BLUELINX HOLDINGS INC./BLUELINX CORPORATION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT
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ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the year ended December 31, 2005
OR
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o |
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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
BlueLinx Corporation Salaried
Savings Plan
Audited Financial Statements and Supplemental Schedule
As of December 31, 2005 and 2004 and
For the year ended December 31, 2005
BlueLinx Corporation Salaried Savings Plan
Audited Financial Statements and Supplemental Schedule
As of December 31, 2005 and 2004 and for the year ended December 31, 2005
Contents
Report of Independent Registered Public Accounting Firm
To the Plan Administrator 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, 2005 and 2004, and the related statement of
changes in net assets available for benefits for the year ended December 31, 2005. These financial
statements are the responsibility of the Plans 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 Plans 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 Plans 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 audit provides 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, 2005 and 2004, and the
changes in its net assets available for benefits for the year ended December 31, 2005, in
conformity with accounting principles generally accepted in the United States.
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, 2005, 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 Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans 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 23, 2006
1
BlueLinx Corporation Salaried Savings Plan
Statements of Net Assets Available for Benefits
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December 31, |
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2005 |
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2004 |
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Assets |
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Investments, at fair value |
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$ |
107,794,505 |
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$ |
75,359,832 |
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Interest in Master Trust, at fair value |
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257,922 |
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Contributions receivable: |
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Plan Sponsor |
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2,266,139 |
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4,764,888 |
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Participants |
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374,042 |
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292,708 |
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Total contributions receivable |
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2,640,181 |
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5,057,596 |
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Total Assets |
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110,692,608 |
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80,417,428 |
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Liabilities |
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Accrued expenses |
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28,000 |
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27,500 |
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Net assets available for benefits |
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$ |
110,664,608 |
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$ |
80,389,928 |
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See accompanying notes to financial statements.
2
BlueLinx Corporation Salaried Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2005
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Additions to net assets attributed to: |
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Contributions: |
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Participants |
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$ |
10,627,537 |
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Plan Sponsor |
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11,807,170 |
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Rollovers |
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6,302,596 |
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28,737,303 |
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Investment income: |
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Net appreciation in fair value of investments in mutual funds |
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3,046,526 |
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Interest and dividends |
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2,778,836 |
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Net gain from interest in Master Trust |
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40,296 |
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Other |
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804 |
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5,866,462 |
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Net transfers from related plan |
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15,917 |
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Total additions |
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34,619,682 |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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4,303,314 |
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Administrative expenses |
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41,688 |
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4,345,002 |
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Net increase |
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30,274,680 |
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Net assets available for benefits, beginning of year |
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80,389,928 |
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Net assets available for benefits, end of year |
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$ |
110,664,608 |
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See accompanying notes to financial statements.
3
BlueLinx Corporation Salaried Savings Plan
Notes to Financial Statements
December 31, 2005
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 Plans 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 participants pretax contributions up to 3% of the
participants compensation plus 50% of pretax contributions on the next 5% of the participants
compensation.
For the 2005 plan year, in addition to any matching contribution, the Plan Sponsor made
non-elective contributions based on a uniform percentage of each eligible employees compensation
and age (as defined in the Plan agreement). In general, a participant had to be an employee of the
Plan Sponsor on the last day of the Plan year to share in the allocation of the Plan Sponsor
non-elective contributions. For the period ended December 31, 2005, the uniform percentages were as
follows:
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Age of Participant |
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Percentages |
Under 30 |
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2.75 |
% |
Between 30 and 39 |
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3.25 |
% |
Between 40 and 49 |
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3.75 |
% |
Between 50 and 59 |
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4.25 |
% |
Over 60 |
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4.75 |
% |
The Company will discontinue these non-elective contributions beginning January 1, 2006.
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
4
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 Plans 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 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 Sponsors 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 participants vested account.
Vesting
Participants vesting in the Plan Sponsors 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:
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Years of Service |
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Percentage |
1 |
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0 |
% |
2 |
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0 |
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3 |
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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 participants 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 participants 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 participants principal residence may be
5
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 participants heavy and immediate financial
hardship, as defined in the Plan agreement. Hardship distributions may not exceed the amount of the
participants 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.
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 participants 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 participants 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 distribution 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 of non-vested account balances totaled $43,830 and $422 for
the periods ended December 31, 2005 and 2004, 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 accounting principles generally accepted
in the United States 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 Plans investments are stated at fair value which equals the quoted market price 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
6
shares held by the Plan at year-end. The fair value of the Plans 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 Plans interest in the Master Trust plus actual
contributions, allocated investment income, less distributions and allocated administrative
expenses. Quoted market prices and estimates by the trustee 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.
