1,537,254 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive.  14.
    Supplemental
    Condensed Consolidating/Combined Financial Statements  Note 8, Revolving Credit Facility
    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 income (loss)


(1,198
)


(26,262
)


25,728







(1,732
)Non-operating expenses:Interest expense






24,091



19,569







43,660Other income, net






(111
)


(259
)






(370
)Income (loss) before provision for (benefit from) income taxes


(1,198
)


(50,242
)


6,418







(45,022
)Provision for (benefit from) income taxes


(471
)


(19,128
)


2,522







(17,077
)Equity in loss of subsidiaries


(27,218
)










27,218



Net income (loss)

$
(27,945
)

$
(31,114
)

$
3,896


$
27,218


$
(27,945
)  71




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinxBlueLinx


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$



$
4,899,383


$
25,570


$
(25,570
)

$
4,899,383Cost of sales






4,419,576











4,419,576Gross profit






479,807



25,570



(25,570
)


479,807Operating expenses:Selling, general and administrative


1,511



404,723



890



(25,570
)


381,554Depreciation and amortization






16,492



4,232







20,724Total operating expenses


1,511



421,215



5,122



(25,570
)


402,278Operating income (loss)


(1,511
)


58,592



20,448







77,529Non-operating expenses:Interest expense






29,479



16,685







46,164Charges associated with mortgage refinancing










4,864







4,864Other expense (income), net






413



(93
)






320Income (loss) before provision for (benefit from) income taxes


(1,511
)


28,700



(1,008
)






26,181Provision for (benefit from) income taxes


(604
)


11,356



(403
)






10,349Equity in income of subsidiaries


16,739











(16,739
)


Net income (loss)

$
15,832


$
17,344


$
(605
)

$
(16,739
)

$
15,832  72




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinxBlueLinx


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$



$
5,622,071


$
19,600


$
(19,600
)

$
5,622,071Cost of sales






5,109,632











5,109,632Gross profit






512,439



19,600



(19,600
)


512,439Operating expenses:Selling, general and administrative


1,779



395,368



461



(19,600
)


378,008Depreciation and amortization






14,486



4,284







18,770Total operating expenses


1,779



409,854



4,745



(19,600
)


396,778Operating income (loss)


(1,779
)


102,585



14,855







115,661Non-operating expenses:Interest expense






31,624



10,687







42,311Other expense (income), net






296



(110
)






186Income (loss) before provision for (benefit from) income taxes


(1,779
)


70,665



4,278







73,164Provision for (benefit from) income taxes


(683
)


27,601



1,643







28,561Equity in income of subsidiaries


45,699











(45,699
)


Net income

$
44,603


$
43,064


$
2,635


$
(45,699
)

$
44,603  73




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinxBlueLinx


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssets:Current assets:Cash

$
3


$
15,699


$
57


$



$
15,759Receivables






263,176











263,176Inventories






335,887











335,887Deferred income taxes






12,277







(78
)


12,199Other current assets


271



52,960











53,231Intercompany receivable


18,103



611







(18,714
)


Total current assets


18,377



680,610



57



(18,792
)


680,252Property, plant and equipment:Land and land improvements






3,000



54,295







57,295Buildings






7,390



91,030







98,420Machinery and equipment






67,217











67,217Construction in progress






4,212











4,212Property, plant and equipment, at cost






81,819



145,325







227,144Accumulated depreciation






(39,228
)


(15,474
)






(54,702
)Property, plant and equipment, net






42,591



129,851







172,442Investment in subsidiaries


137,155











(137,155
)


Non-current deferred income taxes






4,327







(1,699
)


2,628Other non-current assets






22,822



5,292







28,114Total assets

$
155,532


$
750,350


$
135,200


$
(157,646
)

$
883,436Liabilities:Current liabilities:Accounts payable

$
20


$
164,697


$



$



$
164,717Bank overdrafts






37,152











37,152Accrued compensation






10,372











10,372Deferred income taxes


78











(78
)


Other current liabilities






15,145



4,135







19,280Intercompany payable


611



17,632



471



(18,714
)


Total current liabilities


709



244,998



4,606



(18,792
)


231,521Non-current liabilities:Long-term debt






183,535



295,000







478,535Deferred income taxes










1,699



(1,699
)


Other non-current liabilities






18,557











18,557Total liabilities


709



447,090



301,305



(20,491
)


728,613Shareholders Equity/Parents Investment


154,823



303,260



(166,105
)


(137,155
)


