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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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 Hourly 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 Hourly
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 Hourly 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 Hourly Savings Plan
We have audited the accompanying statements of net assets available for benefits of BlueLinx
Corporation Hourly 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 Hourly 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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$ |
4,157,271 |
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$ |
2,860,560 |
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Interest in Master Trust, at fair value |
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728 |
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Contributions receivable: |
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Plan Sponsor |
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11,034 |
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576 |
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Participants |
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33,012 |
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4,570 |
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Total receivables |
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44,046 |
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5,146 |
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Total Assets |
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4,202,045 |
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2,865,706 |
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Liabilities |
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Accrued expenses |
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27,500 |
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Net assets available for benefits |
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$ |
4,202,045 |
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$ |
2,838,206 |
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See accompanying notes to financial statements.
2
BlueLinx Corporation Hourly Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2005
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Additions: |
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Contributions: |
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Participants |
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$ |
812,202 |
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Plan Sponsor |
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194,078 |
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Rollovers |
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363,297 |
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1,369,577 |
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Investment income: |
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Net appreciation in fair value of investments in mutual funds |
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103,858 |
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Interest and dividends |
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105,447 |
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Net loss from interest in Master Trust |
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(94 |
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Other |
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1,724 |
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210,935 |
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Total additions |
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1,580,512 |
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Deductions: |
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Benefits paid to participants |
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198,637 |
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Administrative expenses |
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2,119 |
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200,756 |
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Net transfers out to related plan |
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15,917 |
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Total deductions |
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216,673 |
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Net increase |
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1,363,839 |
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Net assets available for benefits, beginning of year |
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2,838,206 |
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Net assets available for benefits, end of year |
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$ |
4,202,045 |
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See accompanying notes to financial statements.
3
BlueLinx Corporation Hourly Savings Plan
Notes to Financial Statements
December 31, 2005
Note 1: Description of Plan
The following description of the BlueLinx Corporation Hourly 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
hourly employees of BlueLinx Corporation (the Plan Sponsor or Company). Employees become eligible
to participate in the Plan upon completing three months of service with the Plan Sponsor or by
reason of recognition of service with a predecessor employer. Employees are only permitted to enter
the Plan on the first day of the calendar month following 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 an amount
determined pursuant to the applicable Articles and Exhibits to the Plan. Employees are required to
complete one year of service to receive the match.
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 of the Plan are paid by either the Plan Sponsor or by the Plan, as
determined by the Plan
4
administrator. These expenses include, but are not limited to, legal,
accounting and certain recordkeeping fees and investment expenses.
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 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 account.
Vesting
Participants are fully vested in all contributions and earnings thereon at the time of entry to the
Plan.
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 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.
A participant may also take out a hardship distribution. 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.
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.
5
Forfeitures
In general, the Plan does not have forfeitures due to the fact that all participants are 100%
vested at the time of entry to the Plan. However, excess employer contributions are deposited to
the forfeiture account. Forfeitures of non-vested account balances totaled $143 for the period
ended December 31, 2005.
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 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, 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
Individual investments that represent 5% or more of the fair value of the Plans net assets
available for benefits as of December 31, 2005 and 2004, are as follows:
6
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2005 |
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2004 |
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Vanguard 500 Index Fund |
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$ |
754,460 |
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$ |
564,047 |
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Vanguard LifeStrategy Growth Fund |
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488,644 |
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356,148 |
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Vanguard Treasury Money Market Fund |
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485,874 |
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334,282 |
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Vanguard PRIMECAP Fund |
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408,237 |
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307,864 |
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Vanguard LifeStrategy Moderate Growth Fund |
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374,634 |
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217,417 |
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Vanguard Balanced Index Fund |
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271,904 |
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157,703 |
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Vanguard Windsor II Fund |
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230,164 |
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156,495 |
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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.
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 remain 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 Salaried 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 .3%. 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 Hourly Savings Plan
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2005
Plan #003 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 |
(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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$ |
86,228 |
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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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754,460 |
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Vanguard Balanced Index Fund
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#
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271,904 |
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Vanguard Extended Market Index Fund
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#
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126,554 |
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Vanguard International Growth Fund
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#
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135,395 |
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Vanguard LifeStrategy Conservative Growth Fund
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73,459 |
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Vanguard LifeStrategy Growth Fund
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488,644 |
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Vanguard LifeStrategy Income Fund
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44,242
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Vanguard LifeStrategy Moderate Growth Fund
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#
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374,634 |
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Vanguard PRIMECAP Fund
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#
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408,237 |
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Vanguard Short-Term Treasury Fund
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#
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137,116 |
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Vanguard Small-Cap Index Fund
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#
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89,449 |
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Vanguard Total Bond Market Index Fund
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#
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104,647 |
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Vanguard Total Stock Market Index Fund
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#
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97,457 |
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Vanguard Treasury Money Market Fund
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#
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485,874 |
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Vanguard Windsor II Fund
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#
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230,164 |
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*
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Participant loans
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Interest rates ranging from 5% to 8.25%
maturing through 2010
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#
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248,807 |
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$ |
4,157,271 |
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* |
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A party-in-interest as defined by ERISA. |
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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 Hourly Savings Plan |
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By:
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/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
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23.1
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Consent of Independent Registered
Public Accounting Firm |