##### 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
    January 3, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file
    number: 1-32383
  BLUELINX HOLDINGS
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

77-0627356(State or other jurisdiction
    of
    incorporation or organization)

(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
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 





BLUELINX
    HOLDINGS INC.
  ANNUAL
    REPORT ON
    FORM 10-K
 For the
    Fiscal Year Ended January 3, 2009
  TABLE OF
    CONTENTS
   
 PART IITEM 1.


Business


4ITEM 1A.


Risk Factors


9ITEM 1B.


Unresolved Staff Comments


16ITEM 2.


Properties


16ITEM 3.


Legal Proceedings


16ITEM 4.


Submission of Matters to a Vote of Security
    Holders


17PART IIITEM 5.


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


17ITEM 6.


Selected Financial Data


18ITEM 7.


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


22ITEM 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


37ITEM 8.


Financial Statements and Supplementary Data


39ITEM 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


86ITEM 9A.


Controls and Procedures


86ITEM 9B.


Other Information


86PART IIIITEM 10.


Directors, Executive Officers and Corporate
    Governance


86ITEM 11.


Executive Compensation


87ITEM 12.


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


87ITEM 13.


Certain Relationships and Related Transactions,
    and Director Independence


87ITEM 14.


Principal Accounting Fees and Services


87PART IVITEM 15.


Exhibits, Financial Statement Schedules


87EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



CAUTIONARY
    STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
  Form 10-K
  Form 10-K, Form 10-K.
  Form 10-K. Form 10-K, Form 10-K
 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 2008 refers to the
    53-week period ended January 3, 2009. Reference to
    fiscal 2007 refers to the 52-week period ended
    December 29, 2007. Reference to fiscal 2006
    refers to the 52-week period ended December 30, 2006.
  ITEM 1.
    BUSINESS.  Company
    Overview
        (770) 953-7000. Form 10-K, Form 10-Q, Form 8-K, Regulation S-K. Form 8-K
  History
   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

PositionHoward S. Cohen


62


Executive ChairmanGeorge R. Judd


47


President and Chief Executive OfficerH. Douglas Goforth


45


Chief Financial Officer and TreasurerDuane G. Goodwin


50


Chief Supply Chain OfficerDean A. Adelman


43


Chief Administrative Officer   Howard S. Cohen
 7




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##### Table of Contents



George R. Judd
  H. Douglas Goforth
  Duane G. Goodwin
  Dean A. Adelman
  Environmental
    and Other Governmental Regulations
  Environmental
    Regulation and Compliance
     8




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##### Table of Contents



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.
    Further
    downward changes in demand for housing could negatively impact
    our business.
   9




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##### Table of Contents



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




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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.
   11




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##### Table of Contents



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




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##### Table of Contents



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
  We may
    be unable to recover or continue to recognize our deferred
    income tax assets which would increase our tax expense and
    reduce our operating results.
      Increases
    in the cost of employee benefits, such as pension and other
    postretirement benefits, could impact our financial results and
    cash flow.
   13




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Federal
    and state transportation regulations could impose substantial
    costs on us which would reduce our net income.
    Environmental
    laws impose risks and costs on us.
    We may
    incur substantial costs relating to Georgia-Pacifics
    product liability related claims.
   14




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Affiliates
    of Cerberus control us and may have conflicts of interest with
    other stockholders in the future.
      Even
    if Cerberus no longer controls us in the future, certain
    provisions of our charter documents and agreements and Delaware
    law could discourage, delay or prevent a merger or acquisition
    at a premium price.
    
    permit us to issue, without any further vote or action by the
    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.     15




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##### Table of Contents



and/or
  Anti-terrorism
    measures may harm our business by impeding our ability to
    deliver products on a timely and cost-effective
    basis.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.        Owned


LeasedFacility Type

Number


Facilities
    (ft2)


Facilities
    (ft2)Office Space(1)


3



68,721



251,900Warehouses


75



10,221,955



656,166TOTAL


78



10,290,676



908,066     (1)
    
    Includes corporate headquarters in Atlanta, the Denver Sales
    Center and a call center in Vancouver. We are actively marketing
    100,000 square feet for sublease at our Atlanta corporate
    headquarters.    ITEM 3.
    LEGAL
    PROCEEDINGS.  90-day No. 05-2322)
 16




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##### Table of Contents



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 January 3, 2009First Quarter

$
5.97


$
2.96Second Quarter

$
6.00


$
3.57Third Quarter

$
7.54


$
2.91Fourth Quarter

$
5.60


$
1.02Fiscal Year Ended December 29, 2007First Quarter

$
12.39


$
10.18Second Quarter

$
11.96


$
10.47Third Quarter

$
10.61


$
6.93Fourth Quarter

$
7.50


$
3.16      17




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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


1,038,515


$
6.78



2,063,183Equity compensation plans not approved by security holders






n/a



Total


1,038,515


$
6.78



2,063,183  18




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##### Table of Contents



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


12/16/04


01/01/05


12/31/05


12/30/06


12/29/07


01/03/09BlueLinx Holdings Inc.



100




107.19




86.84




83.75




34.78




22.21Russell 2000 Index



100




101.55




106.17




125.67




124.63




83.58Peer Group



100




101.82




149.98




126.66




78.13




66.49   ITEM 6.
    SELECTED
    FINANCIAL DATA.     19




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##### Table of Contents



Form 10-K
    Pre-acquisitionBlueLinx



PeriodPeriod fromInception(March 8,



Period fromYear Ended


Year Ended


Year Ended


Year Ended


2004)



January 4,January 3,


December 29,


December 30,


December 31,


to January 1,



2004 to May 7,2009


2007


2006


2005


2005



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

$
2,779,699


$
3,833,910


$
4,899,383


$
5,622,071


$
3,672,820



$
1,885,334Cost of sales


2,464,766



3,441,964



4,419,576



5,109,632



3,339,590




1,658,123Gross profit


314,933



391,946



479,807



512,439



333,230




227,211Operating expenses:Selling, general and administrative expenses


303,403



372,754



381,554



378,008



248,291




139,203Depreciation and amortization


20,519



20,924



20,724



18,770



10,132




6,175Total operating expenses


323,922



393,678



402,278



396,778



258,423




145,378Operating income (loss)


(8,989
)


(1,732
)


77,529



115,661



74,807




81,833Non-operating expenses (income):Interest expense


38,547



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


601



(370
)


320



186



(516
)



614(Loss) income before (benefit from) provision for income taxes


(48,137
)


(45,022
)


26,181



73,164



43,687




81,219(Benefit from) provision for income taxes


(16,434
)


(17,077
)


10,349



28,561



17,781




30,782Net income (loss)

$
(31,703
)

$
(27,945
)

$
15,832


$
44,603


$
25,906



$
50,437Less: preferred stock dividends


















5,226Net income applicable to common stockholders

$
(31,703
)

$
(27,945
)

$
15,832


$
44,603


$
20,680   20




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##### Table of Contents



Pre-acquisitionBlueLinx



PeriodPeriod fromInception(March 8,



Period fromYear Ended


Year Ended


Year Ended


Year Ended


2004)



