##### Table of Contents



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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 30, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number: 1-32383
  BLUELINX HOLDINGS
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other
    jurisdiction of
    incorporation or organization)4300 Wildwood
    Parkway, Atlanta, Georgia(Address of principal
    executive offices)

77-0627356(I.R.S. Employer
    Identification No.)30339(Zip
    Code)   Registrants telephone number, including area code:
 770-953-7000
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

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

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 



BLUELINX
    HOLDINGS INC.
  ANNUAL
    REPORT ON
    FORM 10-K
    For the Fiscal Year Ended December 30, 2006
    TABLE OF CONTENTS
  PART IITEM 1.


Business


3ITEM 1A.


Risk
    Factors


9ITEM 1B.


Unresolved Staff
    Comments


15ITEM 2.


Properties


15ITEM 3.


Legal
    Proceedings


15ITEM 4.


Submission of
    Matters to a Vote of Security Holders


16PART IIITEM 5.


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


16ITEM 6.


Selected Financial
    Data


19ITEM 7.


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


21ITEM 7A.


Quantitative and
    Qualitative Disclosures about Market Risk


34ITEM 8.


Financial
    Statements and Supplementary Data


36ITEM 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


87ITEM 11.


Executive
    Compensation


88ITEM 12.


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


88ITEM 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


88ITEM 14.


Principal
    Accounting Fees and Services


88PART IVITEM 15.


Exhibits and
    Financial Statement Schedules


88EX-21.1 LIST OF SUBSIDIARIES OF THE COMPANYEX-23.1 CONSENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMEX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFOEX-32.1 SECTION 906 CERTIFICATION OF CEOEX-32.2 SECTION 906 CERTIFICATION OF CFOEX-99.1 SECOND AMENDMENT TO THE HOURLY SAVINGS PLANEX-99.2 SECOND AMENDMENT TO THE SALARIED SAVINGS PLANEX-99.3 THIRD AMENDMENT TO THE HOURLY SAVINGS PLANEX-99.4 THIRD AMENDMENT TO THE SALARIED SAVINGS PLAN   1




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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;
    the activities of competitors;
    changes in significant operating expenses;
    changes in the availability of capital;
    our ability to identify acquisition opportunities and
    effectively and cost-efficiently integrate acquisitions;
    general economic and business conditions in the United States;
    adverse weather patterns or conditions;
    acts of war or terrorist activities;
    variations in the performance of the financial markets; and
    the other factors described herein under Risk
    Factors.   2




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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 2006 refers to the
    52-week
    period ended December 30, 2006. Reference to fiscal
    2005 refers to the
    52-week
    period ended December 31, 2005. Reference to fiscal
    2004 refers to the
    52-week
    period ended January 1, 2005 (fiscal 2004 is comprised of
    the period from inception (March 8, 2004) to
    January 1, 2005 and the period from January 4, 2004 to
    May 7, 2004).
  ITEM 1.
    BUSINESS.  Company
    Overview
        Georgia-Pacifics Georgia-Pacific
  (770) 953-7000. Form 10-K, Form 10-Q, Form 8-K, Regulation S-K. Form 8-K
 3




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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
   4




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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
    Georgia-Pacific Georgia-Pacific.
 5




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##### Table of Contents



Competition
      Seasonality
    Trademarks
  and/or
  Employees
    Executive
    Officers of the Registrant
    Name

Age

PositionStephen E. Macadam

46

Chief Executive Officer and
    DirectorGeorge R. Judd

46

President and Chief Operating
    OfficerLynn A. Wentworth

48

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

48

Senior Vice President, WestDuane G. Goodwin

48

Senior Vice President, Supply ChainSteven G. Skinner

44

Senior Vice President, IndustrialsBarbara V. Tinsley

55

Senior Vice President, General
    Counsel and SecretaryDean A. Adelman

41

Vice President, Human Resources  6




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##### Table of Contents



Stephen E. Macadam
  George R. Judd
  Lynn A. Wentworth
  David J. Dalton
  Duane G. Goodwin
  Steven G. Skinner
 7




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##### Table of Contents



Barbara V. Tinsley
  Dean A. Adelman
  Environmental
    and Other Governmental Regulations
  Environmental
    Regulation and Compliance
           8




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS.  Form 10-K,
  Our
    industry is highly cyclical, and prolonged periods of weak
    demand or excess supply may reduce our net sales
    and/or
    margins, which may reduce our net income.
    Our
    cash flows and capital resources may be insufficient to make
    required payments on our substantial indebtedness and future
    indebtedness.
      
    make it difficult for us to satisfy our debt obligations;
    make us more vulnerable to general adverse economic and industry
    conditions;
    limit our ability to obtain additional financing for working
    capital, capital expenditures, acquisitions and other general
    corporate requirements;
    expose us to interest rate fluctuations because the interest
    rate on the debt under our revolving credit facility is variable;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our debt, thereby reducing the
    availability of our cash flow for operations and other purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate; and
    place us at a competitive disadvantage compared to competitors
    that may have proportionately less debt.   9




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##### Table of Contents




    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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##### Table of Contents



We
    depend upon a single supplier, Georgia-Pacific, for a
    significant percentage of our products and have significant
    purchase commitments under our Supply Agreement with
    Georgia-Pacific.
    and/or
    Our
    industry is highly fragmented and competitive. If we are unable
    to compete effectively, our net sales and net income will be
    reduced.
    Integrating
    acquisitions may be time-consuming and create costs that could
    reduce our net income and cash flows.
    
    the loss of key customers of the acquired company;
    the incurrence of unexpected expenses and working capital
    requirements;
    a failure of our due diligence process to identify significant
    issues or contingencies;
    difficulties assimilating the operations and personnel of the
    acquired company; 11




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##### Table of Contents




    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
  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.
   12




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##### Table of Contents



We
    have a limited operating history as a separate company.
    Accordingly, the Divisions historical financial
    information may not be representative of our results as a
    separate company.
    Anti-terrorism
    measures may harm our business by impeding our ability to
    deliver products on a timely and cost-effective
    basis.
    We may
    incur substantial costs relating to Georgia-Pacifics
    product liability related claims.
     13




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##### Table of Contents



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
    intend to continue to pay dividends on our common stock but may
    change our dividend policy; the instruments governing our
    indebtedness contain various covenants that may limit our
    ability to pay dividends.
      ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.      Facility Type

Number


Owned Facilities
    (ft2)


Leased Facilities
    (ft2)Office Space(1)


3



68,700



251,900Warehouses


79



10,300,000



875,000TOTAL


82



10,368,700



1,126,900     (1)
    
    Includes corporate headquarters in Atlanta, the Denver Sales
    Center and a call center in Vancouver.    ITEM 3.
    LEGAL
    PROCEEDINGS.  90-day No. 05-2322)
 15




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##### Table of Contents



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.    High


LowFiscal Year Ended
    December 30, 2006First Quarter

$
16.95


$
11.16Second Quarter


16.59



11.70Third Quarter


13.50



9.26Fourth Quarter


11.20



8.80Fiscal Year Ended
    December 31, 2005First Quarter

$
18.25


$
12.73Second Quarter


14.08



9.81Third Quarter


14.38



8.25Fourth Quarter


13.86



9.25      16




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##### Table of Contents



Equity
    Compensation Plan Information
    (a)


(b)


(c)Number of Securities


Weighted-Average


Number of Securities Remainingto be Issued Upon


Exercise Price of


Available for Future Issuance UnderExercise of


Outstanding


Equity Compensation PlansOutstanding Options,


Options, Warrants


(Excluding Securities Reflected inPlan Category

Warrants and Rights


and Rights


Column(a))Equity compensation plans approved
    by security holders


1,845,558


$
10.98



1,351,539Equity compensation plans not
    approved by security holders






n/a



Total


1,845,558


$
10.98



1,351,539  17




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##### Table of Contents



Performance
    Graph
      COMPARISON
    OF CUMULATIVE TOTAL RETURN
  
  Cumulative
    Total Return
    Quarter Ending
    (in dollars)
  BasePeriodCompany / Index Name


12/16/04


12/31/04


3/31/05


6/30/05


9/30/05


12/31/05


3/31/06


6/30/06


9/30/06


12/31/06BlueLinx Holdings Inc.



100




107.19




101.00




80.03




102.61




86.84




124.48




102.34




75.76




83.75Russell 2000 Index



100




101.55




96.13




100.28




104.98




106.17




120.97




114.89




115.40




125.67Peer Group



100




101.82




110.60




126.32




159.08




151.60




176.58




153.65




130.26




128.01  18




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##### Table of Contents



ITEM 6.  SELECTED
    FINANCIAL DATA.      Form 10-K
 19




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##### Table of Contents



BlueLinx


Pre-Acquisition PeriodPeriod fromInception


Period fromYear Ended


Year Ended


(March 8, 2004)


January 4,


Year Ended


Year EndedDecember 30,


December 31,


to January 1,


2004 to May 7,


January 3,


December 28,2006


2005


2005


2004


2004


2002(In thousands, except per share data)Statement of Operations
    Data:Net sales

$
4,899,383


$
5,622,071


$
3,672,820


$
1,885,334


$
4,271,842


$
3,734,029Cost of sales


4,419,576



5,109,632



3,339,590



1,658,123



3,814,375



3,370,995Gross profit


479,807



512,439



333,230



227,211



457,467



363,034Operating expenses:Selling, general and administrative
    expenses


381,554



378,008



248,291



139,203



346,585



295,492Depreciation and amortization


20,724



18,770



10,132



6,175



19,476



21,757Total operating expenses


402,278



396,778



258,423



145,378



366,061



317,249Operating income


77,529



115,661



74,807



81,833



91,406



45,785Non-operating expenses
    (income):Interest expense


46,164



42,311



28,765











Charges associated with mortgage
    refinancing


4,864



















Write-off of debt issue costs










2,871











Other expense (income), net


320



186



(516
)


614



376



348Income before provision for income
    taxes


26,181



73,164



43,687



81,219



91,030



45,437Provision for income taxes


10,349



28,561



17,781



30,782



34,877



17,597Net income

$
15,832


$
44,603


$
25,906


$
50,437


$
56,153


$
27,840Less: preferred stock dividends










5,226Net income applicable to common
    stockholders

$
15,832


$
44,603


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


30,618



30,195



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

$
0.52


$
1.48


$
1.09Diluted weighted average number of
    common shares outstanding


30,779



30,494



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

$
0.51


$
1.46


$
1.02Dividends declared per share of
    common stock

$
0.50


$
0.50



Other Financial Data:Capital expenditures

$
9,601


$
12,744


$
9,759


$
1,378


$
5,404


$
3,596EBITDA(1)


