##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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 1,
    2011ORo

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

77-0627356(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)4300 Wildwood Parkway, Atlanta, Georgia

30339(Address of principal executive
    offices)

(Zip Code)   Registrants telephone number, including area code:
 770-953-7000
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon stock, par value $0.01 per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 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




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##### 





BLUELINX
    HOLDINGS INC.
    ANNUAL REPORT ON
    FORM 10-K
    For the Fiscal Year Ended January 1, 2011
    TABLE OF CONTENTS
   
 PART IITEM 1.


Business


4ITEM 1A.


Risk Factors


8ITEM 1B.


Unresolved Staff Comments


15ITEM 2.


Properties


15ITEM 3.


Legal Proceedings


16ITEM 4.


Reserved


17PART IIITEM 5.


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


17ITEM 6.


Selected Financial Data


20ITEM 7.


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


22ITEM 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


39ITEM 8.


Financial Statements and Supplementary Data


40ITEM 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


87ITEM 9A.


Controls and Procedures


87ITEM 9B.


Other Information


87PART IIIITEM 10.


Directors, Executive Officers and Corporate
    Governance


88ITEM 11.


Executive Compensation


93ITEM 12.


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


105ITEM 13.


Certain Relationships and Related Transactions,
    and Director Independence


106ITEM 14.


Principal Accounting Fees and Services


107PART IVITEM 15.


Exhibits, Financial Statement Schedules


108EX-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
    
    changes in the prices, supply
    and/or
    demand for products which we distribute, especially as a result
    of conditions in the residential housing market;
    inventory levels of new and existing homes for sale;
    general economic and business conditions in the United States;
    the financial condition and credit worthiness of our customers;
    the activities of competitors;
    changes in significant operating expenses;
    fuel costs;
    risk of losses associated with accidents;
    exposure to product liability claims;
    changes in the availability of capital and interest rates;
    immigration patterns and job and household formation;
    our ability to identify acquisition opportunities and
    effectively and cost-efficiently integrate acquisitions;
    adverse weather patterns or conditions;
    acts of war or terrorist activities;
    variations in the performance of the financial markets,
    including the credit markets; and
    the risk factors discussed under Item 1A. Risk Factors and
    elsewhere in this 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 2010 refers to the
    52-week period ended January 1, 2011. Reference to
    fiscal 2009 refers to the 52-week period ended
    January 2, 2010. Reference to fiscal 2008
    refers to the 53-week period ended January 3, 2009.
  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
   5




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##### Table of Contents



Customers
    
    building materials dealers;
    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
    Environmental
    and Other Governmental Regulations
  Environmental
    Regulation and Compliance
     7




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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.
    Our
    industry is dependant on the homebuilding industry which is
    suffering from a prolonged significant downturn, and any further
    downturn or sustained continuation of the current downturn will
    continue to materially affect our business, liquidity and
    operating results.
     8




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A
    significant portion of our sales are on credit to our customers.
    Material changes in their credit worthiness or our inability to
    forecast deterioration in their credit position could have a
    material adverse effect on our operating results, cash flow and
    liquidity.
      Our
    cash flows and capital resources may be insufficient to make
    required payments on our substantial indebtedness and future
    indebtedness or to maintain our required level of excess
    liquidity.
      
    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 as our excess liquidity likely will
    decrease while our industry and our Company begins its recovery
    from the historic housing market downturn;
    expose us to interest rate fluctuations because the interest
    rate on the debt under our revolving credit facility is variable; 9




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##### Table of Contents




    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.    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.   10




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We are
    dependent upon a single supplier, Georgia-Pacific, for a
    significant percentage of our products.
      Our
    industry is highly fragmented and competitive. If we are unable
    to compete effectively, our net sales and operating results will
    be reduced.
     11




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Integrating
    acquisitions may be time-consuming and create costs that could
    reduce our operating results and cash flows.
  We may elect to selectively pursue
    acquisitions.
  
    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.  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
  Increases
    in the cost of employee benefits, such as pension and other
    postretirement benefits, could impact our financial results and
    cash flow.
   12




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The
    payment of dividends has been suspended, and resumption is
    dependant on business conditions, among other factors. Further,
    the instruments governing our indebtedness contain various
    covenants that may limit our ability to pay
    dividends.
    Federal
    and state transportation regulations could impose substantial
    costs on us which would reduce our net income.
    Environmental
    laws impose risks and costs on us.
   13




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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.    and/or
 14




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##### Table of Contents



We may
    incur substantial costs relating to Georgia-Pacifics
    product liability related claims.
      ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.        Owned


LeasedFacility Type

Number


Facilities
    (ft(2))


Facilities
    (ft(2))Office Space(1)


3



68,721



251,885Warehouses


62



9,897,530



399,875TOTAL


65



9,966,251



651,760     (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. 15




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##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS.  Habiniak, et al. v. Cohen, et
    al. Hindermann, et al. v. BlueLinx Holdings Inc. et
    al. Markich, et al v. BlueLinx Holdings, Inc., et
    al. Jerszynski v. BlueLinx Holdings, Inc., et al. Winter v. Cerberus ABP
    Investor LLC Stadium Capital Qualified Partners, LP, et al. v.
    Cerberus ABP Investor LLC, etc al. Habiniak, et al. v. Cohen, et
    al. Lang
    et al v. Cohen, et al., Kajaria, et al. v. Cohen, et
    al., Centonze, et al. v.
    Judd, et al.,
   16




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##### Table of Contents



ITEM 4.
    RESERVED. PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.    High

LowFiscal Year Ended January 1, 2011First Quarter

$
4.11


$
2.51Second Quarter

$
6.32


$
2.30Third Quarter

$
4.10


$
2.24Fourth Quarter

$
4.00


$
2.94Fiscal Year Ended January 2, 2010First Quarter

$
3.30


$
1.20Second Quarter

$
4.60


$
2.25Third Quarter

$
5.93


$
2.96Fourth Quarter

$
4.12


$
2.60      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


924,815


$
6.31



1,227,666Equity compensation plans not approved by security holders






n/a



Total


924,815


$
6.31



1,227,666  18




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##### Table of Contents



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


12/31/05


12/30/06


12/29/07


01/03/09


01/02/10


01/01/11BlueLinx Holdings Inc.



100




96.44




40.04




25.58




28.22




37.29Russell 2000 Index



100




118.37




117.38




78.72




98.84




125.39Peer Group



100




84.45




52.10




44.34




59.85




72.43   Issuer
    Purchases of Equity Securities
   19




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.  Form 10-K
  Year Ended


Year Ended


Year Ended


Year Ended


Year EndedJanuary 1,


January 2,


January 3,


December 29,


December 30,2011


2010


2009


2007


2006(In thousands, except per share data)Statements of Operations Data:Net sales

$
1,804,418


$
1,646,108


$
2,779,699


$
3,833,910


$
4,899,383Cost of sales


1,593,745



1,452,947



2,464,766



3,441,964



4,419,576Gross profit


210,673



193,161



314,933



391,946



479,807Operating expenses:Selling, general and administrative


221,185



210,214



303,403



372,754



381,554Net gain from terminating the Georgia-Pacific supply agreement






(17,772
)










Depreciation and amortization


13,365



16,984



20,519



20,924



20,724Total operating expenses


234,550



209,426



323,922



393,678



402,278Operating (loss) income


(23,877
)


(16,265
)


(8,989
)


(1,732
)


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


33,788



32,456



38,547



43,660



46,164Changes associated with the ineffective interest rate swap, net


(4,603
)


6,252











Write-off of debt issue costs


183



1,407











4,864Other expense (income), net


587



519



601



(370
)


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


(53,832
)


(56,899
)


(48,137
)


(45,022
)


26,181(Benefit from) provision for income taxes


(589
)


4,564



(16,434
)


(17,077
)


10,349Net (loss) income

$
(53,243
)

$
(61,463
)

$
(31,703
)

$
(27,945
)

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


30,688



31,017



31,083



30,848



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

$
(1.73
)

$
(1.98
)

$
(1.02
)

$
(0.91
)

$
0.52Diluted weighted average number of common shares outstanding


30,688



31,017



31,083



30,848



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

$
(1.73
)

$
(1.98
)

$
(1.02
)

$
(0.91
)

$
0.51Dividends declared per share of common stock

$



$



$



$
0.50


$
0.50   20




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##### Table of Contents



Year Ended


Year Ended


Year Ended


Year Ended


Year EndedJanuary 1,


January 2,


January 3,


December 29,


December 30,2011


2010


2009


2007


2006(In thousands, except per share data)Other Financial Data:Capital expenditures

$
4,092


$
1,815


$
4,919


$
13,141


$
9,601EBITDA(1)


(11,099
)


200



10,929



19,562



97,933Net cash (used in) provided by operating activities


(29,909
)


(19,853
)


190,390



79,842



63,204Net cash (used in) provided by investing activities


(3,381
)


12,636



985



(9,070
)


(18,170
)Net cash (used in) provided by financing activities


18,130


$
(113,679
)

$
(56,781
)

$
(82,055
)

$
(42,312
)Balance Sheet Data (at end of period):Cash and cash equivalents

$
14,927


$
29,457


$
150,353


$
15,759


$
27,042Working capital


236,168



247,722



320,527



448,731



520,237Total assets


525,019



546,846



729,178



883,436



1,004,362Total debt(2)


382,869



341,669



444,870



478,535



532,462Stockholders equity


991


$
50,820


$
102,852


$
154,823


$
189,399     (1)
    
    EBITDA is an amount equal to net (loss) income plus interest
    expense and all interest expense related items (e.g. changes
    associated with ineffective interest rate swap, write-off of
    debt issue costs, charges associated with mortgage refinancing),
    income taxes, and depreciation and amortization. EBITDA is
    presented herein because we believe it is a useful supplement to
    cash flow from operations in understanding cash flows generated
    from operations that are available for debt service (interest
    and principal payments) and further investment in acquisitions.
    However, EBITDA is not a presentation made in accordance with
    U.S. generally accepted accounting principles,
    (GAAP), and is not intended to present a superior
    measure of the financial condition from those determined under
    GAAP. EBITDA, as used herein, is not necessarily comparable to
    other similarly titled captions of other companies due to
    differences in methods of calculations.(2)
    
    Total debt represents long-term debt, including current
    maturities. 21




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Year Ended,


Year Ended,


Year Ended


Year Ended


Year EndedJanuary 1,


January 2,


January 3,


December 29,


December 30,2011


2010


2009


2007


2006Net cash (used in) provided by operating activities

$
(29,909
)

$
(19,853
)

$
190,390


$
79,842


$
63,204Amortization of debt issue costs


(1,963
)


(2,459
)


(2,479
)


(2,431
)


(2,628
)Net gain from terminating the Georgia-Pacific supply agreement






17,772











Payments from terminating the Georgia-Pacific supply agreement


(4,706
)


(14,118
)










Vacant property charges, net


(53
)


(1,222
)


(4,441
)


(11,037
)


Deferred income tax benefit (provision)


600



(24,220
)