January 4,January 3,


December 29,


December 30,


December 31,


to January 1,



2004 to May 7,2009


2007


2006


2005


2005



2004(In thousands, except per share data)Basic weighted average number of common shares outstanding


31,083



30,848



30,618



30,195



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

$
(1.02
)

$
(0.91
)

$
0.52


$
1.48


$
1.09Diluted weighted average number of common shares outstanding


31,083



30,848



30,779



30,494



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

$
(1.02
)

$
(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

$
4,919


$
13,141


$
9,601


$
12,744


$
9,759



$
1,378EBITDA(1)


10,929



19,562



97,933



134,245



85,455




87,394Net cash provided by (used in) operating activities


181,271



79,842



63,204



124,937



137,246




(113,982
)Net cash provided by (used in) investing activities


985



(9,070
)


(18,170
)


(28,499
)


(832,992
)



(1,126
)Net cash provided by (used in) financing activities

$
(47,662
)

$
(82,055
)

$
(42,312
)

$
(87,690
)

$
711,318



$
114,602Balance Sheet Data (at end of period):Cash and cash equivalents

$
150,353


$
15,759


$
27,042


$
24,320


$
15,572Working capital


320,527



448,731



520,237



529,983



491,975Total assets


732,407



883,436



1,004,362



1,157,640



1,137,062Total debt(2)


444,870



478,535



532,462



540,850



652,103Shareholders equity/parents investment

$
102,852


$
154,823


$
189,399


$
183,852


$
141,492     (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, and depreciation and
    amortization. EBITDA is presented herein because we believe it
    is a useful supplement to cash flow from operations in
    understanding cash flows generated from operations that are
    available for debt service (interest and principal payments) and
    further investment in acquisitions. However, EBITDA is not a
    presentation made in accordance with generally accepted
    accounting principles in the United States, 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. 21




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##### Table of Contents



Pre-acquisitionBlueLinx



PeriodPeriod from



Period fromYear Ended


Year Ended


Year Ended


Year Ended


Inception (March 8,



January 4,January 3,


December 29,


December 30,


December 31,


2004) to January 1,



2004 to May 7,2009


2007


2006


2005


2005



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

$
181,271


$
79,842


$
63,204


$
124,937


$
137,246



$
(113,982
)Amortization of debt issue costs


(2,479
)


(2,431
)


(2,628
)


(3,629
)


(2,323
)



Non-cash vacant property charges


(4,441
)


(11,037
)















Deferred income tax (provision) benefit


2,935



9,526



3,700



368



4,469




(9,183
)Prepayment fees associated with sale of property


(1,868
)



















Gain on sale of properties


1,936




















Gain from insurance settlement






1,698
















Share-based compensation


(2,614
)


(3,500
)


(3,137
)


(2,170
)


(1,088
)



Excess tax benefits from share-based arrangements


81



20



891



71








Changes in assets and liabilities


(186,005
)


(81,139
)


(20,610
)


(56,204
)


(99,395
)



179,777Interest expense


38,547



43,660



46,164



42,311



28,765




(Benefit from) provision for income taxes


(16,434
)


(17,077
)


10,349



28,561



17,781




30,782EBITDA

$
10,929


$
19,562


$
97,933


$
134,245


$
85,455



$
87,394   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  The following discussion should be read in conjunction with
    our consolidated financial statements and related notes and
    other financial information appearing elsewhere in this
    Form 10-K.
    In addition to historical information, the following discussion
    and other parts of this
    Form 10-K
    contain forward-looking information that involves risks and
    uncertainties. Our actual results could differ materially from
    those anticipated by this forward-looking information due to the
    factors discussed under Risk Factors,
    Cautionary Statement Concerning Forward-Looking
    Statements and elsewhere in this
    Form 10-K.
  Overview
  Company
    Background
   22




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##### Table of Contents



Selected
    Factors that Affect our Operating Results
        Sales
    Revenue Variances by Product
  Fiscal 2008


Fiscal 2007


Fiscal 2006(Dollars in millions)Sales by CategoryStructural Products

$
1,422


$
2,098


$
2,788Specialty Products


1,412



1,802



2,197Other(1)


(54
)


(66
)


(86
)Total Sales

$
2,780


$
3,834


$
4,899Sales VariancesUnit Volume $ Change

$
(1,161
)

$
(896
)

$
(398
)Price/Other(1)


107



(169
)


(325
)Total $ Change

$
1,054


$
(1,065
)

$
(723
)Unit Volume% Change


(29.7
)%


(18.0
)%


(7.0
)%Price/Other(1)


2.2
%


(3.7
)%


(5.9
)%Total% Change


(27.5
)%


(21.7
)%


(12.9
)%     (1)
    
    Other includes unallocated allowances and discounts. 23




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##### Table of Contents



Fiscal 2008


Fiscal 2007


Fiscal 2006(Dollars in millions)Gross Margin $ by CategoryStructural Products

$
134


$
173


$
194Specialty Products


200



238



308Other(1)


(19
)


(19
)


(22
)Total Gross Margin $

$
315


$
392


$
480Gross Margin % by CategoryStructural Products


9.4
%


8.2
%


7.0
%Specialty Products


14.2
%


13.2
%


14.0
%Total Gross Margin %


11.3
%


10.2
%


9.8
%Unit Volume Change by ProductStructural Products


(34.6
)%


(19.2
)%


(11.8
)%Specialty Products


(24.0
)%


(16.4
)%


1.0
%Total Unit Volume Change %


(29.7
)%


(18.0
)%


(7.0
)%     (1)
    
    Other includes unallocated allowances and discounts.    Fiscal 2008


Fiscal 2007


Fiscal 2006(Dollars in millions)Sales by ChannelWarehouse/Reload

$
2,044


$
2,763


$
3,326Direct


790



1,137



1,659Other(1)


(54
)


(66
)


(86
)Total

$
2,780


$
3,834


$
4,899Gross Margin by ChannelWarehouse/Reload

$
284


$
344


$
407Direct


50



67



95Other(1)


(19
)


(19
)


(22
)Total

$
315


$
392


$
480Gross Margin % by ChannelWarehouse/Reload


13.9
%


12.5
%


12.2
%Direct


6.3
%


5.9
%


5.7
%Other(1)


NA



NA



NATotal


11.3
%


10.2
%


9.8
%     (1)
    
    Other includes unallocated allowances and discounts.  Fiscal
    Year
   24




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##### Table of Contents



Results
    of Operations
  Fiscal
    2008 Compared to Fiscal 2007
    Year Ended


% of


Year Ended


% ofJanuary 3,


Net


December 29,


Net2009


Sales


2007


Sales(Dollars in thousands)Net sales

$
2,779,699



100.0
%

$
3,833,910



100.0
%Gross profit


314,933



11.3
%


391,946



10.2
%Selling, general and administrative


303,403



10.9
%


372,754



9.7
%Depreciation and amortization


20,519



0.7
%


20,924



0.5
%Operating loss


(8,989
)


(0.3
)%


(1,732
)