97,933



134,245



85,455



87,394



110,506



67,194Net cash provided by (used in)
    operating activities


63,204



124,937



137,246



(113,982
)


59,575



46,690Net cash provided by (used in)
    investing activities


(18,170
)


(28,499
)


(832,992
)


(1,126
)


(4,062
)


(2,785
)Net cash provided by (used in)
    financing activities

$
(42,312
)

$
(87,690
)

$
711,318


$
114,602


$
(55,162
)

$
(44,127
)Balance Sheet Data (at end of
    period):Cash and cash equivalents

$
27,042


$
24,320


$
15,572






$
506


$
155Working capital


520,237



529,983



491,975







442,672



433,917Total assets


1,004,362



1,157,640



1,137,062







816,644



784,949Total debt(2)


532,462



540,850



652,103











Shareholders
    equity/parents investment

$
189,399


$
183,852


$
141,492






$
637,073


$
644,171     (1)
    
    EBITDA is an amount equal to net income (loss) plus interest
    expense, write-off of debt issue costs, charges associated with
    mortgage refinancing, income taxes, depreciation and
    amortization. EBITDA is 20




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##### Table of Contents



presented herein because we believe it is a useful supplement to
    cash flow from operations in understanding cash flows generated
    from operations that are available for debt service (interest
    and principal payments) and further investment in acquisitions.
    However, EBITDA is not a presentation made in accordance with
    generally accepted accounting principles in the United States,
    or GAAP, and is not intended to present a superior measure of
    the financial condition from those determined under GAAP.
    EBITDA, as used herein, is not necessarily comparable to other
    similarly titled captions of other companies due to differences
    in methods of calculations.(2)
    
    Total debt represents long-term debt, including current
    maturities.    BlueLinx


Pre-Acquisition PeriodPeriod from


Period fromYear Ended


Year Ended


Inception (March 8,


January 4,


Year EndedDecember 30,


December 31,


2004) to January 1,


2004 to May 7,


January 3,


Year Ended2006


2005


2005


2004


2004


December 28, 2002(In thousands)Net cash provided by (used in)
    operating activities

$
63,204


$
124,937


$
137,246


$
(113,982
)

$
59,575


$
46,690Amortization of debt issue costs


(2,628
)


(3,629
)


(2,323
)










Deferred income tax (provision)
    benefit


3,700



368



4,469



(9,183
)


(4,598
)


3,181Stock-based compensation


(3,137
)


(2,170
)


(1,088
)










Changes in assets and liabilities


(19,719
)


(56,133
)


(99,395
)


179,777



20,652



(274
)Interest expense


46,164



42,311



28,765











Provision for income taxes


10,349



28,561



17,781



30,782



34,877



17,597EBITDA

$
97,933


$
134,245


$
85,455


$
87,394


$
110,506


$
67,194   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  Overview
  Company
    Background
     21




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##### Table of Contents



Acquisition
    of Building Products Distribution Divisions Assets from
    Georgia-Pacific
         22




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##### Table of Contents



Selected
    Factors that Affect our Operating Results
    Indicator

Weight


Fiscal 2006


Fiscal 2005


Fiscal 2004Actual Housing Starts (thousands)


50
%


1,801



2,065



1,956Percentage change






(12.9
)%


5.6
%


5.8
%Actual Mobile Homes (thousands)


8
%


119



150



131Percentage change






(19.0
)%


14.6
%


0.0
%Industrial Production (index)


22
%


1.12



1.08



1.05Percentage change






4.0
%


3.2
%


4.1
%Repair and Remodel
    ($ billions)*


15
%


166



165



165Percentage change






0.9
%


(0.4
)%


5.0
%Non-Residential Construction
    ($ billions)*


5
%


134



132



136Percentage change






1.7
%


(3.3
)%


(0.1
)%Weighted End-Use
    Change


100
%


(6.9
)%


4.4
%


4.5
%     *
    
    Constant fiscal 2000 dollar basis.  Source:
    Fiscal 2006


Fiscal 2005


Fiscal 2004BlueLinx Overall Unit Volume Growth


(7.0
)%


3.9
%


8.2
%BlueLinx Specialty Product Unit
    Volume Growth


1.0
%


5.1
%


7.6
%BlueLinx Structural Product Unit
    Volume Growth


(11.8
)%


3.2
%


8.6
%Weighted End-Use Market Growth


(6.9
)%


4.4
%


4.5
%BlueLinx Overall Unit Volume
    Growth versus Market Growth


(0.1
)%


(0.5
)%


3.7
%BlueLinx Market Share(1)


NA



11.5
%


11.8
%     (1)
    
    As a percentage of the total sales of relevant building material
    distributors. Market share for fiscal 2006 is not available.
    Market share cannot be calculated until Home Channel News issues
    updated market data for 2006. Home Channel News normally issues
    its annual market data for any given year in July or August of
    the following calendar year.   23




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##### Table of Contents



Sales
    Revenue Variances by Product
  Fiscal 2006


Fiscal 2005


Fiscal 2004(Dollars in millions)Sales by CategoryStructural Products(1)

$
2,788


$
3,548


$
3,656Specialty Products(1)


2,197



2,143



1,960Unallocated Allowances and
    Adjustments


(86
)


(69
)


(58
)Total Sales

$
4,899


$
5,622


$
5,558Sales VariancesUnit Volume $ Change

$
(398
)

$
216


$
351Price/Other(2)


(325
)


(152
)


935Total $ Change

$
(723
)

$
64


$
1,286Unit Volume % Change


(7.0
)%


3.9
%


8.2
%Price/Other(2)


(5.9
)%


(2.8
)%


21.9
%Total % Change


(12.9
)%


1.1
%


30.1
%     (1)
    
    For the quarter ended December 31, 2005, we began
    classifying metal rebar and remesh as structural products
    instead of specialty products. Fiscal 2004 Sales by Category
    have been adjusted to move sales of rebar/remesh from Specialty
    Products sales to Structural Products sales. This adjustment has
    no impact on Total Sales.(2)
    
    Other includes unallocated allowances and discounts.    Fiscal 2006


Fiscal 2005


Fiscal 2004(Dollars in millions)Gross Margin $ by
    CategoryStructural Products(1)

$
194


$
246


$
310Specialty Products(1)


308



284



280Other(2)


(22
)


(18
)


(30
)Total Gross Margin $

$
480


$
512


$
560Gross Margin % by
    CategoryStructural Products(1)


7.0
%


6.9
%


8.5
%Specialty Products(1)


14.0
%


13.3
%


14.3
%Total Gross Margin %


9.8
%


9.1
%


10.1
%Unit Volume Growth by
    ProductStructural Products(1)


(11.8
)%


3.2
%


8.6
%Specialty Products(1)


1.0
%


5.1
%


7.6
%Total Unit Volume Growth %


(7.0
)%


3.9
%


8.2
%  24




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##### Table of Contents



(1)
    
    For the quarter ended December 31, 2005, we began
    classifying metal rebar and remesh as structural products
    instead of specialty products. Fiscal 2004 Sales by Category
    have been adjusted to move sales of rebar/remesh from Specialty
    Products sales to Structural Products sales. This adjustment has
    no impact on Total Sales.(2)
    
    Other includes unallocated allowances and discounts.    Fiscal 2006


Fiscal 2005


Fiscal 2004(Dollars in millions)Sales by ChannelWarehouse/Reload

$
3,326


$
3,704


$
3,819Direct


1,659



1,987



1,797Unallocated Allowances and
    Adjustments


(86
)


(69
)


(58
)Total

$
4,899


$
5,622


$
5,558Gross Margin by
    ChannelWarehouse/Reload

$
407


$
429


$
489Direct


95



101



101Unallocated Allowances and
    Adjustments


(22
)


(18
)


(30
)Total

$
480


$
512


$
560Gross Margin % by
    ChannelWarehouse/Reload


12.2
%


11.6
%


12.8
%Direct


5.7
%


5.1
%


5.6
%Unallocated Allowances and
    Adjustments


(0.4
)%


(0.3
)%


(0.5
)%Total


9.8
%


9.1
%


10.1
%   Fiscal
    Year
  53-week
  Results
    of Operations
  Fiscal
    2006 Compared to Fiscal 2005
    Year Ended


% of


Year Ended


% ofDecember 30,


Net


December 31,


Net2006


Sales


2005


Sales(Dollars in thousands)Net sales

$
4,899,383



100.0
%

$
5,622,071



100.0
%Gross profit


479,807



9.8
%


512,439



9.1
%Selling, general &
    administrative


381,554



7.8
%


378,008



6.7
%Depreciation and amortization


20,724



0.4
%


18,770



0.3
%Operating income


77,529



1.6
%


115,661



2.1
%Interest expense


46,164



0.9
%


42,311



0.8
%Charges associated with mortgage
    refinancing


4,864



0.1
%






0.0
%Other expense, net


320



0.0
%


186



0.0
%Income before provision for income
    taxes


26,181



0.5
%


73,164



1.3
%Income tax provision


10,349



0.2
%


28,561



0.5
%Net income

$
15,832



0.3
%

$
44,603



0.8
%  25




---



##### Table of Contents



Net Sales.
  Gross Profit.
  Operating Expenses.
  Depreciation and Amortization.
  Operating Income.
  Interest Expense.
    Provision for Income Taxes.
  Net Income.
   26




---



##### Table of Contents



Fiscal
    2005 Compared to Fiscal 2004
    BlueLinx


Pre-Acquisition PeriodPeriod fromInception





Period from(March 8,





January 4,





CombinedYear Ended


% of


2004) to


% of


2004 to


% of


Year Ended


% ofDecember 31,


Net


January 1,


Net


May 7,


Net


January 1,


Net2005


Sales


2005


Sales


2004


Sales


2005


Sales(Dollars in thousands)