2,935



9,526



3,700Prepayment fees associated with sale of property






(616
)


(1,868
)






Gain on sale of properties






10,397



1,936







Gain from insurance settlement














1,698



Share-based compensation


(3,978
)


(2,922
)


(2,614
)


(3,500
)


(3,137
)Excess tax benefits from share-based arrangements










81



20



891Changes in assets and liabilities


(4,289
)


421



(195,124
)


(81,139
)


(20,610
)Interest expense


33,788



32,456



38,547



43,660



46,164(Benefit from) provision for income taxes


(589
)


4,564



(16,434
)


(17,077
)


10,349EBITDA

$
(11,099
)

$
200


$
10,929


$
19,562


$
97,933   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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Industry
    Conditions
    Tender
    Offer
        ,
    Supply
    Agreement with G-P
     23




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OSB
    Litigation Settlement
    Selected
    Factors that Affect our Operating Results
     24




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##### Table of Contents



Sales
    Revenue Variances by Product
  Fiscal 2010


Fiscal 2009


Fiscal 2008(Dollars in millions)Sales by CategoryStructural Products

$
838


$
738


$
1,422Specialty Products


1,005



948



1,412Other(1)


(39
)


(40
)


(54
)Total Sales

$
1,804


$
1,646


$
2,780Sales VariancesUnit Volume $ Change

$
36


$
(1,036
)

$
(1,161
)Price/Other(1)


122



(98
)


107Total $ Change

$
158


$
(1,134
)

$
(1,054
)Unit Volume % Change


2.2
%


(36.6
)%


(29.7
)%Price/Other(1)


7.4
%


(4.2
)%


2.2
%Total % Change


9.6
%


(40.8
)%


(27.5
)%     (1)
    
    Other includes unallocated allowances and discounts.    Fiscal 2010


Fiscal 2009


Fiscal 2008(Dollars in millions)Gross Margin $ by CategoryStructural Products

$
77


$
73


$
134Specialty Products


148



132



200Other(1)


(14
)


(12
)


(19
)Total Gross Margin

$
211


$
193


$
315Gross Margin % by CategoryStructural Products


9.1
%


9.9
%


9.4
%Specialty Products


14.7
%


13.9
%


14.2
%Total Gross Margin %


11.7
%


11.7
%


11.3
%Unit Volume Change by ProductStructural Products


(2.5
)%


(40.3
)%


(34.6
)%Specialty Products


5.7
%


(32.8
)%


(24.0
)%Total Unit Volume Change %


2.2
%


(36.6
)%


(29.7
)%     (1)
    
    Other includes unallocated allowances and discounts. 25




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##### Table of Contents



Fiscal 2010


Fiscal 2009


Fiscal 2008(Dollars in millions)Sales by ChannelWarehouse/Reload

$
1,429


$
1,251


$
2,044Direct


414



435



790Other(1)


(39
)


(40
)


(54
)Total

$
1,804


$
1,646


$
2,780Gross Margin by ChannelWarehouse/Reload

$
201


$
177


$
284Direct


24



28



50Other(1)


(14
)


(12
)


(19
)Total

$
211


$
193


$
315Gross Margin % by ChannelWarehouse/Reload


14.1
%


14.1
%


13.9
%Direct


5.8
%


6.4
%


6.3
%Total


11.7
%


11.7
%


11.3
%     (1)
    
    Other includes unallocated allowances and discounts.  Fiscal
    Year
   26




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##### Table of Contents



Results
    of Operations
  Fiscal
    2010 Compared to Fiscal 2009
    % of





% ofNet





NetFiscal 2010


Sales


Fiscal 2009


Sales(Dollars in thousands)Net sales

$
1,804,418



100.0
%

$
1,646,108



100.0
%Gross profit


210,673



11.7
%


193,161



11.7
%Selling, general and administrative


221,185



12.3
%


210,214



12.8
%Net gain from terminating the Georgia-Pacific Supply Agreement






0
%


(17,772
)


(1.1
)%Depreciation and amortization


13,365



0.7
%


16,984



1.0
%Operating loss


(23,877
)


(1.3
)%


(16,265
)


(1.0
)%Interest expense, net


33,788



1.8
%


32,456



2.0
%Changes associated with the ineffective interest rate swap, net


(4,603
)


(0.3
)%


6,252



0.4
%Write-off of debt issue costs


183



0.0
%


1,407



0.1
%Other expense, net


587



0.0
%


519



0.0
%Loss before benefit from income taxes


(53,832
)


(2.9
)%


(56,899
)


(3.5
)%Provision for (benefit from) provision for income taxes


(589
)


0.0
%


4,564



0.3
%Net loss

$
(53,243
)


(2.9
)%

$
(61,463
)


(3.7
)%   Net sales.
  Gross profit.
  Selling, general and administrative.
  Net gain from terminating the Georgia-Pacific Supply
    Agreement. agreed-upon
 27




---



##### Table of Contents



Depreciation and amortization.
  Operating loss.
  Interest expense, net.
  Changes associated with the ineffective interest rate swap,
    net.
  Write-off of debt issue costs.
  (Benefit from) provision for income taxes.
  Net loss.
   28




---



##### Table of Contents



Fiscal
    2009 Compared to Fiscal 2008
    % of





% ofNet





NetFiscal 2009


Sales


Fiscal 2008


Sales(Dollars in thousands)Net sales

$
1,646,108



100.0
%

$
2,779,699



100.0
%Gross profit


193,161



11.7
%


314,933



11.3
%Selling, general and administrative


210,214



12.8
%


303,403



10.9
%Net gain from terminating the Georgia-Pacific Supply Agreement


(17,772
)


(1.1
)%






0.0
%Depreciation and amortization


16,984



1.0
%


20,519



0.7
%Operating loss


(16,265
)


(1.0
)%


(8,989
)


(0.3
)%Interest expense, net


32,456



2.0
%


38,547



1.4
%Changes associated with the ineffective interest rate swap, net


6,252



0.4
%






0.0
%Write-off of debt issue costs


1,407



0.1
%






0.0
%Other expense, net


519



0.0
%


601



0.0
%Loss before benefit from income taxes


(56,899
)


(3.5
)%


(48,137
)


(1.7
)%Provision for (benefit from) income taxes


4,564



0.3
%


(16,434
)


(0.6
)%Net loss

$
(61,463
)


(3.7
)%

$
(31,703
)


(1.1
)%   Net sales.
  Gross profit.
  Selling, general and administrative.
  Net gain from terminating the Georgia-Pacific Supply
    Agreement. agreed-upon
 29




---



##### Table of Contents



Depreciation and amortization.
  Operating loss.
  Interest expense, net.
  Changes associated with the ineffective interest rate swap,
    net.
  Write-off of debt issue costs.
  Provision for (benefit from) income taxes.
  Net loss.
    Seasonality
    Liquidity
    and Capital Resources
   30




---



##### Table of Contents



The instruments governing our indebtedness
    contain various covenants limiting the discretion of our
    management in operating our business
    Form 10-K,
  
    January 1,


January 2,2011


2010(Dollars in thousands)Working capital

$
236,168


$
247,722   Year Ended


Year Ended


Year EndedJanuary 1,


January 2,


January 3,2011


2010


2009Cash flows (used in) provided by operating activities

$
(29,909
)

$
(19,853
)

$
190,390Cash flows (used in) provided by investing activities


(3,381
)


12,636



985Cash flows provided by (used in) financing activities


18,130



(113,679
)


(56,781
)   Working
    Capital
   31




---



##### Table of Contents



Operating
    Activities
        Investing
    Activities
          Financing
    Activities
     32




---



##### Table of Contents



Debt
    and Credit Sources
      Form 10-K,
   33




---



##### Table of Contents



30-day
          Balance at January 2, 2010

$
2,675Changes associated with ineffective interest rate swap recorded
    to interest expense


(2,126
)Balance at January 1, 2011

$
549    34




---



##### Table of Contents



Contractual Commitments.
  2011


2012


2013


2014


2015


Thereafter


TotalRevolving credit facility

$



$



$



$
97,200


$



$



$
97,200Mortgage indebtedness


1,190



3,054



3,309



3,529



3,763



270,825



285,670Interest payments on our revolving credit facility(1)


4,665



4,374



4,374



84











13,497Interest payments on our mortgage(2)


18,380



18,276



18,021



17,802



17,568



10,139



100,186Subtotal


24,235



25,704



25,704



118,615



21,331



280,964



496,553Operating leases(3)


6,181



5,759



5,655



5,095



4,746



13,747



41,183Letters of credit(4)


5,935























5,935Total

$
36,351


$
31,463


$
31,359


$
123,710


$
26,077


$
294,711


$
543,671     (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 amended revolving credit facility was 4.5%
    at January 1, 2011. 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
    amended revolving credit facility. The terms call for us to pay
    interest monthly at 5.4%. Interest payments are based on these
    rates. The final maturity date on our amended revolving credit
    facility is January 7, 2014.(2)
    
    Interest payments on the mortgage are based on a fixed rate of
    6.35%.(3)
    
    We lease various facilities and vehicles under non-cancelable
    operating leases.(4)
    
    Letters of credit not included above under the credit facilities.    Critical
    Accounting Policies
    Revenue
    Recognition
   35




---



##### Table of Contents




    We are the primary obligor responsible for fulfillment and all
    other aspects of the customer relationship.
    Title passes to BlueLinx, and we carry all risk of loss related
    to warehouse, reload inventory and inventory shipped directly
    from vendors to our customers.
    We are responsible for all product returns.
    We control the selling price for all channels.
    We select the supplier.
    We bear all credit risk.      Allowance
    for Doubtful Accounts and Related Reserves
    Inventory
    Valuation
      Fair
    Value Measurements
   36




---



##### Table of Contents



Form 10-K.
  Impairment
    of Long-Lived Assets
        Form 10-K.
    Income
    Taxes
   37




---



##### Table of Contents




    taxable income in prior carryback years, if carryback is
    permitted under the tax law;
    future reversals of existing taxable temporary differences
    (i.e., offset gross deferred tax assets against gross deferred
    tax liabilities);
    tax planning strategies; and
    future taxable income exclusive of reversing temporary
    differences and carryforwards.    Recently
    Issued Accounting Pronouncements
    Form 10-Q
  Form 10-K
     38




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  General.
  Interest Rates.
    Foreign Exchange Rates.
  Commodity Prices.
 39




---



##### 



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


41Reports of Independent Registered Public
    Accounting Firm


42Consolidated Balance Sheets


44Consolidated Statements of Operations and
    Comprehensive Loss


45Consolidated Statements of Cash Flows


46Consolidated Statements of Stockholders
    Equity


47Notes to Consolidated Financial Statements


48   40




---



##### 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.
  Form 10-K,
   41




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
    CONTROL OVER FINANCIAL REPORTING                
    42




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON THE
    CONSOLIDATED FINANCIAL STATEMENTS
  The Board of
    Directors and Stockholders of BlueLinx Holdings Inc. and
    subsidiaries
          
