BLUELINX HOLDINGS, INC./ HOURLY SAVINGS PLAN
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 11-K
ANNUAL REPORT
 
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the year ended December 31, 2006
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from                      to                     
Commission file number 001-32383
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
BlueLinx Corporation Salaried Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
BlueLinx Holdings Inc
4300 Wildwood Parkway
Atlanta, Georgia 30339
 
 

 


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BlueLinx Corporation Salaried
Savings Plan
 
 
Audited Financial Statements and Supplemental Schedule
 
 
As of December 31, 2006 and 2005 and
For the year ended December 31, 2006

 


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BlueLinx Corporation Salaried Savings Plan
Audited Financial Statements and Supplemental Schedule
As of December 31, 2006 and 2005 and for the year ended December 31, 2006
 
Contents
         
    1  
 
       
Audited Financial Statements
       
 
       
    2  
    3  
    4  
 
       
Supplemental Schedule
       
 
       
    9  
 
       
 EX-23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 


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Report of Independent Registered Public Accounting Firm
To the Benefits Committee of
BlueLinx Corporation Salaried Savings Plan
We have audited the accompanying statements of net assets available for benefits of BlueLinx Corporation Salaried Savings Plan as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the changes in its net assets available for benefits for the year ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2006, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young, LLP
Atlanta, Georgia
June 25, 2007

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BlueLinx Corporation Salaried Savings Plan
Statements of Net Assets Available for Benefits
                 
    December 31,  
    2006     2005  
 
               
Assets
               
 
               
Investments, at fair value:
               
Mutual Funds
  $ 138,926,135     $ 107,794,505  
Interest in Master Trust
    491,208       257,922  
 
               
Contributions receivable:
               
Plan Sponsor
    457,697       2,266,139  
Participants
    377,349       374,042  
 
           
Total contributions receivable
    835,046       2,640,181  
 
               
 
           
Total Assets
    140,252,389       110,692,608  
 
               
Liabilities
               
 
               
Accrued expenses
    33,500       28,000  
 
           
 
               
Net assets available for benefits
  $ 140,218,889     $ 110,664,608  
 
           
See accompanying notes to financial statements.

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BlueLinx Corporation Salaried Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2006

 
         
Additions to net assets attributed to:
       
Contributions:
       
Participants
  $ 11,162,973  
Plan Sponsor
    6,111,965  
Rollovers
    7,495,200  
 
     
 
    24,770,138  
 
       
Investment income:
       
Net appreciation in fair value of investments in mutual funds
    10,388,316  
Interest and dividends
    5,212,915  
Net loss from interest in Master Trust
    (2,934 )
Other
    10,390  
 
     
 
    15,608,687  
 
       
Net transfers from related plan
    100,405  
 
       
 
     
Total additions
    40,479,230  
 
       
Deductions from net assets attributed to:
       
Benefit payments
    10,861,260  
Administrative expenses
    63,689  
 
     
 
    10,924,949  
 
       
Net increase
    29,554,281  
 
       
Net assets available for benefits, beginning of year
    110,664,608  
 
     
 
       
Net assets available for benefits, end of year
  $ 140,218,889  
 
     
See accompanying notes to financial statements.

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BlueLinx Corporation Salaried Savings Plan
Notes to Financial Statements
December 31, 2006

 
Note 1: Description of Plan
The following description of the BlueLinx Corporation Salaried Savings Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution savings plan, established May 7, 2004 covering substantially all salaried employees (other than leased employees, independent contractors and nonresident aliens with no United States source income) of BlueLinx Corporation (the Plan Sponsor or Company). Employees become eligible to participate in the Plan as soon as administratively practicable following date of hire or by reason of recognition of service with a predecessor employer. Employees are permitted to enter the Plan on the date the eligibility requirements are met. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Contributions
The Plan includes a provision under Internal Revenue Code (IRC) Section 401(k) whereby participants may make pretax contributions to the Plan of up to 75% of their annual compensation (as defined in the Plan agreement), subject to limitations under the IRC. Participants age fifty and older are also allowed to make catch-up contributions.
For employees who participate in the Plan, the Plan Sponsor is required to match, subject to certain limitations under the IRC, 100% of each participant’s pretax contributions up to 3% of the participant’s compensation plus 50% of pretax contributions on the next 5% of the participant’s compensation.
Employees may also deposit rollover contributions from another qualified plan. Rollover contributions are placed in a separate account and are subject to the rules for investment established by the Plan administrator.
Administration
The Company serves as the Plan administrator. The Plan administrator has the responsibility to administer the Plan for the exclusive benefit of the participants and their beneficiaries. These duties include, but are not limited to, establishing procedures, maintaining records, interpreting provisions of the Plan and making determinations regarding questions, which may affect eligibility for benefits. The Plan administrator has engaged The Vanguard Group, Inc. (Vanguard) as a third-party administrator to assist in the administration of the Plan.
The trustee of the Plan is Vanguard Fiduciary Trust Company (Vanguard Trust) (see Note 5). Vanguard Trust, a wholly owned subsidiary of Vanguard, receives all contributions made under the Plan, holds Plan assets and pays benefits to participants as directed by the Plan administrator. Vanguard Trust serves as the intermediary for all asset purchases and redemptions. Additionally, a related entity of Vanguard manages certain of the Plan’s investment options.
Expenses
Administrative expenses for trustee, recordkeeping, accounting and audit services are paid by the Plan using available forfeitures. The Plan Sponsor pays legal expenses, expenses related to the creation of communications material and