(Unaudited)Net sales

$
5,622,071



100.0
%

$
3,672,820



100.0
%

$
1,885,334



100.0
%

$
5,558,154



100.0
%Gross profit


512,439



9.1
%


333,230



9.1
%


227,211



12.1
%


560,441



10.1
%Selling, general &
    administrative


378,008



6.7
%


248,291



6.8
%


139,203



7.4
%


387,494



7.0
%Depreciation and amortization


18,770



0.3
%


10,132



0.3
%


6,175



0.3
%


16,307



0.3
%Operating income


115,661



2.1
%


74,807



2.0
%


81,833



4.3
%


156,640



2.8
%Interest expense


42,311



0.8
%


28,765



0.8
%






0.0
%


28,765



0.5
%Write-off debt issue costs






0.0
%


2,871



0.1
%






0.0
%


2,871



0.1
%Other expense, net


186



0.0
%


(516
)


0.0
%


614



0.0
%


98



0.0
%Income before provision for income
    taxes


73,164



1.3
%


43,687



1.2
%


81,219



4.3
%


124,906



2.2
%Income tax provision


28,561



0.5
%


17,781



0.5
%


30,782



1.6
%


48,563



0.9
%Net income

$
44,603



0.8
%

$
25,906



0.7
%

$
50,437



2.7
%

$
76,343



1.3
%   Net Sales.
  Gross Profit.
  Operating Expenses.
  Depreciation and Amortization.
  Operating Income.
 27




---



##### Table of Contents



Interest Expense.
  Provision for Income Taxes.
  Net Income.
    Seasonality
    Liquidity
    and Capital Resources
    Integrating acquisitions
    may be time-consuming and create costs that could reduce our net
    income and cash flows
 28




---



##### Table of Contents



December 30,


December 31,2006


2005(Dollars in thousands)Working capital

$
520,237


$
529,983   Pre-AcquisitionBlueLinx


Period


CombinedPeriod fromInception


Period from(March 8,


January 4,Year Ended


Year Ended


2004) to


2004 to


Year EndedDecember 30,


December 31,


January 1,


May 7,


January 1,2006


2005


2005


2004


2005(Unaudited)(Dollars in thousands)Cash flows provided by (used for)
    operating activities

$
63,204


$
124,937


$
137,246


$
(113,982
)

$
23,264Cash flows provided by (used for)
    investing activities


(18,170
)


(28,499
)


(832,992
)


(1,126
)


(834,118
)Cash flows provided by (used for)
    financing activities

$
(42,312
)

$
(87,690
)

$
711,318


$
114,602


$
825,920   Working
    Capital
    Operating
    Activities
         29




---



##### Table of Contents



Investing
    Activities
                Financing
    Activities
        Debt
    and Credit Sources
     30




---



##### Table of Contents



30-day
    30-day
    Contractual Commitments.
  2007


2008


2009


2010


2011


Thereafter


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

$



$



$



$



$
231,462


$



$
231,462Term loan facility(2)


















6,000







6,000Mortgage indebtedness(3)


















1,511



293,489



295,000Subtotal


















238,973



293,489



532,462Purchase obligations(4)


494,653



494,653



164,884















1,154,190Operating leases


6,956



6,556



6,138



5,396



4,530



29,005



58,581Letters of credit(5)


11,093























11,093Total

$
512,702


$
501,209


$
171,022


$
5,396


$
243,503


$
322,494


$
1,756,326     (1)
    
    Interest on the revolving credit facility is variable, based on
    14-day,
    one-month, two-month, three-month or six-month LIBOR. The
    interest rate on the revolving credit facility was 6.94% at
    December 30, 2006. On June 12, 2006, we entered into
    an interest swap agreement with Goldman Sachs Capital Markets to
    hedge against interest rate risks on $150 million of our
    revolving credit facility. The terms call for us to pay interest
    monthly at 5.4%. Annual interest at these rates totals
    $14.2 million. At December 30, 2006, the outstanding
    balance of our credit facility was approximately
    $237 million. The final maturity date of the revolving
    credit facility is May 7, 2011.(2)
    
    Term loan facility was used to refinance and consolidate certain
    loans made by the revolving loan lenders to the Company.(3)
    
    The interest rate on the new mortgage is fixed at 6.35%. Annual
    interest at this rate is $18.7 million.(4)
    
    Our purchase obligations are related to our Supply Agreement
    with Georgia-Pacific.(5)
    
    Letters of credit not included above under the credit facilities. 31




---



##### Table of Contents



Critical
    Accounting Policies
      Revenue
    Recognition
    EITF 99-19
  
    We are the primary obligor responsible for fulfillment;
    We hold title to all reload inventory and are responsible for
    all product returns;
    We control the selling price for all channels;
    We select the supplier; and
    We bear all credit risk.    Allowance
    for Doubtful Accounts and Related Reserves
  e.g.
 32




---



##### Table of Contents



Inventories
      Consideration
    Received from Vendors
    Impairment
    of Long-Lived Assets
    Recently
    Issued Accounting Pronouncements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Fair Value Measurements
 33




---



##### Table of Contents



Share-Based Payment Statement of
    Cash Flows.
              ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    Accounting for
    Derivative Instruments and Hedging Activities
     34




---



##### Table of Contents



30-day
    30-day
     35




---



##### 



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


37Reports of
    Independent Registered Public Accounting Firm to the Board of
    Directors and Shareholders of BlueLinx Holdings Inc


38Report of
    Independent Registered Public Accounting Firm to the Board of
    Directors and Shareholders of Georgia-Pacific
    Corporation


40Consolidated
    Balance Sheets


41Consolidated
    Statements of Operations and Comprehensive Income and Statement
    of Revenue and Direct Expenses and Comprehensive
    Income


42Consolidated
    Statements of Cash Flows and Statement of Direct Cash
    Flows


43Statements of
    Shareholders Equity and Statement of Parents
    Investment


44Notes to
    Consolidated Financial Statements


45   36




---



##### 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, Form 10-K.
   37




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  The Board of
    Directors and Shareholders of
               
    38




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  The Board of
    Directors and Shareholders of
             
    39




---



##### Table of Contents



BUILDING
    PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
    FIRM
  The Board of
    Directors and Shareholders of
           
     40




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (formerly ABP Distributions Holdings Inc.)CONSOLIDATED BALANCE SHEETS
  December 30,


December 31,2006


2005(In thousands)ASSETSCurrent assets:Cash

$
27,042


$
24,320Receivables, less allowances of
    $7,736 in fiscal 2006 and $10,945 in fiscal 2005


307,543



399,093Inventories, net


410,686



473,068Deferred income tax assets


9,024



6,678Other current assets


44,948



44,909Total current assets


799,243



948,068Property, plant, and equipment:Land and improvements


56,985



56,521Buildings


95,814



93,381Machinery and equipment


61,955



54,200Construction in progress


2,025



2,350Property, plant, and equipment, at
    cost


216,779



206,452Accumulated depreciation


(38,530
)


(22,403
)Property, plant, and equipment, net


178,249



184,049Other assets


26,870



25,523Total assets

$
1,004,362


$
1,157,640LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
195,815


$
327,004Bank overdrafts


50,241



62,392Accrued compensation


8,574



13,494Current maturities of long-term
    debt


9,743



Other current liabilities


14,633



15,195Total current liabilities


279,006



418,085Non-current liabilities:Long-term debt


522,719



540,850Deferred income taxes


1,101



1,911Other long-term liabilities


12,137



12,942Total liabilities


814,963



973,788SHAREHOLDERS
    EQUITYCommon Stock, $0.01 par
    value, 100,000,000 shares authorized; 30,909,630 and
    30,251,019 shares issued and outstanding at
    December 30, 2006 and December 31, 2005, respectively


309



303Additional
    paid-in-capital


138,066



132,346Accumulated other comprehensive
    income


412



1,023Retained earnings


50,612



50,180Total shareholders equity


189,399



183,852Total liabilities and
    shareholders equity

$
1,004,362


$
1,157,640    41




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (formerly ABP Distributions Holdings Inc.)CONSOLIDATED STATEMENTS OF OPERATIONS AND
    COMPREHENSIVE INCOME AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    STATEMENT OF REVENUE AND DIRECT EXPENSES AND
    COMPREHENSIVE INCOME
  Pre-AcquisitionBlueLinx



PeriodPeriod fromFiscal Year


Fiscal Year


Inception



Period fromEnded


Ended


(March 8, 2004)



January 4,December 30,


December 31,


to January 1,



2004 to May 7,2006


2005


2005



2004(In thousands, except share data)Net sales

$
4,899,383


$
5,622,071


$
3,672,820



$
1,885,334Cost of sales


4,419,576



5,109,632



3,339,590




1,658,123Gross profit


479,807



512,439



333,230




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


381,554



378,008



248,291




139,203Depreciation and amortization


20,724



18,770



10,132




6,175Total operating expenses


402,278



396,778



258,423




145,378Operating income


77,529



115,661



74,807




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


46,164



42,311



28,765




Charges associated with mortgage
    refinancing


4,864












Write-off of debt issue costs










2,871




Other expense (income), net


320



186



(516
)



614Income before income taxes


26,181



73,164



43,687




81,219Provision for income taxes


10,349



28,561



17,781




30,782Net income


15,832



44,603



25,906



$
50,437Less: preferred stock dividends










5,226Net income applicable to common
    shareholders

$
15,832


$
44,603


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


30,618



30,195



19,006Basic net income per share
    applicable to common shares

$
0.52


$
1.48


$
1.09Diluted weighted average number of
    common shares


30,779



30,494



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

$
0.51


$
1.46


$
1.02Dividends declared per common share

$
0.50


$
0.50


$
Comprehensive income:Net income

$
15,832


$
44,603


$
25,906



$
50,437Other comprehensive income (loss):
    Foreign currency translation, net of taxes


(58
)


276



747




(612
)Unrealized net gain from pension
    plan, net of taxes


983












Unrealized loss from cash flow
    hedge, net of taxes


(1,536
)











Minimum pension liability, net of
    taxes






1,536



(1,536
)



Comprehensive income

$
15,221


$
46,415


$
25,117



$
49,825    42




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (formerly ABP Distributions Holdings Inc.)CONSOLIDATED STATEMENTS OF CASH FLOWS AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    STATEMENT OF DIRECT CASH FLOWS
  Pre-AcquisitionBlueLinx



PeriodPeriod fromFiscal Year


Fiscal Year


Inception



Period fromEnded


Ended


(March 8, 2004)



