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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 11-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934
 For the transition period from  to .
 
 Commission file number: 114315
 A.
    
    Full title of the plan and the address of the plan, if different from that of the issuer
named below:
 NCI 401(k) Profit Sharing Plan
 B.
    
    Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
 NCI Building Systems, Inc.
10943 North Sam Houston Parkway West
Houston, Texas 77064




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##### 



NCI 401(K) PROFIT SHARING PLAN
 December 31, 2010 and 2009
  PageReport of Independent Registered Public Accounting Firm
    
    
    1Financial Statements:Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009
    
    
    2Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2010 and 2009
    
    
    3Notes to Financial Statements
    
    
    4Supplemental Schedule:Schedule of Assets (Held at End of Year) as of December 31, 2010
    
    
    16Signatures
    
    
    17Index to Exhibits
    
    
    18EX-23.1




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
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NCI 401(k) Profit Sharing Plan
 
 Statements of Net Assets Available for Benefits
 December 31, 2010 and 2009
 2010
    
    2009AssetsCash, non-interest bearing
    
    $
    
    
    
    $
    617,088Investments, at fair value (See Notes 3 and 4)Registered investment companies (mutual funds)
    
    
    33,467,213
    
    
    
    28,634,966Common collective trusts
    
    
    67,757,420
    
    
    
    59,397,243NCI Building Systems, Inc. common stock fund
    
    
    9,621,276
    
    
    
    7,215,138NCI Blended Stable Value Fund
    
    
    45,560,792
    
    
    
    48,391,381Total investments
    
    
    156,406,701
    
    
    
    143,638,728Receivables:Participants contributions
    
    
    201,247
    
    
    
    222,327Due from broker for securities sales
    
    
    
    
    
    
    17,993Participant notes receivable
    
    
    7,891,940
    
    
    
    7,909,687Total receivables
    
    
    8,093,187
    
    
    
    8,150,007Total assets
    
    
    164,499,888
    
    
    
    152,405,823LiabilitiesDue to broker for securities purchases
    
    
    
    
    
    
    627,497Net Assets Available for Benefits at Fair Value
    
    
    164,499,888
    
    
    
    151,778,326Adjustment From Fair Value to Contract
Value for Fully Benefit-responsive
Investment Contracts
    
    
    (109,190
    )
    
    
    1,307,607Net Assets Available for Benefits
    
    $
    164,390,698
    
    
    $
    153,085,933
 The accompanying notes are an integral part of these financial statements
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NCI 401(k) Profit Sharing Plan
 
 Statements of Changes in Net Assets Available for Benefits
 For the Years Ended December 31, 2010 and 2009
 2010
    
    2009Additions to net assets attributable to:Investment income:Interest and dividends
    
    $
    770,088
    
    
    $
    946,872Net appreciation in fair value of investments (See Note 3)
    
    
    16,964,009
    
    
    
    3,632,307Total investment income
    
    
    17,734,097
    
    
    
    4,579,179Interest from participant notes receivable
    
    
    442,717
    
    
    
    582,193Contributions:Participants
    
    
    7,573,510
    
    
    
    8,974,853Rollovers
    
    
    195,481
    
    
    
    244,692Total contributions
    
    
    7,768,991
    
    
    
    9,219,545Total additions
    
    
    25,945,805
    
    
    
    14,380,917Deductions from net assets attributable to:Benefits paid directly to participants
    
    
    14,281,988
    
    
    
    30,781,551Administrative expenses
    
    
    359,052
    
    
    
    311,621Total deductions
    
    
    14,641,040
    
    
    
    31,093,172Increase (decrease) in Net Assets Available for Benefits
    
    
    11,304,765
    
    
    
    (16,712,255
    )Net Assets Available for Benefits, Beginning of Year
    
    
    153,085,933
    
    
    
    169,798,188Net Assets Available for Benefits, End of Year
    
    $
    164,390,698
    
    
    $
    153,085,933
 The accompanying notes are an integral part of these financial statements
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NCI 401(k) Profit Sharing Plan
 