0.0
%Interest expense


38,547



1.4
%


43,660



1.1
%Other expense (income), net


601



0.0
%


(370
)


0.0
%Loss before benefit from income taxes


(48,137
)


(1.7
)%


(45,022
)


(1.2
)%Benefit from income taxes


(16,434
)


(0.6
)%


(17,077
)


(0.4
)%Net loss

$
(31,703
)


(1.1
)%

$
(27,945
)


(0.7
)%   Net Sales.
  Gross Profit.
  Selling, General and Administrative
    Expenses.
  Depreciation and Amortization.
  Operating Loss.
 25




---



##### Table of Contents



Interest Expense.
    Benefit from Income Taxes.
  Net Loss.
    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 (loss) income


(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 (income) expense, net


(370
)


0.0
%


320



0.0
%(Loss) income before (benefit from) provision for income taxes


(45,022
)


(1.2
)%


26,181



0.5
%(Benefit from) provision for income taxes


(17,077
)


(0.4
)%


10,349



0.2
%Net (loss) income

$
(27,945
)


(0.7
)%

$
15,832



0.3
%   Net Sales.
  Gross Profit.
 26




---



##### Table of Contents



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




---



##### Table of Contents



Form 10-K,
  Integrating acquisitions may be time-consuming
    and create costs that could reduce our net income and cash
    flows
    January 3,


December 29,2009


2007(Dollars in thousands)Working capital

$
320,527


$
448,731   Year Ended


Year Ended


Year EndedJanuary 3,


December 29,


December 30,2009


2007


2006Cash flows provided by operating activities

$
181,271


$
79,842


$
63,204Cash flows provided by (used in) investing activities


985



(9,070
)


(18,170
)Cash flows used in financing activities

$
(47,662
)

$
(82,055
)

$
(42,312
)   Working
    Capital
    Operating
    Activities
     28




---



##### Table of Contents



Investing
    Activities
            Financing
    Activities
      Debt
    and Credit Sources
     29




---



##### Table of Contents



30-day
       30




---



##### Table of Contents



Contractual Commitments.
  2009


2010


2011


2012


2013


Thereafter


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

$
60,000


$



$
90,000


$



$



$



$
150,000Term loan facility(2)










6,000















6,000Mortgage indebtedness(3)










1,712



3,593



3,885



279,680



288,870Subtotal


60,000







97,712



3,593



3,885



279,680



444,870Purchase obligations(4)


23,911



7,970



















31,881Operating leases


7,854



6,815



5,216



4,534



4,416



22,646



51,481Letters of credit(5)


12,870























12,870Total

$
104,635


$
14,785


$
102,298


$
8,127


$
8,301


$
302,326


$
541,102     (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 3.2% at
    January 3, 2009. 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
    $8.3 million. At January 3, 2009, the outstanding
    balance of our credit facility was approximately
    $156 million. During January 2009, we reduced our
    borrowings under the revolving credit facility by
    $60.0 million. We used cash on hand to pay down this
    portion of our revolving credit debt. 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 us.(3)
    
    The interest rate on the mortgage is fixed at 6.35%. Annual
    interest at this rate is $18.3 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.    Critical
    Accounting Policies
      Revenue
    Recognition
   31




---



##### Table of Contents



99-19, (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.
  Inventory
    Valuation
      Stock-Based
    Compensation
   32




---



##### Table of Contents



Consideration
    Received from Vendors and Paid to Customers
      Impairment
    of Long-Lived Assets
   33




---



##### Table of Contents



Income
    Taxes
          Restructuring
    Charges
   34




---



##### Table of Contents



Self-Insurance
    Recently
    Issued Accounting Pronouncements
    03-6-1, (FSP 03-6-1). FSP 03-6-1 FSP 03-6-1 Form 10-K.
    No. 142-3, (FSP 142-3). FSP 142-3
 35




---



##### Table of Contents



FSP 142-3
      No. 06-11, (EITF 06-11). EITF 06-11 EITF 06-11 EITF 06-11
    No. 157-1 (FSP 157-1) FSP 157-1 157-2 (FSP 157-2) No. 157-3, (FSP 157-3). FSP 157-3
 36




---



##### Table of Contents



FSP 157-3 FSP 157-3
    Level 1

Unadjusted quoted prices in active markets for identical assets
    or liabilities.Level 2

Unadjusted quoted prices in active markets for similar assets or
    liabilities, orUnadjusted quoted prices for identical or similar assets or
    liabilities in markets that are not active, orInputs other than quoted prices that are observable for the
    asset or liability.Level 3

Unobservable inputs for the asset or liability.       FSP 157-2;
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    Accounting for
    Derivative Instruments and Hedging Activities
     37




---



##### Table of Contents



30-day
     38




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  Index to
    Financial Statements and Supplemental Data
   
 PageManagements Report on Internal Control Over
    Financial Reporting


40Reports of Independent Registered Public
    Accounting Firm to the Board of Directors and Shareholders of
    BlueLinx Holdings Inc.


41Consolidated Balance Sheets


43Consolidated Statements of Operations and
    Comprehensive (Loss) Income


44Consolidated Statements of Cash Flows


45Statements of Shareholders Equity


46Notes to Consolidated Financial Statements


47   39




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##### 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.
   40




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                
    41




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  The Board of Directors and Shareholders of BlueLinx Holdings
    Inc.
              
    42




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETS  January 3,


December 29,2009


2007(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
150,353


$
15,759Receivables, less allowances of $10,114 in fiscal 2008 and
    $10,536 in fiscal 2007


130,653



263,176Inventories, net


189,482



335,887Deferred income taxes


11,868



12,199Other current assets


37,351



53,231Total current assets


519,707



680,252Property and equipment:Land and improvements


53,426



57,295Buildings


96,159



98,420Machinery and equipment


70,491



67,217Construction in progress


2,035



4,212Property and equipment, at cost


222,111



227,144Accumulated depreciation


(69,336
)


(54,702
)Property and equipment, net


152,775



172,442Non-current deferred income taxes


17,468



2,628Other non-current assets


42,457



28,114Total assets

$
732,407


$
883,436LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
78,367


$
164,717Bank overdrafts


24,715



37,152Accrued compensation


11,552



10,372Current maturities of long-term debt


60,000



Other current liabilities


24,546



19,280Total current liabilities


199,180



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


384,870



478,535Other non-current liabilities


45,505



18,557Total liabilities


629,555



728,613SHAREHOLDERS EQUITYCommon Stock, $0.01 par value, 100,000,000 shares
    authorized; 32,362,360 and 31,224,959 shares issued and
    outstanding at January 3, 2009 and December 29, 2007,
    respectively


323



312Additional
    paid-in-capital


144,148



142,081Accumulated other comprehensive (loss) income


(16,920
)


5,426(Accumulated deficit) retained earnings


(24,699
)