    43




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  January 1,


January 2,2011


2010(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
14,297


$
29,457Receivables, less allowances of $5,715 in fiscal 2010 and $8,387
    in fiscal 2009


119,202



119,347Inventories, net


188,250



173,185Deferred income tax assets, net


143



Other current assets


22,768



44,970Total current assets


344,660



366,959Property and equipment:Land and improvements


52,540



52,621Buildings


96,720



96,145Machinery and equipment


70,860



69,767Construction in progress


2,028



791Property and equipment, at cost


222,148



219,324Accumulated depreciation


(92,517
)


(82,141
)Property and equipment, net


129,631



137,183Other non-current assets


50,728



42,704Total assets

$
525,019


$
546,846LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
62,827


$
64,618Bank overdrafts


23,089



27,232Accrued compensation


4,594



4,879Current maturities of long term debt


1,190



Other current liabilities


16,792



22,508Total current liabilities


108,492



119,237Non-current liabilities:Long-term debt


381,679



341,669Deferred income taxes, net


192



Other non-current liabilities


33,665



35,120Total liabilities


524,028



496,026STOCKHOLDERS EQUITYCommon Stock, $0.01 par value, 100,000,000 shares
    authorized; 32,667,504 and 32,179,253 shares issued and
    outstanding at January 1, 2011 and January 2, 2010,
    respectively


327



322Additional
    paid-in-capital


147,427



145,035Accumulated other comprehensive loss


(7,358
)


(8,375
)Accumulated deficit


(139,405
)


(86,162
)Total stockholders equity


991



50,820Total liabilities and stockholders equity

$
525,019


$
546,846  44




---



##### Table of Contents



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


Fiscal Year


Fiscal YearEnded


Ended


EndedJanuary 1,


January 2,


January 3,2011


2010


2009(In thousands, except per share data)Net sales

$
1,804,418


$
1,646,108


$
2,779,699Cost of sales


1,593,745



1,452,947



2,464,766Gross profit


210,673



193,161



314,933Operating expenses:Selling, general, and administrative


221,185



210,214



303,403Net gain from terminating the Georgia-Pacific supply agreement






(17,772
)


Depreciation and amortization


13,365



16,984



20,519Total operating expenses


234,550



209,426



323,922Operating loss


(23,877
)


(16,265
)


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


33,788



32,456



38,547Changes associated with the ineffective interest rate swap, net


(4,603
)


6,252



Write-off of debt issue costs


183



1,407



Other expense, net


587



519



601Loss before (benefit from) provision for income taxes


(53,832
)


(56,899
)


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


(589
)


4,564



(16,434
)Net loss

$
(53,243
)

$
(61,463
)

$
(31,703
)Basic and diluted weighted average number of common shares
    outstanding


30,688



31,017



31,083Basic and diluted net loss per share applicable to common shares
    outstanding

$
(1.73
)

$
(1.98
)

$
(1.02
)Dividends declared per common share

$



$



$
Comprehensive loss:Net loss

$
(53,243
)

$
(61,463
)

$
(31,703
)Other comprehensive (loss):Foreign currency translation, net of taxes


336



1,173



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


(616
)


941



(15,997
)Unrealized gain (loss) from ineffective interest rate swap, net
    of taxes


1,297



6,431



(3,751
)Comprehensive loss

$
(52,226
)

$
(52,918
)

$
(54,049
)  45




---



##### Table of Contents



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


Fiscal Year


Fiscal YearEnded


Ended


EndedJanuary 1,


January 2,


January 3,2011


2010


2009(In thousands)Cash flows from operating activities:Net loss

$
(53,243
)

$
(61,463
)

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


13,365



16,984



20,519Amortization of debt issue costs


1,963



2,459



2,479Net gain from terminating the Georgia- Pacific Supply Agreement






(17,772
)


Payments from terminating the Georgia-Pacific SupplyAgreement


4,706



14,118



Gain from sale of properties






(10,397
)


(1,936
)Prepayment fees associated with principal payments on mortgage






616



1,868Changes associated with the ineffective interest rate swap, net


(4,603
)


6,252



Write-off of debt issue costs


183



1,407



Vacant property charges, net


53



1,222



4,441Deferred income tax (benefit) provision


(600
)


24,220



(2,935
)Share-based compensation


3,978



2,922



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










(81
)Decrease (increase) in restricted cash related to the
    ineffective interest rate swap, insurance, and other


6,556



(2,511
)


(6,210
)Changes in assets and liabilities:Receivables


145



11,306



132,523Inventories


(15,065
)


16,297



146,405Accounts payable


(1,791
)


(13,749
)


(86,350
)Changes in other working capital


15,452



(13,583
)


20,440Other


(1,008
)


1,819



(11,684
)Net cash (used in) provided by operating activities


(29,909
)


(19,853
)


190,390Cash flows from investing activities:Property and equipment investments


(4,092
)


(1,815
)


(4,919
)Proceeds from disposition of assets


711



14,451



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


(3,381
)


12,636



985Cash flows from financing activities:Repurchase of common stock


(583
)


(2,042
)


Proceeds from stock options exercised










434Excess tax benefits from share-based compensation arrangements










81Increase (decrease) in the revolving credit facility


41,200



(100,000
)


(27,535
)Principal payments on mortgage






(3,201
)


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






(616
)


(1,868
)(Decrease) increase in bank overdrafts


(4,143
)


2,517



(12,437
)Debt financing costs


(6,521
)






(217
)Increase in restricted cash related to the mortgage


(11,201
)


(10,296
)


(9,119
)Payments on capital lease obligations


(629
)






Other


7



(41
)


10Net cash provided by (used in) financing activities


18,130



(113,679
)


(56,781
)(Decrease) increase in cash


(15,160
)


(120,896
)


134,594Cash balance, beginning of period


29,457



150,353



15,759Cash balance, end of period

$
14,297


$
29,457


$
150,353Supplemental Cash Flow InformationNet income tax refunds during the period

$
19,983


$
10,299


$
22,762Interest paid during the period

$
31,675


$
28,288


$
36,854  46




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF
    STOCKHOLDERS EQUITY
  Accumulated


RetainedAdditional


Other


EarningsCommon Stock


Paid-In-


Comprehensive


(AccumulatedBlueLinx Holdings Inc.

Shares


Amount


Capital


Income (Loss)


Deficit)


Totals(In thousands)Balance, December 29, 2007


31,224


$
312


$
142,081


$
5,426


$
7,004


$
154,823Net loss


















(31,703
)


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














(2,598
)






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














(15,997
)






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














(3,751
)






(3,751
)Proceeds from stock options exercised


116



1



433











434Issuance of restricted stock


1,022



10















10Excess tax benefits from share-based compensation arrangements










81











81Excess tax deficiencies from share-based compensation
    arrangements










(1,061
)










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










2,614











2,614Balance, January 3, 2009


32,362



323



144,148



(16,920
)


(24,699
)


102,852Net loss


















(61,463
)


(61,463
)Foreign currency translation adjustment, net of tax














1,173







1,173Unrealized gain from pension plan, net of tax














941







941Unrealized gain from cash flow hedge, net of tax














6,431







6,431Issuance of restricted stock, net of forfeitures


589



6















6Repurchase of common stock


(772
)


(7
)


(2,035
)










(2,042
)Compensation related to share-based grants










2,922











2,922Balance, January 2, 2010


32,179



322



145,035



(8,375
)


(86,162
)


50,820Net loss


















(53,243
)


(53,243
)Foreign currency translation adjustment, net of tax














336







336Unrealized gain from pension plan, net of tax














(616
)






(616
)Unrealized gain from cash flow hedge, net of tax














1,297







1,297Issuance of restricted stock, net of forfeitures


688



7















7Repurchase of common stock


(199
)


(2
)


(581
)










(583
)Compensation related to share-based grants










3,876











3,876Reclassification of equity awards to liability










(903
)










(903
)Balance, January 1, 2011


32,668


$
327


$
147,427


$
(7,358
)

$
(139,405
)

$
991  47




---



##### 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 1,


January 2,


January 3,2011


2010


2009(Dollars in millions)Sales by categoryStructural products

$
838


$
738


$
1,422Specialty products


1,005



948



1,412Unallocated allowances and adjustments


(39
)


(40
)


(54
)Total sales

$
1,804


$
1,646


$
2,780   Suppliers
     48




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2.
    Summary
    of Significant Accounting Policies  Revenue
    Recognition
      
    We are the primary obligor responsible for fulfillment and all
    other aspects of the customer relationship.
    Title passes to BlueLinx and we carry all risk of loss related
    to warehouse, reload inventory and inventory shipped directly
    from vendors to our customers.
    We are responsible for all product returns.
    We control the selling price for all channels.
    We select the supplier.
    We bear all credit risk.   49




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Cash
    and Cash Equivalents
    Restricted
    Cash
      At January 1,


At January 2,2011


2010Cash in escrow:Mortgage

$
30,616


$
19,415Insurance


9,430



9,411Interest rate swap






6,690Other


2,124



2,008Total

$
42,170


$
37,524     Concentrations
    of Credit Risk
    Allowance
    for Doubtful Accounts and Related Reserves
   50




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Inventory
    Valuation
      Consignment
    Inventory
    Consideration
    Received from Vendors and Paid to Customers
      Shipping
    and Handling
   51




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Advertising
    Costs
    Earnings
    per Common Share
        Common
    Stock Dividends
    Property
    and Equipment
   52




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Impairment
    of Long-Lived Assets
        Form 10-K.
   53




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangible
    Assets with Definite Useful Lives
        Stock-Based
    Compensation
    Stockholders
    Equity
    Income
    Taxes
     54




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Foreign
    Currency Translation
    Derivatives
    Compensated
    Absences
    Use of
    Estimates
    New
    Accounting Standards
    Form 10-Q
   55




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-K
        3.
    Restructuring
    Charges   56




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2007
    Facility Consolidation and Severance Costs
      Balance at January 2, 2010

$
11,755Assumption changes


Payments


(2,142
)Accretion of discount used to calculate liability


614Balance at January 1, 2011

$
10,227   2008
    Facility Consolidation and Severance Costs
      Balance at January 2, 2010

$
645Assumption changes


(40
)Payments


(787
)Sublease income


280Other Changes


(26
)Balance at January 1, 2011

$
72  57




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2009
    Facility Consolidations and Severance Costs
      Facility


SeveranceConsolidation


Costs


TotalBalance at January 2, 2010

$
571


$
151


$
722Assumption changes


92







92Payments


(177
)


(151
)


(328
)Accretion of liability


37







37Balance at January 1, 2011

$
523


$



$
523   2010
    Facility Consolidations and Severance Costs
      Balance at January 2, 2010

$
Charges


1,062Assumption changes


(40
)Payments


(245
)Accretion of liability


Balance at January 1, 2011

$
777   4.
    Assets
    Held for Sale and Net Gain on Disposition   58




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Income
    Taxes    Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


EndedJanuary 1,


January 2,


January 3,2011


2010


2009(In thousands)Federal income taxes:Current

$
(637
)