 Notes to Financial Statements
 December 31, 2010 and 2009
 Note 1: Description of the Plan
 The following description of NCI 401(k) Profit Sharing Plan (the Plan) provides only
general information. Participants should refer to the Summary Plan Descriptionfor a more
complete description of the Plans provisions, which is available from the Plan
administrator.
 General
 The Plan is a defined contribution plan covering all eligible employees of NCI Building
Systems, Inc. and its affiliates (the Company) who have completed three months of service,
are employed on the first day of the calendar quarter, and are age 18 or older. Effective
January 1, 2010, the Plan was amended and restated to comply with various federal updates.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
 Contributions
 Participants may contribute a minimum of 1% up to a maximum of 50% of their annual
compensation, limited to the maximum limit determined annually by the Internal Revenue
Service. Highly compensated employees may defer 7% of their annual compensation.
 The Company may make a discretionary contribution in an amount determined by the Plan sponsor.
During the year ended December 31, 2010, the Company made discretionary contributions
totaling $9,245, which were paid from forfeitures. There were no discretionary contributions
during 2009.
 Participants direct the investment of their contributions, as well as the Companys
contribution, into various investment options offered by the Plan. The Plan currently offers
a variety of mutual funds, common/collective trust funds, and the NCI Company Stock Fund as
investment options for participants.
 Participant Accounts
 Each participants account is credited with the participants contribution, the Companys
contribution and Plan earnings and is charged with an allocation of administrative expenses.
Allocations of expenses are based on participant earnings or account balances, as defined in
the Plan document. The benefit to which a participant is entitled is the benefit that can be
provided from the participants vested account balance.
 Vesting and Forfeitures
 Participants are immediately vested in their voluntary contributions plus earnings thereon.
Vesting in the Companys contribution portion of their accounts plus earnings thereon is
based on years of continuous service. A participant is fully vested after 6 years of
continuous service. In addition, any former employee of Robertson-Ceco Corporation who was a
participant in the Robertson-Ceco Savings Plan as of July 31, 2006 and who became a
participant in the Plan on August 1, 2006 as a result of the merger of the plans, is fully
vested in all accounts maintained by the Plan for such participant.
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NCI 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2010 and 2009
 A participant becomes fully vested upon death, becoming disabled (as defined in the Plan) or
attaining age 65; otherwise, the non-vested balance is forfeited upon termination of service.
Forfeitures may be used to pay for Plan administrative expenses and to reduce employer
matching contributions. At December 31, 2010 and 2009, forfeited non-vested accounts totaled
approximately $14,950 and $9,000, respectively. In 2010, employer contributions were reduced
by $9,245 from forfeited non-vested accounts. In 2009, employer contributions for partial
plan termination vesting were reduced by approximately $167,000 from forfeited non-vested
accounts.
 Payment of Benefits
 Upon termination of service, a participant may elect to receive a lump-sum amount equal to
the vested value of his account, NCI Common Stock at the value of the NCI Stock Fund, or
subject to minimum distribution rules described in the Plan, continue in the trust in such a
manner as though the employee had not terminated his eligibility (if the participants
account balance is greater than $5,000, excluding rollover contributions).
 Participant Notes Receivable
 Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of
$50,000 or 50 percent of their account balance, whichever is less. The loans are secured by
the balance in the participants account and bear interest at rates that are commensurate
with local prevailing rates as determined by the Plan administrator.
 Plan Termination
 Although it has not expressed an intention to do so, the Company has the right under the Plan
to discontinue its contributions at any time and 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 2: Summary of Significant Accounting Policies
 Financial Accounting Standards Board (FASB) Codification
 In June 2009, the FASB issued Statement of Financial Standards (SFAS) No. 168, The FASB
Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting
Principles. The FASB Accounting Standards Codification TM, (Codification or
ASC) became the source of authoritative GAAP recognized by the FASB to be applied by
nongovernmental entities. On the effective date of SFAS No. 168, the Codification superseded
all then-existing non-SEC accounting and reporting standards. All other non-grandfathered
non-SEC accounting literature not included in the Codification became non-authoritative.
SFAS No. 168 is effective for all financial statements issued for interim and annual periods
ending after September 15, 2009.
 Following SFAS No. 168, the FASB will no longer issue new standards in the form of
Statements, FASB Staff Positions (FSP), FASB Interpretations (FIN), or Emerging Issues
Task Force Abstracts (EITF); instead, it will issue Accounting Standards Updates (ASUs).