7,004Total shareholders equity


102,852



154,823Total liabilities and shareholders equity

$
732,407


$
883,436  43




---



##### Table of Contents



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


Fiscal Year


Fiscal YearEnded


Ended


EndedJanuary 3,


December 29,


December 30,2009


2007


2006(In thousands, except per share data)Net sales

$
2,779,699


$
3,833,910


$
4,899,383Cost of sales


2,464,766



3,441,964



4,419,576Gross profit


314,933



391,946



479,807Operating expenses:Selling, general, and administrative


303,403



372,754



381,554Depreciation and amortization


20,519



20,924



20,724Total operating expenses


323,922



393,678



402,278Operating (loss) income


(8,989
)


(1,732
)


77,529Non-operating expenses (income):Interest expense


38,547



43,660



46,164Charges associated with mortgage refinancing










4,864Other expense (income), net


601



(370
)


320(Loss) income before (benefit from) provision for income taxes


(48,137
)


(45,022
)


26,181(Benefit from) provision for income taxes


(16,434
)


(17,077
)


10,349Net (loss) income

$
(31,703
)

$
(27,945
)

$
15,832Basic weighted average number of common shares outstanding


31,083



30,848



30,618Basic net (loss) income per share applicable to common shares

$
(1.02
)

$
(0.91
)

$
0.52Diluted weighted average number of common shares outstanding


31,083



30,848



30,779Diluted net (loss) income per share applicable to common shares

$
(1.02
)

$
(0.91
)

$
0.51Dividends declared per common share

$



$
0.50


$
0.50Comprehensive (loss) income:Net (loss) income

$
(31,703
)

$
(27,945
)

$
15,832Other comprehensive (loss) income:Foreign currency translation, net of taxes


(2,598
)


1,912



(58
)Unrealized net (loss) gain from pension plan, net of taxes


(15,997
)


5,856



983Unrealized loss from cash flow hedge, net of taxes


(3,751
)


(2,754
)


(1,536
)Comprehensive (loss) income

$
(54,049
)

$
(22,931
)

$
15,221  44




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##### Table of Contents



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


Fiscal Year


Fiscal YearEnded


Ended


EndedJanuary 3,


December 29,


December 30,2009


2007


2006(In thousands)Cash flows from operating activities:Net (loss) income

$
(31,703
)

$
(27,945
)

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


20,519



20,924



20,724Amortization of debt issue costs


2,479



2,431



2,628Charges associated with mortgage refinancing










4,864Non-cash vacant property charges


4,441



11,037



Deferred income tax benefit


(2,935
)


(9,526
)


(3,700
)Prepayment fees associated with principal payments on new
    mortgage


1,868







Gain from sale of properties


(1,936
)






Gain from insurance settlement






(1,698
)


Share-based compensation


2,614



3,500



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


(81
)


(20
)


(891
)Changes in assets and liabilities:Receivables


132,523



44,367



94,113Inventories


146,405



74,799



66,504Accounts payable


(86,350
)


(31,098
)


(131,594
)Changes in other working capital


20,440



(6,211
)


(4,889
)Other


(27,013
)


(718
)


(3,308
)Net cash provided by operating activities


181,271



79,842



63,204Cash flows from investing activities:Acquisitions, net of cash acquired










(9,391
)Property and equipment investments


(4,919
)


(13,141
)


(9,601
)Proceeds from disposition of assets


5,904



4,071



822Net cash provided by (used in) investing activities


985



(9,070
)


(18,170
)Cash flows from financing activities:Proceeds from stock options exercised


434



496



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


81



20



891Net decrease in revolving credit facility


(27,535
)


(53,927
)


(138,388
)Proceeds from new mortgage










295,000Debt financing costs


(217
)






(6,703
)Retirement of old mortgage










(165,000
)Prepayment fees associated with old mortgage










(2,475
)Principal payments on new mortgage


(6,130
)






Prepayment fees associated with principal payments on new
    mortgage


(1,868
)






Decrease in bank overdrafts


(12,437
)


(13,089
)


(12,151
)Common dividends paid






(15,591
)


(15,400
)Other


10



36



1Net cash used in financing activities


(47,662
)


(82,055
)


(42,312
)Increase (decrease) in cash and cash equivalents


134,594



(11,283
)


2,722Cash and cash equivalents balance, beginning of period


15,759



27,042



24,320Cash and cash equivalents balance, end of period

$
150,353


$
15,759


$
27,042Supplemental Cash Flow InformationNet income tax refunds (income taxes paid) during the period

$
22,762


$
(991
)

$
(21,467
)Interest paid during the period

$
36,854


$
40,037


$
42,636  45




---



##### 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, 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


$
154,823Net loss


















(31,703
)


(31,703
)Foreign currency translation adjustment, net of tax














(2,598
)






(2,598
)Unrealized net loss from pension plan, net of tax














(15,997
)






(15,997
)Unrealized loss from cash flow hedge, net of tax














(3,751
)






(3,751
)Proceeds from stock options exercised


116



1



433











434Issuance of restricted stock


1,022



10















10Excess tax benefits from share-based compensation arrangements










81











81Excess tax deficiencies from share-based compensation
    arrangements










(1,061
)










(1,061
)Compensation related to share-based grants










2,614











2,614Balance, January 3, 2009


32,362


$
323


$
144,148


$
(16,920
)

$
(24,699
)

$
102,852  46




---



##### Table of Contents



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


Fiscal Year


Fiscal YearEnded


Ended


EndedJanuary 3,


December 29,


December 30,2009


2007


2006(Dollars in millions)Sales by categoryStructural products

$
1,422


$
2,098


$
2,788Specialty products


1,412



1,802



2,197Unallocated allowances and adjustments


(54
)


(66
)


(86
)Total sales

$
2,780


$
3,834


$
4,899   Suppliers
     47




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business
    Combinations
      2.
    Summary
    of Significant Accounting Policies  Cash
    and Cash Equivalents
    Restricted
    Cash
    Concentrations
    of Credit Risk
    Allowance
    for Doubtful Accounts and Related Reserves
  e.g.
 48




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    Recognition
    99-19, (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
    Earnings
    per Common Share
       49




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Common
    Stock Dividends
    Inventory
    Valuation
      Property
    and Equipment
        98-1, (SOP 98-1).
 50




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Impairment
    of Long-Lived Assets
    Intangible
    Assets with Definite Useful Lives
      (In thousands)For fiscal 2009

$
2,291For fiscal 2010

$
920For fiscal 2011

$
204For fiscal 2012

$
119For fiscal 2013

$
   Intangible
    Assets with Indefinite Useful Lives
   51




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Restructuring
    Charges
  ,
   52




---



##### Table of Contents



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


SeveranceCosts


Costs


Total(In thousands)Balance at December 29, 2007

$
11,326


$
1,408


$
12,734Charges


4,441



5,235



9,676Payments


(2,438
)


(6,131
)


(8,569
)Accretion of liability


804







804Balance at January 3, 2009

$
14,133


$
512


$
14,645   Compensated
    Absences
    Stock-Based
    Compensation
        Shareholders
    Equity
   53




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
  Accounting for Income Taxes
        Foreign
    Currency Translation
    Derivatives
    Accounting for
    Derivative Instruments and Hedging Activities
 54




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  30-day
        Financial
    Instruments
    BlueLinx
    Holdings Inc.
    Use of
    Estimates
   55