January 4, 2004December 30,


December 31,


to January 1,



to May 7,2006


2005


2005



2004(In thousands)Cash flows from operating
    activities:Net income

$
15,832


$
44,603


$
25,906



$
50,437Adjustments to reconcile net income
    to cash provided by (used in) operations:Depreciation and amortization


20,724



18,770



10,132




6,175Amortization of debt issue costs


2,628



3,629



2,323




Charges associated with mortgage
    refinancing


4,864












Write-off of debt issue costs










2,871




Deferred income tax provision
    (benefit)


(3,700
)


(368
)


(4,469
)



9,183Stock-based compensation


3,137



2,170



1,088




Changes in assets and liabilities:Receivables


94,113



(30,609
)


221,529




(292,350
)Inventories


66,504



36,889



(13,080
)



(145,689
)Accounts payable


(131,594
)


56,605



(97,694
)



257,772Changes in other working capital


(5,780
)


(12,746
)


(13,156
)



2,464Other


(3,524
)


5,994



1,796




(1,974
)Net cash provided by (used in)
    operating activities


63,204



124,937



137,246




(113,982
)Cash flows from investing
    activities:Acquisitions, net of cash acquired


(9,391
)


(16,908
)


(823,330
)



Property, plant and equipment
    investments


(9,601
)


(12,744
)


(9,759
)



(1,378
)Proceeds from sale of assets


822



1,153



97




252Cash used in investing activities


(18,170
)


(28,499
)


(832,992
)



(1,126
)Cash flows from financing
    activities:Issuance of common stock, net






8,548



120,513




Issuance of restricted stock


1












Proceeds from stock options
    exercised


1,913



258








Excess tax benefits from
    stock-based compensation


891



71








Net increase (decrease) in
    revolving credit facility


(138,388
)


(111,253
)


487,103




Proceeds from new mortgage


295,000












Debt financing costs


(6,703
)


(570
)


(21,236
)



Retirement of old mortgage


(165,000
)











Prepayment fees associated with old
    mortgage


(2,475
)











Increase (decrease) in bank
    overdrafts


(12,151
)


30,359



(34,836
)



26,250Common dividends paid


(15,400
)


(15,103
)







Net transactions with
    Georgia-Pacific Corporation















88,352Issuance of preferred stock










95,000




Redemption of preferred stock










(95,000
)



Preferred stock dividends paid










(5,226
)



Proceeds from issuance of other
    long-term debt










365,000




Retirement of other long-term debt










(200,000
)



Net cash provided by (used in)
    financing activities


(42,312
)


(87,690
)


711,318




114,602Increase (decrease) in cash


2,722



8,748



15,572




(506
)Balance, beginning of period


24,320



15,572








506Balance, end of period

$
27,042


$
24,320


$
15,572



$
Supplemental Cash Flow
    InformationIncome taxes paid during the period

$
21,467


$
33,067


$
23,446



$
21,941Interest paid during the period

$
42,636


$
38,502


$
25,351



$
    43




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (formerly ABP Distributors Holdings Inc.)
 STATEMENTS
    OF SHAREHOLDERS EQUITY AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF GEORGIA-PACIFIC
    CORPORATION
    STATEMENT OF PARENTS INVESTMENT  AccumulatedOtherParents


ComprehensivePre-Acquisition Period

Investment


Income (Loss)


Totals(In thousands)Balance January 3, 2004


637,061



12



637,073Net income


50,437







50,437Foreign currency translation
    adjustments






(612
)


(612
)Net transactions with
    Georgia-Pacific


88,684







88,684Balance, May 7, 2004

$
776,182


$
(600
)

$
775,582   AccumulatedAdditional


OtherCommon Stock


Paid-In-


Comprehensive


RetainedBlueLinx Holdings Inc.

Shares


Amount


Capital


Income (Loss)


Earnings


Totals(In thousands)Balance, at inception
    (March 8, 2004)





$



$



$



$



$
Net income


















25,906



25,906Foreign currency translation
    adjustment, net of tax














747







747Amount related to minimum pension
    liability, net of tax














(1,536
)






(1,536
)Issuance of common stock to
    investors


20,000



200



4,800











5,000Issuance of common stock-initial
    public offering, net


9,500



95



115,418











115,513Compensation related to
    stock-option grants










1,088











1,088Preferred stock dividends


















(5,226
)


(5,226
)Balance, January 1, 2005


29,500



295



121,306



(789
)


20,680



141,492Net income


















44,603



44,603Foreign currency translation
    adjustment, net of tax














276







276Amount related to minimum pension
    liability, net of tax














1,536







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


685



7



8,541











8,548Proceeds from stock options
    exercised


66



1



258











259Excess tax benefits from
    stock-based compensation










71











71Compensation related to
    stock-option grants










2,170











2,170Common dividends paid


















(15,103
)


(15,103
)Balance, December 31, 2005


30,251



303



132,346



1,023



50,180



183,852Net income


















15,832



15,832Foreign currency translation
    adjustment, net of tax














(58
)






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














983







983Unrealized loss from cash flow
    hedge, net of tax














(1,536
)






(1,536
)Proceeds from stock options
    exercised


512



5



1,908











1,913Issuance of restricted stock


147



1















1Excess tax benefits from
    stock-based compensation










891











891Compensation related to stock-based
    grants










2,921











2,921Common dividends paid


















(15,400
)


(15,400
)Balance, December 30, 2006


30,910


$
309


$
138,066


$
412


$
50,612


$
189,399    44




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Basis of
    Presentation and Background  Basis
    of Presentation
  52-week 53-week
      Nature
    of Operations
   45




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinx



Pre-Acquisition  PeriodPeriod fromFiscal Year


Fiscal Year


Inception



Period fromEnded


Ended


(March 8, 2004) to



January 4, 2004 toDecember 30,


December 31,


January 1,



May 7,2006


2005


2005



2004(Dollars in millions)Sales by
    categoryStructural products

$
2,788


$
3,548


$
2,392



$
1,264Specialty products


2,197



2,143



1,314




646Unallocated allowances and
    adjustments


(86
)


(69
)


(33
)



(25
)Total sales

$
4,899


$
5,622


$
3,673



$
1,885   Business
    Combinations
  Business
    Combinations
         46




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounts receivable

$
585Inventories


487Deferred income tax assets


3Other current assets


11Intangible assets


16Property, plant &
    equipment


186Total assets


1,288Accounts payable


368Bank overdrafts


67Accrued compensation


19Other current liabilities


2Deferred income tax liabilities


3Other non-current liabilities


6Total liabilities


465Fair value of net assets acquired

$
823       (In thousands)For fiscal 2007

$
2,896For fiscal 2008

$
2,378For fiscal 2009

$
2,351For fiscal 2010

$
947For fiscal 2011

$
234   Goodwill and Other
    Intangible Assets
   47




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Georgia-Pacific
    Year EndedJanuary 1,2005Net sales

$
5,558Income before income taxes


112Net income


66Net income applicable to common
    stock


55Basic earnings per share


2.92Diluted earnings per share


2.73       sub-categories
 48




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Transactions
    with Georgia-Pacific during the pre-acquisition
    period
        Employers Accounting for
    Pensions Employers
    Accounting for Postretirement Benefits Other Than Pensions Allocation of
    Expenses and Related Disclosure in Financial Statements of
    Subsidiaries, Divisions or Lesser Business Components of Another
    Entity; Cheap Stock.
  Georgia-Pacific
 49




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2.
    Summary
    of Significant Accounting Policies  Cash
    and Equivalents
    Allowance
    for Doubtful Accounts and Related Reserves
  e.g.
  Long-Lived
    Assets
    Revenue
    Recognition
   50




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    EITF 99-19
  
    We are the primary obligor responsible for fulfillment;
    We hold title to all reload inventory and are responsible for
    all product returns;
    We control the selling price for all channels;
    We select the supplier; and
    We bear all credit risk.    Shipping
    and Handling
    Advertising
    Costs
    Earnings
    per Common Share
         51




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Common
    Stock Dividends
    Inventory
    Valuation
  last-in,
  Property,
    Plant, and Equipment
        Compensated
    Absences and Termination Costs
   52




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Stock-Based
    Compensation
  Share-Based Payment Statement of
    Cash Flows.
            Income
    Taxes
  Accounting for Income Taxes.
     53




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Foreign
    Currency Translation
    Derivatives
    Accounting for
    Derivative Instruments and Hedging Activities
  30-day
    30-day
    Restricted
    Cash
   54




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Financial
    Instruments
    BlueLinx
    Holdings Inc.
    Use of
    Estimates
    New
    Accounting Standards
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Employers Accounting for Defined
    Benefit Pension and Other Postretirement Plans
  Fair Value Measurements
   55




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    Income
    Taxes    Pre-AcquisitionBlueLinx



PeriodPeriod fromFiscal Year


Fiscal Year


Inception



Period fromEnded


Ended


(March 8, 2004)



January 4, 2004December 30,


December 31,


to January 1,



to May 7,2006


2005


2005



2004(In thousands)


(In thousands)Federal income taxes:Current

$
11,902


$
23,625


$
19,021



$
19,006Deferred


(3,060
)


(143
)


(4,081
)



8,081State income taxes:Current


1,814



4,877



2,338




2,363Deferred


(758
)


(262
)


(466
)



1,005Foreign income taxes:Current


333



427



891




230Deferred


118



37



78




97Provision for income taxes

$
10,349


$
28,561


$
17,781



$
30,782     Pre-AcquisitionBlueLinx



PeriodPeriod fromFiscal Year


Fiscal Year


Inception



Period fromEnded


Ended


(March 8, 2004)



January 4, 2004December 30,


December 31,


to January 1,



to May 7,2006


2005


2005



2004(In thousands)(In thousands)Provision for income taxes
    computed at the federal statutory tax rate

$
9,163


$
25,607


$
15,289



$
28,427State income taxes, net of federal
    benefit


898



2,926



1,748




2,201Other


288



28



744




154Provision for income taxes

$
10,349


$
28,561


$
17,781



$
30,782  56




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        December 30,


December 31,2006


2005(In thousands)Deferred income tax assets:Inventory reserves

$
4,216


$
2,709Compensation-related accruals


6,295



5,994Accruals and reserves


4,021



3,952Other


158



$
14,690


$
12,655Deferred income tax liabilities:Intangible assets


(2,711
)


(3,459
)Property, plant and equipment


(4,056
)


