Filed by Bowne Pure Compliance
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, 2007
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, 2007 and 2006 and
For
the year ended December 31, 2007
BlueLinx Corporation Salaried Savings Plan
Audited Financial Statements and Supplemental Schedule
As of December 31, 2007 and 2006 and for the year ended December 31, 2007
Contents
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, 2007 and 2006, and the related statement of
changes in net assets available for benefits for the year ended December 31, 2007. 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 audits 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 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, 2007 and 2006, and the
changes in its net assets available for benefits for the year ended December 31, 2007, 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, 2007, 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 26, 2008
1
BlueLinx Corporation Salaried Savings Plan
Statements of Net Assets Available for Benefits
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December 31, |
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2007 |
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2006 |
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Assets |
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Investments, at fair value: |
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Mutual Funds and Participant Loans |
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$ |
143,696,712 |
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$ |
138,926,135 |
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Interest in Master Trust |
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655,133 |
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491,208 |
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Contributions receivable: |
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Plan Sponsor |
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323,621 |
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457,697 |
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Participants |
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305,438 |
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377,349 |
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Total contributions receivable |
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629,059 |
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835,046 |
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Total Assets |
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144,980,904 |
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140,252,389 |
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Liabilities |
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Accrued expenses |
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53,182 |
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33,500 |
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Net assets available for benefits |
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$ |
144,927,722 |
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$ |
140,218,889 |
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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, 2007
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Additions to net assets attributed to: |
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Contributions: |
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Participants |
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$ |
10,095,052 |
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Plan Sponsor |
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4,778,180 |
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Rollovers |
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1,478,536 |
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16,351,768 |
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Investment income: |
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Net appreciation in fair value of investments in mutual funds |
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3,336,720 |
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Interest and dividends |
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6,396,585 |
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Net loss from interest in Master Trust |
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(424,062 |
) |
Other |
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1,026 |
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9,310,269 |
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Net transfers into plan |
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83,299 |
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Total additions |
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25,745,336 |
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Deductions from net assets attributed to: |
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Benefit payments |
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20,922,677 |
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Administrative expenses |
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113,826 |
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Total deductions |
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21,036,503 |
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Net increase |
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4,708,833 |
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Net assets available for benefits, beginning of year |
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140,218,889 |
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Net assets available for benefits, end of year |
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$ |
144,927,722 |
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See accompanying notes to financial statements.
3
BlueLinx Corporation Salaried Savings Plan
Notes to Financial Statements
December 31,
2007
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.
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 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.
4
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 |
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1 |
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0 |
% |
2 |
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0 |
% |
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 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 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.
5
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 $191,849 and $353,140 at December
31, 2007 and 2006, respectively. During fiscal 2007, forfeitures of $617,977 were used to reduce
employer contributions and plan expenses.
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 Plans 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 Plans interest in the Master Trust Agreement for the BlueLinx Corporation Company
Stock Fund (Master Trust) (see Note 7) is based on the beginning of the year value of the Plans
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.
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 statements of net assets available for benefits.
New Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value,
establishes a framework for measuring fair value in generally accepted accounting principles and
expands disclosures about fair value measurements. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. The Plans management is currently evaluating the effect of SFAS No. 157 on the
Plans financial statements.
6
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, 2007 and 2006, follows:
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2007 |
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2006 |
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Vanguard 500 Index Fund |
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$ |
30,045,585 |
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$ |
32,128,700 |
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Vanguard PRIMECAP Fund |
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16,837,932 |
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16,878,014 |
|
Vanguard Treasury Money Market Fund |
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10,890,580 |
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10,913,661 |
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Vanguard Windsor II Fund |
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8,110,015 |
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9,420,832 |
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Vanguard International Growth Fund |
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11,600,041 |
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9,231,855 |
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Vanguard Small-Cap Index Fund |
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7,446,730 |
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8,360,268 |
|
Vanguard Short-Term Treasury Fund |
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8,222,425 |
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7,847,157 |
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Vanguard LifeStrategy Growth Fund |
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7,614,115 |
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7,375,225 |
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Loomis Sayles Bond Fund |
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7,527,626 |
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* |
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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 applied for but has not received a determination letter from the Internal Revenue
Service stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the
Code). However, the plan administrator believes that the Plan has been designed
to comply with the requirements of the Code and has indicated that it
will take the necessary steps, if any, to bring the Plans operations
and/or document into compliance with the Code.
