<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NUMBER 1-14982

                         HUTTIG BUILDING PRODUCTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            DELAWARE                                     43-0334550
(STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

                           LAKEVIEW CENTER, SUITE 400
                          14500 SOUTH OUTER FORTY ROAD
                          CHESTERFIELD, MISSOURI 63017
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (314) 216-2600
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 COMMON STOCK, PAR VALUE $.01 PER SHARE         NEW YORK STOCK EXCHANGE
    PREFERRED SHARE PURCHASE RIGHTS             NEW YORK STOCK EXCHANGE
         (TITLE OF EACH CLASS)       (NAME OF EACH EXCHANGE ON WHICH REGISTERED)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for at least the past 90 days. Yes [ X ] No [ ]

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

    The aggregate market value of the Common Stock held by non-affiliates of the
registrant as of February 23, 2001 was approximately $63,975,902.

    The number of shares of Common Stock outstanding on February 23,2001 was
20,583,219 shares.

    Documents incorporated by reference:

Portions of the Proxy Statement for the 2001 Annual Meeting of Shareholders
                                                                        Part III



                                  Page 1 of 34
<PAGE>   2




                                     PART I

ITEM 1--BUSINESS

GENERAL

    Huttig Building Products, Inc. ("Huttig" or the "Company") is one of the
largest domestic distributors of building materials that are used principally in
new residential construction and in home improvement, remodeling and repair
work. Its products are distributed through 62 distribution centers serving 45
states, principally to building materials dealers (who, in turn, supply the
end-user), directly to professional builders and large contractors, and to home
centers, national buying groups, industrial and manufactured housing builders.
The Company's American Pine Products manufacturing facility, located in
Prineville, Oregon, produces softwood mouldings. Approximately 30% of its sales
are to Huttig's distribution centers.

    On December 16, 1999, Crane Co. ("Crane") distributed to its stockholders
(the "Spin-Off") all of the Company's outstanding common stock, par value $.01
per share (the "Common Stock"). Immediately after the Spin-Off, Huttig completed
the acquisition of Rugby USA, Inc. ("Rugby") in exchange for 6,546,424 newly
issued shares of Huttig Common Stock. Rugby is also a distributor of building
materials. In this Annual Report on Form 10-K, "Huttig" refers to Huttig
Building Products, Inc. and its subsidiaries and predecessors, including Rugby
USA, unless the context indicates otherwise.

INDUSTRY TRENDS

    The building materials distribution industry is characterized by its
substantial size, highly fragmented ownership structure and dependence on the
cyclical and seasonal home building industry.

    New housing starts in the U.S. in 2000 approximated 1.6 million based on
data from F.W. Dodge, including 1.3 million single family residences.
Approximately 74% of single family new construction in 2000 occurred in markets
served by Huttig's distribution centers. According to the U.S. Department of
Commerce, total spending on U.S. new residential construction in 2000 was $255
billion. Huttig estimates that aggregate expenditures for residential repair and
remodeling were an additional $148 billion. Huttig believes that sales of
windows, doors and other millwork accounted for approximately $16 billion in
2000.

    Prior to the 1970's, building materials were sold in both rural and
metropolitan markets largely by local dealers, such as lumberyards and hardware
stores. These dealers, who generally purchased their products from wholesale
distributors, sold building products directly to homeowners, contractors and
homebuilders. In the late 1970's and 1980's, The Home Depot and Lowe's began to
alter this distribution channel, particularly in metropolitan markets, as these
retailers started to displace some local dealers. These mass merchandisers
market a broad range of competitively priced building materials to the homeowner
and small home improvement contractor. Also during this period, some building
materials manufacturers such as Georgia Pacific and Weyerhauser began selling
their products directly to home center chains and to local dealers as well.
Accordingly, most wholesale distributors have been diversifying their businesses
by seeking to sell directly to large contractors and homebuilders in selected
markets and by providing home centers with fill-in and specialty products. Also,
as large homebuilding companies seek to streamline the new residential
construction process, building materials distributors have increasing
opportunities to provide higher margin turnkey products and services.

