8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2008

BLUELINX HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Delaware	001-32383	77-0627356
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4300 Wildwood Parkway, Atlanta, Georgia	30339
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 953-7000

Not applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition
 

On May 1, 2008, BlueLinx Holdings Inc. (“BlueLinx” or “the Company”) issued a press release announcing its financial results for the first fiscal quarter ended March 29, 2008. A copy of BlueLinx’ press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On May 1, 2008, as previously announced, BlueLinx held a teleconference and audio webcast to discuss its financial results from the first fiscal quarter ended March 29, 2008. The webcast will be archived and can be accessed via BlueLinx’s website at www.BlueLinxCo.com. Additionally, BlueLinx has posted slides at its website, under the investor relations page, which were referenced during the audio webcast. These slides are furnished as Exhibit 99.2 hereto. All information on the slides and in the webcast is presented as of May 1, 2008, and BlueLinx does not assume any obligation to update such information in the future.

To supplement GAAP financial statements in the press release and webcast slides, BlueLinx may use non-GAAP, or pro forma measures of operating results. This non-GAAP, or pro forma financial information is provided as additional information for investors and is not in accordance with or an alternative to GAAP. These adjusted results exclude certain costs, expenses, gains and losses, and we believe their exclusion can enhance an overall understanding of the Company’s past financial performance and also the Company’s prospects for the future. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of the operating performance of the Company as opposed to GAAP results, which may include non-recurring, infrequent or other non-cash charges that are not material to the ongoing performance of the Company’s business. Company management uses these non-GAAP and pro forma results as a basis for planning and forecasting core business activity in future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net earnings, diluted earnings per share or net cash provided by (used in) operating activities prepared in accordance with generally accepted accounting principles in the United States.

The information included in this Item 2.02, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.    

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 25, 2008, BlueLinx and George R. Judd, the Company’s President and Chief Operating Officer, entered into a retention bonus agreement (the “Agreement”). Pursuant to the terms of the Agreement, Mr. Judd shall receive a retention bonus in the aggregate amount of $500,000 in the event he is not named the Company’s Chief Executive Officer and remains employed by the Company through the earlier of (i) twelve months after the start date of the next Chief Executive Officer ultimately selected to succeed the Company’s current interim Chief Executive Officer or (ii) October 1, 2009. The Agreement also provides for immediate payment of the retention bonus in the event the successor CEO elects to terminate Mr. Judd. Additionally, if the Company hires a successor CEO other than Mr. Judd, Mr. Judd’s annual base salary shall be increased to $500,000, with a target bonus of 100% of his salary pursuant to the terms of the Company’s Short Term Incentive Plan. The foregoing description is qualified in its entirety by reference to the Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Retention Bonus Agreement by and between the Company and George R. Judd, dated as of April 25, 2008
99.1	Press release, dated May 1, 2008, reporting financial results for the first fiscal quarter ended March 29, 2008
99.2	Webcast conference call slides used during webcast conference call on May 1, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BLUELINX HOLDINGS INC.

By: /s/ Barbara V. Tinsley               
Barbara V. Tinsley
General Counsel & Secretary

Dated: May 1, 2008

EXHIBIT INDEX

Exhibit No.	Description
10.1	Retention Bonus Agreement by and between the Company and George R. Judd, dated as of April 25, 2008
99.1	Press release, dated May 1, 2008, reporting financial results for the first fiscal quarter ended March 29, 2008
99.2	Webcast conference call slides used during webcast conference call on May 1, 2008

EX-10.1

EXHIBIT 10.1

RETENTION BONUS AGREEMENT

This Retention Bonus Agreement (“Agreement”) is made this 25th day of April, 2008, by and between BlueLinx Corporation (hereinafter “Company”) and George R. Judd (“Employee"”).