The FASB will not consider ASUs as authoritative in their own right; rather, these updates
will serve only to update the Codification, provide background information about the
guidance, and provide the bases
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NCI 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2010 and 2009
 for conclusions on the change(s) in the Codification. SFAS No. 168 is incorporated in ASC
Topic 105, Generally Accepted Accounting Principles. The Plan adopted SFAS No. 168 for the
year ended December 31, 2009.
 Basis of Accounting
 The financial statements of the Plan are prepared on the accrual basis of accounting
in accordance with accounting principles generally accepted in the United States of America
(GAAP).
 As described in ASC 946-210-45, Other Presentation Matters for Fully Benefit Responsive
Investment Contracts,investment contracts held by a defined-contribution plan are required
to be reported at fair value. However, contract value is the relevant measurement attribute
for that portion of the net assets available for benefits of a defined-contribution plan
attributable to fully benefit-responsive investment contracts because contract value is the
amount participants would receive if they were to initiate permitted transactions under the
terms of the Plan. The statements of net assets available for benefits presents the fair
value of the investment contracts, as well as the adjustment of the fully benefit-responsive
investment contracts, from fair value to contract value. The Statements of Changes in Net
Assets Available for Benefits is prepared on a contract value basis.
 Use of Estimates
 The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and changes therein
and disclosure of contingent assets and liabilities at the date of the financial statements.
Actual results could differ from those estimates.
 Risks and Uncertainties
 The Plan invests in various investment securities. Investment securities are exposed to
various risks such as interest rate, market, and credit risks. Due to the level of risk
associated with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term and that such
changes could materially affect participants account balances and the amounts reported in
the Statement of Net Assets Available for Benefits.
 Valuation of Investments and Income Recognition
 The Plan investments are reported at fair value. Fair value is the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. See Note 4 for discussion of fair value
measurements.
 Net appreciation in fair value of investments includes realized gains and losses on
investments sold during the year and unrealized appreciation (depreciation) of investments
held at the end of the year. Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
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NCI 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2010 and 2009
 Notes Receivable from Participants
 Notes receivable from participants are measured at their unpaid principle balance plus any
accrued but unpaid interest. Delinquent participant loans are reclassified as distributions
based upon the terms of the Plan document.
 Benefit Payments
 Benefit payments to participants are recorded upon distribution.
 Recent Accounting Pronouncements
 In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures
(Topic 820): Improving Disclosures about Fair Value Measurements(ASU No. 2010-06). ASU
No. 2010-06 amends the disclosure requirements of FASB ASC Topic 820, Fair Value Measurements
and Disclosures(ASC 820) and requires new disclosures regarding (a) transfers in and out
of levels 1 and 2 and (b) activity in level 3 fair value measurements. ASU No. 2010-06 also
provides amendments to ASC 820 that clarify existing disclosures regarding (a) level of
disaggregation for each class of assets and liabilities and (b) disclosures about inputs and
valuation techniques for fair value measurements that fall in either levels 2 or 3. ASU No.
2010-06 is effective for periods ending after December 15, 2009 (except for the level 3 roll
forward which is effective for periods beginning after December 15, 2010). The adoption of
FASB ASU No. 2010-06 did not have a significant impact on the Plans financial statements.
 In September 2010, the FASB issued ASU No. 2010-25, Reporting Loans to Participants by
Defined Contribution Pension Plans(ASU No. 2010-25). ASU No. 2010-25 changed the reporting
of loans to participants. Prior to ASU No. 2010-25, loans to participants were reported as
investments at fair value. ASU No. 2010-25 requires that loans to participants be reported
as notes receivable from participants at the unpaid principal balance plus any accrued but
unpaid interest. ASU No. 2010-25 is effective for periods ending after December 15, 2010.
The Plan adopted ASU No. 2010-25 in the 2010 financial statements, applied retrospectively
for all periods presented. The adoption of ASU No. 2010-25 was not significant as the unpaid
principal balance plus accrued interest of loans to participants approximated fair value.
 Reclassifications
 Certain items in the 2009 financial statements have been reclassified to conform to the 2010
financial statement presentation. Such reclassifications had no effect on the Plans net
assets or changes in net assets.
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NCI 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2010 and 2009
 Note 3: Investments
 The following table presents the Plans investments. Investments that represent 5% or
more of the Plans net assets at December 31, 2010 and 2009 are separately identified.
 2010
    