    The increasingly competitive environment faced by dealers also has prompted
a trend toward industry consolidation that Huttig believes offers significant
opportunities. Many distributors in the building materials industry are small,
privately-held companies that generally lack the purchasing power of a larger
entity and may also lack the broad lines of products and sophisticated inventory
management and control systems typically needed to operate a multi-branch
distribution network. These characteristics are also driving the consolidation
trend in favor of companies like Huttig that operate nationally and have
significant infrastructure in place.



                                  Page 2 of 34
<PAGE>   3




PRODUCTS

    Each of the Company's distribution centers carries a variety of products
that vary by location. Huttig's principal products are doors, windows,
mouldings, specialty building materials such as housewrap, stair parts,
engineered wood products, branded roofing and insulation and lumber and other
commodity building products.

    The following table sets forth information regarding the percentage of net
sales represented by the specified categories of total products sold by Huttig's
distribution centers during each of the last three fiscal years. While it is
believed that the percentages included in the table generally indicate the mix
of Huttig's sales by category of product, the specific percentages are affected
year-to-year by changes in the prices of commodity wood products, as well as
changes in unit volumes sold. In addition, Rugby's sales are included in 1999
for only 14 days. As a result, 1999 product mix is not indicative of the mix
that would result from including a full year of Rugby's sales.

                                                    2000       1999       1998
                                                    ----       ----       ----
     Doors..............................            34%        34%         37%
     Specialty Building Materials.......            26%        21%         20%
     Windows............................            18%        17%         19%
     Lumber and Other Commodity Products            12%        15%         12%
     Mouldings..........................            10%        13%         12%

    The Company's sales of doors totaled $364.8 million in 2000 versus $272.2
million in 1999 including both interior and exterior doors and pre-hung door
units. Huttig sells wood, steel and composite doors from various branded
manufacturers such as Therma-Tru(R) and Premdor(R) as well as providing
value-priced unbranded products. The pre-hanging of a door within its frame is a
value-added service that Huttig provides, allowing an installer to quickly place
the unit in the house opening. In addition, the Company also assembles many
exterior doors with added sidelites and transoms, also value-added services and
products. To meet the increasing demand for pre-hung doors, Huttig invested $3.0
million in state-of-the-art equipment during 1999 and 2000 which allowed it to
increase its capacity by approximately 30%.

    Sales of specialty building materials were $279.1 million in 2000 versus
$169.8 million in 1999. Included in this category are products differentiated
through branding or value-added characteristics. Branded products include
Tyvek(R) and Typar(R) housewrap, L. J. Smith Stair Systems(R), Simpson
Strong-Tie(R) connectors and Owens Corning(R) roofing and insulation. Also
included in specialty sales are trusses, wall panels and engineered wood
products such as floor systems assembled in Huttig's facility in Topeka, Kansas
serving the eastern Kansas and western Missouri markets.

    Window sales amounted to $193.1 million in 2000 versus $138.7 million in
1999 and included shipments of wood, vinyl-clad, vinyl and aluminum windows from
branded manufacturers such as Caradco(R), and Weather Shield(R) as well as
unbranded products. In October 2000, the Company stopped distributing
Andersen(R) trademarked products. Andersen(R) windows, which were sold to
dealers through 12 of the Company's distribution centers, accounted for
approximately $63.8 million and $79.7 million of Huttig's window sales in 2000
and 1999, respectively. Huttig is working to expand the depth of its offerings
of windows to include a wider range of quality and price to better serve the
Company's customer.

    Sales of lumber and other commodity building products were $128.7 million in
2000 versus $119.9 million in 1999. Growth of Huttig's lumber sales has resulted
primarily from its acquisition of Mallco Lumber Company in Phoenix in 1997 and
the acquisition of certain assets of and assumption of certain liabilities of
Consolidated Lumber Company, Inc. in Kansas City in 1998. These acquisitions
reflect Huttig's strategy to provide builders with the capability to purchase a
house's framing and millwork package of products from one source and have each
component delivered when needed. Other commodity building products include
drywall, metal vents, siding, nails and other miscellaneous hardware.