WITNESSETH

WHEREAS, the Company’s former Chief Executive Officer resigned effective as of March 10, 2008;

WHEREAS, Company recognizes the significance of Employee’s contributions to the Company and its future success and Company wishes to provide certain incentives to encourage Employee to remain employed by Company; and

WHEREAS, Employee knowingly and voluntarily agrees to the arrangement described below.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, Employee and Company agree as follows:

1. Payment of Retention Bonus by Company.

Employee shall receive a monetary bonus (the “Retention Bonus”) in the aggregate amount of Five Hundred Thousand Dollars ($500,000.00), in the event Employee is not named the Company’s Chief Executive Officer and remains employed by the Company through the earlier of (i) twelve months after the start date of the Company’s next Chief Executive Officer ultimately selected to succeed the current interim Chief Executive Officer (such person referred to herein as the “New CEO”) or (ii) eighteen months from April 1, 2008 (such earlier date referred to herein as the “Vesting Date”) which payment shall become due within seven (7) days of the Vesting Date. Notwithstanding the foregoing, in the event the New CEO elects to terminate the services of Employee, Employee shall receive the Retention Bonus described herein upon such termination. Additionally, in the event Company hires a New CEO which is not the Employee, Employee’s annual base salary shall be increased to Five Hundred Thousand Dollars ($500,000.000) with a target bonus of 100% of his salary pursuant to the terms of the Company’s Short Term Incentive Plan.

2. Employment Status.

Employee and Company agree that this Agreement does not create any rights for Employee beyond the potential right to payment of the Retention Bonus and annual salary increase as provided above. Employee and Company agree that, unless agreed to separately in writing, Employee’s employment is for an indefinite period of time and is at will. Company may terminate Employee’s employment, and Employee may resign from his employment, at any time, with or without cause and with or without notice.

3. Miscellaneous.

a. Entire Agreement. This Agreement sets forth all understandings between Employee and Company regarding the payment of the Retention Bonus and annual salary increase.

b. Negotiated Agreement. This Agreement is the product of input from all parties and the parties agree that no ambiguity in the Agreement shall be construed against either party on of the grounds that such party is deemed to have drafted any portion of the Agreement.

c. Assignment. This Agreement is for personal services by Employee and Employee is not entitled to assign this Agreement. Company may assign this Agreement without the consent of Employee.

d. Taxes. All payments hereunder shall be subject to all applicable taxes required to be withheld by BlueLinx pursuant to federal, state and local laws.

e. Binding Effect. This Agreement will inure to the benefit of and be enforceable by Employee’s legal representatives. This Agreement will inure to the benefit of and be binding upon Company and its successors and assigns.

f. Amendment. No change, amendment or modification of this Agreement shall be effective unless it is in writing and signed by Employee and Company.

g. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Georgia without reference to its conflict of laws provisions.

It is so agreed as of the date first written above:

BLUELINX CORPORATION	EMPLOYEE
By: /s/ Dean Adelman	By: /s/ George R. Judd
Print Name: Dean Adelman	Print Name: George R. Judd
Title: Chief Administrative Officer	Title: President & COO
Date: April 25, 2008	Date: April 25, 2008

EX-99.1

EXHIBIT 99.1

4300 Wildwood Parkway
Atlanta, GA 30339
1-888-502-BLUE
www.BlueLinxCo.com

BlueLinx Contacts:
Doug Goforth, CFO & Treasurer	Investor Relations:
BlueLinx Holdings Inc.	Russ Zukowski, Vice President Finance
(770) 953-7505	(770) 953-7620

FOR IMMEDIATE RELEASE

BLUELINX ANNOUNCES FIRST-QUARTER RESULTS
– Net Loss of $0.34 Per Share on 25.1 Percent Revenue Decline as Housing-Related Slowdown Continues -

ATLANTA — May 1, 2008 — BlueLinx Holdings Inc. (NYSE: BXC), a leading distributor of building products in North America, today reported financial results for the first quarter ended March 29, 2008.

The Company incurred a first-quarter net loss of $10.6 million, or $0.34 per diluted share, compared with a net loss of $189,000, or $0.01 per share, in the year-ago period. Revenues decreased 25.1% to $716.8 million from $957.1 million for the same period a year ago, reflecting a 28.1% drop in structural product sales and a 22.5% sales decline in specialty products. Structural and specialty unit volumes declined 27.8% and 22.3%, respectively, from year-ago levels. The sales decline was mainly due to lower unit volumes in both structural and specialty products driven predominately by a 30.2% decline in housing starts relative to year ago levels.