$
(19,800
)

$
(12,736
)Deferred


(556
)


18,475



(2,149
)State income taxes:Current


(145
)


(263
)


(973
)Deferred


(100
)


5,745



(786
)Foreign income taxes:Current


793



407



210Deferred


56







Provision for (benefit from) income taxes

$
(589
)

$
4,564


$
(16,434
)     Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


EndedJanuary 1,


January 2,


January 3,2011


2010


2009(In thousands)Benefit from income taxes computed at the federal statutory tax
    rate

$
(18,841
)

$
(19,912
)

$
(16,893
)Benefit from state income taxes, net of federal benefit


(2,153
)


(2,276
)


(1,706
)Valuation allowance change


18,433



25,864



1,179Other


1,972



888



986(Benefit from) provision for income taxes

$
(589
)

$
4,564


$
(16,434
)        59




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        
    taxable income in prior carryback years, if carryback is
    permitted under the tax law;
    future reversals of existing taxable temporary differences
    tax planning strategies; and
    future taxable income exclusive of reversing temporary
    differences and carryforwards.       60




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10-K,
        January 1,


January 2,2011


2010(In thousands)Deferred income tax assets:Inventory reserves

$
3,341


$
3,452Compensation-related accruals


6,441



5,435Accruals and reserves


356



679Accounts receivable


1,341



2,045Restructuring costs


4,212



5,056Derivatives


814



3,440Pension


7,332



6,039Benefit from NOL carryovers(1)


24,867



6,234Other


558



499Total gross deferred income tax assets


49,262



32,879Less: Valuation allowances


(46,528
)


(27,226
)Total net deferred income tax assets

$
2,734


$
5,653Deferred income tax liabilities:Intangible assets


(230
)


(87
)Property and equipment


(1,695
)


(3,979
)Pension






Other


(858
)


(1,587
)Total deferred income tax liabilities


(2,783
)


(5,653
)Deferred income tax assets (liabilities), net

$
(49
)

$
     (1)
    
    Our federal and state NOL carryovers will expire over 2 to
    20 years. 61




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##### Table of Contents



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


Fiscal YearEnded


EndedJanuary 1,


January 2,2011


2010Balance at beginning of the year

$
27,226


$
1,362Valuation allowance removed for taxes related to:Income before income taxes






(3,472
)Valuation allowance provided for taxes related to:Loss before income taxes


19,302



Effect of a change in judgment






29,336Balance at end of the year

$
46,528


$
27,226     (In thousands)Balance at December 29, 2007

$
150Increases related to current year tax positions


63Additions for tax positions in prior years


48Reductions for tax positions in prior years


Settlements


Balance at January 3, 2009

$
261Increases related to current year tax positions


526Additions for tax positions in prior years


Reductions for tax positions in prior years


(25
)Settlements


(23
)Balance at January 2, 2010

$
739Increases related to current year tax positions


Additions for tax positions in prior years


6Reductions for tax positions in prior years


(62
)Settlements


Balance at January 1, 2011

$
683      62




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Receivables      Beginning


Expense/


Write offs and


EndingBalance


(Income)


Other, Net


Balance(In thousands)Fiscal 2008Allowance for doubtful accounts and related reserves

$
10,536


$
5,764


$
(6,186
)

$
10,114Fiscal 2009Allowance for doubtful accounts and related reserves

$
10,114


$
3,879


$
(5,606
)

$
8,387Fiscal 2010Allowance for doubtful accounts and related reserves

$
8,387


$
2,222


$
(4,894
)

$
5,715   7.
    Stock-Based
    Compensation         63




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             64




---



##### 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).      WeightedAverageExerciseShares


PriceOptions outstanding at December 29, 2007


1,490,295


$
12.24Options granted


798,884



4.64Options exercised


(113,138
)


3.75Options forfeited


(693,815
)


12.50Options expired


(443,711
)


13.07Options outstanding at January 3, 2009


1,038,515



6.78Options granted






Options exercised






Options forfeited


(30,268
)


13.67Options expired


(79,932
)


9.39Options outstanding at January 2, 2010


928,315



6.34Options granted






Options exercised






Options forfeited


(2,300
)


14.01Options expired


(1,200
)


14.01Options outstanding at January 1, 2011


924,815



6.31Options exercisable at January 1, 2011


646,953


$
6.62   65




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##### Table of Contents



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


ExercisableWeighted








WeightedAverage


Remaining





Average


RemainingNumber of


Exercise


Contractual Life


Number of


Exercise


Contractual LifePrice Range

Options


Price


(in Years)


Options


Price


(in Years)$4.66


750,000


$
4.66



7.2



500,000


$
4.66



7.2$10.29-$14.01


174,815


$
13.39



5.3



146,953


$
13.30



5.3924,815







6.8



646,953







6.8     Performance


RestrictedRestricted Stock


Shares


Stock UnitsWeightedNumber of


Average Fair


Number of


Number ofAwards


Value


Awards(1)


Awards(1)Outstanding at December 29, 2007


330,840


$
11.89



224,719



188,125Granted


1,396,609



4.36



834,071



Vested


(166,604
)


5.05







Forfeited


(359,557
)


6.81



(766,484
)


(23,425
)Outstanding at January 3, 2009


1,201,288



5.62



292,306



164,700Granted


681,151



2.64







Vested


(250,000
)


4.86







Forfeited


(93,310
)


5.58



(111,701
)


(20,150
)Outstanding at January 2, 2010


1,539,129



4.42



180,605



144,550Granted


747,737



3.07







Increase due to assumption changes










112,955



Vested


(340,578
)


4.49







Forfeited


(32,000
)


3.47



(52,725
)


(16,600
)Outstanding at January 1, 2011


1,914,288


$
2.67



240,835



127,950     (1)
    
    As the performance shares were settled in cash on
    January 7, 2011 and the restricted stock units will be
    settled in cash, the fair value of these awards is
    marked-to-market
    each reporting period through the date of settlement.  8.
    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)
    January 1,


January 2,2011


2010(In thousands)Change in projected benefit obligation:Projected benefit obligation at beginning of period

$
79,500


$
72,015Service cost


1,992



1,808Interest cost


4,744



4,511Actuarial loss


4,868



4,844Curtailment






Benefits paid


(3,594
)


(3,678
)Projected benefit obligation at end of period


87,510



79,500Change in plan assets:Fair value of assets at beginning of period


61,563



55,049Actual return (loss) on plan assets


8,288



10,192Employer contributions


2,466



Benefits paid


(3,592
)


(3,678
)Fair value of assets at end of period


68,725



61,563Unfunded Status of Plan

$
(18,785
)

$
(17,937
)       January 1,


January 2,2011


2010(In thousands)Funded status

$
(18,785
)

$
(17,937
)Unrecognized prior service cost


3



3Unrecognized actuarial loss


14,244



13,231Net amount recognized

$
(4,538
)

$
(4,703
)Amounts recognized on the balance sheet consist of:Accrued pension liability


(18,785
)


(17,937
)Accumulated other comprehensive loss (pre-tax)


14,247



13,234Net amount recognized

$
(4,538
)

$
(4,703
)  67




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##### Table of Contents



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


Fiscal Year Ended


Fiscal Year EndedJanuary 1,


January 2,


January 3,2011


2010


2009(In thousands)Service cost

$
1,992


$
1,808


$
2,245Interest cost on projected benefit obligation


4,744



4,511



4,435Expected return on plan assets


(4,926
)


(4,531
)


(6,002
)Amortization of unrecognized loss (gain)


494



723



(365
)Amortization of unrecognized prior service cost










2Net periodic pension cost

$
2,304


$
2,511


$
315     January 1,


January 2,2011


2010Projected benefit obligation:Discount rate


5.39
%


6.11
%Average rate of increase in future compensation levels


4.00
%


4.00
%Net periodic pension costDiscount rate


6.11
%


6.42
%Average rate of increase in future compensation levels


4.00
%


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


8.25
%


8.50
%     Determination
    of expected long-term rate of return
    90-day
 68




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      January 1,


January 2,Asset Category

2011


2010Equity securities  domestic


45
%


53
%Equity securities  international


15
%


14
%Fixed income


32
%


32
%Other


8
%


1
%Total


100
%


100
%     Asset Category

Level 1Equity securities  domestic

$
30,891Equity securities  international


10,389Fixed income


22,248Other


5,197Total

$
68,725     Asset Category

Level 1Equity securities  domestic

$
29,528Equity securities  international


8,499Fixed income


19,870Other


3,666Total

$
61,563     Investment
    policy and strategy
   69




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##### Table of Contents



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

(In thousands)December 31, 2011

$
4,071December 29, 2012


4,214December 28, 2013


4,492January 3, 2015


4,666January 2, 2016


4,879Thereafter


29,069     Defined
    Contribution Plans
    9.
    Inventory
    Reserve Accounts    Beginning





Write-offs and


EndingBalance


Expense


Other, net


BalanceFiscal 2008Obsolescence/damaged inventory reserve

$
4,364


$
1,892


$
(2,225
)

$
4,031Lower of cost or market reserve

$
21


$
3,400


$
(21
)

$
3,400Fiscal 2009Obsolescence/damaged inventory reserve

$
4,031


$
909


$
(2,367
)

$
2,573Lower of cost or market reserve

$
3,400


$
419


$
(3,819
)

$
Fiscal 2010Obsolescence/damaged inventory reserve

$
2,573


$
667


$
(1570
)

$
1,670Lower of cost or market reserve

$



$
722


$
(722
)

$
   10.
    Revolving
    Credit Facility     70




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Form 10-K,
    11.
    Mortgage     71




---



##### Table of Contents



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

$
1,1902012


3,0542013


3,3092014


3,5292015


3,763Thereafter


270,825   12.
    Derivatives    30-day
       72




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at January 2, 2010

$
2,675Changes associated with ineffective interest rate swap recorded
    to interest expense


(2,126
)Balance at January 1, 2011

$
549   13.
    Fair
    Value Measurements          Fair value at January 2, 2010

$
(8,924
)Unrealized gains included in earnings, net


6,729Fair value at January 1, 2011

$
(2,195
)      73




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Related
    Party Transactions    15.
    Commitments
    and Contingencies  Self-Insurance
    Operating
    Leases
      2011

$
6,1812012


5,7592013


5,6552014


5,0952015


4,746Thereafter


13,747Total

$
41,183    74




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Environmental
    and Legal Matters
    Collective
    Bargaining Agreements
    16.
    Subsequent
    Events      17.
    Accumulated
    Other Comprehensive Loss        Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


EndedJanuary 1,


January 2,


January 3,2011


2010


2009Foreign currency translation adjustment, net of tax

$
1,786


$
1,450


$
279Unrealized net (loss) gain from pension plan, net of tax


(8,837
)


(8,220
)


(9,158
)Unrealized loss from cash flow hedge, net of tax


(307
)


(1,605
)


(8,041
)Accumulated other comprehensive (loss) income

$
(7,358
)

$
(8,375
)

$
(16,920
)  75




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    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