154,823Total liabilities and equity

$
155,532


$
750,350


$
135,200


$
(157,646
)

$
883,436  74




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinxBlueLinx


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssets:Current assets:Cash

$
2


$
27,017


$
23


$



$
27,042Receivables






307,543











307,543Inventories






410,686











410,686Deferred income taxes






9,175







(151
)


9,024Other current assets


497



46,957







(2,506
)


44,948Intercompany receivable


764











(764
)


Total current assets


1,263



801,378



23



(3,421
)


799,243Property, plant and equipment:Land and land improvements






2,760



54,225







56,985Buildings






6,467



89,347







95,814Machinery and equipment






61,955











61,955Construction in progress






2,025











2,025Property, plant and equipment, at cost






73,207



143,572







216,779Accumulated depreciation






(27,300
)


(11,230
)






(38,530
)Property, plant and equipment, net






45,907



132,342







178,249Investment in subsidiaries


188,307











(188,307
)


Non-current deferred income taxes






1,430







(1,430
)


Other non-current assets






20,916



5,954







26,870Total assets

$
189,570


$
869,631


$
138,319


$
(193,158
)

$
1,004,362Liabilities:Current liabilities:Accounts payable

$
20


$
195,795


$



$



$
195,815Bank overdrafts






50,241











50,241Accrued compensation






8,574











8,574Current maturities of long-term debt






9,743











9,743Deferred income taxes


151











(151
)


Other current liabilities






14,848



(215
)






14,633Intercompany payable






160



3,110



(3,270
)


Total current liabilities


171



279,361



2,895



(3,421
)


279,006Non-current liabilities:Long-term debt






227,719



295,000







522,719Deferred income taxes










2,531



(1,430
)


1,101Other non-current liabilities






12,137











12,137Total liabilities


171



519,217



300,426



(4,851
)


814,963Shareholders Equity/Parents Investment


189,399



350,414



(162,107
)


(188,307
)


189,399Total liabilities and equity

$
189,570


$
869,631


$
138,319


$
(193,158
)

$
1,004,362  75




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinxBlueLinx


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash flows from operating activities:Net income (loss)

$
(27,945
)

$
(31,114
)

$
3,896


$
27,218


$
(27,945
)Adjustments to reconcile net income (loss) to cash provided by
    (used in) 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
)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


(17,339
)


(611
)






17,950



Intercompany payable


611



17,472



(2,639
)


(15,444
)


Other






(685
)


(33
)






(718
)Net cash provided by (used in) operating activities


(17,302
)


87,533



9,611







79,842Cash flows from investing activities:Investment in subsidiaries


32,376











(32,376
)


Property, plant 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















20Net decrease in revolving credit facility






(53,927
)










(53,927
)Decrease in bank overdrafts






(13,089
)










(13,089
)Common dividends paid


(15,591
)














(15,591
)Other


2







34







36Net cash provided by (used in) financing activities


(15,073
)


(91,498
)


(7,860
)


32,376



(82,055
)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



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinxBlueLinx


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash flows from operating activities:Net income (loss)

$
15,832


$
17,344


$
(605
)

$
(16,739
)

$
15,832Adjustments to reconcile net income (loss) to cash provided by
    (used in) operations:Depreciation and amortization






16,492



4,232







20,724Amortization of debt issue costs






1,892



736







2,628Charges associated with mortgage refinancing










4,864







4,864Deferred income tax benefit


(240
)


(2,769
)


(691
)






(3,700
)Share-based compensation


57



2,864











2,921Excess tax benefits from share-based compensation arrangements






(891
)










(891
)Equity in earnings of subsidiaries


(16,739
)










16,739



Changes in assets and liabilities:Receivables






94,113











94,113Inventories






66,504











66,504Accounts payable


(35
)


(131,559
)










(131,594
)Changes in other working capital


506



(5,326
)


(2,575
)


2,506



(4,889
)Intercompany receivable


(81
)


1,578







(1,497
)


Intercompany payable


(1,578
)


160



2,427



(1,009
)


Other






(3,634
)


326







(3,308
)Net cash provided by (used in) operating activities


(2,278
)


56,768



8,714







63,204Cash flows from investing activities:Investment in subsidiaries


14,862











(14,862
)


Acquisitions, net of cash acquired






(9,391
)










(9,391
)Property, plant and equipment investments






(9,601
)










(9,601
)Proceeds from sale of assets






822











822Net cash provided by (used in) investing activities


14,862



(18,170
)






(14,862
)