    
    2009NCI Blended Stable Value Fund
    
    $
    45,560,792
    
    
    $
    48,391,381RVS Core Port Diversified US Large CAP Equity Fund
    
    
    30,226,920
    
    
    
    27,936,365RVS Core Port Diversified US Small CAP Equity Fund
    
    
    16,704,640
    
    
    
    12,291,815Core Port Div US Intl Equity Fund
    
    
    12,279,176
    
    
    
    11,717,159NCI Building Systems Inc., common stock fund
691,856 and 767,916 shares, respectively
    
    
    9,621,276
    
    
    
    *Vanguard Target Retirement 2020 Fund
    
    
    8,817,423
    
    
    
    *Core Port Div US Diversified Bond Fund
    
    
    8,546,682
    
    
    
    *Investments less than 5% of the Plans net assets
    
    
    24,649,792
    
    
    
    43,302,008Total investments
    
    $
    156,406,701
    
    
    $
    143,638,728
 
 *
    
    Not applicable in the period indicated. During the years ended 2010 and 2009, the Plans investments (including gains and losses on
investments bought, sold and held during the year) appreciated in value by $16,964,009 and
$3,632,307, respectively.
 2010
    
    
    2009Mutual funds
    
    $
    3,234,675
    
    
    $
    4,933,248Common stock fund
    
    
    3,419,057
    
    
    
    (16,793,466
    )Common collective trusts
    
    
    9,421,595
    
    
    
    14,255,819NCI Blended Stable Value Fund
    
    
    888,682
    
    
    
    1,236,706Net appreciation in fair value
    
    $
    16,964,009
    
    
    $
    3,632,307
 Interest and dividends realized on the Plans investments for the years ended 2010 and
2009 were $770,088 and $946,872, respectively.
 Note 4: Fair Value Measurements
 ASC 820 defines fair value and establishes a framework for measuring fair value. That
framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (level 1 measurements) and the
lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair
value hierarchy are described below:
 Level 1Inputs to the valuation methodology are unadjusted quoted prices for identical assets
or liabilities in active markets that the Plan has the ability to access.
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NCI 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2010 and 2009
 Level 2Inputs to the valuation methodology include: 1) quoted prices for similar assets or
liabilities in active markets; 2) quoted prices for identical or similar assets or
liabilities in inactive markets; 3) inputs other than quoted prices that are observable for
the asset or liability; and 4) inputs that are derived principally from or corroborated by
observable market data by correlation or other means.
 If the asset or liability has a specified (contractual) term, the Level 2input must be
observable for substantially the full term of the asset or liability.
 Level 3Inputs to the valuation methodology are unobservable and significant to the fair
value measurement.
 The assets or liabilitys fair value measurement level within the fair value hierarchy is
based on the lowest level of any input that is significant to the fair value measurement.
Valuation techniques used need to maximize the use of observable inputs and minimize the use
of unobservable inputs.
 Following is a description of the valuation methodologies used for assets measured at fair
value. There have been no changes in the methodologies used at December 31, 2010 and 2009
 Common stocks: Valued at the closing price reported on the active market on which the
individual securities are traded.
 Common collective trust: Valued at fair value based on information reported in the audited
financial statements of the collective trust at year-end.
 Mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year end.
 Guaranteed investment contract: Valued at fair value by discounting the related cash flows
based on current yields of similar instruments with comparable durations considering the
credit-worthiness of the issuer. The significant input for the valuation model includes a
discount rate of 5.17% (see Note 5).
 The methods described above may produce a fair value calculation that may not be indicative
of net realizable value or reflective of future fair values. Furthermore, while the Plan
believes its valuation methods are appropriate and consistent with other market participants,
the use of different methodologies or assumptions to determine the fair value of certain
financial instruments could result in a different fair value measurement at the reporting
date.
 The following tables set forth by level, within the fair value hierarchy, the Plans assets
at fair value as of December 31, 2010 and 2009:
 Investments at Fair Value as of December 31, 2010Level 1
    
    Level 2
    
    Level 3
    
    TotalMutual Funds:Index Funds
    
    $
    33,467,213
    
    
    $
    
    
    
    $
    
    
    
    $
    33,467,213Total Mutual Funds
    
    
    33,467,213
    
    
    
    
    
    
    
    
    
    
    
    33,467,213
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NCI 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2010 and 2009
 Investments at Fair Value as of December 31, 2010Level 1
    
    Level 2
    
    Level 3
    
    TotalCommon Stock Fund:NCI Common Stock
    
    
    
    
    
    
    9,621,276
    
    
    
    
    
    
    
    9,621,276Total Common Stock Fund
    
    
    
    
    
    
    9,621,276
    
    
    
    
    