EndedApril 3,


April 4,


July 3,


July 4,


October 2,


October 3,


January 1,


January 2,2010(a)


2009(b)


2010(c)


2009(d)


2010(e)


2009(f)


2011(g)


2010(h)(In thousands, except per share amounts)Net sales

$
431,050


$
407,111


$
540,781


$
423,526


$
464,690


$
449,363


$
367,897


$
366,108Gross profit


52,278



44,276



64,119



48,300



49,942



55,305



44,334



45,280Operating expenses:Selling, general and administrative


56,514



56,587



57,089



54,015



55,985



55,396



52,741



52,460OSB lawsuit settlement gain


















(5,236
)










Tender offer expenses


















3,030











Net gain from terminating the Georgia-Pacific Supply Agreement














(17,351
)






(203
)






(218
)Gain from sale of properties














(4,237
)






(169
)






(5,990
)Restructuring and other charges






1,078







1,074



342







720



Depreciation and amortization


3,744



5,030



3,434



4,241



3,111



3,882



3,076



3,831Operating (loss) income


(7,980
)


(18,419
)


3,596



10,558



(7,290
)


(3,601
)


(12,203
)


(4,803
)Non-operating expenses:Interest expense


7,315



8,117



8,205



7,890



9,121



7,987



9,147



7,846Changes associated with ineffective interest rate swap, net


(805
)


4,832



(1,256
)


1,078



(1,156
)


1,431



(1,386
)


(1,089
)Prepayment fees associated with principal payments on mortgage














616















Write-off of debt issue costs






1,407











183











Other (income) expense


233



(157
)


18



315



192



324



144



37(Benefit from) provision for income taxes


(5,667
)


(1,301
)


(1,265
)


31



(6,811
)


120



(7,624
)


(23,622
)Tax valuation allowance


5,683



29,336



1,301







6,033







7,761



Net (loss) income

$
(14,739
)

$
(60,653
)

$
(3,407
)

$
628


$
(14,852
)

$
(13,463
)

$
(20,245
)

$
12,025     (a)
    
    During the three months ended April 3, 2010, basic and
    diluted weighted average shares were 30,587,258. Total
    share-based awards of 3,162,006 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive.(b)
    
    During the three months ended April 4, 2009, basic and
    diluted weighted average shares were 31,083,451. Total
    share-based awards of 2,748,826 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive.(c)
    
    During the three months ended July 3, 2010, basic and
    diluted weighted average shares were 30,698,973. Total
    share-based awards of 3,178,306 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive.(d)
    
    During the three months ended July 4, 2009, basic and
    diluted weighted average shares were 32,565,601 and 32,663,997,
    respectively. Total share-based awards of 928,315 were excluded
    from our diluted earnings per share calculation because they
    were anti-dilutive.(e)
    
    During the three months ended October 2, 2010, basic and
    diluted weighted average shares were 30,714,191. Total
    share-based awards of 3,128,691 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive.(f)
    
    During the three months ended October 3, 2009, basic and
    diluted weighted average shares were 30,948,318. Total
    share-based awards of 2,671,158 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive. 76




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##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (g)
    
    During the three months ended January 1, 2011, basic and
    diluted weighted average shares were 30,753,705, respectively.
    Total share-based awards of 2,839,103 were excluded from our
    diluted earnings per share calculation because they were
    anti-dilutive.(h)
    
    During the three months ended January 2, 2010, basic and
    diluted weighted average shares were 32,550,129 and 32,666,189,
    respectively. Total share-based awards of 928,315 were excluded
    from our diluted earnings per share calculation because they
    were anti-dilutive.  19.
    Supplemental
    Condensed Consolidating Financial Statements   77




---



##### Table of Contents



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


Corporation


LLCHoldings


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$



$
1,804,418


$
29,825


$
(29,825
)

$
1,804,418Cost of sales






1,593,745











1,593,745Gross profit






210,673



29,825



(29,825
)


210,673Operating expenses (income):Selling, general and administrative


9,663



241,152



195



(29,825
)


221,185Net gain from terminating the Georgia-Pacific supply agreement


















Depreciation and amortization






9,524



3,841







13,365Total operating expenses (income)


9,663



250,676



4,036



(29,825
)


234,550Operating (loss) income


(9,663
)


(40,003
)


25,789







(23,877
)Non-operating expenses:Interest expense






14,780



19,008







33,788Changes associated with ineffective interest rate swap






(4,603
)










(4,603
)Write-off of debt issuance costs






183











183Other expense (income), net






576



11







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


(9,663
)


(50,939
)


6,770







(53,832
)(Benefit from) provision for income taxes


(2,533
)


(696
)


2,640







(589
)Equity in (loss) income of subsidiaries


(46,113
)










46,113



Net (loss) income

$
(53,243
)

$
(50,243
)

$
4,130


$
46,113


$
(53,243
)  78




---



##### Table of Contents



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


Corporation


LLCHoldings


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$



$
1,646,108


$
29,916


$
(29,916
)

$
1,646,108Cost of sales






1,452,947











1,452,947Gross profit






193,161



29,916



(29,916
)


193,161Operating expenses (income):Selling, general and administrative


5,809



244,378



(10,057
)


(29,916
)


210,214Net gain from terminating the Georgia-Pacific supply agreement






(17,772
)










(17,772
)Depreciation and amortization






13,060



3,924







16,984Total operating expenses (income)


5,809



239,666



(6,133
)


(29,916
)


209,426Operating (loss) income


(5,809
)


(46,505
)


36,049







(16,265
)Non-operating expenses:Interest expense






13,223



19,233







32,456Changes associated with ineffective interest rate swap






6,252











6,252Write-off of debt issuance costs






1,407











1,407Other expense (income), net






767



(248
)






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


(5,809
)


(68,154
)


17,064







(56,899
)(Benefit from) provision for income taxes


(2,261
)


170



6,655







4,564Equity in (loss) income of subsidiaries


(57,915
)










57,915



Net (loss) income

$
(61,463
)

$
(68,324
)

$
10,409


$
57,915


$
(61,463
)  79




---



##### Table of Contents



BLUELINX
    HOLDINGS INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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
)  80




---



##### Table of Contents



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


and


LLCHoldings Inc.


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssets:Current assets:Cash

$
384


$
13,913


$



$



$
14,297Receivables






119,202











119,202Inventories






188,250











188,250Deferred income tax assets, current






143











143Other current assets


669



20,500



1,599







22,768Intercompany receivable


57,208



8,759







(65,967
)


Total current assets


58,261



350,767



1,599



(65,967
)


344,660Property and equipment:Land and land improvements






3,027



49,513







52,540Buildings






8,069



88,651







96,720Machinery and equipment






70,860











70,860Construction in progress






2,028











2,028Property and equipment, at cost






83,984



138,164







222,148Accumulated depreciation






(65,564
)


(26,953
)






(92,517
)Property and equipment, net






18,420



111,211







129,631Investment in subsidiaries


(47,943
)










47,943



Other non-current assets






19,602



31,126







50,728Total assets

$
10,318


$
388,789


$
143,936


$
(18,024
)

$
525,019Liabilities:Current liabilities:Accounts payable

$
59


$
62,768


$



$




62,827Bank overdrafts






23,089











23,089Accrued compensation






4,594











4,594Current maturities of long-term debt










1,190







1,190Other current liabilities






15,065



483



1,244



16,792Intercompany payable


9,264



57,947







(67,211
)


Total current liabilities


9,323



163,463



1,673



(65,967
)


108,492Non-current liabilities:Long-term debt






97,200



284,479







381,679Non current deferred income tax liabilities






192











192Other non-current liabilities


4



33,661











33,665Total liabilities


9,327



294,516



286,152



(65,967
)


524,028Stockholders Equity/Parents Investment


991



94,273



(142,216
)


47,943



991Total liabilities and equity

$
10,318


$
388,789


$
143,936


$
(18,024
)

$
525,019  81




---



##### Table of Contents



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


and


LLCHoldings Inc.


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssets:Current assets:Cash

$
32


$
29,129


$
296


$



$
29,457Receivables






119,347











119,347Inventories






173,185











173,185Deferred income tax assets


275



(910
)






635



Other current assets


925



42,172



1,873







44,970Intercompany receivable


63,905



5,793







(69,698
)


Total current assets


65,137



368,716



2,169



(69,063
)


366,959Property and equipment:Land and land improvements






3,134



49,487







52,621Buildings






7,494



88,651







96,145Machinery and equipment






69,767











69,767Construction in progress






791











791Property and equipment, at cost






81,186



138,138







219,324Accumulated depreciation






(59,030
)


(23,111
)






(82,141
)Property and equipment, net






22,156



115,027







137,183Investment in subsidiaries


(11,755
)










11,755



Non-current deferred income tax assets






5,075



2,227



(7,302
)


Other non-current assets






19,016



23,688







42,704Total assets

$
53,382


$
414,963


$
143,111


$
(64,610
)

$
546,846Liabilities:Current liabilities:Accounts payable

$
38


$
64,580


$



$




64,618Bank overdrafts






27,232











27,232Accrued compensation


16



4,863











4,879Deferred income tax liabilities


(635
)










635



Other current liabilities






20,637



1,871







22,508Intercompany payable


3,143



61,644



4,911



(69,698
)


Total current liabilities


2,562



178,956



6,782



(69,063
)


119,237Non-current liabilities:Long-term debt






56,000



285,669







341,669Non-current deferred income tax liabilities






2,524



4,778



(7,302
)


Other non-current liabilities






35,120











35,120Total liabilities


2,562



272,600



297,229



(76,365
)


496,026Stockholders Equity/Parents Investment


50,820



142,363



(154,118
)


11,755



50,820Total liabilities and equity

$
53,382


$
414,963


$
143,111


$
(64,610
)

$
546,846  82




---



##### Table of Contents



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


BlueLinx


LLCHoldings Inc.