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    New
    Accounting Standards
    03-6-1, (FSP 03-6-1). FSP 03-6-1 FSP 03-6-1 Form 10-K.
    No. 142-3, (FSP 142-3). FSP 142-3 FSP 142-3
   56




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 06-11, (EITF 06-11). EITF 06-11 EITF 06-11 EITF 06-11
    No. 157-1 (FSP 157-1) FSP 157-1 157-2 (FSP 157-2) No. 157-3, (FSP 157-3). FSP 157-3 FSP 157-3 FSP 157-3
    Level 1

Unadjusted quoted prices in active markets for identical assets
    or liabilities.Level 2

Unadjusted quoted prices in active markets for similar assets or
    liabilities, orUnadjusted quoted prices for identical or similar assets or
    liabilities in markets that are not active, or 57




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inputs other than quoted prices that are observable for the
    asset or liability.Level 3

Unobservable inputs for the asset or liability.       FSP 157-2;
  3.
    Income
    Taxes    Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


EndedJanuary 3,


December 29,


December 30,2009


2007


2006(In thousands)Federal income taxes:Current

$
(12,736
)

$
(7,420
)

$
11,902Deferred


(2,149
)


(7,627
)


(3,060
)State income taxes:Current


(973
)


(1,106
)


1,814Deferred


(786
)


(2,012
)


(758
)Foreign income taxes:Current


210



975



333Deferred






113



118(Benefit from) provision for income taxes

$
(16,434
)

$
(17,077
)

$
10,349  58




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##### Table of Contents



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


Fiscal Year


Fiscal YearEnded


Ended


EndedJanuary 3,


December 29,


December 30,2009


2007


2006(In thousands)(Benefit from) provision for income taxes computed at the
    federal statutory tax rate

$
(16,893
)

$
(15,758
)

$
9,163State income taxes, net of federal benefit


(1,706
)


(1,579
)


898Valuation allowance


1,179







Other


986



260



288(Benefit from) provision for income taxes

$
(16,434
)

$
(17,077
)

$
10,349         January 3,


December 29,2009


2007(In thousands)Deferred income tax assets:Inventory reserves

$
4,484


$
4,301Compensation-related accruals


4,927



5,370Accruals and reserves


813



443Pension


6,616



Accounts receivable


3,498



3,489Restructuring costs


5,506



4,417Derivatives


5,118



2,743Benefit from NOL carryovers(1)


5,355



648Other


525



520Total gross deferred income tax assets


36,842



21,931Less: Valuation allowances


(1,362
)


Total net deferred income tax assets

$
35,480


$
21,931Deferred income tax liabilities:Intangible assets


(1,006
)


(1,852
)Property and equipment


(3,374
)


(3,594
)Pension






(721
)Other


(1,764
)


(937
)Total deferred income tax liabilities


(6,144
)


(7,104
)Deferred income tax assets, net

$
29,336


$
14,827     (1)
    
    Our NOL carryovers will expire over 4 to 20 years. 59




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##### 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

$
150Increases related to current year tax positions


63Additions for tax positions in prior years


48Reductions for tax positions in prior years


Settlements


Balance at January 3, 2009

$
261    60




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##### 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 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
)

$
10,536Fiscal 2008Allowance for doubtful accounts and related reserves

$
10,536


$



$
5,764


$
(6,186
)

$
10,114   5.
    Stock-Based
    Compensation         61




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 62




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##### Table of Contents



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


Performance-Based


Performance-BasedOptions(1)


Options(2)


Options(3)Risk free interest rate


2.70
%


2.62
%


2.11
%Expected dividend yield


0.0
%


0.0
%


0.0
%Expected life


6 years



4 years



1 yearExpected volatility


48
%


48
%


48
%Weighted average fair value

$
2.27


$
0.67


$
1.31     (1)
    
    Exercise price equaled the market price at date of grant.(2)
    
    Exercise price exceeded the market price at date of grant.(3)
    
    Exercise price was less than the market price at date of grant
    (the date the performance criteria were established is
    considered the grant date for accounting purposes).   63




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##### Table of Contents



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


Time-Based


Performance-BasedOptions(1)


Options(2)


Options(3)Risk free interest rate


4.78
%


4.81
%


5.09
%Expected dividend yield


4.46
%


4.52
%


4.52
%Expected life


7 years



5 years



1 yearExpected volatility


45
%


45
%


45
%Weighted average fair value

$
3.77


$
2.83


$
6.97     (1)
    
    Exercise price equaled market price at date of grant.(2)
    
    Exercise price exceeded the market price at date of grant.(3)
    
    Exercise price was less than the market price at date of grant
    (the date the performance criteria were established is
    considered the grant date for accounting purposes).      Time-Based


Time-Based


Performance-BasedOptions(1)


Options(2)


Options(3)Risk free interest rate


4.73
%


4.36
%


4.60
%Expected dividend yield


3.85
%


4.43
%


3.19
%Expected life


7 years



7 years



1 yearExpected volatility


50
%


50
%


50
%Weighted average fair value

$
5.12


$
3.69


$
11.48     (1)
    
    Exercise price equaled market price at date of grant.(2)
    
    Exercise price exceeded market price at date of grant.(3)
    
    Exercise price was less than the market price at date of grant
    (the date the performance criteria were established is
    considered the grant date for accounting purposes).            64




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##### Table of Contents



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


PriceOptions outstanding at December 31, 2005


1,695,682


$
8.23Options granted


672,242


$
12.19Options exercised


(508,845
)

$
3.75Options forfeited


(141,548
)

$
3.90Options outstanding at December 30, 2006


1,717,531


$
11.47Options granted


160,375


$
8.58Options exercised


(132,230
)

$
3.75Options forfeited


(184,053
)

$
11.16Options expired


(71,328
)

$
3.75Options outstanding at December 29, 2007


1,490,295


$
12.24Options granted


798,884


$
4.64Options exercised


(113,138
)

$
3.75Options forfeited


(693,815
)

$
12.50Options expired


(443,711
)

$
13.07Options outstanding at January 3, 2009


1,038,515


$
6.78Options exercisable at January 3, 2009


201,121


$
11.63   Outstanding


ExercisableWeighted








WeightedAverage


Remaining





AverageNumber of


Exercise


Contractual Life


Number of


ExercisePrice Range

Options


Price


(in Years)


Options


Price$3.75-$4.66


784,531


$
4.62



8.81



34,531


$
3.75$10.29-$15.10


253,984


$
13.49



7.23



166,590


$
13.281,038,515











201,121  65




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##### Table of Contents



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


Restricted Stock


Stock UnitsWeighted





WeightedNumber of


Average


Number of


Average


Number ofAwards


Fair Value


Awards


Fair Value


Awards(1)Outstanding at December 31, 2005





$







$




Granted










148,912



13.99



124,200Vested


















Forfeited










(1,500
)


14.01



(4,950
)Outstanding at December 30, 2006










147,412



13.99



119,250Granted


245,025



10.46



218,063



10.50



99,325Vested


















Forfeited


(20,306
)


10.46



(34,635
)