Gross profit for the first quarter totaled $77.8 million, down 25% from $103.8 million in the prior-year period, reflecting lower unit volume associated with the decline in housing starts. Gross margin increased by 10 basis points to 10.9% from 10.8% in the prior year period reflecting a shift in mix toward higher-margin specialty products. First-quarter structural product gross margin of 8.6% declined 10 basis points from the year-ago period. Specialty product gross margin of 14.2% increased 30 basis points from a year ago.

Total operating expenses of $85.6 million decreased $8.3 million, or 8.8%, from the same period a year ago, primarily reflecting decreases in payroll costs related to headcount reductions implemented in the fourth quarter of 2007. Operating loss for the quarter totaled $7.8 million, compared with an operating profit of $9.9 million a year ago.

“Despite the challenging business environment, we continued to provide quality service to our customers and suppliers. We utilized approximately $21 million in cash for operations during the quarter compared to using $77 million in the year ago quarter,” said Howard S. Cohen, interim chief executive officer.

“We remain focused on managing cash flow by tightly managing inventories, receivables and our operating expenses. Our company is financially positioned to be able to continue executing throughout this housing downturn,” Cohen added. “We ended the period with approximately $228 million in excess availability on our revolving credit facility.”

BlueLinx Q1 ‘08 Press Release
Page 2 of 5

Conference Call

BlueLinx will host a conference call today at 10:00 a.m. Eastern Time, accompanied by a supporting slide presentation. Investors can listen to the conference call and view the accompanying slide presentation by going to the BlueLinx web site, www.BlueLinxCo.com, and selecting the conference link on the Investor Relations page. Investors will be able to access an archived recording of the conference call for one week by calling 706-645-9291, Conference ID# 44179237. The recording will be available two hours after the conference call has concluded. Investors also can access a recording of this call on the BlueLinx web site, where a replay of the webcast will be available for 90 days.

Use of Non-GAAP Measures
BlueLinx reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). The Company also believes that presentation of certain non-GAAP measures, i.e., results excluding certain charges, when appropriate, provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, without the impact of significant special items, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides a better baseline for modeling future earnings expectations. Any non-GAAP measures used herein are reconciled in the financial tables accompanying this news release. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results.

About BlueLinx Holdings Inc.
Headquartered in Atlanta, Georgia, BlueLinx Holdings Inc., operating through its wholly owned subsidiary BlueLinx Corporation, is a leading distributor of building products in North America. Employing approximately 2,600 people, BlueLinx offers greater than 10,000 products from over 750 suppliers to service approximately 11,500 customers nationwide, including dealers, industrial manufacturers, manufactured housing producers and home improvement retailers. The Company operates its distribution business from sales centers in Atlanta and Denver, and its network of more than 70 warehouses. BlueLinx is traded on the New York Stock Exchange under the symbol BXC. Additional information about BlueLinx can be found on its Web site at www.BlueLinxCo.com.

Forward-looking Statements
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by BlueLinx to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties may include, among other things: changes in the supply and/or demand for products that we distribute, especially as a result of conditions in the residential housing market; general economic and business conditions in the United States; the activities of competitors; changes in significant operating expenses; changes in the availability of capital; the ability to identify acquisition opportunities and effectively and cost-efficiently integrate acquisitions; adverse weather patterns or conditions; acts of war or terrorist activities; variations in the performance of the financial markets; and other factors described in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended December 29, 2007 and in its periodic reports filed with the Securities and Exchange Commission from time to time. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. BlueLinx undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, changes in expectation or otherwise, except as required by law.