                                  Page 3 of 34
<PAGE>   4



    Moulding sales, including door jambs, door and window frames, and decorative
ceiling, chair and floor moulding, were $107.2 million in 2000 versus $99.7
million 1999. The majority of these sales were made by American Pine Products, a
wholly owned subsidiary. Profitability of this highly competitive,
commodity-priced product depends upon efficient plant operations, rapid
inventory turnover and quick reaction to changing market conditions. Mouldings
are a necessary complementary product line to doors and windows as part of a
house's millwork package.

SALES AND MARKETING

    Each of the Company's distribution centers is focused on meeting local
market needs and offering competitive prices. Inventory levels, merchandising
and pricing are tailored to local markets. Huttig's information system provides
each distribution center manager with real-time pricing, inventory availability
and margin analysis to facilitate this strategy. Huttig also supports its
distribution centers with centralized product management, credit and financial
controls, training and marketing programs and human resources expertise.

    Huttig's marketing programs center on fostering strong customer
relationships and providing superior service. This strategy is furthered by the
high level of technical knowledge and expertise of Huttig's personnel. The
Company focuses its marketing efforts on the residential new housing and
remodeling segments, with efforts directed toward the commercial and industrial
segments limited to a small portion of its business. Certain of the Company's
suppliers advertise to the trade and directly to the individual consumer through
nationwide print and other media.

    The Company's distribution center sales organization consists of outside
field sales personnel serving the customer on-site who report directly to their
local distribution center manager. They are supported by inside customer
services representatives at each branch. This sales force is compensated by
commissions determined on the basis of return on sales or total margin on sales.

PURCHASING

    Huttig negotiates with its major vendors on a company-wide basis to obtain
favorable pricing, volume discounts and other beneficial purchase terms. A
majority of the Company's purchases are made from suppliers offering payment,
discount and volume purchase programs. Distribution center managers are
responsible for inventory selection and ordering on terms negotiated centrally.
This approach allows Huttig's distribution centers to remain responsive to local
market demand, while still maximizing purchasing leverage through volume orders.
Distribution center managers are also responsible for inventory management at
their respective locations.

    Huttig is a party to distribution agreements with certain vendors on an
exclusive or non-exclusive basis, depending on the product and the territory
involved. The Company's distributorships generally are terminable at any time by
either party, in some cases without notice, and otherwise on notice ranging up
to 60 days.

CUSTOMERS

    Building materials dealers represent the Company's single largest customer
group. Despite the advent of the home center chains and the trend toward
consolidation of dealers and increased direct participation in wholesale
distribution by some building materials manufacturers, the Company believes that
the wholesale distribution business continues to provide opportunities for
increased sales. Huttig is targeting home centers for sales of fill-in and
specialty products. In addition, some manufacturers are seeking to outsource the
marketing function for their products, a role that Huttig, as a large,
financially stable distributor, is well positioned to fill. Opportunities also
exist for large distributors with the necessary capabilities to perform
increasing amounts of services such as pre-hanging doors, thereby enabling the
Company to enhance the value-added component of its business.

    The percentage of the Company's 2000 revenues attributable to various
categories of customers are as follows:

                                                           2000           1999
                                                           ----           ----
              Dealers...............................        66%           62%
              Builders and Contractors..............        13%           13%
              Home Centers and Buying Groups........        12%           15%
              Industrial and Manufactured Housing...        9%            10%




                                  Page 4 of 34
<PAGE>   5

COMPETITION

    The Company's competition varies by product line, customer classification
and geographic market. Huttig competes with many local and regional building
product distributors, and, in certain markets and product categories, with
national building product distributors and dealers. Huttig also competes with
major corporations with national distribution capability, such as
Georgia-Pacific, Weyerhauser and other product manufacturers that engage in
direct sales; however, it also acts as a distributor for certain products of
these manufacturers. Huttig sells products to large home center chains such as
The Home Depot and Lowe's and, to a limited extent in certain markets, competes
with them for business from smaller contractors. Competition from such large
home center chains may, in the future, include more competition for the business
of larger contractors.