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remaining expenses in excess of forfeitures.
Participant Accounts
Each participant account is credited with pretax and rollover contributions made by the participant and is allocated a portion of the Plan Sponsor’s matching and non-elective contributions and Plan earnings or losses. Allocations are based on participant earnings or account balances, as defined in the Plan agreement. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Participants’ vesting in the Plan Sponsor’s matching and non-elective contributions and income earned thereon is based on years of continuous service with the Plan Sponsor or the predecessor employer, if applicable. All participants become 100% vested after three years of service. The vesting percentages are as follows:
         
Years of Service   Percentage  
1
    0 %
2
    0 %
3
    100 %
Participants also become 100% vested upon termination of the Plan, on reaching the normal retirement age of sixty-five or upon disability or death while an employee of the Plan Sponsor.
Any portion of a participant’s account balance attributable to pretax, rollover and qualified non-elective contributions and income earned thereon is 100% vested at the time of contribution and is not subject to forfeiture.
Investment Options
Participants are allowed to make participant-directed allocations of their accounts among various investment options, including certain options for which Vanguard Trust or its affiliates serve as investment advisors (see Note 5), selected by the Plan administrator.
Participant Loans and Other Withdrawals
Participants may borrow from their accounts an amount equal to the lesser of $50,000 or 50% of their vested account balances. Participant loans generally have terms ranging up to five years, are secured by the balance in the participant’s account and bear interest at a rate determined by the Plan administrator based on prevailing interest rates at the time of the loan. A loan used for financing the purchase of the participant’s principal residence may be repaid over a period exceeding five years as determined on a case-by-case basis. In general, participant loans are due and payable if a participant terminates employment or fails to make a principal and/or interest payment as provided in the loan agreement. Principal and interest are paid ratably through payroll deductions.
In general, a participant may withdraw up to 100% of pretax contributions, excluding certain earnings on pretax contributions, in the event of a participant’s heavy and immediate financial hardship, as defined in the Plan agreement. Hardship distributions may not exceed the amount of the participant’s financial hardship and may not be repaid by the participant. If a participant makes a hardship withdrawal, the right to make contributions will be suspended for six months.
Pretax contributions may be withdrawn by a participant after reaching age fifty-nine and one-half. Rollover contributions may be withdrawn by a participant at any time.

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Payment of Benefits
Upon normal retirement, disability or death, a participant or beneficiary may receive the value of the account through a lump sum distribution. In general, if a participant’s account balance, as defined in the Plan agreement, is greater than $5,000 (the involuntary cash-out amount), the account may not be distributed without the participant’s consent.
Upon termination of service of a participant for any reason, a participant will receive the value of the account through a single lump sum if the account balance is less than $5,000. In connection with the mandatory lump sum payment, if the balance is greater than $1,000 and the participant fails to elect either a rollover or direct payment, the account balance will be distributed to an individual retirement plan designated by the Plan Sponsor.
Distributions from the Plan will normally be subject to income taxes and in certain circumstances may also be subject to Internal Revenue Service (IRS) penalties, unless the distribution is transferred to another qualified plan or individual retirement account.
Forfeitures
Non-vested account balances of terminated employees are forfeited upon the earlier of the complete distribution of the vested portion of their account, subject to the possibility of reinstatement before the end of five consecutive breaks in service, as defined in the Plan agreement, or five consecutive breaks in service. Forfeitures may be used to reduce administrative expenses or reduce Plan Sponsor contributions. Forfeitures account balances totaled $122,158 and $43,830 for the years ended December 31, 2006 and 2005, respectively.
Note 2: Summary of Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared using the accrual method of accounting.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan administrator to make estimates that affect the amounts reported in the financial statements and accompanying notes. Accordingly, actual results may differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value which equals the quoted market price in an active market on the last business day of the Plan year. Shares of mutual funds are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The fair value of the Plan’s interest in the Master Trust Agreement for the BlueLinx Corporation Company Stock Fund (Master Trust) (see Note 8) is based on the beginning of the year value of the Plan’s interest in the Master Trust plus actual contributions and allocated investment income, less distributions and allocated administrative expenses. Quoted market prices are used to value the underlying investments in the Master Trust. Participant loans are valued at their outstanding balance, which approximates fair value.
Payments of Benefits
Benefit payments are recorded when paid by the Plan.