Corporation


Subsidiaries


Eliminations


ConsolidatedCash flows from operating activities:Net (loss) income

$
(53,243
)

$
(50,243
)

$
4,130


$
46,113


$
(53,243
)Adjustments to reconcile net (loss) income to cash (used in)
    provided by operations:Depreciation and amortization






9,854



3,511







13,365Amortization of debt issue costs






1,298



665







1,963Net gain from terminating the Georgia-Pacific supply agreement


















Payments from terminating the Georgia-Pacific supply agreement






4,706











4,706Gain from sale properties


















Prepayment penalty associated with sale of facility


















Changes associated with ineffective interest rate swap, net






(4,603
)










(4,603
)Write-off of debt issuance costs






183











183Vacant property charges, net






53











53Deferred income tax (benefit) provision


910



1,041



(2,551
)






(600
)Share-based compensation expense


1,856



2,122











3,978Increase in restricted cash related to the ineffective interest
    swap, insurance, and other






6,556











6,556Equity in earnings of subsidiaries


46,113











(46,113
)


Changes in assets and liabilities:Receivables






145











145Inventories






(15,065
)










(15,065
)Accounts payable


21



(1,812
)










(1,791
)Changes in other working capital


279



15,267



(1,338
)


1,244



15,452Intercompany receivable


6,697



(2,966
)






(3,731
)


Intercompany payable


6,121



(3,697
)


(4,911
)


2,487



Other


(47
)


(4,588
)


3,627







(1,008
)Net cash provided by (used in) operating activities


8,707



(41,749
)


3,133







(29,909
)Cash flows from investing activities:Investment in subsidiaries


(7,772
)










7,772



Property, plant and equipment investments






(4,092
)










(4,092
)Proceeds from sale of assets






711











711Net cash provided by (used in) investing activities


(7,772
)


(3,381
)






7,772



(3,381
)Cash flows from financing activities:Net transactions with Parent










7,772



(7,772
)


Repurchase of common stock


(583
)














(583
)Decrease in revolving credit facility






41,200











41,200Debt financing costs






(6,521
)










(6,521
)Payment of principal on mortgage


















Prepayment fees associated with sale of facility


















Increase in bank overdrafts






(4,143
)










(4,143
)Increase in restricted cash related to the mortgage










(11,201
)






(11,201
)Intercompany receivable


















Intercompany payable


















Payments on capital lease obligations






(622
)










(622
)Net cash (used in) provided by financing activities


(583
)


29,914



(3,429
)


(7,772
)


18,130(Decrease) increase in cash


352



(15,216
)


(296
)






(15,160
)Balance, beginning of period


32



29,129



296







29,457Balance, end of period

$
384


$
13,913


$



$



$
14,297Supplemental cash flow information:Net income tax refunds (income taxes paid) during the period

$



$
20,098


$
(115
)

$



$
19,983Interest paid during the period

$



$
13,280


$
18,395


$



$
31,675  83




---



##### Table of Contents



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


BlueLinx


LLCHoldings Inc.


Corporation


Subsidiaries


Eliminations


ConsolidatedCash flows from operating activities:Net (loss) income

$
(61,463
)

$
(68,324
)

$
10,409


$
57,915


$
(61,463
)Adjustments to reconcile net (loss) income to cash (used in)
    provided by operations:Depreciation and amortization






13,059



3,925







16,984Amortization of debt issue costs






1,806



653







2,459Net gain from terminating the Georgia-Pacific supply agreement






(17,772
)










(17,772
)Payments from terminating the Georgia-Pacific supply agreement






14,118











14,118Gain from sale of properties






(169
)


(10,228
)






(10,397
)Prepayment penalty associated with sale of facility










616







616Changes associated with ineffective interest rate swap, net






6,252











6,252Write-off of debt issuance costs






1,407











1,407Vacant property charges, net






1,222











1,222Deferred income tax (benefit) provision


(620
)


22,565



2,275







24,220Share-based compensation expense


1,773



1,149











2,922Increase in restricted cash related to the ineffective interest
    swap, insurance, and other






(2,511
)










(2,511
)Equity in earnings of subsidiaries


57,915











(57,915
)


Changes in assets and liabilities:Receivables






11,306











11,306Inventories






16,297











16,297Accounts payable


(79
)


(13,670
)










(13,749
)Changes in other working capital


(1,225
)


(10,585
)


(1,773
)






(13,583
)Intercompany receivable


(1,039
)


248



3,229



(2,438
)


Intercompany payable


(2,898
)






460



2,438



Other






2,017



(198
)






1,819Net cash (used in) provided by operating activities


(7,636
)


(21,585
)


9,368







(19,853
)Cash flows from investing activities:Investment in subsidiaries


32,392











(32,392
)


Property, plant and equipment investments






(1,815
)










(1,815
)Proceeds from sale of assets






2,027



12,424







14,451Net cash provided by (used in) investing activities


32,392



212



12,424



(32,392
)


12,636Cash flows from financing activities:Net transactions with Parent






(24,994
)


(7,398
)


32,392



Repurchase of common stock


(2,042
)














(2,042
)Decrease in revolving credit facility






(100,000
)










(100,000
)Payment of principal on mortgage










(3,201
)






(3,201
)Prepayment fees associated with sale of facility










(616
)






(616
)Increase in bank overdrafts






2,517











2,517Increase in restricted cash related to the mortgage










(10,296
)






(10,296
)Intercompany receivable


(22,720
)










22,720



Intercompany payable






22,720







(22,720
)


Other


6







(47
)






(41
)Net cash (used in) provided by financing activities


(24,756
)


(99,757
)


(21,558
)


32,392



(113,679
)(Decrease) increase in cash






(121,130
)


234







(120,896
)Balance, beginning of period


32



150,259



62







150,353Balance, end of period

$
32


$
29,129


$
296


$



$
29,457Supplemental cash flow information:Net income tax refunds (income taxes paid) during the period

$



$
10,797


$
(498
)

$



$
10,299Interest paid during the period

$



$
11,373


$
16,915


$



$
28,288  84




---



##### 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
)Increase in restricted cash related to the interest swap,
    insurance, and other






(6,210
)










(6,210
)Equity in earnings of subsidiaries


28,734











(28,734
)


Changes in assets and liabilities:Receivables






132,523











132,523Inventories






146,405











146,405Accounts payable


97



(86,447
)










(86,350
)Changes in other working capital


587



20,577



(724
)






20,440Intercompany receivable


(751
)


(5,430
)






6,181



Intercompany payable


5,430







751



(6,181
)


Other






(11,539
)


(145
)






(11,684
)Net cash (used in) provided by operating activities


3,508



180,781



6,101







190,390Cash flows from investing activities:Investment in subsidiaries


17,288











(17,288
)


Property and equipment investments






(4,919
)










(4,919
)Proceeds from disposition of assets






1,211



4,693







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


17,288



(3,708
)


4,693



(17,288
)


985Cash flows from financing activities:Net transactions with Parent






(23,833
)


6,545



17,288



Proceeds from stock options exercised


434















434Excess tax benefits from stock-based compensation arrangements


81















81Decrease in revolving credit facility






(27,535
)










(27,535
)Debt financing costs










(217
)






(217
)Principal payments on new mortgage










(6,130
)






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










(1,868
)






(1,868
)Decrease in bank overdrafts






(12,437
)










(12,437
)Increase in restricted cash related to the mortgage










(9,119
)






(9,119
)Intercompany receivable


(21,292
)










21,292



Intercompany payable






21,292







(21,292
)


Other


10















10Net cash provided by (used in) financing activities


(20,767
)


(42,513
)


(10,789
)


17,288



(56,781
)Increase in cash


29



134,560



5







134,594Balance, beginning of period


3



15,699



57







15,759Balance, end of period

$
32


$
150,259


$
62


$



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

$



$
23,100


$
(338
)

$



$
22,762Interest paid during the period

$



$
16,196


$
20,658


$



$
36,854  85




---



##### Table of Contents



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


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedBalance, December 29, 2007

$
154,823


$
303,260


$
(166,105
)

$
(137,155
)

$
154,823Net income (loss)


(31,703
)


(31,165
)


2,431



28,734



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


(2,598
)


(2,598
)






2,598



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


(15,997
)


(15,997
)






15,997



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


(3,751
)


(3,751
)






3,751



(3,751
)Proceeds from stock options exercised


434















434Issuance of restricted stock


10















10Excess tax benefits from share-based compensation arrangements


81















81Excess tax deficiencies from share-based compensation
    arrangements


(1,061
)














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


2,614















2,614Net transactions with the parent






(23,762
)


6,545



17,217



Balance, January 3, 2009

$
102,852


$
225,987


$
(157,129
)

$
(68,858
)

$
102,852Net income (loss)


(61,463
)


(68,324
)


10,409



57,915



(61,463
)Foreign currency translation adjustment, net of tax


1,173



1,173







(1,173
)


1,173Unrealized net gain from pension plan, net of tax


941



941







(941
)


941Unrealized gain from cash flow hedge, net of tax


6,431



6,431







(6,431
)


6,431Issuance of restricted stock


6















6Repurchase of restricted stock


(2,042
)














(2,042
)Compensation expense related to share-based grants


2,922















2,922Net transactions with the Parent






(23,845
)


(7,398
)


31,243



Balance, January 2, 2010

$
50,820


$
142,363


$
(154,118
)

$
11,755


$
50,820Net income (loss)


(53,243
)


(50,243
)


4,130



46,113



(53,243
)Foreign currency translation adjustment, net of tax


336



336







(336
)


336Unrealized net gain from pension plan, net of tax


(616
)


(616
)






616



(616
)Unrealized gain from cash flow hedge, net of tax


1,297



1,297







(1,297
)


1,297Issuance of restricted stock


7















7Repurchase of restricted stock


(583
)














(583
)Compensation expense related to share-based grants


3,876















3,876Reclassification of equity award to liability


(903
)














(903
)Net transactions with the Parent






1,136



7,772



(8,908
)


Balance, January 1, 2011

$
991


$
94,273


$
(142,216
)

$
47,943


$
991  86




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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.   87




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PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.    Name

Age

PositionHoward S. Cohen


64


Chairman of the Board of Directors (Director since September
    2007, Chairman since March 2008)George R. Judd


49


President and Chief Executive Officer Director (since October
    2008)H. Douglas Goforth


47


Senior Vice President, Chief Financial Officer and TreasurerDean A. Adelman


45


Chief Administrative OfficerRichard S. Grant


64


Director (since 2005)Richard B. Marchese


69


Director (since 2005)Steven F. Mayer


51


Director (since 2004)Charles H. McElrea


60


Director (since 2004)Alan H. Schumacher


64


Director (since 2004)Mark A. Suwyn


68


Director (since 2005)Robert G. Warden


38


Director (since 2004)M. Richard Warner


59


Director (since 2008)   Executive
    Officers
  George R. Judd 2002-2004.
  H. Douglas Goforth
  Dean A. Adelman
 88




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##### Table of Contents



Directors
  Howard S. Cohen
    George R. Judd
  Richard S. Grant
    Richard B. Marchese
    Steven F. Mayer
 89




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##### Table of Contents



Charles H. (Chuck) McElrea
    Alan H. Schumacher
    Mark A. Suwyn
 90




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Robert G. Warden
    M. Richard Warner
    Section 16(a)
    Beneficial Ownership Reporting Compliance
    Corporate
    Governance Guidelines and Code of Ethics
  www.bluelinxco.com
    www.bluelinxco.com www.bluelinxco.com
 91




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and/or
  Communications
    with the Board of Directors
    
    forward the communication to the director to whom it is
    addressed or, in the case of communications addressed to the
    Board of Directors generally, to the chairman;
    attempt to handle the inquiry directly where it is a request for
    information about us; or
    not forward the communication if it is primarily commercial in
    nature or if it relates to an improper topic.      Audit
    Committee
      www.bluelinxco.com
 92




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ITEM 11.
    EXECUTIVE
    COMPENSATION.        Compensation
    Policies and Objectives
      
