1301787--2/24/2006--BlueLinx_Holdings

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{debt, indebtedness, cash}

{cost, regulation, environmental}

{cost, operation, labor}

{interest, director, officer}

{system, service, information}

{provision, law, control}

{customer, product, revenue}

{competitive, industry, competition}

{stock, price, operating}

{product, liability, claim}

Our cash flows and capital resources may be insufficient to make required payments on our substantial indebtedness and future indebtedness. The instruments governing our indebtedness contain various covenants limiting the discretion of our management in operating its business. We have a limited operating history as a separate company. Accordingly, the Division s historical financial information may not be representative of our results as a separate company. We depend upon a single supplier, Georgia-Pacific, for a significant percentage of our products and have significant purchase commitments under our Supply Agreement with Georgia-Pacific. Our industry is highly fragmented and competitive. If we are unable to compete effectively, our net sales and net income will be reduced. Integrating acquisitions may be time-consuming and create costs that could reduce our net income and cash flows. A significant percentage of our employees are unionized. Wage increases or work stoppages by our unionized employees may reduce our results of operations. Federal and state transportation regulations could impose substantial costs on us which would reduce our net income. Environmental laws impose risks and costs on us. Anti-terrorism measures may harm our business by impeding our ability to deliver products on a timely and cost-effective basis. We may incur substantial costs relating to Georgia-Pacific s product liability related claims. Affiliates of Cerberus control us and may have conflicts of interest with other stockholders in the future. Even if Cerberus no longer controls us in the future, certain provisions of our charter documents and agreements and Delaware law could discourage, delay or prevent a merger or acquisition at a premium price. We intend to pay dividends on our common stock but may change our dividend policy; the instruments governing our indebtedness contain various covenants that may limit our ability to pay dividends.

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1301787--2/24/2006--BlueLinx_Holdings_Inc.