12.18



(30,450
)Outstanding at December 29, 2007


224,719


$
10.46



330,840


$
11.89



188,125Granted


834,071



3.73



1,396,609



4.36



Vested










(166,604
)


5.05



Forfeited


(766,484
)


5.69



(359,557
)


6.81



(23,425
)Outstanding at January 3, 2009


292,306


$
3.79



1,201,288


$
5.62



164,700     (1)
    
    As these awards will be settled in cash, the fair value of the
    restricted stock units will be marked-to-market each reporting
    period through the date of settlement. On January 3, 2009,
    the fair value of these awards was based on the closing price of
    our common stock of $2.51.    6.
    Employee
    Benefits  Defined
    Benefit Pension Plans
   66




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##### Table of Contents



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


Fiscal Year EndedJanuary 3,


December 29,2009


2007(In thousands)Change in projected benefit obligation:Projected benefit obligation at beginning of period

$
70,471


$
71,875Service cost


2,245



2,506Interest cost


4,435



4,216Actuarial (gain) loss


71



(5,203
)Curtailment


(913
)


Benefits paid


(4,294
)


(2,923
)Projected benefit obligation at end of period


72,015



70,471Change in plan assets:Fair value of assets at beginning of period

$
72,318


$
65,426Actual return on plan assets


(20,475
)


9,815Employer contributions


7,500



Benefits paid


(4,294
)


(2,923
)Fair value of assets at end of period


55,049



72,318Funded (Unfunded) Status of Plan

$
(16,966
)

$
1,847    67




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      January 3,


December 29,2009


2007(In thousands)Funded status

$
(16,966
)

$
1,847Unrecognized prior service cost


4



21Unrecognized actuarial loss (gain)


14,772



(11,228
)Net amount recognized

$
(2,190
)

$
(9,360
)Amounts recognized on the balance sheet consist of:Accrued pension (liability) asset


(16,966
)


1,847Accumulated other comprehensive (loss) income (pre-tax)


14,776



(11,207
)Net amount recognized

$
(2,190
)

$
(9,360
)         Fiscal Year Ended


Fiscal Year Ended


Fiscal Year EndedJanuary 3,


December 29,


December 30,2009


2007


2006(In thousands)Service cost

$
2,245


$
2,506


$
2,689Interest cost on projected benefit obligation


4,435



4,216



4,045Expected return on plan assets


(6,002
)


(5,424
)


(5,200
)Amortization of unrecognized gain


(365
)






Amortization of unrecognized prior service cost


2



1



2Net periodic pension cost

$
315


$
1,299


$
1,536  68




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    January 3,


December 29,2009


2007Projected benefit obligation:Discount rate


6.42
%


6.45
%Average rate of increase in future compensation levels


4.00
%


4.00
%Expected long-term rate of return on plan assets


8.50
%


8.50
%Net periodic pension costDiscount 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
%     January 3,


September 27,Asset Category

2009


2008(2)Equity securities  domestic


52
%


61
%Equity securities  international


13
%


16
%Fixed income


21
%


23
%Other(1)


14
%


Total


100
%


100
%     (1)
    
    Other represents cash contributed on January 2, 2009.(2)
    
    For fiscal 2007, our measurement date fell on the last day of
    the third quarter.  Investment
    policy and strategy
        Fiscal Year Ending

(In thousands)January 2, 2010

$
3,503January 1, 2011


3,684December 31, 2011


3,910December 29, 2012


4,118December 28, 2013


4,477January 3, 2015  December 29, 2018

$
26,871  69




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##### 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 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
)

$
21Fiscal 2008Obsolescence/damaged inventory reserve

$
4,364


$



$
1,892


$
(2,225
)

$
4,031Lower of cost or market reserve

$
21


$



$
3,400


$
(21
)

$
3,400   8.
    Revolving
    Credit Facility       70




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or plus plus
            and/or
  30-day
   71




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        9.
    Mortgage       72




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011

$
1,7122012


3,5932013


3,8852014


4,1422015


4,417Thereafter

$
271,121   10.
    Fair
    Value Measurements  No. 157-1 (FSP 157-1) FSP 157-1 157-2 (FSP 157-2) No. 157-3, (FSP 157-3). FSP 157-3 FSP 157-3 FSP 157-3
    Level 1
    Unadjusted quoted prices in active markets for identical assets
    or liabilities.Level 2
    Unadjusted quoted prices in active markets for similar assets or
    liabilities, or  
    Level 3
    Unobservable inputs for the asset or liability.   73




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (In thousands)Fair value at December 29, 2007

$
(7,139
)Unrealized gains (losses) included in earnings


(2
)Accumulated other comprehensive loss


(6,088
)Purchases, sales, and issuances


Transfers in (out)


Fair value at January 3, 2009

$
(13,229
)     FSP 157-2;
  11.
    Related
    Party Transactions    12.
    Commitments
    and Contingencies  Self-Insurance
   74




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Operating
    Leases
      2009

$
7,8542010


6,8152011


5,2162012


4,5342013


4,416Thereafter


22,646Total

$
51,481     Environmental
    and Legal Matters
    Collective
    Bargaining Agreements
    13.
    Comprehensive
    (Loss) Income   75




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##### Table of Contents



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


Fiscal Year


Fiscal YearEnded


Ended


EndedJanuary 3,


December 29,


December 30,2009


2007


2006Foreign currency translation adjustment, net of tax

$
279


$
2,877


$
965Unrealized net loss from pension plan, net of tax


(9,158
)


6,839



983Unrealized loss from cash flow hedge, net of tax


(8,041
)


(4,290
)


(1,536
)Accumulated other comprehensive (loss) income

$
(16,920
)

$
5,426


$
412   14.
    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 29,


March 31,


June 29,


June 30,


September 27,


September 29,


January 3,


December 29,2008(a)


2007(b)


2008(c)


2007(d)


2008(e)


2007(f)


2009(g)


2007(h)In thousands, except per share amounts)Net sales

$
716,760


$
957,114


$
834,669


$
1,081,990


$
726,756


$
1,015,888


$
501,514


$
778,918Gross profit


77,803



103,755



107,435



119,238



83,249



102,810



46,446



66,143Net (loss) income

$
(10,591
)

$
(189
)

$
6,599


$
5,434


$
(2,594
)

$
890


$
(25,117
)

$
(34,080
)Basic net (loss) income per share applicable to common shares

$
(0.34
)

$
(0.01
)

$
0.21


$
0.18


$
(0.08
)

$
0.03


$
(0.81
)

$
(1.10
)Diluted net (loss) income per share applicable to common shares

$
(0.34
)

$
(0.01
)

$
0.21


$
0.18


$
(0.08
)

$
0.03


$
(0.81
)

$
(1.10
)     (a)
    
    During the three months ended March 29, 2008, basic and
    diluted weighted average shares were 30,927,815. Total
    share-based awards of 2,595,279 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive.(b)
    
    During the three months ended March 31, 2007, basic and
    diluted weighted average shares were 30,800,483. Total
    share-based awards of 1,938,830 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive.(c)
    