(3,763
)Other






(666
)(6,767
)


(7,888
)Deferred income tax assets
    (liabilities), net

$
7,923


$
4,767   4.
    Receivables   57




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Beginning





Expense/


Write offs and


EndingBalance


Acquisitions


(Income)


Other, Net


Balance(In thousands)Period from January 4, 2004 to
    May 7, 2004Allowance for doubtful accounts
    and related reserves

$
9,213


$



$
5,578


$
(315
)

$
14,476Period from Inception
    (March 8,2004)
    to January 1, 2005Allowance for doubtful accounts
    and related reserves

$



$
14,476


$
(238
)

$
(831
)

$
13,407Fiscal 2005Allowance for doubtful accounts
    and related reserves

$
13,407


$
75


$
678


$
(3,215
)

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

$
10,945


$
45


$
556


$
(3,810
)

$
7,736   5.
    Stock-Based
    Compensation         58




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Share-Based
    Payment Accounting for
    Stock-Based Compensation.
         59




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Time-Based


Time-Based


Performance-BasedOptions*


Options**


Options***Risk free interest rate


4.36
%


4.73
%


4.60
%Expected dividend yield


4.43
%


3.85
%


3.19
%Expected life


7 years



7 years



1 yearExpected volatility


50
%


50
%


50
%Weighted average fair value

$
3.69


$
5.12


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


Time-Officer


BasedOptions*


Options**Risk free interest rate


4.40
%


4.39
%Expected dividend yield


3.90
%


4.45
%Expected life


7 years



7 yearsExpected volatility


50
%


48
%Weighted average fair value

$
4.76


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




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Time-BasedOptions*Risk free interest rate


3.40
%Expected dividend yield


2.0
%Expected life


7 yearsExpected volatility


0
%Weighted average fair value

$
5.82     *
    
    Time-based options include options granted to the Companys
    independent directors and the Companys chairman.       61




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedAverageExerciseShares


PriceOptions outstanding at inception
    (March 8, 2004)






Options granted


1,030,187


$
3.75Options exercised/surrendered


Options cancelled


(17,050
)

$
3.75Options outstanding at
    Jan. 1, 2005


1,013,137


$
3.75Options exercisable at
    Jan. 1, 2005


Options granted


788,900


$
13.38Options exercised/surrendered


(68,872
)

$
3.75Options cancelled


(37,483
)

$
3.75Options outstanding at
    Dec. 31, 2005


1,695,682


$
8.23Options exercisable at
    Dec. 31, 2005


395,525


$
3.75Options granted


672,242


$
12.19Options exercised/surrendered


(508,845
)

$
3.75Options cancelled


(141,548
)

$
3.90Options outstanding at
    Dec. 30, 2006


1,717,531


$
11.47Options exercisable at
    Dec. 30, 2006


262,492


$
10.09   Outstanding


ExercisableWeighted








WeightedAverage


Remaining





Average


RemainingNumber of


Exercise


Contractual Life


Number of


Exercise


Contractual LifePrice Range

Options


Price


(in Years)


Options


Price


(in Years)$     3.75


325,664


$
3.75



0.95



86,066


$
3.75



0.2110.29-15.10


1,391,867



13.27



9.04



176,426



13.27



8.761,717,531











262,492     Weighted AverageRestricted Stock


Grant DateAwards


Fair ValueRestricted stock awards at
    December 31, 2005





$
Granted


148,912



13.99Vested






Cancelled


(1,500
)


14.01Restricted stock awards
    outstanding at December 30, 2006


147,412


$
13.99   62




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Weighted AverageRestricted Stock


Grant DateUnit Awards


Fair ValueRestricted stock unit awards at
    December 31, 2005





$
Granted


124,200



13.95Vested






Cancelled


(4,950
)


14.01Restricted stock unit awards
    outstanding at December 30, 2006


119,250


$
13.95   marked-to-market
    Stock Based Compensation during the Period from
    January 4, 2004 to May 7, 2004
  change-of-control.
  6.
    Employee
    Benefits  Defined
    Benefit Pension Plans
   63




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Fiscal Year Ended


Fiscal Year EndedDecember 30,


December 31,2006


2005(In thousands)Change in projected benefit
    obligation:Projected benefit obligation at
    beginning of period

$
70,073


$
68,962Service cost


2,689



2,600Interest cost


4,045



3,879Actuarial (gain) loss


(2,151
)


(2,996
)Benefits paid


(2,781
)


(2,397
)Acquisition of LSV






25Projected benefit obligation at
    end of period


71,875



70,073Change in plan assets:Fair value of assets at beginning
    of period

$
62,695


$
58,399Actual return on plan assets


5,512



6,693Benefits paid


(2,781
)


(2,397
)Fair value of assets at end of
    period


65,426



62,695Funded Status of Plan

$
(6,449
)

$
(7,378
)   Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans.
 64




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 30,


December 31,2006


2005(In thousands)Funded status

$
(6,449
)

$
(7,378
)Unrecognized Prior Service Cost
    (LSV)


23



25Unrecognized actuarial (gain) loss


(1,634
)


829Net amount recognized

$
(8,060
)

$
(6,524
)Amounts recognized on the balance
    sheet consist of:Accrued pension liability


(6,449
)


(6,524
)Accumulated other comprehensive
    income


(1,611
)


Net amount recognized

$
(8,060
)

$
(6,524
)       Fiscal Year Ended


Fiscal Year EndedDecember 30,


December 31,2006


2005(In thousands)


(In thousands)Service cost

$
2,689


$
2,600Interest cost on projected benefit
    obligation


4,045



3,879Expected return on plan assets


(5,200
)


(4,836
)Amortization of unrecognized prior
    service cost


2



Net periodic pension cost

$
1,536


$
1,643     December 30,


December 31,2006


2005Projected benefit obligation:Discount rate


6.00
%


5.90
%Average rate of increase in future
    compensation levels


4.00
%


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


8.50
%


8.50
%Net periodic pension costDiscount rate


5.90
%


5.75
%Average rate of increase in future
    compensation levels


4.00
%


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


8.50
%


8.50
%  65




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,


October 1,Asset Category

2006


2005Equity securities 
    domestic


61
%


62
%Equity securities 
    international


15
%


16
%Fixed income


24
%


22
%Total


100
%


100
%   Investment
    policy and strategy
        Fiscal Year Ending(In thousands)December 29, 2007

$
3,226January 3, 2009


3,409January 2, 2010


3,590January 1, 2011


3,746December 31, 2011


3,933December 29, 2012 
    December 31, 2016


22,541   Defined
    Contribution Plans
    Retirement
    and Consulting Agreement
   66




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7.
    Inventory
    Reserve Accounts    Beginning








Write-offs and


EndingBalance


Acquisitions


Expense


Other, Net


Balance(In thousands)Period from January 4,
    2004 to May 7,
    2004LIFO reserve

$
31,979


$



$
3,327


$



$
35,306Obsolescence/damaged inventory
    reserve

$
2,126


$



$



$
(547
)

$
1,579Period from Inception
    (March 8, 2004) to January 1, 2005Obsolescence/damaged inventory
    reserve

$



$
1,579


$
1,386


$



$
2,965Lower of cost or market reserve

$



$



$
1,041


$



$
1,041Fiscal 2005Obsolescence/damaged inventory
    reserve

$
2,965


$
204


$
1,376


$
(1,820
)

$
2,725Lower of cost or market reserve

$
1,041


$



$
134


$
(1,175
)

$
Fiscal 2006Obsolescence/damaged inventory
    reserve

$
2,725


$
24


$
2,827


$
(514
)

$
5,062Lower of cost or market reserve

$



$



$
117


$
(117
)

$
   8.
    Revolving
    Credit Facility     67




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or plus plus
          and/or
  30-day
 68




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     30-day
      9.
    Mortgage        2011

$
1,5112012


3,1722013


3,4372014


3,6652015


3,908Thereafter

$
279,307  69




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Related
    Party Transactions  Temporary
    Staffing Provider
    Consulting
    Overhead
    Expense Reimbursement
    Other
    SG&A
    Information
    Systems
    Rental
    Car
   70




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Interest
      Preferred
    Dividends
    11.
    Commitments
    and Contingencies  Operating
    Leases
      2007

$
6,9562008


6,5562009


6,1382010


5,3962011


4,530Thereafter


29,005Total

$
58,581     Environmental
    and Legal Matters
     71




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Collective
    Bargaining Agreements
    Preference
    Claim
  90-day No. 05-2322)
  Breach
    of Contract Claim
   72




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Hurricane
    Katrina
    12.
    Subsequent
    Events    13.
    Unaudited
    Selected Quarterly Financial Data  First Quarter


Second Quarter


Third Quarter


Fourth QuarterThree Months





Three Months


Three MonthsThree Months


Three Months


Three Months


Three Months


Ended


Three Months


Ended


EndedEnded April 1,


Ended April 2,


Ended July 1,


Ended July 2,


September 30,


Ended October 1,


December 30,


December 31,2006(a)


2005(b)


2006(c)


2005(d)


2006(e)


2005(f)


2006(g)


2005(h)(In thousands, except per share amounts)Net sales

$
1,376,606


$
1,351,619


$
1,378,950


$
1,486,976


$
1,203,578


$
1,454,217


$
940,249


$
1,329,259Gross profit


129,952



119,328



136,443



115,681



120,906



137,037



92,506



140,393Net income(loss)

$
9,795


$
8,418


$
9,611


$
7,751


$
2,292


$
13,896


$
(5,866
)

$
14,538Net income (loss) applicable to
    common stockholders

$
9,795


$
8,418


$
9,611


$
7,751


$
2,292


$
13,896


$
(5,866
)

$
14,538Basic net income (loss) per share
    applicable to common stock

$
0.32


$
0.28


$
0.31


$
0.26


$
0.07


$
0.46


$
(0.19
)

$
0.48Diluted net income (loss) per share
    applicable to common stock

$
0.32


$
0.28


$
0.31


$
0.25


$
0.07


$
0.46


$
(0.19
)

$
0.48     (a)
    
    During the three months ended April 1, 2006, basic and
    diluted weighted average shares were 30,417,488, and 30,712,709,
    respectively. Stock options to purchase 760,500 shares were
    excluded from our diluted earnings per share calculation because
    they were anti-dilutive.(b)
    