    The Company believes that competition in the wholesale distribution business
is largely on the basis of product availability, service and delivery
capabilities and breadth of product offerings. Also, financial stability and
geographic coverage are important to manufacturers in choosing distributors for
their products. In the builder support business, Huttig's target customers
generally select building products distributors on the basis of service and
delivery, ability to assist with problem-solving, relationships and breadth of
product offerings. The Company's relative size and financial position are
advantageous in obtaining and retaining distributorships for important products.
Huttig's relative size also permits it to attract experienced sales and service
personnel and gives it the resources to provide company-wide sales, product and
service training programs. By working closely with its customers and utilizing
its information technology, Huttig's branches are able to maintain appropriate
inventory levels and are well-positioned to deliver completed orders on time.
Huttig's American Pine Products softwood moulding manufacturing business
competes on the basis of relative length of lead times to produce and deliver
product, service and geographic coverage.

SEASONALITY

    The Company's first quarter and, to a lesser extent, its fourth quarter, are
typically adversely affected by winter construction cycles and weather patterns
in colder climates as the level of activity in both the new construction and
home improvement markets decreases. The effects of winter weather patterns on
Huttig's business are offset somewhat by the increase in residential
construction activity during the same period in the deep South, Southwest and
Southern California markets in which Huttig participates. Huttig also closely
monitors operating expenses and inventory levels during seasonally affected
periods and, to the extent possible, controls variable operating costs to
minimize seasonal effects on profitability.

BACKLOG

    The Company's customers generally order products on an as-needed basis. As a
result, virtually all product shipments in a given fiscal quarter result from
orders received in that quarter. Consequently, order backlog represents only a
very small percentage of the product sales that the Company anticipates in a
given quarter and is not indicative of its actual sales for any future period.

TRADENAMES

    Historically, Huttig has operated under various tradenames in the markets it
serves, retaining the name of an acquired business to preserve local
identification. To capitalize on its increasing national presence, Huttig has
been converting most branch operations to the primary tradename "Huttig Building
Products." Some local branches continue to use historical tradenames as
secondary tradenames to maintain goodwill. In connection with the Company's
acquisition of Rugby USA, Huttig has an exclusive, royalty-free right to operate
in the United States under the tradename "Rugby Building Products," in all the
lines of business which Huttig conducted on December 16, 1999, for a period of
two years from that date. The Company expects to phase out use of the Rugby
tradename during this period.




                                  Page 5 of 34
<PAGE>   6



EMPLOYEES

    As of December 31, 2000 the Company employed 2,767 persons, of which
approximately 10% were represented by unions. Huttig has not experienced any
strikes or other work interruptions in recent years and has maintained generally
favorable relations with its employees. The following table shows the
approximate breakdown by job function of the Company's employees:

               Distribution centers...................                1,824
               Field Sales............................                  465
               Manufacturing..........................                  344
               Office and Corporate Administration....                  134

ITEM 2--PROPERTIES

    The Company's corporate headquarters are located at 14500 South Outer Forty
Road, Chesterfield, Missouri 63017, in leased facilities. Its manufacturing
facility for softwood mouldings is a 280,000-square foot facility owned by
Huttig and located in Prineville, Oregon. Half of the Company's distribution
centers are leased and the remainder are owned. The Company's facilities serve
45 states. Warehouse space at Huttig's distribution centers aggregates
approximately 4.4 million square feet. Distribution centers range in size from
12,000 square feet to 160,000 square feet. The types of facilities at these
centers vary by location, from traditional wholesale distribution warehouses
that may have particular value-added service capabilities such as pre-hung door
operations, to traditional lumber yards, and to builder support facilities with
broad product offerings and capabilities for a wide range of value-added
services. Huttig believes that its locations are well maintained and adequate
for their purposes.

    The following table sets forth the geographic location of the Company's
distribution centers as of December 31, 2000:

                                                        NUMBER OF
                           REGION                       LOCATIONS
                           ------                       ---------
                  Florida.................                  5
                  Lake Central (Great Lakes)                4
                  Mid-Atlantic............                  9
                  Midwest.................                 17
                  New England.............                 10
                  Northern California.....                  1
                  Southeast...............                  7
                  Southwest...............                  2
                  Western.................                  7
                                                           --
                  Total...................                 62

ITEM 3--LEGAL PROCEEDINGS

    Huttig is involved in various lawsuits, claims and proceedings arising in
the ordinary course of its business. While the outcome of any lawsuits, claims
or proceedings cannot be predicted, Huttig does not believe that the disposition
of any pending matters will have a material adverse effect on its financial
condition, results of operations or liquidity.