- Tables to Follow -

BlueLinx Q1 ‘08 Press Release
Page 3 of 5

BlueLinx Holdings Inc.
Statements of Operations
in thousands, except per share data

	Quarters Ended
	March 29,			March 31,
	2008			2007
	(unaudited)			(unaudited)
Net sales	$	716,760		$	957,114
Cost of sales		638,957			853,359
Gross profit		77,803			103,755
Operating expenses:
Selling, general, and administrative		80,635			88,468
Depreciation and amortization		4,968			5,400
Total operating expenses		85,603			93,868
Operating (loss) income		(7,800	)		9,887
Non-operating expenses:
Interest expense		9,354			10,606
Other expense (income), net		130			(383	)
Loss before benefit from income taxes		(17,284	)		(336	)
Benefit from income taxes		(6,693	)		(147	)
Net loss	$	(10,591	)	$	(189	)
Basic weighted average number of common shares outstanding		30,928			30,800
Basic net loss per share applicable to common stock	$	(0.34	)	$	(0.01	)
Diluted weighted average number of common shares outstanding		30,928			30,800
Diluted net loss per share applicable to common stock	$	(0.34	)	$	(0.01	)
Dividends declared per share of common stock	$	—		$	0.125

BlueLinx Q1 ‘08 Press Release
Page 4 of 5

BlueLinx Holdings Inc.
Balance Sheets

in thousands

	March 29,			December 29,
	2008			2007
	(unaudited)
Current Assets:
Current assets:
Cash	$	16,956		$	15,759
Receivables		280,948			263,176
Inventories		351,212			335,887
Deferred income taxes		14,574			12,199
Other current assets		39,143			53,231
Total current assets		702,833			680,252
Property, plant, and equipment:
Land and land improvements		57,348			57,295
Buildings		98,502			98,420
Machinery and equipment		69,714			67,217
Construction in progress		1,227			4,212
Property, plant, and equipment, at cost		226,791			227,144
Accumulated depreciation		(58,039	)		(54,702	)
Property, plant, and equipment, net		168,752			172,442
Non-current deferred income taxes		4,931			2,628
Other assets		31,062			28,114
Total assets	$	907,578		$	883,436
Liabilities :
Current liabilities:
Accounts payable	$	173,918		$	164,717
Bank overdrafts		33,759			37,152
Accrued compensation		8,268			10,372
Current maturities of long-term debt		28,465			—
Other current liabilities		26,693			19,280
Total current liabilities		271,103			231,521
Noncurrent liabilities:
Long-term debt		475,877			478,535
Other non-current liabilities		19,816			18,557
Total liabilities		766,796			728,613
Shareholders’ Equity:
Common stock		322			312
Additional paid in capital		142,002			142,081
Accumulated other comprehensive income		2,045			5,426
Retained (deficit) earnings		(3,587	)		7,004
Total shareholders’ equity		140,782			154,823
Total liabilities and shareholders’ equity	$	907,578		$	883,436

BlueLinx Q1 ‘08 Press Release
Page 5 of 5

BlueLinx Holdings Inc.
Statements of Cash Flows
in thousands

	Quarters Ended
	March 29,			March 31,
	2008			2007
	(unaudited)			(unaudited)
Cash flows from operating activities:
Net loss	$	(10,591	)	$	(189	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		4,968			5,400
Amortization of debt issue costs		608			606
Non-cash vacant property charges		208			—
Deferred income tax (benefit) provision		(2,887	)		198
Share-based compensation (credit) expense		(114	)		874
Excess tax deficiencies (benefits) from share-based compensation arrangements		218			(60	)
Changes in assets and liabilities:
Receivables		(17,772	)		(70,152	)
Inventories		(15,325	)		(54,864	)
Accounts payable		9,201			38,126
Changes in other working capital		16,388			3,526
Other		(5,991	)		(472	)
Net cash used in operating activities		(21,089	)		(77,007	)
Cash flows from investing activities:
Property, plant, and equipment investments		(957	)		(6,092	)
Proceeds from disposition of assets		607			879
Net cash used in investing activities		(350	)		(5,213	)
Cash flows from financing activities:
Proceeds from stock options exercised		434			323
Excess tax (deficiencies) benefits from share-based compensation arrangements		(218	)		60
Net increase in revolving credit facility		25,807			78,538
(Decrease) increase in bank overdrafts		(3,393	)		362
Common dividends paid		—			(3,876	)
Other		6			33
Net cash provided by financing activities		22,636			75,440
Increase (decrease) in cash		1,197			(6,780	)
Balance, beginning of period		15,759			27,042
Balance, end of period	$	16,956		$	20,262