    
    
    9,621,276Common Collective Trusts
    
    
    
    
    
    
    67,757,420
    
    
    
    
    
    
    
    67,757,420NCI Blended Stable Value Fund:Common Collective Trust
    
    
    
    
    
    
    40,760,636
    
    
    
    
    
    
    
    40,760,636Guaranteed Investment
Contract
    
    
    
    
    
    
    
    
    
    
    4,800,156
    
    
    
    4,800,156Total NCI Blended Stable Value
Fund
    
    
    
    
    
    
    40,760,636
    
    
    
    4,800,156
    
    
    
    45,560,792Total Investments at Fair Value
    
    $
    33,467,213
    
    
    $
    118,139,332
    
    
    $
    4,800,156
    
    
    $
    156,406,701
 Investments at Fair Value as of December 31, 2009Level 1
    
    Level 2
    
    Level 3
    
    TotalMutual Funds:Index Funds
    
    $
    28,634,966
    
    
    $
    
    
    
    $
    
    
    
    $
    28,634,966Total Mutual Funds
    
    
    28,634,966
    
    
    
    
    
    
    
    
    
    
    
    28,634,966Common Stock Fund:NCI Common Stock
    
    
    
    
    
    
    6,949,640
    
    
    
    
    
    
    
    6,949,640Money Market Fund
    
    
    
    
    
    
    265,498
    
    
    
    
    
    
    
    265,498Total Common Stock Fund
    
    
    
    
    
    
    7,215,138
    
    
    
    
    
    
    
    7,215,138Common Collective Trusts
    
    
    
    
    
    
    59,397,243
    
    
    
    
    
    
    
    59,397,243NCI Blended Stable Value Fund:
    
    
    
    
    
    
    39,243,347
    
    
    
    
    
    
    
    39,243,347Common Collective TrustGuaranteed Investment
Contract
    
    
    
    
    
    
    
    
    
    
    9,148,034
    
    
    
    9,148,034Total NCI Blended Stable Value
Fund
    
    
    
    
    
    
    39,243,347
    
    
    
    9,148,034
    
    
    
    48,391,381Total Investments at Fair Value
    
    $
    28,634,966
    
    
    $
    105,855,728
    
    
    $
    9,148,034
    
    
    $
    143,638,728
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NCI 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2010 and 2009
 Level 3 Gain and Loss:The table below sets forth a summary of changes in the fair value
of the Plans level 3 assets for the years ended December 31, 2010 and 2009.
 2010
    
    
    2009Guaranteed investment contracts:Balance, beginning of the year
    
    $
    9,148,034
    
    
    $
    13,077,082Realized gains/(losses)
    
    
    344,313
    
    
    
    535,851Unrealized gains/(losses) relating to
instruments still held at the reporting date
    
    
    27,775
    
    
    
    39,214Purchases, sales, issuances and settlements (net)
    
    
    (4,719,966
    )
    
    
    (4,504,113
    )Balance, end of year
    
    $
    4,800,156
    
    
    $
    9,148,034The amount of total gains or losses
for the period
included in changes in net assets
attributable to the
change in unrealized gains or losses relating
to assets
still held at the reporting date
    
    $
    27,775
    
    
    $
    39,214
 Note 5: Investment Contract with Insurance CompanyIn 2006, the Plan entered into a benefit-responsive investment contract with
Massachusetts Mutual Life Insurance Company (MassMutual). The investment contract is
included in the NCI Blended Stable Value Fund. MassMutual maintains the contributions in a
general account. The account is credited with earnings on the underlying investments and
charged for participant withdrawals and administrative expenses. The guaranteed investment
contract issuer is contractually obligated to repay the principal and a specified interest
rate that is guaranteed to the Plan.
 As described in Note 2, because the guaranteed investment contract is fully
benefit-responsive, contract value is the relevant measurement attribute for that portion of
the net assets available for benefits attributable to the guaranteed investment contract.
Contract value, as reported to the Plan by MassMutual, represents contributions made under
the contract, plus earnings, less participant withdrawals and administrative expenses.
Participants may ordinarily direct the withdrawal or transfer all or a portion of their
investment at contract value. The contract value of the guaranteed investment contract at
December 31, 2010 and 2009 was $4,812,067 and $9,187,719, respectively.
 There are no reserves against contract value for credit risk of the contract issuer or
otherwise. At December 31, 2010 and 2009, the investment contract, included in the NCI
Blended Stable Value Fund, is recorded at fair value with an adjustment to contract value.
The crediting interest rate is based on a formula agreed upon with the issuer, but it may not
be less than four percent. Such interest rates are reviewed on a quarterly basis for
resetting.
 Certain events limit the ability of the Plan to transact at contract value with the issuer.
Such events include the following: (1) amendments to the Plan documents (including complete
or partial Plan
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NCI 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2010 and 2009
 termination or merger with another plan), (2) changes to Plans prohibition
on competing
investment options or deletion of equity wash provisions, (3) bankruptcy of the Plan sponsor
or other Plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that
cause a significant withdrawal from the Plan, or (4) the failure of the trust to qualify for
exemption from federal income taxes or any required prohibited transaction exemption under
ERISA. The Plan administrator does not believe that the occurrence of any such value event,
which would limit the Plans ability to transact at contract value with participants, is
probable.
 The guaranteed investment contract does not permit the insurance company to terminate the
agreement prior to the scheduled maturity date.
 2010
    