ENVIRONMENTAL MATTERS

    The Company is subject to federal, state and local environmental laws and
regulations. Huttig has been identified as a potentially responsible party in
connection with the clean up of contamination at two sites. In addition, some of
the Company's distribution centers are located in areas of current or former
industrial activity where environmental contamination may have occurred, and for
which Huttig, among others, could be held responsible. The Company does not
believe that the ultimate resolution of the environmental matters will have a
material adverse effect on the Company's financial position, results of
operation, or cash flow. The Company believes that it is in compliance with
applicable laws and regulations regulating the discharge of hazardous substances
into the environment at the remainder of its facilities.



                                  Page 6 of 34
<PAGE>   7



REGULATION

    The Company's trailer equipment is subject to various federal and state
licensing and operating regulations as well as to various industry standards.
The Federal Highway Administration (the "FHWA") published a rule, effective June
1, 1999 requiring motor carriers engaged in interstate commerce to install
retroreflective tape or reflex reflectors on the sides and rear of all trailers
that (i) were manufactured prior to December 1, 1993, (ii) have an overall width
of 80 inches or more and (iii) have a gross vehicle weight rating of 10,000 lbs.
or more. The FHWA has mandated the installation be completed by June 1, 2001.
The Company currently estimates that as of December 31, 2000 the remaining
expenditures for the Company to comply with the regulation will not be material.
Costs to install the reflective tape have been and will continue to be
capitalized and depreciated over the remaining life of the specific trailers.

ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to shareholders of the Company during the fourth quarter
of 2000.

                        EXECUTIVE OFFICERS OF THE COMPANY

    The Company's executive officers as of February 23, 2001 and their
respective ages and positions are set forth below.

                 NAME             AGE                     POSITION
        ---------------------     ---     ------------------------
        Barry J. Kulpa......       53     President and Chief Executive Officer
        Kenneth E. Thompson        56     Vice President, Administration, Chief
                                          Financial Officer and Secretary
        David Dean..........       57     Treasurer
        Thomas S. McHugh           36     Corporate Controller
        George M. Dickens, Jr.     38     Regional Vice President
        Daniel J. Geller....       39     Regional Vice President
        Carl A. Liliequist..       47     Regional Vice President
        John G. Olson.......       46     Regional Vice President

    Set forth below are the positions held with the Company, and other principal
occupations and employment during the past five years of Huttig's executive
officers. Except for Messrs. Kulpa, Dean, and McHugh, each executive officer of
the Company serves in his capacity pursuant to the terms of an employment
agreement with the Company.

    Barry J. Kulpa has served as the Company's President and Chief Executive
Officer since October of 1997. Prior to joining Huttig, Mr. Kulpa served as
Senior Vice President and Chief Operating Officer of Dal-Tile International
(manufacturer and distributor of ceramic tile) from 1994 to 1997. From 1992 to
1994, he was Vice President and Chief Financial Officer of David Weekley Homes,
a regional homebuilder.

    Kenneth E. Thompson has served as the Company's Vice President,
Administration and Chief Financial Officer since July of 2000. Prior to joining
Huttig, Mr. Thompson was employed by Baker Hughes, Inc. in the following
capacities: Division Vice President of Manufacturing (petroleum services
company), 1998-2000; Division Vice President of Finance, 1993-1998; Division
Vice President of Marketing, 1991-1993.

    David Dean has served as Treasurer of Huttig since January 2000. Previously,
Mr. Dean served as the Controller of Huttig since August of 1992.

    Thomas S. McHugh has served as the Company's Corporate Controller since May
2000. From 1993 until joining Huttig, Mr. McHugh worked at XTRA Corporation, an
international lessor of transportation equipment, most recently as Corporate
Controller.

    George M. Dickens, Jr. has been a Regional Vice President of the Company
since December 1999. From 1997 until 1999, Mr. Dickens was a Vice President of
Rugby Building Products Millwork Division. From 1996 to 1997, Mr. Dickens was
the President of Rugby's Midwest Division. From 1990 until 1996, Mr. Dickens was
Branch General Manager for Rugby.