(18,170
)Cash flows from financing activities:Net transactions with Parent






115,051



(129,913
)


14,862



Proceeds from stock options exercised


1,913















1,913Excess tax benefits from share-based compensation arrangements


891















891Net decrease in revolving credit facility






(138,388
)










(138,388
)Proceeds from new mortgage










295,000







295,000Debt financing costs






(400
)


(6,303
)






(6,703
)Retirement of old mortgage










(165,000
)






(165,000
)Prepayment fees associated with old mortgage










(2,475
)






(2,475
)Decrease in bank overdrafts






(12,151
)










(12,151
)Common dividends paid


(15,400
)














(15,400
)Other


1















1Net cash used in financing activities


(12,595
)


(35,888
)


(8,691
)


14,862



(42,312
)Increase (decrease) in cash


(11
)


2,710



23







2,722Balance, beginning of period


13



24,307











24,320Balance, end of period

$
2


$
27,017


$
23


$



$
27,042Supplemental cash flow information:Income taxes paid during the period

$



$
21,278


$
189


$



$
21,467Interest paid during the period

$



$
26,127


$
16,509


$



$
42,636  77




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinxBlueLinx


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash flows from operating activities:Net income (loss)

$
44,603


$
43,064


$
2,635


$
(45,699
)

$
44,603Adjustments to reconcile net income to cash provided by (used
    in) operations:Depreciation and amortization






14,486



4,284







18,770Amortization of debt issue costs






2,718



911







3,629Deferred income tax provision (benefit)


391



103



(862
)






(368
)Share-based compensation






2,170











2,170Excess tax benefits from share-based compensation






(71
)










(71
)Equity in earnings of subsidiaries


(45,699
)










45,699



Changes in assets and liabilities:Receivables






(30,609
)










(30,609
)Inventories






36,889











36,889Accounts payable


(1,015
)


57,620











56,605Changes in other working capital


255



(13,933
)


1,003







(12,675
)Intercompany receivable


(516
)


2,434



2,251



(4,169
)


Intercompany payable


(2,434
)


(2,251
)


516



4,169



Other






4,921



1,073







5,994Net cash provided by (used in) operating activities


(4,415
)


117,541



11,811







124,937Cash flows from investing activities:Investment in subsidiaries


10,651











(10,651
)


Acquisitions, net of cash acquired






(16,908
)










(16,908
)Property, plant and equipment investments






(12,744
)










(12,744
)Proceeds from sale of assets






1,153











1,153Net cash provided by (used in) investing activities


10,651



(28,499
)






(10,651
)


(28,499
)Cash flows from financing activities:Net transactions with Parent






1,160



(11,811
)


10,651



Issuance of common stock, net


8,548















8,548Proceeds from stock options exercised


258















258Excess tax benefits from share-based compensation


71















71Net decrease in revolving credit facility






(111,253
)










(111,253
)Debt financing costs






(570
)










(570
)Increase in bank overdrafts






30,359











30,359Common dividends paid


(15,103
)














(15,103
)Net cash used in financing activities


(6,226
)


(80,304
)


(11,811
)


10,651



(87,690
)Increase in cash


10



8,738











8,748Balance, beginning of period


3



15,569











15,572Balance, end of period

$
13


$
24,307


$



$



$
24,320Supplemental cash flow information:Income taxes paid during the period

$



$
32,677


$
390


$



$
33,067Interest paid during the period

$



$
29,376


$
9,126


$



$
38,502  78




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinxBlueLinx


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedBalance, January 1, 2005

$
141,492


$
167,559


$
(22,413
)

$
(145,146
)

$
141,492Net income


44,603



43,064



2,635



(45,699
)


44,603Foreign currency translation adjustment


276



276







(276
)


276Amount related to minimum pension liability


1,536



1,536







(1,536
)


1,536Issuance of common stock-initial public offering, net


8,548















8,548Proceeds from stock options exercised


259















259Excess tax benefits from share-based compensation arrangements


71















71Compensation related to share-based grants


2,170















2,170Common stock dividends


(15,103
)














(15,103
)Net transactions with the parent






3,331



(11,811
)


8,480



Balance, December 31, 2005

$
183,852


$
215,766


$
(31,589
)

$
(184,177
)

$
183,852Net income (loss)


15,832



17,344



(605
)


(16,739
)


15,832Foreign currency translation adjustment


(58
)


(58
)






58



(58
)Unrealized net gain from pension plan, net of tax


983



983







(983
)