    2009Average YieldsBased on actual earnings
    
    
    4.75
    %
    
    
    4.75
    %Based on interest rate credited to participants
    
    
    4.75
    %
    
    
    4.75
    %
 The Plan does not allow participants to make any additional contributions to this
investment contract.Note 6: Related Party Transactions
 Certain Plan investments are shares of mutual funds managed by Wells Fargo Bank, N.A.,
which is the trustee and the record keeper of the Plan. Additionally, the Plan invests in shares of the Companys common stock and issues participant loans. Such transactions qualify
as party-in-interest transactions. These transactions are exempt from the ERISA prohibited
transaction rules; thus, these transactions are permitted.
 The Plan incurs expenses related to general administration. The Plan sponsor pays certain
expenses and accounting fees relating to the Plan. During the years ended December 31, 2010
and 2009, the Plan sponsor paid Plan expenses of approximately $15,360 and $0, respectively.Note 7: Plan Tax Status
 The Plan obtained its latest determination letter on July 13, 2010, in which the
Internal Revenue Service stated that the Plan and related trust, as then designed, were in
compliance with the applicable requirements of the Internal Revenue Code and therefore, not
subject to tax.
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NCI 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2010 and 2009
 Note 8: Reconciliation of Financial Statements to Form 5500The following is a reconciliation of net assets available for benefits per the financial
statements at December 31, 2010 and 2009, to Form 5500:
 2010
    
    2009Net assets available for benefits per the
financial statements
    
    $
    164,390,698
    
    
    $
    153,085,933Adjustment from fair value to contract value for fully
benefit-responsive investment contracts
    
    
    109,190
    
    
    
    (1,307,607
    )Net assets available for benefits per Form 5500
    
    $
    164,499,888
    
    
    $
    151,778,326
 The following is a reconciliation of the changes in net assets available for benefits per the
financial statements at December 31, 2010 and 2009, to Form 5500:
 2010
    
    2009Net increase
(decrease) in net
assets available for
benefits per the
financial statements
    
    $
    11,304,765
    
    
    $
    (16,712,255
    )Change in adjustment
from fair value to
contract value for
fully
benefit-responsive
investment contracts
    
    
    1,416,797
    
    
    
    2,028,460Net increase
(decrease) in net
assets available for
benefits per Form 5500
    