                                  Page 7 of 34
<PAGE>   8



    Daniel J. Geller has been a Regional Vice President of the Company since
December 1999. From 1997 to 1999, Mr. Geller was Regional District Manager at G.
E. Supply (wholesale distributor of electrical supplies), a division of General
Electric Co. From 1995 to 1997, Mr. Geller served as a General Manager at G. E.
Supply and as Branch Manager from 1991 to 1995.

    Carl A. Liliequist has served as a Regional Vice President of the Company
since Huttig's acquisition of PGL Building Products in July of 1988.

    John G. Olson has been a Regional Vice President since March 2000. Mr. Olson
joined Huttig in 1998 as General Manager of the Southern California branch. From
1992 to 1998, Mr. Olson was the General Manager of Trimco Millwork.


                                     PART II

ITEM 5--MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

    The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "HBP" and began trading on December 8, 1999.

    At February 23, 2001, there were approximately 3,332 holders of record of
the Company's Common Stock. The following table sets forth the range of high and
low sale prices of the Company's Common Stock on the New York Stock Exchange
Composite Tape during each fiscal quarter of the fiscal year ended December 31,
2000.

                ----------------------------- ---------- -----------
                                                HIGH        LOW
                ----------------------------- ---------- -----------
                Fourth Quarter - 1999 (1)        $ 5.06      $ 3.44
                ----------------------------- ---------- -----------
                First Quarter - 2000               5.00        3.88
                ----------------------------- ---------- -----------
                Second Quarter - 2000              5.00        4.13
                ----------------------------- ---------- -----------
                Third Quarter - 2000               5.00        4.00
                ----------------------------- ---------- -----------
                Fourth Quarter - 2000              4.94        3.88
                ----------------------------- ---------- -----------

                (1)  The Company's common stock began trading on December 8,
                     1999 and the information presented is for the period from
                     December 8, 1999 to December 31, 1999.

    The Company anticipates that cash dividends will not be paid on Huttig
Common Stock in the foreseeable future in order to conserve cash for use in
Huttig's business, for possible acquisitions and for debt reduction. The
Company's loan agreements contain covenants that restrict the payment of
dividends and repurchases of common stock.

ITEM 6--SELECTED CONSOLIDATED FINANCIAL DATA

    The following table summarizes certain selected financial data of Huttig for
each of the five years in the period ended December 31, 2000. The information
contained in the following table may not necessarily be indicative of Huttig's
past or future performance as a separate stand-alone company. Such historical
data should be read in conjunction with "Management's Discussion and Analysis of
Results of Operations and Financial Condition" and Huttig's financial statements
and notes thereto included elsewhere in this report.



                                  Page 8 of 34
<PAGE>   9




<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                       --------------------------------------------------------
                                         2000         1999        1998        1997        1996
                                         ----         ----        ----        ----        ----
                                                 (IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                    <C>           <C>         <C>         <C>         <C>
INCOME STATEMENT DATA:
Net Sales .....................        $1,072.9      $800.3      $707.5      $625.5      $595.1
Depreciation and amortization .             7.3         6.6         5.6         4.4         4.9
Operating profit ..............            34.0        22.8        28.6        19.8        22.1
Interest expense, net .........            11.1         7.8         6.9         4.5          .2
Income before taxes and
extraordinary item ............            22.9        14.4        21.8        14.8        20.8
Provision for income taxes ....             8.5         5.9         8.2         5.8         8.5
Net income ....................            13.6         8.5        13.6         9.1        12.3
Net income per share (basic and
  diluted) ....................             .66         .59        1.17         .65         .88
BALANCE SHEET DATA (AT END OF
  PERIOD):
Total assets ..................           249.2       301.3       218.5       154.0       206.4
Debt -- Bank and capital leases            81.1       122.1         1.4         1.7         2.1
Note Payable -- Former parent .              --          --        93.9        67.1          --
Total shareholder's equity ....            81.0        67.3        41.5        27.8       148.7
</TABLE>


ITEM 7--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FISCAL 2000 COMPARED TO FISCAL 1999

    Revenue increased 34.1% from $800.3 million in 1999 to $1,072.9 million in
2000. Although the 1999 acquisition of Rugby contributed $384.1 million to total
revenues in 2000, this increase was offset by a decrease in same-branch sales of
14% or $112.0 million. Contributing to the decrease in same branch sales was
deterioration in commodity wood prices which is believed to have negatively
impacted revenues by $42.0 million versus 1999. Additionally, the Company
stopped distributing Andersen(R) products in October 2000. In 2000, total sales
of Andersen(R) products was $63.8 million compared to $79.7 million in 1999.