    During the three months ended June 29, 2008, basic and
    diluted weighted average shares were 31,081,674 and 31,312,287,
    respectively. Total share-based awards of 1,469,296 were
    excluded from our diluted earnings per share calculation because
    they were anti-dilutive.(d)
    
    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.(e)
    
    During the three months ended September 27, 2008, basic and
    diluted weighted average shares were 31,150,522. Total
    share-based awards of 2,755,105 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive.(f)
    
    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.(g)
    
    During the three months ended January 3, 2009, basic and
    diluted weighted average shares were 31,163,973. Total
    share-based awards of 2,532,209 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive. 76




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (h)
    
    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.  15.
    Supplemental
    Condensed Consolidating Financial Statements  Note 8, Revolving Credit Facility
    BlueLinxBlueLinx


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$



$
2,779,699


$
30,470


$
(30,470
)

$
2,779,699Cost of sales






2,464,766











2,464,766Gross profit






314,933



30,470



(30,470
)


314,933Operating expenses:Selling, general and administrative


4,191



329,199



483



(30,470
)


303,403Depreciation and amortization






16,180



4,339







20,519Total operating expenses


4,191



345,379



4,822



(30,470
)


323,922Operating (loss) income


(4,191
)


(30,446
)


25,648







(8,989
)Non-operating expenses:Interest expense






16,765



21,782







38,547Other expense (income), net






720



(119
)






601(Loss) income before (benefit from) provision for income taxes


(4,191
)


(47,931
)


3,985







(48,137
)(Benefit from) provision for income taxes


(1,222
)


(16,766
)


1,554







(16,434
)Equity in loss of subsidiaries


(28,734
)










28,734



Net (loss) income

$
(31,703
)

$
(31,165
)

$
2,431


$
28,734


$
(31,703
)  77




---



##### Table of Contents



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


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$



$
3,833,910


$
30,470


$
(30,470
)

$
3,833,910Cost of sales






3,441,964











3,441,964Gross profit






391,946



30,470



(30,470
)


391,946Operating expenses:Selling, general and administrative


1,198



401,528



498



(30,470
)


372,754Depreciation and amortization






16,680



4,244







20,924Total operating expenses


1,198



418,208



4,742



(30,470
)


393,678Operating (loss) income


(1,198
)


(26,262
)


25,728







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






24,091



19,569







43,660Other income, net






(111
)


(259
)






(370
)(Loss) income before (benefit from) provision for income taxes


(1,198
)


(50,242
)


6,418







(45,022
)(Benefit from) provision for income taxes


(471
)


(19,128
)


2,522







(17,077
)Equity in loss of subsidiaries


(27,218
)










27,218



Net (loss) income

$
(27,945
)

$
(31,114
)

$
3,896


$
27,218


$
(27,945
)  78




---



##### 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 (loss) income


(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
)






320(Loss) income before (benefit from) provision for income taxes


(1,511
)


28,700



(1,008
)






26,181(Benefit from) provision for 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  79




---



##### 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 and cash equivalents

$
32


$
150,259


$
62


$



$
150,353Receivables






130,653











130,653Inventories






189,482











189,482Deferred income taxes


290



11,578











11,868Other current assets


371



33,678



3,302







37,351Intercompany receivable


40,146



6,041







(46,187
)


Total current assets


40,839



521,691



3,364



(46,187
)


519,707Property and equipment:Land and land improvements






3,103



50,323







53,426Buildings






7,497



88,662







96,159Machinery and equipment






70,491











70,491Construction in progress






2,035











2,035Property and equipment, at cost






83,126



138,985







222,111Accumulated depreciation






(50,150
)


(19,186
)






(69,336
)Property and equipment, net






32,976



119,799







152,775Investment in subsidiaries


68,858











(68,858
)


Non-current deferred income taxes






18,045







(577
)


17,468Other non-current assets






22,168



20,289







42,457Total assets

$
109,697


$
594,880


$
143,452


$
(112,320
)

$
732,407Liabilities:Current liabilities:Accounts payable

$
117


$
78,250


$



$




78,367Bank overdrafts






24,715











24,715Accrued compensation


687



10,865











11,552Deferred income taxes


















Current maturities of long-term debt






60,000











60,000Other current liabilities






20,934



3,612







24,546Intercompany payable


6,041



38,924



1,222



(46,187
)


Total current liabilities


6,845



233,688



4,834



(46,187
)


199,180Non-current liabilities:Long-term debt






96,000



288,870







384,870Deferred income taxes










577



(577
)


Other non-current liabilities






39,205



6,300







45,505Total liabilities


6,845



368,893



300,581



(46,764
)


629,555Shareholders Equity/Parents Investment


102,852



225,987



(157,129
)


(68,858
)


102,852Total liabilities and equity

$
109,697


$
594,880


$
143,452


$
(115,622
)

$
732,407  80




---



##### 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 and cash equivalents

$
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 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 and equipment, at cost






81,819



145,325







227,144Accumulated depreciation






(39,228
)


(15,474
)






(54,702
)Property 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  81




---



##### 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 (loss) income

$
(31,703
)

$
(31,165
)

$
2,431


$
28,734


$
(31,703
)Adjustments to reconcile net (loss) income to cash (used in)
    provided by operations:Depreciation and amortization






16,181



4,338







20,519Amortization of debt issue costs






1,839



640







2,479Non-cash vacant property charges






4,441











4,441Deferred income tax benefit


(368
)


(1,445
)


(1,122
)






(2,935
)Prepayment fees associated with principal payments on new
    mortgage










1,868







1,868Gain from sale of properties










(1,936
)






(1,936
)Share-based compensation


1,482



1,132











2,614Excess tax benefits from share-based compensation arrangements






(81
)










(81
)Equity in earnings of subsidiaries


28,734











(28,734
)


Changes in assets and liabilities:Receivables






132,523











132,523Inventories






146,405











146,405Accounts payable


97



(86,447
)










(86,350
)Changes in other working capital


587



20,577



(724
)






20,440Intercompany receivable


(22,043
)


(5,430
)






27,473



Intercompany payable


5,430



21,292



751



(27,473
)


Other






(17,749
)


(9,264
)






(27,013
)Net cash (used in) provided by operating activities


(17,784
)


202,073



(3,018
)






181,271Cash flows from investing activities:Investment in subsidiaries


17,288











(17,288
)


Property and equipment investments






(4,919
)










(4,919
)Proceeds from disposition of assets






1,211



4,693







5,904Net cash provided by (used in) investing activities


17,789



(3,708
)


4,693



(17,289
)


985Cash flows from financing activities:Net transactions with Parent






(23,833
)


6,545



17,288



Proceeds from stock options exercised


434















434Excess tax benefits from stock-based compensation arrangements


81















81Net decrease in revolving credit facility






(27,535
)










(27,535
)Debt financing costs










(217
)






(217
)Principal payments on new mortgage










(6,130
)






(6,130
)Prepayment fees associated with principal payments on new
    mortgage










(1,868
)






(1,868
)Decrease in bank overdrafts






(12,437
)










(12,437
)Other


10















10Net cash provided by (used in) financing activities


525



(63,805
)


(1,670
)