983Unrealized loss from cash flow hedge, net of tax


(1,536
)


(1,536
)






1,536



(1,536
)Proceeds from stock options exercised


1,913















1,913Issuance of restricted stock


1















1Excess tax benefits from share-based compensation arrangements


891















891Compensation related to share-based grants


2,921















2,921Common stock dividends


(15,400
)














(15,400
)Net transactions with the parent






117,915



(129,913
)


11,998



Balance, 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


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 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
)

$
154,823  79




---



##### 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
    Form 10-K, rule 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control over Financial Reporting
  Form 10-K.
  Changes
    in Internal Control over Financial Reporting
    Form 10-K.
  ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.   80




---



##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.  (a)
    Financial
    Statements, Schedules and Exhibits  Financial Statements. Form 10-K.
  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) 81




---



##### Table of Contents



ExhibitNumber

Item10
.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)10
.3

Master Purchase, Supply and Distribution Agreement, dated
    May 7, 2004 by and between BlueLinx Corporation and
    Georgia-Pacific(A)10
.4

Severance Agreement between BlueLinx Corporation and Charles H.
    McElrea, dated May 7, 2004(C)10
.5

Severance Agreement between BlueLinx Corporation and David J.
    Morris, dated May 7, 2004(C)10
.6

Severance Agreement between BlueLinx Corporation and George R.
    Judd, dated May 7, 2004(C)10
.7

Severance Agreement between BlueLinx Corporation and Steven C.
    Hardin, dated May 7, 2004(C)10
.8

Severance Agreement between BlueLinx Corporation and Barbara V.
    Tinsley, dated May 7, 2004(C)10
.9

BlueLinx Holdings Inc. 2004 Long Term Equity Incentive Plan(C)10
.10

Form of Director and Officer Indemnification Agreement(A)10
.11

Employment Agreement between BlueLinx Corporation and Stephen E.
    Macadam, dated October 20, 2005 (incorporated by reference
    to
    Form 8-K
    filed with the Securities and Exchange Commission on
    October 24, 2005)10
.12

Retirement and Consulting Agreement between BlueLinx Corporation
    and Charles H. McElrea, dated October 20, 2005
    (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    October 24, 2005)10
.13

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
.14

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
.15

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
.16

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
.17

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 8-K
    filed with the Securities and Exchange Commission on
    June 15, 2006)10
.18

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
.19

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
.20

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 8-K
    filed with the Securities and Exchange Commission on
    August 9, 2006)10
.21

Consulting Agreement between BlueLinx Corporation and David J.
    Morris, dated November 17, 2006 (incorporated by reference
    to
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 21, 2006)10
.22

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) 82




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##### Table of Contents



ExhibitNumber

Item10
.23

Employment Agreement between BlueLinx Corporation and Lynn A.
    Wentworth, dated January 12, 2007, effective
    January 22, 2007 (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 17, 2007)10
.24

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
.25

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
.26

First Amendment to Employment Agreement with Stephen E. Macadam,
    dated as of January 8, 2008 (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 11, 2008)10
.27

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)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 Stephen E. Macadam, 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 Stephen E. Macadam, 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. 83




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##### Table of Contents



SIGNATURES
    BLUELINX HOLDINGS INC.
   By:
    /s/  Stephen
    E. Macadam         Signature Name

Capacity

Date/s/  Stephen
    E. MacadamStephen
    E. Macadam

Chief Executive Officer and Director (Principal Executive
    Officer)

February 29, 2008/s/  Howard
    D. GoforthHoward
    D. Goforth

Senior Vice President,Chief Financial Officer and Treasurer
    (Principal Financial and Accounting Officer)

February 29, 2008/s/  Jeffrey
    J. FentonJeffrey
    J. Fenton

Chairman

February 29, 2008/s/  Howard
    S. CohenHoward
    S. Cohen

Director

February 29, 2008/s/  Richard
    S. GrantRichard
    S. Grant

Director

February 29, 2008/s/  Steven
    F. MayerSteven
    F. Mayer

Director

February 29, 2008/s/  Richard
    B. MarcheseRichard
    B. Marchese

Director

February 29, 2008/s/  Charles
    H. McElreaCharles
    H. McElrea

Director

February 29, 2008/s/  Alan
    H. SchumacherAlan
    H. Schumacher

Director

February 29, 2008/s/  Mark
    A. SuwynMark
    A. Suwyn

Director

February 29, 2008/s/  Robert
    G. WardenRobert
    G. Warden

Director

February 29, 2008  84