    During the three months ended April 2, 2005, basic and
    diluted weighted average shares were 30,154,890 and 30,457,896,
    respectively.(c)
    
    During the three months ended July 1, 2006, basic and
    diluted weighted average shares were 30,649,044 and 30,788,936,
    respectively. Total stock-based awards of 1,503,754 were
    excluded from our diluted earnings per share calculation because
    they were anti-dilutive. 73




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (d)
    
    During the three months ended July 2, 2005, basic and
    diluted weighted average shares were 30,185,556 and 30,475,752,
    respectively.(e)
    
    During the three months ended September 30, 2006, basic and
    diluted weighted average shares were 30,662,219 and 30,782,273,
    respectively. Total stock-based awards of 1,537,254 were
    excluded from our diluted earnings per share calculation because
    they were anti-dilutive.(f)
    
    During the three months ended October 1, 2005, basic and
    diluted weighted average shares were 30,198,643 and 30,493,289,
    respectively.(g)
    
    During the three months ended December 30, 2006, basic and
    diluted weighted average shares were 30,745,010. Total
    stock-based awards of 1,537,254 were excluded from our diluted
    earnings per share calculation because they were anti-dilutive.(h)
    
    During the three months ended December 31, 2005, basic and
    diluted weighted average shares were 30,239,604 and 30,550,977,
    respectively. Stock options to purchase 778,900 shares were
    excluded from our diluted earnings per share calculation because
    they were anti-dilutive.  14.
    Supplemental
    Condensed Consolidating/Combined Financial Statements  Note 8, Revolving Credit Facility
 74




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinxCorporationBlueLinx


and


LLCHoldings Inc.


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$



$
4,899,383


$
25,570


$
(25,570
)

$
4,899,383Cost of sales






4,419,576











4,419,576Gross profit






479,807



25,570



(25,570
)


479,807Operating expenses:Selling, general and administrative


1,511



404,723



890



(25,570
)


381,554Depreciation and amortization






16,492



4,232







20,724Total operating expenses


1,511



421,215



5,122



(25,570
)


402,278Operating income (loss)


(1,511
)


58,592



20,448







77,529Non-operating expenses:Interest expense






29,479



16,685







46,164Charges associated with mortgage
    refinancing










4,864







4,864Other expense (income), net






413



(93
)






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


(1,511
)


28,700



(1,008
)






26,181Provision for (benefit from)
    income taxes


(604
)


11,356



(403
)






10,349Equity in income of subsidiaries


16,739











(16,739
)


Net income (loss)

$
15,832


$
17,344


$
(605
)

$
(16,739
)

$
15,832  75




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinx


BlueLinx


LLCHoldings Inc.


Corporation


Subsidiaries


Eliminations


ConsolidatedNet sales

$



$
5,622,071


$
19,600


$
(19,600
)

$
5,622,071Cost of sales






5,109,632











5,109,632Gross profit






512,439



19,600



(19,600
)


512,439Operating expenses:Selling, general and administrative


1,779



395,368



461



(19,600
)


378,008Depreciation and amortization






14,486



4,284







18,770Total operating expenses


1,779



409,854



4,745



(19,600
)


396,778Operating income (loss)


(1,779
)


102,585



14,855







115,661Non-operating expenses:Interest expense






31,624



10,687







42,311Other expense (income), net






296



(110
)






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


(1,779
)


70,665



4,278







73,164Provision for (benefit from)
    income taxes


(683
)


27,601



1,643







28,561Equity in income of subsidiaries


45,699











(45,699
)


Net income

$
44,603


$
43,064


$
2,635


$
(45,699
)

$
44,603  76




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinx


BlueLinx


LLCHoldings Inc.


Corporation


Subsidiaries


Eliminations


ConsolidatedNet sales

$



$
3,672,820


$
10,662


$
(10,662
)

$
3,672,820Cost of sales






3,339,590











3,339,590Gross profit






333,230



10,662



(10,662
)


333,230Operating expenses:Selling, general and administrative


432



258,380



141



(10,662
)


248,291Depreciation and amortization






7,320



2,812







10,132Total operating expenses


432



265,700



2,953



(10,662
)


258,423Operating income (loss)


(432
)


67,530



7,709







74,807Non-operating expenses (income):Interest expense






22,183



6,582







28,765Write-off of debt issue costs






2,871











2,871Other income, net






(516
)










(516
)Income (loss) before provision for
    (benefit from) income taxes


(432
)


42,992



1,127







43,687Provision for (benefit from)
    income taxes


(168
)


17,510



439







17,781Equity in income of subsidiaries


26,170











(26,170
)


Net income


25,906


$
25,482


$
688


$
(26,170
)


25,906Less: Preferred stock dividends


5,226















5,226Net income attributable to common
    shareholders

$
20,680














$
20,680  77




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DistributionDivisionExcludingWarehouse


WarehouseProperties


Properties


CombinedNet sales

$
1,885,334


$



$
1,885,334Cost of sales


1,658,123







1,658,123Gross profit


227,211







227,211Operating expenses:Selling, general and administrative


139,203







139,203Depreciation and amortization


3,786



2,389



6,175Total operating expenses


142,989



2,389



145,378Operating income (loss)


84,222



(2,389
)


81,833Non-operating expenses:Other expense, net


614







614Income (loss) before provision for
    (benefit from) income taxes


83,608



(2,389
)


81,219Provision for (benefit from)
    income taxes


31,687



(905
)


30,782Net income (loss)

$
51,921


$
(1,484
)

$
50,437  78




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinxBlueLinx


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssets:Current assets:Cash

$
2


$
27,017


$
23


$



$
27,042Receivables






307,543











307,543Inventories






410,686











410,686Deferred income taxes






9,175







(151
)


9,024Other current assets


497



46,957







(2,506
)


44,948Intercompany receivable


764











(764
)


Total current assets


1,263



801,378



23



(3,421
)


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






2,760



54,225







56,985Buildings






6,467



89,347







95,814Machinery and equipment






61,955











61,955Construction in progress






2,025











2,025Property, plant and equipment, at
    cost






73,207



143,572







216,779Accumulated depreciation






(27,300
)


(11,230
)






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






45,907



132,342







178,249Investment in subsidiaries


188,307











(188,307
)


Deferred income taxes






1,430







(1,430
)


Other non-current assets






20,916



5,954







26,870Total assets

$
189,570


$
869,631


$
138,319


$
(193,158
)

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

$
20


$
195,795


$



$



$
195,815Bank overdrafts






50,241











50,241Accrued compensation






8,574











8,574Current maturities of long-term debt






9,743











9,743Deferred income taxes


151











(151
)


Other current liabilities






14,848



(215
)






14,633Intercompany payable






160



3,110



(3,270
)


Total current liabilities


171



279,361



2,895



(3,421
)


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






227,719



295,000







522,719Deferred income taxes










2,531



(1,430
)


1,101Other long-term liabilities






12,137











12,137Total liabilities


171



519,217



300,426



(4,851
)


814,963Shareholders
    Equity/Parents Investment


189,399



350,414



(162,107
)


(188,307
)


189,399Total liabilities and equity

$
189,570


$
869,631


$
138,319


$
(193,158
)

$
1,004,362  79




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinx


BlueLinx


LLCHoldings Inc.


Corporation


Subsidiaries


Eliminations


ConsolidatedAssets:Current assets:Cash

$
13


$
24,307


$



$



$
24,320Receivables






399,093











399,093Inventories






473,068











473,068Deferred income taxes






7,069







(391
)


6,678Other current assets


1,003



43,906











44,909Intercompany receivable


683



1,578







(2,261
)


Total current assets


1,699



949,021







(2,652
)


948,068Property, plant and equipment:Land and land improvements






2,360



54,161







56,521Buildings






4,034



89,347







93,381Machinery and equipment






54,200











54,200Construction in progress






2,350











2,350Property, plant and equipment, at
    cost






62,944



143,508







206,452Accumulated depreciation






(15,405
)


(6,998
)






(22,403
)Property, plant and equipment, net






47,539



136,510







184,049Investment in subsidiaries


184,177











(184,177
)


Deferred income taxes






1,311







(1,311
)


Other non-current assets






21,532



3,991







25,523Total assets

$
185,876


$
1,019,403


$
140,501


$
(188,140
)

$
1,157,640Liabilities:Current liabilities:Accounts payable

$
55


$
326,949


$



$



$
327,004Bank overdrafts






62,392











62,392Accrued compensation






13,494











13,494Current maturities of long-term debt


















Deferred income taxes


391











(391
)


Other current liabilities






12,835



2,360







15,195Intercompany payable


1,578







683



(2,261
)


Total current liabilities


2,024



415,670



3,043



(2,652
)


418,085Non-current liabilities:Long-term debt






375,850



165,000







540,850Deferred income taxes










3,222



(1,311
)


1,911Other long-term liabilities






12,117



825







12,942Total liabilities


2,024



803,637



172,090



(3,963
)


973,788Shareholders
    Equity/Parents Investment


183,852



215,766



(31,589
)


(184,177
)


183,852Total liabilities and equity

$
185,876


$
1,019,403


$
140,501


$
(188,140
)

$
1,157,640  80




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinxBlueLinx


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash flows from operating
    activities:Net income (loss)

$
15,832


$
17,344


$
(605
)

$
(16,739
)

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






16,492



4,232







20,724Amortization of debt issue costs






1,892



736







2,628Charges associated with mortgage
    refinancing










4,864







4,864Deferred income tax benefit


(240
)


(2,769
)


(691
)






(3,700
)Stock-based compensation


57



3,080











3,137Equity in earnings of subsidiaries


(16,739
)










16,739



Changes in assets and liabilities:Receivables






94,113











94,113Inventories






66,504











66,504Accounts payable


(35
)


(131,559
)










(131,594
)Changes in other working capital


506



(6,217
)


(2,575
)


2,506



(5,780
)Intercompany receivable


(81
)


1,578







(1,497
)


Intercompany payable


(1,578
)


160



2,427



(1,009
)


Other






(3,850
)


326







(3,524
)Net cash provided by (used in)
    operating activities


(2,278
)


56,768



8,714







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


14,862











(14,862
)


Acquisitions, net of cash acquired






(9,391
)










(9,391
)Property, plant and equipment
    investments






(9,601
)










(9,601
)Proceeds from sale of assets






822











822Net cash provided by (used in)
    investing activities


14,862



(18,170
)






(14,862
)


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






115,051



(129,913
)


14,862



Issuance of restricted stock


1















1Proceeds from stock options
    exercised


1,913















1,913Excess tax benefits from
    stock-based compensation


891















891Net decrease in revolving credit
    facility






(138,388
)










(138,388
)Proceeds from new mortgage










295,000







295,000Debt financing costs






(400
)


(6,303
)






(6,703
)Retirement of old mortgage










(165,000
)






(165,000
)Prepayment fees associated with old
    mortgage










(2,475
)






(2,475
)Decrease in bank overdrafts






(12,151
)










(12,151
)Common dividends paid


(15,400
)














(15,400
)Net cash used in financing
    activities


(12,595
)


(35,888
)


(8,691
)


14,862



(42,312
)Increase (decrease) in cash


(11
)


2,710



23







2,722Balance, beginning of period


13



24,307











24,320Balance, end of period

$
2


$
27,017


$
23


$



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

$



$
21,278


$
189


$



$
21,467Interest paid during the period

$



$
26,127


$
16,509


$



$
42,636  81




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinx


BlueLinx


LLCHoldings Inc.