Risks and Uncertainties
The Plans 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 statement of net assets available for benefits and statement
of changes in net assets available for benefits.
Note 3: Investments
A schedule of the fair value of individual investments that comprised 5% or more of the Plans net
assets available for benefits at December 31 follows:
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2005 |
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2004 |
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Vanguard 500 Index Fund |
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$ |
27,213,479 |
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$ |
20,263,255 |
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Vanguard PRIMECAP Fund |
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14,440,210 |
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11,157,376 |
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Vanguard Short-Term Treasury Fund |
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7,701,606 |
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5,726,150 |
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Vanguard Treasury Money Market Fund |
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7,819,535 |
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4,587,458 |
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Vanguard Balanced Index Fund |
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* |
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4,323,243 |
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Vanguard Windsor II Fund |
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6,531,668 |
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* |
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Vanguard Small-Cap Index Fund |
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6,077,698 |
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4,013,855 |
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* |
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Balance not greater than 5% of the Plans 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 Plans operations and/or document 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.
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.
The participants are able to invest in stock of BlueLinx which is the Plan Sponsor.
7
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 Plans 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 the Master Trust. At December 31, 2005, the Plans interest in the
net assets of the Master Trust was approximately 99.7%. Investment income and expenses are
allocated to the Plan based upon its pro rata share in the net assets of the Master Trust. The
following table presents the fair value of investments for the Master Trust at December 31:
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2005 |
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Investments, at fair value: |
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Common stock |
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$ |
258,650 |
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Total Net Assets |
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$ |
258,650 |
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A summary of the net investment gain of the Master Trust for the year ended December 31, 2005,
during which the Plan participated in this trust, which comprises the net investment activity for
all participating plans, is as follows:
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2005 |
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Net investment gain: |
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Interest and dividend income |
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$ |
35,361 |
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Net appreciation in fair value of common stock as
determined by quoted market price |
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4,841 |
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Net investment gain of Master Trust |
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$ |
40,202 |
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* * * * *
8
BlueLinx Corporation Salaried Savings Plan
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2005
Plan #002 Employer Identification #77-0627351
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(c) |
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(b) |
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Description of Investment, Including |
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(e) |
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Identity of Issue, Borrower, Lessor, or |
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Maturity Date, Rate of Interest, |
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(d) |
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Current |
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(a) |
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Similar Party |
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Collateral, Par or Maturity Value |
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Cost |
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Value |
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Loomis Sayles Funds |
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Loomis Sayles Bond Fund |
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# |
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$ |
4,551,156 |
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* |
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Vanguard Fiduciary Trust Company |
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Vanguard 500 Index Fund |
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# |
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27,213,479 |
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Vanguard Balanced Index Fund |
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# |
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5,155,051 |
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Vanguard Extended Market Index Fund |
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# |
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3,090,924 |
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Vanguard International Growth Fund |
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# |
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5,148,600 |
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Vanguard LifeStrategy Conservative Growth Fund |
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# |
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1,021,098 |
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Vanguard LifeStrategy Growth Fund |
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# |
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5,371,303 |
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Vanguard LifeStrategy Income Fund |
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# |
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1,146,574 |
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Vanguard LifeStrategy Moderate Growth Fund |
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# |
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3,987,849 |
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Vanguard PRIMECAP Fund |
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# |
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14,440,210 |
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Vanguard Short-Term Treasury Fund |
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# |
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7,701,606 |
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Vanguard Small-Cap Index Fund |
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# |
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6,077,698 |
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Vanguard Total Bond Market Index Fund |
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# |
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2,816,756 |
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Vanguard Total Stock Market Index Fund |
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# |
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3,300,595 |
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Vanguard Treasury Money Market Fund |
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# |
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7,819,535 |
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Vanguard Windsor II Fund |
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# |
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6,531,668 |
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* |
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Participant loans |
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Interest rates ranging from 5% to 10.5%
maturing through 2010 |
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# |
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2,420,403 |
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|
|
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|
|
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$ |
107,794,505 |
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* |
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A party-in-interest as defined by ERISA. |
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# |
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Not required for participant-directed investments. |
10
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.
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BlueLinx Corporation Salaried Savings Plan
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By: |
/s/ Barbara V. Tinsley
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BlueLinx Holdings Inc. |
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By: Barbara V. Tinsley, General
Counsel & Secretary |
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Date: June 29, 2006
11
EXHIBIT INDEX
23.1 |
|
Consent of Independent Registered Public Accounting Firm |