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Risks and Uncertainties
The Plan’s invested assets ultimately consist of stocks and other investment securities. Investment securities are exposed to various risks, such as interest rate risk, market risk and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participant account balances and the amounts reported in the accompanying statements of net assets available for benefits.
Note 3: Investments
A schedule of the fair value of individual investments that comprised 5% or more of the Plan’s net assets available for benefits at December 31 follows:
                 
    2006   2005
     
Vanguard 500 Index Fund
  $ 32,128,700     $ 27,213,479  
Vanguard PRIMECAP Fund
    16,878,014       14,440,210  
Vanguard Treasury Money Market Fund
    10,913,661       7,819,535  
Vanguard Windsor II Fund
    9,420,832       6,531,668  
Vanguard International Growth Fund
    9,231,855       *  
Vanguard Small-Cap Index Fund
    8,360,268       6,077,698  
Vanguard Short-Term Treasury Fund
    7,847,157       7,701,606  
Vanguard LifeStrategy Growth Fund
    7,375,225       *  
 
*   Balance not greater than 5% of the Plan’s net assets
Note 4: Income Tax Status
The Plan has not received a determination letter from the IRS stating that the Plan is qualified under Section 401(a) of the IRC. However the Plan administrator believes that the Plan has been designed to comply with the requirements of the IRC and has indicated that it will take the necessary steps, if any, to bring the Plan’s operations and/or documents into compliance with the IRC.
Note 5: Party-in-Interest Transactions
Vanguard Trust and its affiliates perform services, sell products and maintain certain investments of the Plan for which fees are charged to the Plan. Party-in-interest transactions also include loans made to participants.
The participants are able to invest in stock of BlueLinx Holdings Inc. which is the parent company of the Plan Sponsor.
Such transactions, while considered party-in-interest transactions under ERISA, are permitted under the provisions of the Plan and are specifically exempt from the prohibition of party-in-interest transactions under ERISA.
Note 7: Plan Termination
Although it has not expressed any intent to do so, the Plan administrator has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
Note 8: Financial Information of the Master Trust
Certain of the Plan’s investments are in the Master Trust which was established for the investment of assets of the Plan and of the BlueLinx Corporation Hourly Savings Plan. Both retirement plans have an undivided interest in

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the Master Trust. At December 31, 2006 and 2005, the Plan’s interest in the net assets of the Master Trust was approximately 97% and 99.7%, respectively. Trust assets are allocated among the participating plans by assigning to each plan, transactions which can be specifically identified, including income and expenses resulting from the collective investment of assets of the Master Trust. The following table presents the fair value of investments for the Master Trust at December 31:
                 
    2006   2005
Investments, at fair value:
               
Common stock
  $ 506,228     $ 258,650  
     
Total net assets
  $ 506,228     $ 258,650  
     
A summary of the net investment gain of the Master Trust for the year ended December 31, 2006, during which the Plan participated in this trust, which comprises the net investment activity for all participating plans, is as follows:
         
    2006  
Net investment gain/(loss):
       
Interest and dividend income
  $ 15,073  
Net appreciation/(depreciation) in fair value of common stock as determined by quoted market price
    (21,001 )
 
     
Net investment gain/(loss) of Master Trust
  $ (5,928 )
 
     
* * * * *

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BlueLinx Corporation Salaried Savings Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2006
Plan #002 — Employer Identification #77-0627351

 
                     
    (b)   (c)        
    Identity of Issue, Borrower,   Description of Investment, Including       (e)
    Lessor, or   Maturity Date, Rate of Interest,   (d)   Current
(a)   Similar Party   Collateral, Par or Maturity Value   Cost   Value
 
 
                   
 
  Loomis Sayles Funds   Loomis Sayles Bond Fund   #   $ 6,648,610  
*
  Vanuard Fiduciary Trust Company                
 
      Vanguard 500 Index Fund   #     32,128,700  
 
      Vanguard Balanced Index Fund   #     6,059,173  
 
      Vanguard Extended Market Index Fund   #     4,576,940  
 
      Vanguard International Growth Fund   #     9,231,855  
 
      Vanguard LifeStrategy Conservative Growth Fund   #     1,506,824  
 
      Vanguard LifeStrategy Growth Fund   #     7,375,225  
 
      Vanguard LifeStrategy Income Fund   #     1,297,921  
 
      Vanguard LifeStrategy Moderate Growth Fund   #     5,881,755  
 
      Vanguard PRIMECAP Fund   #     16,878,014  
 
      Vanguard Short-Term Treasury Fund   #     7,847,157  
 
      Vanguard Small-Cap Index Fund   #     8,360,268  
 
      Vanguard Total Bond Market Index Fund   #     3,734,017  
 
      Vanguard Total Stock Market Index Fund   #     4,132,572  
 
      Vanguard Treasury Money Market Fund   #     10,913,661  
 
      Vanguard Windsor II Fund   #     9,420,832  
*
  Participant loans   Interest rates ranging from 5% to 10.5%   #     2,932,611  
 
     
Maturing through 2010
           
 
                   
 
              $ 138,926,135  
 
                   
 
*   A party-in-interest as defined by ERISA.
 
#   Not required for participant-directed investments.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company, as administrator of the plan, has duly caused this annual report to be signed by the undersigned hereunto duly authorized.
         
  BlueLinx Corporation Salaried Savings Plan
 
 
  By:   /s/ Barbara V. Tinsley    
    BlueLinx Holdings Inc.   
    By: Barbara V. Tinsley, General Counsel & Secretary  
Date: June 28, 2007

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