Corporation


Subsidiaries


Eliminations


ConsolidatedCash flows from operating
    activities:Net income

$
44,603


$
43,064


$
2,635


$
(45,699
)

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






14,486



4,284







18,770Amortization of debt issue costs






2,718



911







3,629Deferred income tax provision
    (benefit)


391



103



(862
)






(368
)Stock-based compensation






2,170











2,170Equity in earnings of subsidiaries


(45,699
)










45,699



Changes in assets and liabilities:Receivables






(30,609
)










(30,609
)Inventories






36,889











36,889Accounts payable


(1,015
)


57,620











56,605Changes in other working capital


255



(14,004
)


1,003







(12,746
)Intercompany receivable


(516
)


2,434



2,251



(4,169
)


Intercompany payable


(2,434
)


(2,251
)


516



4,169



Other






4,921



1,073







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


(4,415
)


117,541



11,811







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


10,651











(10,651
)


Acquisitions, net of cash acquired






(16,908
)










(16,908
)Property, plant and equipment
    investments






(12,744
)










(12,744
)Proceeds from sale of assets






1,153











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


10,651



(28,499
)






(10,651
)


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






1,160



(11,811
)


10,651



Issuance of common stock, net


8,548















8,548Proceeds from stock options
    exercised


258















258Excess tax benefits from
    stock-based compensation


71















71Net decrease in revolving credit
    facility






(111,253
)










(111,253
)Debt financing costs






(570
)










(570
)Increase in bank overdrafts






30,359











30,359Common dividends paid


(15,103
)














(15,103
)Net cash used in financing
    activities


(6,226
)


(80,304
)


(11,811
)


10,651



(87,690
)Increase in cash


10



8,738











8,748Balance, beginning of period


3



15,569











15,572Balance, end of period

$
13


$
24,307


$



$



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

$



$
32,677


$
390


$



$
33,067Interest paid during the period

$



$
29,376


$
9,126


$



$
38,502  82




---



##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinx


BlueLinx


LLCHoldings Inc.


Corporation


Subsidiaries


Eliminations


ConsolidatedCash flows from operating
    activities:Net income

$
25,906


$
25,482


$
688


$
(26,170
)

$
25,906Adjustments to reconcile net income
    to cash provided by operations:Depreciation and amortization






7,320



2,812







10,132Amortization of debt issue costs






2,095



228







2,323Write-off of debt issue costs for
    term loan






2,871











2,871Deferred income tax benefit






(3,887
)


(582
)






(4,469
)Stock-based compensation






1,088











1,088Equity in earnings of subsidiaries


(26,170
)










26,170



Changes in assets and liabilities:Receivables






221,529











221,529Inventories






(13,080
)










(13,080
)Accounts payable


1,070



(98,764
)










(97,694
)Changes in other working capital


(1,258
)


(13,143
)


1,245







(13,156
)Intercompany receivables


(167
)


(4,012
)


(2,251
)


6,430



Intercompany payables


4,012



2,251



167



(6,430
)


Other






1,679



117







1,796Net cash provided by operating
    activities


3,393



131,429



2,424







137,246Cash flows from investing
    activities:Acquisition of operating assets of
    Georgia-Pacific






(683,905
)


(139,425
)






(823,330
)Investment in subsidiaries


(118,677
)










118,677



Property, plant and equipment
    investments






(9,759
)










(9,759
)Proceeds from sale of assets






97











97Net cash used in investing
    activities


(118,677
)


(693,567
)


(139,425
)


118,677



(832,992
)Cash flows from financing
    activities:Net transactions with
    Georgia-Pacific






141,778



(23,101
)


(118,677
)


Issuance of preferred stock


95,000















95,000Redemption of preferred stock


(95,000
)














(95,000
)Preferred stock dividends paid


(5,226
)














(5,226
)Issuance of common stock, net


120,513















120,513Net increase in revolving credit
    facility






487,103











487,103Proceeds from issuance of other
    long-term debt


100,000



100,000



165,000







365,000Retirement of other long-term debt


(100,000
)


(100,000
)










(200,000
)Fees paid to issue debt






(16,338
)


(4,898
)






(21,236
)Decrease in bank overdrafts






(34,836
)










(34,836
)Net cash provided by financing
    activities


115,287



577,707



137,001



(118,677
)


711,318Increase in cash


3



15,569











15,572Balance, beginning of period


















Balance, end of period

$
3


$
15,569


$



$



$
15,572Supplemental Cash Flow
    Information:Income taxes paid for the period

$



$
22,585


$
861


$



$
23,446Interest paid during the period

$



$
19,660


$
5,691


$



$
25,351  83




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DistributionDivisionExcludingWarehouse


WarehouseProperties


Properties


CombinedCash flows from operating
    activities:Net income (loss)

$
51,921


$
(1,484
)

$
50,437Adjustments to reconcile net
    income (loss) to cash provided by (used in) operations:Depreciation and amortization


3,786



2,389



6,175Deferred income tax provision


9,183







9,183Changes in assets and liabilities:Receivables


(292,350
)






(292,350
)Inventories


(145,689
)






(145,689
)Accounts payable


257,772







257,772Changes in other working capital


2,464







2,464Other


(1,974
)






(1,974
)Net cash provided by (used in)
    operating activities


(114,887
)


905



(113,982
)Cash flows from investing
    activities:Property, plant and equipment
    investments


(1,378
)






(1,378
)Proceeds from sale of assets


252







252Net cash used in investing
    activities


(1,126
)






(1,126
)Cash flows from financing
    activities:Net transactions with
    Georgia-Pacific


89,257



(905
)


88,352Increase in bank overdrafts


26,250







26,250Net cash provided by (used in)
    financing activities


115,507



(905
)


114,602Decrease in cash


(506
)






(506
)Balance, beginning of period


506







506Balance, end of period

$



$



$
Supplemental Cash Flow
    Information:Income taxes paid for the period

$
21,941


$



$
21,941Interest paid during the period

$



$



$
  84




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BlueLinxBlueLinx


Corporation


LLCHoldings Inc.


and Subsidiaries


Subsidiaries


Eliminations


ConsolidatedBalance, at inception
    (March 8, 2004)

$



$



$



$



$
Net income


25,906



25,482



688



(26,170
)


25,906Foreign currency translation
    adjustment, net of tax


747



747







(747
)


747Amount related to minimum pension
    liability, net of tax


(1,536
)


(1,536
)






1,536



(1,536
)Issuance of common stock to
    investors


5,000















5,000Issuance of common stock-initial
    public offering, net


115,513















115,513Compensation related to
    stock-option grants


1,088















1,088Preferred dividends


(5,226
)














(5,226
)Net transactions with the parent






142,866



(23,101
)


(119,765
)


Balance, January 1, 2005

$
141,492


$
167,559


$
(22,413
)

$
(145,146
)

$
141,492Net income


44,603



43,064



2,635



(45,699
)


44,603Foreign currency translation
    adjustment


276



276







(276
)


276Amount related to minimum pension
    liability


1,536



1,536







(1,536
)


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


8,548















8,548Proceeds from stock options
    exercised


259















259Excess tax benefits from
    stock-based compensation


71















71Compensation related to
    stock-option grants


2,170















2,170Common stock dividends


(15,103
)














(15,103
)Net transactions with the parent






3,331



(11,811
)


8,480



Balance, December 31, 2005


183,852



215,766



(31,589
)


(184,177
)


183,852Net income (loss)


15,832



17,344



(605
)


(16,739
)


15,832Foreign currency translation
    adjustment


(58
)


(58
)






58



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


983



983







(983
)


983Unrealized loss from cash flow
    hedge, net of tax


(1,536
)


(1,536
)






1,536



(1,536
)Proceeds from stock options
    exercised


1,913















1,913Issuance of restricted stock


1















1Excess tax benefits from
    stock-based compensation


891















891Compensation related to stock-based
    grants


2,921















2,921Common stock dividends


(15,400
)














(15,400
)Net transactions with the parent






117,915



(129,913
)


11,998



Balance, December 30, 2006

$
189,399


$
350,414


$
(162,107
)

$
(188,307
)

$
189,399  85




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##### Table of Contents



BLUELINX
    HOLDINGS INC.
    (Formerly ABP Distribution Holdings Inc.) AND
    BUILDING PRODUCTS DISTRIBUTION DIVISION OF
    GEORGIA-PACIFIC CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DistributionDivisionExcludingWarehouse


WarehouseProperties


Properties


CombinedBalance January 3, 2004


469,994



167,079



637,073Net income (loss)


51,921



(1,484
)


50,437Foreign currency translation
    adjustments


(612
)






(612
)Net transactions with
    Georgia-Pacific


89,589



(905
)


88,684Balance, May 7, 2004

$
610,892


$
164,690


$
775,582  86




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
    Rule 13a-15.
  Managements
    Report on Internal Control over Financial Reporting
  Form 10-K.
  Changes
    in Internal Control over Financial Reporting
    Form 10-K.
  ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.   87




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##### Table of Contents



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

Item3
.1

Amended and Restated Certificate
    of Incorporation of BlueLinx

(A)3
.2

Amended and Restated By-Laws of
    BlueLinx

(A)4
.1

Registration Rights Agreement,
    dated as of May 7, 2004, by and among BlueLinx and the
    initial holders specified on the signature pages thereto