    Compensation decisions are driven by a
    pay-for-performance
    philosophy, which takes into account performance by both the
    Company and the individual;
    Performance is determined with reference to pre-established
    goals, both with respect to the Company and the individual,
    which we believe enhances the individual executives
    performance;
    Where possible, a significant component of total direct
    compensation should consist of variable compensation; 93




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
    Total compensation opportunity should be comparable to the
    median ranges in the marketplace within which we
    compete; and
    Increased compensation can be earned through an
    individuals increased contribution to the Company.        Elements
    of Compensation
    
    Base salary;
    Annual performance-based cash awards;
    Long-term equity incentive compensation; and
    Other perquisite and benefit programs.   94




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Base
    Salary
      Annual
    Bonuses
    
    Support our strategic business objectives;
    Promote the attainment of specific financial goals;
    Reward achievement of specific performance objectives; and
    Encourage teamwork.  and/or and/or and/or
 95




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Threshold


Target


MaximumGeorge R. Judd


50
%


100
%


200
%H. Douglas Goforth


32.5
%


65
%


130
%Dean A. Adelman


25
%


50
%


100
%       Threshold ($)

Target ($)

Maximum ($)(In millions)EBITDA


0



4.5



12       Portion ofTarget


ActualPayout


PayoutTotal


Related to


Related to


ActualBase





Target


EBITDA


EBITDA


TotalSalary


Target


Payout


Goal (100%)


Goal (0%)


PayoutOfficer

($)


Bonus %


($)


($)


($)


($)George R. Judd


600,000



100



600,000



600,000



0



0H. Douglas Goforth


375,000



65



243,750



243,750



0



0Dean A. Adelman


315,000



50



157,500



157,500



0



0     Long
    Term Equity Incentive Plans
   96




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Defined
    Contribution Plan
    Perquisites
    and Other Personal Benefits
    Form 10-K
  Employment
    Agreements
  and/or
 97




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Amended
    and Restated Employment Agreement with Chief Executive
    Officer
      Amended
    and Restated Employment Agreement with Chief Financial
    Officer
     98




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##### Table of Contents



Amended
    and Restated Employment Agreement with Chief Administrative
    Officer
      Risk
    Analysis of Compensation Program
   99




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##### Table of Contents



Internal
    Revenue Code Section 162(m)
    Compensation
    Committee Report
  Form 10-K.
  
  Executive
    Compensation
  2010
    SUMMARY COMPENSATION TABLE
    Non-EquityStock

Stock

Incentive

All OtherSalary

Bonus

Awards

Options

Plan Comp.

Comp.

TotalName and Principal Position

Year

($)

($)

($)(1)

($)(1)

($)(2)

($)

($)George R. Judd,


2010



600,000



0



631,872



0



0



16,089



1,247,961President and Chief


2009



600,000



0



603,794



0



0



17,275



1,221,069Executive Officer(4)


2008



473,077



0



661,140



0



546,172



29,630



1,710,019H. Douglas Goforth,


2010



375,000



0



368,592



0



0



18,537



762,129CFO & Treasurer(5)


2009



326,923



0



352,214



0



0



16,530



695,6672008



281,250



0



641,840



0



390,781



110,623



1,424,494Dean A. Adelman,


2010



315,000



0



315,936



0



0



2,047



632,983Chief Administrative


2009



315,000



0



301,897



0



0



3,030



619,927Officer(6)


2008



233,034



82,871



176,141



0



247,129



14,808



753,983     (1)
    
    The amounts in this column were calculated based on the grant
    date fair value of our common stock, in accordance with FASB ASC
    Topic 718. The value of performance based shares included in
    this column 100




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was calculated based on the probable outcome of the performance
    conditions as of the grant date of the performance shares. Stock
    and performance share awards generally vest in various
    increments over multi-year periods. As a result, this grant date
    fair value may not be indicative of the ultimate value the
    executive may receive under these grants.The amounts in this column for 2008 include performance shares
    valued as follows: Mr. Judd, 2008: $347,609;
    Mr. Goforth 2008: $189,840; Mr. Adelman, 2008:
    $92,610. If the maximum performance metrics were achieved the
    same performance shares would be valued as follows:
    Mr. Judd, 2008: $521,414; Mr. Goforth 2008: $284,760;
    Mr. Adelman, 2008: $138,915.The performance shares issued in 2008 vested on
    December 31, 2010 at 97% of the target number of
    performance shares issued.(2)
    
    For fiscal 2010, the Committee determined that the
    Companys EBITDA achievement fell below the threshold
    payout levels for the named executive officers. Management made
    a recommendation to the Committee that it was not appropriate to
    compensate the named executive officers based on the
    Companys EBITDA achievement for fiscal 2010. The Committee
    agreed with managements recommendation and the named
    executive officers were not awarded any bonus compensation based
    on the Companys financial performance in fiscal 2010. Any
    guaranteed bonuses or discretionary bonuses paid to a named
    executive officer are reflected separately in the column titled
    Bonus.(3)
    
    The amounts in this column were calculated based on the grant
    date fair value of stock options computed using the
    Black-Scholes model, in accordance with FASB ASC Topic 718. For
    additional information regarding the assumptions used in
    determining fair value using the Black Scholes pricing model,
    see Note 7, Stock-Based Compensation, to our
    audited consolidated financial statements.(4)
    
    Mr. Judds All Other Compensation for 2010
    includes an auto allowance of $7,620; a club dues allowance of
    $6,000 and health benefits paid by the Company of $2,469.(5)
    
    Mr. Goforths All Other Compensation for
    2010 includes an auto allowance of $7,500; a club dues allowance
    of $6,000 and health benefits paid by the Company of $5,037.(6)
    
    Mr. Adelmans All Other Compensation for
    2010 includes health benefits paid by the Company.  GRANTS OF
    PLAN-BASED AWARDS FOR 2010
    Grant DateEstimated Possible Payouts









All Other

Exercise or

Fair ValueUnder Non-Equity Incentive

Estimated Future Payouts Under

All Other

Option Awards

Base Price

of StockPlan Awards(1)

Equity Incentive Plan Awards

Stock Awards

# of Shares

of Option

and OptionGrant

Threshold

Target

Max

Threshold

Target

Max

# of

Underlying

Awards

AwardsName

Date

($)

($)

($)

(#)

(#)

(#)

Shares(2)

Option

($/sh)

($)George R. Judd


N/A



300,000



600,000



1,200,000



























N/A1/12/10



























214,194











631,872Howard D. Goforth


N/A



121,875



243,750



487,500



























N/A1/12/10



























124,946











368,592Dean A. Adelman


N/A



78,750



157,500



315,000



























N/A1/12/10



























107,097











315,936     (1)
    
    These columns show the range of possible payouts which were
    targeted for 2010 performance under the Companys STIP as
    described in the section titled Annual Bonuses in
    the Compensation Discussion and Analysis and are based on the
    named executive officers base salary for 2009. The Company
    recommended and the Committee agreed no bonuses would be paid to
    the named executive officers based on the Companys
    financial results for 2010.(2)
    
    The restricted stock grants disclosed in the table were all
    issued pursuant to the Companys 2004 or 2006 LTIP. Each of
    the restricted stock awards vest three years from the date of
    grant. 101




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##### Table of Contents



2010
    OUTSTANDING EQUITY AWARDS AT YEAR END
    Option Awards

Stock AwardsEquityEquity

IncentiveIncentive

Plan Awards:Plan Awards:

Market orMarket

Number of

Payout ValueNumber of

Number of







Value of

Unearned

of UnearnedSecurities

Securities





Number of

Shares of

Shares, Units,

Shares, UnitsUnderlying

Underlying





Shares of

Stock That

or Other

or OtherUnexercised

Unexercised

Option

Option

Stock That

Have Not

Rights That

Rights ThatOptions

Options

Exercise

Expiration

Have Not

Vested

Have Not

Have NotName

Exercisable

Unexercisable

Price ($)

Date

Vested

($)(1)

Vested (#)(3)

Vested ($)(1)George R. Judd


62,918



15,729
(2)


14.01



6/5/16



574,894



2,104,112







Howard D. Goforth


0



0











349,736



1,280,034







Dean A. Adelman


14,000



0



10.29



11/9/15



258,592



946,447







16,935



4,234
(2)


14.01



6/5/16     (1)
    
    Computed based on the closing price of our common stock on
    January 1, 2011 of $3.66.(2)
    
    These options became fully vested on January 3, 2011.(3)
    
    The 2008 performance shares vested in December of 2010 at 97%.
    The performance shares granted to the named executive officers
    in March 2007 were forfeited at the end of fiscal 2009 because
    the Company did not achieve the required financial metrics.
    There are no unvested performance shares as of January 1,
    2011.  OPTION
    EXERCISES AND STOCK VESTED
  Stock AwardsNumber of Shares

Value RealizedAcquired on Vesting

on VestingGeorge R. Judd






H. Douglas Goforth






Dean A. Adelman






   Payments
    upon Certain Events of Termination or
    Change-in-Control
      Value of

Value ofValue of

Restricted

PerformanceOptions(1)

Stock(1)

Shares(1)

Total(1)George R. Judd

$



$
2,104,112


$



$
2,104,112H. Douglas Goforth

$



$
1,280,034


$



$
1,280,034Dean A. Adelman

$



$
946,447


$



$
946,447     (1)
    
    Computed based on the closing price of our common stock on
    January 1, 2011 of $3.66. 102




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Continuing

OutplacementSalary and

Medical

ServicesBonus

Coverage

AllowanceGeorge R. Judd(1)

$
600,000


$
11,891


$
25,000H. Douglas Goforth(1)

$
618,750


$
18,853


$
25,000Dean A. Adelman(1)

$
472,500


$
18,498


$
25,000     (1)
    
    The named executive officer would be entitled to these payments
    only in the event his employment was terminated either by the
    Company without cause or by the named executive
    officer for good reason (as such terms are defined
    in each of the named executive officers respective
    employment agreements).  Director
    Compensation
    Fees Earnedor Paidin Cash

TotalName

($)(1)

($)Howard S. Cohen(6)


246,000



246,000Richard S. Grant(2)


131,250



131,250Richard B. Marchese(3)


158,750



158,750Charles H. McElrea


58,750



58,750Steven F. Mayer






Alan H. Schumacher(4)


155,000



155,000Mark A. Suwyn(5)


83,750



83,750Robert G. Warden






M. Richard Warner






  103




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##### Table of Contents



(1)
    
    Our directors who are not current employees of the Company,
    current employees or members of Cerberus operations team,
    or the Chairman of our Board, referred to as our outside
    directors, receive an annual directors fee of $50,000. The
    Chairman of our Board receives and annual fee of $240,000 in
    consideration of the additional time and commitment attendant to
    the duties of the position of Chairman of the Board. In
    addition, each outside director receives a fee of $1,250 for
    each directors meeting attended. Outside directors also
    receive a fee of $20,000 for serving as chairperson of a
    committee or $10,000 for being a member of a committee. Other
    than our Chairman of the Board, directors who are currently
    employed by the Company or Cerberus, or who are members of
    Cerberus operations team, do not receive additional
    consideration for serving as directors, except that all
    directors are entitled to reimbursement for travel and
    out-of-pocket
    expenses in connection with their attendance at board and
    committee meetings.(2)
    