    $
    12,721,562
    
    
    $
    (14,683,795
    )
 Note 9: Partial Plan TerminationIn 2008 and 2009, in connection with the closing of certain plants of the Company
resulting from the economic downturn and restructuring, employees were terminated from the
Companys employment and were no longer active participants, as defined in the Plan. This
constituted a partial plan termination, and therefore, all such employees of these plants
with unvested Company match funds in the Plan became immediately and fully vested on such
date of termination.
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NCI 401(k) Profit Sharing Plan
Notes to Financial Statements
December 31, 2010 and 2009
 Note 10: Reverse Stock Split
 On March 5, 2010, the Company effected a reverse stock split in which each five shares
of the Companys common stock, par value $0.01 (the Common Stock), was reclassified and
combined into one share of Common Stock (the Reverse Stock Split). As such, the Plan has
retrospectively adjusted Common Stock information for the Reverse Stock Split in all periods
presented.Note 11: Subsequent EventUnder federal securities laws, shares of the Companys Common Stock purchased on behalf of participants
in the Plan are required to be properly registered with the SEC or sold in transactions that are exempt from
registration under the Securities Act of 1933. On February 7, 2011, the Company discovered that it inadvertently issued
more shares of the Companys Common Stock in connection with the Plan than had been registered with the SEC. As a
result, certain participants in the Plan may bring claims against the Company for rescission or damages in respect
of the unregistered shares for an amount equal to the purchase price for the shares (or if the shares have been disposed of, to receive
damages with respect to any loss on such disposition) plus interest, less income, from the date of purchase, although
the Company believes that such claims would be time barred. Moreover, even if such claims were allowed, the Company believes
that the statute of limitations applicable to any such claims would be one year under the federal securities law, and
that the statute of limitations with respect to the inadvertent issuances that occurred prior to February 16, 2010 has expired.
The potential damage claims with respect to unregistered Company Common Stock were related to purchases made under the Plan
between February 16, 2010 and February 15, 2011. The Company may also be subject to civil and other penalties by regulatory
authorities as a result of the failure to register. The Company believes that the potential negative impact
on the Statements of Changes in Net Assets Available for Benefits will not be material.
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Supplemental Schedule
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##### Table of Contents



NCI 401(k) Profit Sharing Plan
EIN 76-0127701 PN 001
 
 Schedule H, Line 4i  Schedule of Assets (Held at End of Year)
 December 31, 2010
 (c) Description of Investment IncludingMaturity Date, Rate of Interest, Collateral, Par
    
    (e) Current(a)
    
    (b) Identity of Issue, Borrower, Lessor or Similar Party
    
    or Maturity Value
    
    Value****
    
    NCI Blended Stable Value Fund
    
    COLLECTIVE FUNDS**
    
    $
    45,560,792*
    
    RVS Core Port Diversified US Large CAP Equity Fund
    
    RVST COLLECTIVE FUNDS-EQUITY**
    
    
    30,226,920*
    
    RVS Core Port Diversified US Small CAP Equity Fund
    
    RVST COLLECTIVE FUNDS-EQUITY**
    
    
    16,704,640Core Port Div US Intl Equity Fund
    
    COLLECTIVE FUNDS-EQUITY**
    
    
    12,279,176*
    
    NCI Common Stock Fund
    
    COMMON STOCK**
    
    
    9,621,276Vanguard Target Retirement 2020
    
    MUTUAL FUNDS-EQUITY**
    
    
    8,817,423Core Port Div US Diversified Bond Fund
    
    COLLECTIVE FUNDS-EQUITY**
    
    
    8,546,682Vanguard Target Retirement 2015
    
    MUTUAL FUNDS-EQUITY
    
    
    6,535,137Vanguard Target Retirement 2030
    
    MUTUAL FUNDS-EQUITY
    
    
    4,329,931Vanguard Target Retirement 2025
    
    MUTUAL FUNDS-EQUITY
    
    
    3,992,797Vanguard Target Retirement 2010
    
    MUTUAL FUNDS-EQUITY
    
    
    3,446,920Vanguard Target Retirement 2035
    
    MUTUAL FUNDS-EQUITY
    
    
    2,503,848Vanguard Target Retirement 2040
    
    MUTUAL FUNDS-EQUITY
    
    
    1,655,967Vanguard Target Retirement 2045
    
    MUTUAL FUNDS-OTHER
    
    
    912,761Vanguard Target Retirement Income
    
    MUTUAL FUNDS-EQUITY
    
    
    911,138Vanguard Target Retirement 2050
    
    MUTUAL FUNDS-EQUITY
    
    
    361,293*
    
    Participant Notes Receivable
    
    Loans to participants bearing interest at
 rates ranging from 4.25% to 10.5%
    
    
    7,891,940$
    164,298,641
 
 *
    
    Indicates a party-in-interest as defined by ERISA**
    
    Represents investment comprising at least 5% of net assets available for benefits***
    
    Cost information is not presented because all investments are participant directed - 16 -




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Signatures
  NCI BUILDING SYSTEMS INC.
(as administrator of the NCI 401(k) Profit Sharing Plan)DATE: June 27, 2011
    By:
    /s/ Mark E. JohnsonBy:
    Mark E. JohnsonTitle:

    Executive Vice President, Chief Financial Officer
and Treasurer - 17 -




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Exhibit
    
    Description of Exhibit23.1
    
    Consent of Independent Registered Public Accounting Firm
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