(C)4
.2

Letter Agreement, dated as of
    August 30, 2004, by and among BlueLinx, Cerberus ABP
    Investor LLC, Charles H. McElrea, George R. Judd, David J.
    Morris, James C. Herbig, Wayne E. Wiggleton and Steven C. Hardin

(C)4
.3

Investment Letter, dated
    March 10, 2004, between BlueLinx and Cerberus ABP Investor
    LLC, as Purchaser of Common Stock

(B)4
.4

Investment Letter, dated
    May 7, 2004, between BlueLinx and Cerberus ABP Investor
    LLC, as Purchaser of Common Stock

(B)4
.5

Investment Letter, dated
    May 7, 2004, between BlueLinx and Cerberus ABP Investor
    LLC, as Purchaser of Preferred Stock

(B)4
.6

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

(B) 88




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##### Table of Contents



ExhibitNumber

Item4
.7

Executive Purchase Agreement dated
    May 7, 2004 by and among BlueLinx, Cerberus ABP Investor
    LLC and David J. Morris

(B)4
.8

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

(B)4
.9

Executive Purchase Agreement dated
    May 7, 2004 by and among BlueLinx, Cerberus ABP Investor
    LLC and Steven Hardin

(B)10
.1

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

(C)10
.2

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

(C)10
.3

Master Purchase, Supply and
    Distribution Agreement, dated May 7, 2004 by and between
    BlueLinx Corporation and Georgia-Pacific

(A)10
.4

Loan and Security Agreement, dated
    as of May 7, 2004, by and among BlueLinx, the financial
    institutions named thereto as lenders, Congress Financial
    Corporation in its capacity as administrative and collateral
    agent, and Congress and Goldman Sachs Credit Partners L.P., as
    co-lead arrangers and co-syndication agents

(C)10
.5

Severance Agreement between
    BlueLinx Corporation and Charles H. McElrea, dated May 7,
    2004

(C)10
.6

Severance Agreement between
    BlueLinx Corporation and David J. Morris, dated May 7, 2004

(C)10
.7

Severance Agreement between
    BlueLinx Corporation and George R. Judd, dated May 7, 2004

(C)10
.8

Severance Agreement between
    BlueLinx Corporation and Steven C. Hardin, dated May 7, 2004

(C)10
.9

Severance Agreement between
    BlueLinx Corporation and Barbara V. Tinsley, dated May 7,
    2004

(C)10
.10

BlueLinx Holdings Inc. 2004 Long
    Term Equity Incentive Plan

(C)10
.11

Form of Director and Officer
    Indemnification Agreement

(A)10
.12

Form of Mortgage and Security
    Agreement

(A)10
.13

Guaranty Agreement dated as of
    October 26, 2004, by BlueLinx for the benefit of Column
    Financial, Inc.

(A)10
.14

Amended and Restated Master Lease
    Agreement dated as of October 26, 2004, by and between
    ABPAL (Midfield) LLC and the other parties identified as
    landlords therein and BlueLinx Corporation as tenant

(A)10
.15

Loan Agreement dated as of
    October 26, 2004 between the entities set forth therein
    collectively as borrower and Column Financial, Inc. as lender

(A)10
.16

Promissory Note dated
    October 26, 2004 made by the Subsidiaries of BlueLinx
    listed as Borrower therein in favor of Column Financial, Inc. in
    the principal amount of $165,000,000.00

(A)10
.17

Environmental Indemnity Agreement
    dated as of October 26, 2004 by BlueLinx and its
    Subsidiaries listed as Borrower therein in favor of Column
    Financial, Inc.

(A)10
.18

First Amendment to Loan and
    Security Agreement and Consent, dated as of October 26,
    2004, by and among BlueLinx Corporation, the financial
    institutions signatory thereto as lenders, Congress as
    administrative and collateral agent for the lenders and for the
    Bank Product Providers (as defined therein) and Congress and
    Goldman Sachs Credit Partners, L.P., as co-lead arrangers for
    the credit facility and as co-syndication agents for the credit
    facility, Bank of America, N.A., Wells Fargo Foothill, LLC and
    JPMorgan Chase Bank as documentation agents and BlueLinx
    Corporation

(A)10
.19

Second Amendment to Loan and
    Security Agreement and Consent, dated as of July 14, 2005,
    by and among BlueLinx Corporation, the financial institutions
    signatory thereto as lenders, Congress as administrative and
    collateral agent for the lenders and for the Bank Product
    Providers (as defined therein) and Congress and Goldman Sachs
    Credit Partners, L.P., as co-lead arrangers for the credit
    facility and as co-syndication agents for the credit facility,
    Bank of America, N.A., Wells Fargo Foothill, LLC and JPMorgan
    Chase Bank as documentation agents and BlueLinx Corporation
    (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    July 18, 2005) 89




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##### Table of Contents



ExhibitNumber

Item10
.20

Third Amendment to Loan and
    Security Agreement and Consent, dated as of January 26,
    2006, by and among BlueLinx Corporation, the financial
    institutions signatory thereto as lenders, Wachovia Bank,
    National Association (Wachovia), as administrative
    and collateral agent for the lenders and for the Bank Product
    Providers (as defined therein) and Wachovia and Goldman Sachs
    Credit Partners, L.P., as co-lead arrangers for the credit
    facility and as co-syndication agents for the credit facility,
    Bank of America, N.A., Wells Fargo Foothill, LLC and JPMorgan
    Chase Bank, N.A., as documentation agents (incorporated by
    reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 30, 2006)10
.21

Employment Agreement between
    BlueLinx Corporation and Stephen E. Macadam, dated
    October 20, 2005 (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    October 24, 2005)10
.22

Retirement and Consulting
    Agreement between BlueLinx Corporation and Charles H. McElrea,
    dated October 20, 2005 (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    October 24, 2005)10
.23

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
.24

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
.25

BlueLinx Holdings Inc. 2006
    Long-Term Equity Incentive Plan Nonqualified Stock Option Award
    Agreement (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    June 9, 2006)10
.26

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
.27

Loan and Security Agreement, dated
    as of June 9, 2006, between the entities set forth therein
    collectively as borrower and German American Capital Corporation
    as Lender (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    June 15, 2006)10
.28

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
.29

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
.30

Fourth Amendment to the Loan and
    Security Agreement, dated June 9, 2006, by and between
    BlueLinx Corporation, Wachovia and the other signatories listed
    therein (incorporated by reference to
    Form 10-Q
    for the quarterly period ended July 1, 2006 filed with the
    Securities and Exchange Commission on June 15, 2006)10
.31

Amended and Restated Loan and
    Security Agreement, dated August 4, 2006, by and between
    BlueLinx Corporation, Wachovia and the other signatories listed
    therein (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    August 9, 2006)10
.32

Consulting Agreement between
    BlueLinx Corporation and David J. Morris, dated
    November 17, 2006 (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 21, 2006)10
.33

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) 90




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##### Table of Contents



ExhibitNumber

Item10
.34

Employment Agreement between
    BlueLinx Corporation and Lynn A. Wentworth, dated
    January 12, 2007, effective January 22, 2007
    (incorporated by reference to
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 17, 2006)14
.1

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

List of subsidiaries of the Company

*23
.1

Consent of Independent Registered
    Public Accounting Firm

*31
.1

Certification of Stephen E.
    Macadam, Chief Executive Officer, pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002

*31
.2

Certification of Lynn A.
    Wentworth, Chief Financial Officer and Treasurer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002

*32
.1

Certification of Stephen E.
    Macadam, Chief Executive Officer, pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002

*32
.2

Certification of Lynn A.
    Wentworth, Chief Financial Officer and Treasurer, pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002

*99
.1

Second Amendment to the BlueLinx
    Corporation Hourly Savings Plan, dated as of November 6,
    2006

*99
.2

Second Amendment to the BlueLinx
    Corporation Salaried Savings Plan, dated as of November 6,
    2006

*99
.3

Third Amendment to the BlueLinx
    Corporation Hourly Savings Plan, dated as of January 15,
    2007

*99
.4

Third Amendment to the BlueLinx
    Corporation Salaried Savings Plan, dated as of January 15,
    2007

*     *
    
    Filed herewith.
    
    Portions of this document were omitted and filed separately with
    the SEC pursuant to a request for confidential treatment in
    accordance with
    Rule 24b-2
    of the Exchange Act.(A)
    
    Previously filed as an exhibit to Amendment No. 3 to the
    Companys Registration Statement on
    Form S-1
    (Reg.
    No. 333-118750)
    filed with the Securities and Exchange Commission on
    November 26, 2004.(B)
    
    Previously filed as an exhibit to Amendment No. 2 to the
    Companys Registration Statement on
    Form S-1
    (Reg.
    No. 333-118750)
    filed with the Securities and Exchange Commission on
    October 8, 2004.(C)
    
    Previously filed as an exhibit to Amendment No. 1 to the
    Companys Registration Statement on
    Form S-1
    (Reg.
    No. 333-118750)
    filed with the Securities and Exchange Commission on
    October 1, 2004. 91




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##### Table of Contents



SIGNATURES
    BLUELINX HOLDINGS INC.
  
         Signature Name

Capacity

Date/s/  Stephen
    E. MacadamStephen
    E. Macadam

Chief Executive Officer and
    Director (Principal Executive Officer)

February 28, 2007/s/  Lynn
    A. WentworthLynn
    A. Wentworth

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

February 28, 2007/s/  Jeffrey
    J. FentonJeffrey
    J. Fenton

Chairman

February 28, 2007/s/  Charles
    H. McElreaCharles
    H. McElrea

Director

February 28, 2007/s/  Richard
    S. GrantRichard
    S. Grant

Director

February 28, 2007/s/  Steven
    F. MayerSteven
    F. Mayer

Director

February 28, 2007/s/  Richard
    B. MarcheseRichard
    B. Marchese

Director

February 28, 2007/s/  Alan
    H. SchumacherAlan
    H. Schumacher

Director

February 28, 2007/s/  Mark
    A. SuwynMark
    A. Suwyn

Director

February 28, 2007/s/  Lenard
    B. TesslerLenard
    B. Tessler

Director

February 28, 2007/s/  Robert
    G. WardenRobert
    G. Warden

Director

February 28, 2007  92