###

EX-99.2

Exhibit 99.2

BlueLinx Quarterly Review 1st Quarter 2008

BlueLinx Holdings Inc. Safe Harbor Statement and Use of Non-GAAP and Pro Forma Information Forward-Looking Statement Safe Harbor - This presentation includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by BlueLinx to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of its control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties may include, among other things: changes in the supply and/or demand for products which we distribute, especially as a result of conditions in the residential housing market; general economic business conditions in the United States; the activities of competitors; changes in significant operating expenses; changes in the availability of capital; the ability to identify acquisition opportunities and effectively and cost-efficiently integrate acquisitions; general economic and business conditions in the United States; adverse weather patterns or conditions; acts of war or terrorist activities; variations in the performance of the financial markets; and other factors described in the "Risk Factors" section in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2007, and in its periodic reports filed with the SEC from time to time. In addition, the statements in this presentation are made as of May 1, 2008. The Company expects that subsequent events or developments will cause its views to change. The Company undertakes no obligation to update any of the forward-looking statements made herein, whether as a result of new information, future events, changes in expectation or otherwise. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to May 1, 2008. Use of Non-GAAP and Pro Forma* Financial Information - To supplement GAAP financial statements, the Company may use non-GAAP, or pro forma measures of operating results. This non-GAAP, or pro forma financial information is provided as additional information for investors and is not in accordance with or an alternative to GAAP. These adjusted results exclude certain costs, expenses, gains and losses, and we believe their exclusion can enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of the operating performance of the Company as opposed to GAAP results, which may include non-recurring, infrequent or other non-cash charges that are not material to the ongoing performance of the Company's business. Company management uses these non-GAAP and pro forma results as a basis for planning and forecasting core business activity in future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net earnings, diluted earnings per share or net cash provided by (used in) operating activities prepared in accordance with generally accepted accounting principles in the United States.

1st Quarter Highlights 1st Quarter Highlights Housing Starts Declined 30% from the same period last year Declined 30% from the same period last year Prices Prices of key grades of wood-based structural products fell 5% from the end of 4Q '07 to the end of 1Q '08 Prices of key grades of wood-based structural products fell 5% from the end of 4Q '07 to the end of 1Q '08 Revenue Down 25% to $0.7 billion Specialty down 23%, 49% of Total Revenue, 61% of GM Structural down 28% Down 25% to $0.7 billion Specialty down 23%, 49% of Total Revenue, 61% of GM Structural down 28% Unit Volume Total down 25.2% from same period last year Specialty down 22.3%; Structural down 27.8% Total down 25.2% from same period last year Specialty down 22.3%; Structural down 27.8% Gross Margin Total 10.9% vs. 10.8% in 1Q '07 Specialty 14.2% Structural 8.6% Total 10.9% vs. 10.8% in 1Q '07 Specialty 14.2% Structural 8.6% Net Loss/EPS ($10.6) million / ($0.34) per share vs. ($0.2) million / ($0.01) per share ($10.6) million / ($0.34) per share vs. ($0.2) million / ($0.01) per share Cash Flow Used $21 million of operating cash flow vs. $77 million for the year ago quarter Used $21 million of operating cash flow vs. $77 million for the year ago quarter Inventory Down $114 million to $351 million from year ago quarter Down $114 million to $351 million from year ago quarter Excess Availability $228 million excess availability on revolving credit facility $228 million excess availability on revolving credit facility Quarterly Highlights

Introduction Howard Cohen Interim Chief Executive Officer

1st Quarter Focus Key focus on cash Tight management of costs and working capital Strengthen customer and supplier relationships Long term strategic objectives: Profitably grow specialty revenues to 60+% of total sales Profitably manage structural while reducing exposure to volatility Profitably outgrow the market over the long term Introduction