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 6: 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 7: 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, 2007 and 2006, the Plans interest
in the net assets of the Master Trust was approximately 99% and 97%, 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, 2007 and 2006:
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2007 |
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2006 |
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Investments, at fair value: |
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Common stock |
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$ |
663,006 |
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$ |
506,228 |
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Total net assets |
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$ |
663,006 |
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$ |
506,228 |
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7
A summary of the net investment loss of the Master Trust for the year ended December 31, 2007,
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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2007 |
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Net investment loss: |
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Interest and dividend income |
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$ |
42,756 |
|
Net depreciation in fair value of common stock as determined by quoted market price |
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(476,079 |
) |
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Net investment loss of Master Trust |
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$ |
(433,323 |
) |
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* * * * *
8
BlueLinx Corporation Salaried Savings Plan
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2007
Plan #002 Employer Identification #77-0627351
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(b) |
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(c) |
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Identity of Issue, Borrower, |
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Description of Investment, Including |
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(e) |
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Lessor, or |
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Maturity Date, Rate of Interest, |
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(d) |
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Current |
(a) |
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Similar Party |
|
Collateral, Par or Maturity Value |
|
Cost |
|
Value |
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|
|
|
|
|
Loomis Sayles Funds
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|
Loomis Sayles Bond Fund
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|
#
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|
$ |
7,527,626 |
|
*
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Vanuard Fiduciary Trust Company |
|
|
|
|
|
|
|
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|
Vanguard 500 Index Fund
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|
#
|
|
|
30,045,585 |
|
|
|
|
|
Vanguard Balanced Index Fund
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|
#
|
|
|
6,299,395 |
|
|
|
|
|
Vanguard Extended Market Index Fund
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#
|
|
|
4,438,759 |
|
|
|
|
|
Vanguard International Growth Fund
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|
#
|
|
|
11,600,041 |
|
|
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|
Vanguard LifeStrategy Conservative Growth Fund
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|
#
|
|
|
1,184,607 |
|
|
|
|
|
Vanguard LifeStrategy Growth Fund
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|
#
|
|
|
7,614,115 |
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|
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|
|
Vanguard LifeStrategy Income Fund
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|
#
|
|
|
1,336,167 |
|
|
|
|
|
Vanguard LifeStrategy Moderate Growth Fund
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|
#
|
|
|
5,910,309 |
|
|
|
|
|
Vanguard PRIMECAP Fund
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|
#
|
|
|
16,837,932 |
|
|
|
|
|
Vanguard Short-Term Treasury Fund
|
|
#
|
|
|
8,222,425 |
|
|
|
|
|
Vanguard Small-Cap Index Fund
|
|
#
|
|
|
7,446,730 |
|
|
|
|
|
Vanguard Target Retirement 2005 Fund
|
|
#
|
|
|
35,906 |
|
|
|
|
|
Vanguard Target Retirement 2010 Fund
|
|
#
|
|
|
619,581 |
|
|
|
|
|
Vanguard Target Retirement 2015 Fund
|
|
#
|
|
|
798,675 |
|
|
|
|
|
Vanguard Target Retirement 2020 Fund
|
|
#
|
|
|
1,292,455 |
|
|
|
|
|
Vanguard Target Retirement 2025 Fund
|
|
#
|
|
|
243,340 |
|
|
|
|
|
Vanguard Target Retirement 2030 Fund
|
|
#
|
|
|
322,309 |
|
|
|
|
|
Vanguard Target Retirement 2035 Fund
|
|
#
|
|
|
673,955 |
|
|
|
|
|
Vanguard Target Retirement 2040 Fund
|
|
#
|
|
|
7,604 |
|
|
|
|
|
Vanguard Target Retirement 2045 Fund
|
|
#
|
|
|
63,668 |
|
|
|
|
|
Vanguard Target Retirement 2050 Fund
|
|
#
|
|
|
64,206 |
|
|
|
|
|
Vanguard Target Retirement Income
|
|
#
|
|
|
1,040 |
|
|
|
|
|
Vanguard Total Bond Market Index Fund
|
|
#
|
|
|
5,085,855 |
|
|
|
|
|
Vanguard Total Stock Market Index Fund
|
|
#
|
|
|
4,240,146 |
|
|
|
|
|
Vanguard Treasury Money Market Fund
|
|
#
|
|
|
10,890,580 |
|
|
|
|
|
Vanguard Windsor II Fund
|
|
#
|
|
|
8,110,015 |
|
*
|
|
Participant loans
|
|
Interest rates ranging from 5% to 10.5%
|
|
#
|
|
|
2,783,686 |
|
|
|
|
|
Maturing through 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$143,696,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
A party-in-interest as defined by ERISA. |
|
# |
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Not required for participant-directed investments. |
9
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/ Matthew Nozemack
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BlueLinx Holdings Inc.
By: Matthew Nozemack, Assistant General Counsel & Secretary |
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Date: June 27, 2008
10
EXHIBIT INDEX
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Exhibit No. |
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Description |
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
11