17,288



(47,662
)Increase in cash and cash equivalents


29



134,560



5







134,594Balance, beginning of period


3



15,699



57







15,759Balance, end of period

$
32


$
150,259


$
62


$



$
150,353Supplemental cash flow information:Net income tax refunds (income taxes paid) during the period

$



$
23,100


$
(338
)

$



$
22,762Interest paid during the period

$



$
16,196


$
20,658


$



$
36,854  82




---



##### 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 (loss) income

$
(27,945
)

$
(31,114
)

$
3,896


$
27,218


$
(27,945
)Adjustments to reconcile net (loss) income to cash (used in)
    provided by operations:Depreciation and amortization






16,680



4,244







20,924Amortization of debt issue costs






1,806



625







2,431Non-cash vacant property charges






11,037











11,037Deferred income tax benefit


(73
)


(8,621
)


(832
)






(9,526
)Gain from insurance settlement






(1,698
)










(1,698
)Share-based compensation






3,500











3,500Excess tax benefits from share-based compensation arrangements






(20
)










(20
)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 (used in) provided by operating activities


(17,302
)


87,533



9,611







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


32,376











(32,376
)


Property and equipment investments






(11,424
)


(1,717
)






(13,141
)Proceeds from disposition of assets






4,071











4,071Net cash provided by (used in) investing activities


32,376



(7,353
)


(1,717
)


(32,376
)


(9,070
)Cash flows from financing activities:Net transactions with Parent






(24,482
)


(7,894
)


32,376



Proceeds from stock options exercised


496















496Excess tax benefits from stock-based compensation arrangements


20















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 (used in) provided by financing activities


(15,073
)


(91,498
)


(7,860
)


32,376



(82,055
)Increase (decrease) in cash and cash equivalents


1



(11,318
)


34







(11,283
)Cash and cash equivalents balance, beginning of period


2



27,017



23







27,042Cash and cash equivalents balance, 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  83




---



##### 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 (used in)
    provided by 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 (used in) provided by 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 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) provided by financing activities


(12,595
)


(35,888
)


(8,691
)


14,862



(42,312
)(Decrease) increase in cash and cash equivalents


(11
)


2,710



23







2,722Cash and cash equivalents balance, beginning of period


13



24,307











24,320Cash and cash equivalents balance, 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  84




---



##### Table of Contents



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


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedBalance, 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
)

$
154,823Net income (loss)


(31,703
)


(31,165
)


2,431



28,734



(31,703
)Foreign currency translation adjustment


(2,598
)


(2,598
)






2,598



(2,598
)Unrealized net gain from pension plan, net of tax


(15,997
)


(15,997
)






15,997



(15,997
)Unrealized loss from cash flow hedge, net of tax


(3,751
)


(3,751
)






3,751



(3,751
)Proceeds from stock options exercised


434















434Issuance of restricted stock


10















10Excess tax benefits from share-based compensation arrangements


81















81Excess tax deficiencies from share-based compensation
    arrangements


(1,061
)














(1,061
)Compensation related to share-based grants


2,614















2,614Net transactions with the parent






(23,762
)


3,243



20,519



Balance, January 3, 2009

$
102,852


$
225,987


$
(160,431
)

$
(65,556
)

$
102,852  85




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##### 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.   86




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##### 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
    ACCOUNTING FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS,
    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) 87




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##### 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

BlueLinx Holdings Inc. 2004 Long Term Equity Incentive Plan(C)10
.5

Form of Director and Officer Indemnification Agreement(A)10
.6

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
.7

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
.8

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
.9

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
.10

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
.11

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
.12

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
.13

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
.14

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
.15

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
.16

Letter Agreement, dated December 18, 2006, relating to and
    amending the Master Purchase, Supply and Distribution Agreement
    between Georgia-Pacific Corporation and BlueLinx Corporation
    dated May 7, 2004 (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 22, 2006)10
.17

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
.18

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) 88




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##### Table of Contents



ExhibitNumber

Item10
.19

Employment Agreement between BlueLinx Corporation and Howard D.
    Goforth, dated February 11, 2008, effective
    February 18, 2008 (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 15, 2008)10
.20

Employment Agreement between BlueLinx Corporation and George R.
    Judd, dated October 29, 2008, effective November 1,
    2008 (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 4, 2008)14
.1

BlueLinx Code of Ethical Conduct (incorporated by reference to
    Exhibit 14 to Annual Report on
    Form 10-K
    for the year ended January 1, 2005, filed with the
    Securities and Exchange Commission on March 22, 2005)21
.1

List of subsidiaries of the Company*23
.1

Consent of Independent Registered Public Accounting Firm*31
.1

Certification of George R. Judd, Chief Executive Officer,
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*31
.2

Certification of Howard D. Goforth, Chief Financial Officer and
    Treasurer, pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002*32
.1

Certification of George R. Judd, Chief Executive Officer,
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*32
.2

Certification of Howard D. Goforth, Chief Financial Officer and
    Treasurer, pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002*     *
    
    Filed herewith.
    
    Portions of this document were omitted and filed separately with
    the SEC pursuant to a request for confidential treatment in
    accordance with Rule 24b-2 of the Exchange Act.  (A)
    
    Previously filed as an exhibit to Amendment No. 3 to the
    Companys Registration Statement on
    Form S-1
    (Reg.
    No. 333-118750)
    filed with the Securities and Exchange Commission on
    November 26, 2004.(B)
    
    Previously filed as an exhibit to Amendment No. 2 to the
    Companys Registration Statement on
    Form S-1
    (Reg.
    No. 333-118750)
    filed with the Securities and Exchange Commission on
    October 8, 2004.(C)
    
    Previously filed as an exhibit to Amendment No. 1 to the
    Companys Registration Statement on
    Form S-1
    (Reg.
    No. 333-118750)
    filed with the Securities and Exchange Commission on
    October 1, 2004. 89




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##### Table of Contents



SIGNATURES
    BLUELINX HOLDINGS INC.
   By:
    /s/  George
    R. Judd         Signature Name

Capacity

Date/s/  George
    R. JuddGeorge
    R. Judd

President and Chief Executive Officer and Director (Principal
    Executive Officer)

March 6, 2009/s/  Howard
    D. GoforthHoward
    D. Goforth

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

March 6, 2009/s/  Howard
    S. CohenHoward
    S. Cohen

Chairman

March 6, 2009/s/  Richard
    S. GrantRichard
    S. Grant

Director

March 6, 2009/s/  Steven
    F. MayerSteven
    F. Mayer

Director

March 6, 2009/s/  Richard
    B. MarcheseRichard
    B. Marchese

Director

March 6, 2009/s/  Charles
    H. McElreaCharles
    H. McElrea

Director

March 6, 2009/s/  Alan
    H. SchumacherAlan
    H. Schumacher

Director

March 6, 2009/s/  Mark
    A. SuwynMark
    A. Suwyn

Director

March 6, 2009/s/  Robert
    G. WardenRobert
    G. Warden

Director

March 6, 2009/s/  M.
    Richard WarnerM.
    Richard Warner

Director

March 6, 2009  90