Doug Goforth Chief Financial Officer and Treasurer Financial Review

Quarterly Revenue 4Q '05 1Q '06 2Q '06 3Q '06 4Q '06 1Q '07 2Q '07 3Q '07 4Q '07 1Q '08 Specialty 539.5 580 603.3 553.5 460 456.5 500.8 462.9 381.5 354 Structural 815.2 813.4 798.7 666.6 509.2 518.9 598.1 571.4 409.6 373 Other -25.4 -16.8 -23 -16.6 -28.9 -18.3 -16.9 -18.4 -12.2 -10.2 Specialty Unit Volume (22.3%) YOY $240.3 or 25.1% Structural Unit Volume (27.8%) Price/Other 0.6% ($240.3) 1Q '08 Specialty 354 Structural 373 1Q '07 1Q '08 1Q '07 Specialty 456.5 Structural 518.9 Vs. Year Ago Revenue down 25.1% Specialty sales down 22.5%, unit volume down 22.3% Structural sales down 28.1%, unit volume down 27.8% Specialty product sales = 49% of total sales % by Product

Cash Flows Three Months Ended March 29, 2008 (in millions) BXC used $21.1 million in operating cash flow for the quarter $1.2

Total Debt Combined total debt on our mortgage and revolving credit facility of $504 million, down $107 million from a year ago $228 million available on revolving credit facility 1Q '07 2Q '07 3Q '07 4Q '07 1Q '08 Total Debt 611 626.5 581 478.5 504.3 YOY $106.7 or 17.5%

Inventory Analysis BXC managed inventory to the demand environment and to support strategic initiatives 1Q '06 2Q '06 3Q '06 4Q '06 1Q '07 2Q '07 3Q '07 4Q '07 1Q '08 Inventory 501.2 532.2 471.2 410.7 465.6 470.2 424.5 335.9 351.2 YOY $114.4 or 24.6%

Cash Cycle Cash cycle days equal accounts receivable days + inventory days - accounts payable days using an average beginning and ending balance Cash Cycle days at 54 vs. 56 at 4Q '07 and 51 same period last year Inventory days remain above desired levels and are being actively managed across the company Accounts Receivable days slightly above historical levels Accounts Payable days in line with historical levels 1Q '07 2Q '07 3Q '07 4Q '07 1Q '08 Cash Cycle Days 51 50 52 56 54

Summary 1st Quarter Focused on cash management Aggressively managing receivables and inventory Tight controls on operating expenses Remain focused on gross margin Flexible debt facility allows continued execution of business plan in extended downturn Excess availability of $228 million at March 29, 2008 Revolving credit agreement secured by inventory and receivables through May 7, 2011 Fixed rate mortgage of $295 million secured by company owned real estate

George Judd President & Chief Operating Officer Operations Review

Key Initiatives To support our strategic objectives: Cash management Gross margins Profitably grow specialty business Provide excellent value proposition to our customers Provide excellent return to our shareholders

Howard Cohen Summary Remarks Demand environment deteriorating further Focused on: Managing cash flow Aggressively managing costs Defending our core business Serving our customers and suppliers Selective pursuit of growth opportunities

Appendix TOPIC PAGE Revenues and Unit Volume by Quarter 17 Gross Margin by Quarter 18 Profit and Loss Statement by Quarter 19 Gross Margin % Analysis 20 Channel Mix Analysis 21 Structural Product Price Trends 22

Revenues and Unit Volume by Quarter Revenues and Unit Volume by Quarter

Gross Margin by Quarter Gross Margin by Quarter

Profit & Loss Statement by Quarter Profit & Loss Statement by Quarter

Gross Margin % Analysis Gross Margin % Analysis

Revenue Channel Mix Analysis Revenue Channel Mix Analysis

Source: Data from Random Lengths Publications, Inc., updated as of April 25, 2008 Structural Products Price Trend Structural Products Price Trend Structural Products Price Trend Structural Products Price Trend