    Gross profit grew 35.5% to $218.4 million in 2000. The increase resulted
primarily from the Rugby acquisition discussed above and was offset by a
decrease in same-branch results of 11% or $17.0 million and the deterioration in
commodity wood prices which is believed to have negatively impacted gross profit
by $8.0 million. Gross profit as a percentage of sales was 20.4% in 2000 versus
20.2% in 1999. Gross profit in 2000 was also negatively impacted by $1.1 million
of restructuring charges discussed below.

    Operating expenses increased by $53.1 million from 1999. This increase
included approximately $51.0 million attributable to the acquisition of Rugby
and was offset by a decrease in same-branch expenses of $7.0 million. Operating
expenses in 2000 include $6.0 million of non-recurring costs incurred as a
result of the restructuring activities described below. Operating expenses in
1999 includes a $5.9 million gain from the curtailment of the Company's
post-retirement health benefit plan which was partially offset by $3.0 of other
one time costs. Operating expenses as a percent of sales were 16.9% in 2000 vs.
16.0% in 1999. Excluding the impact of one time costs and gains, operating
expenses as a percent of sales would have been 16.4% in 2000 and 1999.

    As a result of the contribution from Rugby, operating profit in 2000 was
$34.0 million versus $22.8 million in 1999. Operating profit in 2000 includes
$9.2 million of restructuring charges and other costs the Company incurred to
integrate Rugby and restructure the Company's operations. Included in the $9.2
million are $2.1 million of restructuring charges related to discontinuing the
distribution of Andersen(R) products in the fourth quarter of 2000. These
incremental costs were offset by $6.5 million of gains on sale of excess
properties. Excluding these items, operating profit would have been $36.7
million or 3.4% of sales in 2000.

    Non-recurring charges, which are included in cost of sales, operating
expenses, and restructuring charges on the income statement totaled $9.2 million
in 2000. This includes $1.1 million of restructuring charges for inventory
impairment which is recorded as an increase to cost of sales. Included in the
$2.1 million of Andersen restructuring charges are costs for lease terminations,
severance and other costs associated with the closing and/or consolidation of
the Company's distribution facilities. In addition to the $3.2 million of
restructuring costs, the Company incurred an additional $6.0 million of
non-recurring costs that were not chargeable against



                                  Page 9 of 34
<PAGE>   10

reserves and are included in operating expenses. The $9.2 million of
non-recurring costs were offset by $6.5 million of gains on sale from the
disposition of the Company's excess properties and other assets.

    Interest expense increased $3.3 million primarily as a result of higher
average debt outstanding and other expense declined $0.6 million.

FISCAL 1999 COMPARED TO FISCAL 1998

    Revenue increased 13.1% from $707.4 million in 1998 to $800.3 million in
1999. $52.0 million of this increase was due to the 1998 mid-year acquisitions
of Consolidated Lumber Company and Number One Supply and $16.0 million was due
to the Cherokee and Rugby acquisitions in May and December, 1999, respectively.
The balance was attributable to same-branch sales growth of 4%.

    Gross profit grew $18.0 million to $161.2 million in 1999. $14.0 million
resulted from the acquisitions discussed above and $4.0 million from the
increase in same-branch sales. Gross profit as a percentage of sales was 20.2%,
unchanged from 1998. Gross profit in 1999 was negatively impacted by $3.0
million of non-recurring charges discussed below. Excluding the $3.0 million in
non-recurring charges, gross profit as a percentage of sales would have been
20.5% in 1999. Gross profit as a percentage of sales on a same-branch basis
excluding the non-recurring charges increased 0.2% from 20.0% in 1998 to 20.2%
in 1999.