    Mr. Grant serves as a member of the Audit Committee of the
    Board. As of January 1, 2011, Mr. Grant had fully
    vested options to purchase 10,000 shares of the
    Companys common stock at the exercise price of $11.40 per
    share, which was the closing price of the stock on the New York
    Stock Exchange on the date preceding the grant.(3)
    
    Mr. Marchese serves as a member of the Audit Committee and
    the Compensation Committee of the Board. As of January 1,
    2011, Mr. Marchese had fully vested options to purchase
    10,000 shares of the Companys common stock at the
    exercise price of $11.69 per share, which was the closing price
    of the stock on the New York Stock Exchange on the date
    preceding the grant.(4)
    
    Mr. Schumacher serves as the Chairman of the Audit
    Committee of the Board and as a member of the Compensation
    Committee of the Board of Directors.(5)
    
    Mr. Suwyn serves as Chairman of the Compensation Committee.(6)
    
    Mr. Cohen serves as non-executive Chairman of the Board.
    Mr. Cohen was granted options to purchase
    750,000 shares of the Companys common stock at the
    exercise price of $4.66 per share, which was the closing price
    of the stock on the New York Stock Exchange (NYSE)
    on the date of grant. Two-thirds of these options have vested as
    of January 1, 2011. Mr. Cohen was granted 166,667
    restricted shares of the Companys common stock at a fair
    value of $4.66 per share, which was the closing price of the
    stock on the NYSE on the date of grant. Mr. Cohen was
    granted 83,333 restricted shares of the Companys common
    stock at a fair value of $5.25 per share, which was the closing
    price of the stock on the on the NYSE on the date of grant.
    Two-thirds of Mr. Cohens restricted shares have
    vested.  Compensation
    Committee Interlocks and Insider Participation
   104




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ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  SECURITY
    OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
  Rule 13d-3
  Number of Shares


Percentage of SharesName of Beneficial Owner

Beneficially Owned


Outstanding(10)Stephen Feinberg(1)(2)


18,100,000



54.46
%Stadium Capital Management, LLC(3)


1,960,687



5.90
%Howard S. Cohen(4)


1,650,000



4.21
%George R. Judd(5)


1,354,735



4.07
%Howard D. Goforth


480,845



1.45
%Dean A. Adelman(6)


395,303



1.19
%Richard S. Grant(7)


22,801



*Richard B. Marchese(8)


12,801



*Steven F. Mayer(9)


0



0Charles H. McElrea


350,000



1.05
%Alan H. Schumacher


11,951



*Mark A. Suwyn


0



0Robert G. Warden(2)


0



0M. Richard Warner


0



0Directors and executive officers as a group (12 persons)


4,278,436



12.87
%     *
    
    Less than one percent.(1)
    
    Cerberus ABP Investor LLC is the record holder of
    18,100,000 shares of our common stock. Mr. Feinberg
    exercises sole voting and investment authority over all of our
    securities owned by Cerberus ABP Investor LLC. Thus, pursuant to
    Rule 13d-3
    under the Exchange Act, Mr. Feinberg is deemed to
    beneficially own 18,100,000 shares of our common stock.(2)
    
    The address for Messrs. Feinberg and Warden is
    c/o Cerberus
    Capital Management, L.P., 299 Park Avenue, New York, NY 10171.(3)
    
    Stadium Capital Management, LLC exercises shared voting and
    investment authority over 1,960,687 shares of our stock in
    conjunction with Alexander H. Seaver and Bradley R.
    Kent. In addition, Stadium Capital Partners, L.P., also
    exercises shared voting and investment authority over 1,700,618
    of these shares of our stock.(4)
    
    Mr. Cohens ownership includes options to purchase
    750,000 shares of our common stock which are exercisable as
    of February 25, 2011, or that will become exercisable
    within 60 days of that date.(5)
    
    Mr. Judds ownership includes options to purchase
    78,647 shares of our common stock which are exercisable as
    of February 25, 2011, or that will become exercisable
    within 60 days of that date.(6)
    
    Mr. Adelmans ownership includes options to purchase
    35,169 shares of our common stock which are exercisable as
    of February 25, 2011, or that will become exercisable
    within 60 days of that date. 105




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##### Table of Contents



(7)
    
    Mr. Grants ownership includes options to purchase
    10,000 shares of our common stock which are exercisable as
    of February 25, 2011, or that will become exercisable
    within 60 days of that date.(8)
    
    Mr. Marcheses ownership includes options to purchase
    10,000 shares of our common stock which are exercisable as
    of February 25, 2011, or that will become exercisable
    within 60 days of that date.(9)
    
    The address for Mr. Mayer is
    c/o Cerberus
    California, LLC, 11812 San Vicente Boulevard, Los Angeles,
    CA 90049.(10)
    
    The percentage calculations are based on 33,235,376 shares
    of our common stock outstanding on February 25, 2011.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.  Review
    and Approval or Ratification of Related Person
    Transactions
    Form 10-K
      
    to which we are or will be a participant;
    in which the amount involved exceeded or will exceed
    $120,000; and
    in which any related person, as defined by the SEC,
    had or will have a direct or indirect material interest.  Director
    Independence
   106




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES.    2010


2009Audit Fees(1)

$
1,758,859


$
1,659,756Audit-Related Fees(2)


166,911



170,000Tax Fees






All Other Fees(3)


6,353



23,775TOTAL

$
1,932,123


$
1,853,531     (1)
    
    Consists of fees related to audits of our consolidated financial
    statements, and reviews of interim financial statements and
    disclosures in filings with the Securities and Exchange
    Commission (SEC). Audit fees also included fees
    related to the audit of internal control over financial
    reporting, as required by Section 404 of the Sarbanes-Oxley
    Act of 2002.(2)
    
    Consists of fees billed for services related to benefit plan
    audits.(3)
    
    Consists of fees billed for services related to certain
    transactional services.  Pre-Approval
    of Audit and Non-Audit Services
   107




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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(B)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(D)4
.4

Investment Letter, dated May 7, 2004, between BlueLinx and
    Cerberus ABP Investor LLC, as Purchaser of Common Stock(D)4
.5

Executive Purchase Agreement dated May 7, 2004 by and among
    BlueLinx, Cerberus ABP Investor LLC and Charles H. McElrea(D)4
.6

Executive Purchase Agreement dated May 7, 2004 by and among
    BlueLinx, Cerberus ABP Investor LLC and George R. Judd(D)10
.1

Asset Purchase Agreement, dated as of March 12, 2004, by
    and among Georgia-Pacific Corporation, Georgia-Pacific Building
    Materials Sales, Ltd. and BlueLinx Corporation(C)10
.2

First Amendment to Asset Purchase Agreement, dated as of
    May 6, 2004, by and among Georgia-Pacific Corporation,
    Georgia-Pacific Building Materials Sales, Ltd. and BlueLinx
    Corporation(C)10
.3

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

Form of Director and Officer Indemnification Agreement
    (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 13, 2011)10
.5

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
.6

BlueLinx Holdings Inc. 2004 Long Term Equity Incentive Plan(C)10
.7

BlueLinx Holdings Inc. 2004 Long-Term Equity Incentive Plan Form
    of Restricted Stock Award Agreement (incorporated by reference
    to
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 11, 2008)10
.8

BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan
    (incorporated by reference to Appendix A to the Definitive
    Proxy Statement for the 2006 Annual Meeting of Stockholders,
    filed with the Securities and Exchange Commission on
    April 14, 2006)10
.9

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
.10

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) 108




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##### Table of Contents



ExhibitNumber

Item10
.11

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
.12

Amendment No. 1 to 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
    December 15, 2010)10
.13

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
.14

Letter Agreement, dated December 18, 2006, relating to and
    amending the Master Purchase, Supply and Distribution Agreement
    between Georgia-Pacific Corporation and BlueLinx Corporation
    dated May 7, 2004 (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 22, 2006)10
.15

Loan and Security Agreement, dated as of June 9, 2006,
    between the entities set forth therein collectively as borrower
    and German American Capital Corporation as Lender (incorporated
    by reference to
    Form 10-Q
    filed with the Securities and Exchange Commission on
    November 6, 2009)10
.16

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
.17

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
.18

Amended and Restated Loan and Security Agreement, dated
    August 4, 2006, by and between BlueLinx Corporation,
    Wachovia and the other signatories listed therein (incorporated
    by reference to
    Form 10-Q
    filed with the Securities and Exchange Commission on
    November 6, 2009)10
.19

Second Amendment to Amended and Restated Loan and Security
    Agreement, dated August 4, 2006, by and between BlueLinx
    Corporation, Wells Fargo, as successor in interest to Wachovia,
    and the other signatories listed therein, dated July 7,
    2010 (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    July 7, 2010)10
.20

Amended and Restated Employment Agreement between BlueLinx
    Corporation and George R. Judd, dated January 21, 2011,
    (incorporated by reference to
    Form 8-K/A
    filed with the Securities and Exchange Commission on
    January 27, 2011)10
.21

Amended and Restated Employment Agreement between BlueLinx
    Corporation and Howard D. Goforth, dated January 21, 2011
    (incorporated by reference to
    Form 8-K/A
    filed with the Securities and Exchange Commission on
    January 27, 2011)10
.22

Amended and Restated Employment Agreement between BlueLinx
    Corporation and Dean A. Adelman, dated January 21, 2011
    (incorporated by reference to
    Form 8-K/A
    filed with the Securities and Exchange Commission on
    January 27, 2011)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* 109




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##### Table of Contents



ExhibitNumber

Item32
.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. 4 to the
    Companys Registration Statement on
    Form S-1
    (Reg.
    No. 333-118750)
    filed with the Securities and Exchange Commission on
    December 10, 2004.(B)
    
    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.(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.(D)
    
    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. 110




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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)

February 28, 2011/s/  Howard
    D. GoforthHoward
    D. Goforth

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

February 28, 2011/s/  Scott
    T. PhillipsScott
    T. Phillips

Chief Accounting Officer (Principal Accounting Officer)

February 28, 2011/s/  Howard
    S. CohenHoward
    S. Cohen

Chairman

February 28, 2011/s/  Richard
    S. GrantRichard
    S. Grant

Director

February 28, 2011/s/  Steven
    F. MayerSteven
    F. Mayer

Director

February 28, 2011/s/  Richard
    B. MarcheseRichard
    B. Marchese

Director

February 28, 2011/s/  Charles
    H. McElreaCharles
    H. McElrea

Director

February 28, 2011/s/  Alan
    H. SchumacherAlan
    H. Schumacher

Director

February 28, 2011/s/  Mark
    A. SuwynMark
    A. Suwyn

Director

February 28, 2011/s/  Robert
    G. WardenRobert
    G. Warden

Director

February 28, 2011/s/  M.
    Richard WarnerM.
    Richard Warner

Director

February 28, 2011  111