    Total operating expenses, increased by $17.7 million from 1998 to 1999. This
increase included approximately $6.0 million attributable to the Company's
acquisitions and $18.0 million related to an increase in same-branch expenses.
These were partially offset by $5.9 million of non-recurring gains resulting
from the curtailment of the Company's post retirement health benefit plan
described below. Operating expenses as a percent of sales were 16.0% in 1999, as
compared to 15.6% in 1998.

    Non-recurring charges in 1999 totaled $8.2 million, including $5.3 million
of restructuring reserves from lease terminations, severance, inventory
impairment and other costs associated with the closing and/or consolidation of
some of the Company's distribution facilities, $1.5 million of unreported
insurance claims and $1.4 million related to environmental and other costs. In
addition, the Company assumed accruals totaling $4.7 million included in the
Rugby USA acquisition costs related to lease and contract terminations,
severance, inventory impairment and other costs associated with the closing
and/or consolidation of four Rugby USA distribution centers and the Rugby USA
corporate office. The non-recurring costs were partially offset by the $5.9
million non-recurring gain from the curtailment of the Company's post-retirement
health benefit plan.

LIQUIDITY AND CAPITAL RESOURCES

    Huttig has depended primarily on the cash generated from its own operations
to finance its needs. The combination of income from operations and cash
generated from improved working capital management has been used to finance
capital expenditures and seasonal working capital needs. Huttig's working
capital requirements are generally greatest in the first eight months of the
year and Huttig generates cash from working capital reductions in the last four
months of the year. A continuing management focus to improve inventory turnover
and accounts receivable and accounts payable days outstanding resulted in
reduced working capital of $41.5 million from December 31, 1999 to December 31,
2000. Inventory turns averaged 7.1 in 2000 compared to 7.9 in 1999 and 7.8 in
1998. Prior to the Spin-Off, to the extent internal funds generated were
insufficient, Huttig borrowed from Crane and to the extent cash generated by
Huttig was greater than current requirements, the cash was returned to Crane. In
particular, Huttig historically had borrowed from Crane to finance acquisitions,
but has typically been able to generate cash sufficient to finance all other
needs. In 2000, capital expenditures of $5.6 million were financed from cash
generated from operations.

    During April 2000, the Company closed on a new $200.0 million secured
revolving credit facility. The rate on the facility is LIBOR plus a variable
rate based on the Company's ratio of debt to earnings before interest, taxes,
depreciation and amortization ("EBITDA"). At December 31, 2000, the Company had
outstanding three interest rate swap contracts having a total notional amount of
principal of $80.0 million. The swap contracts currently provide for a fixed
weighted average rate of 8.9% on $80.0 million of the Company's revolving credit
borrowings. The remainder of the outstanding borrowings under the revolving
credit agreement are currently at a floating rate of LIBOR plus 175 basis
points. The proceeds from the $200.0 million facility were used to retire a
previously existing $125.0 million facility and a $25.0 million term loan. In
conjunction with the refinancing of the previously existing facility, the
Company recorded an extraordinary expense of $0.8 million for the write-off of
unamortized loan fees.

    Huttig expects to continue to finance seasonal working capital requirements
and acquisitions through cash from operations and the



                                 Page 10 of 34
<PAGE>   11

secured $200.0 million credit facility.

CYCLICALITY AND SEASONALITY

    Huttig's sales depend heavily on the strength of the national and local new
residential construction and home improvement and remodeling markets. The
strength of these markets depends on new housing starts and residential
renovation projects, which are a function of many factors beyond Huttig's
control, including interest rates, employment levels, availability of credit,
prices of commodity wood products and consumer confidence. Future downturns in
the markets that Huttig serves could have a material adverse effect on Huttig's
operating results or financial condition. In addition, because these markets are
sensitive to cyclical changes in the economy in general, future downturns in the
economy could have a material adverse effect on Huttig's financial condition and
results of operations.

    Huttig's first quarter and, to a lesser extent, its fourth quarter, are
typically adversely affected by winter construction cycles and weather patterns
in colder climates as the level of activity in the new construction and home
improvement markets decreases. Because much of Huttig's overhead and expense
remains relatively fixed throughout the year, its profits also tend to be lower
during the first and fourth quarters. The effects of winter weather patterns on
Huttig's business are offset somewhat by the increase in residential
construction activity during the same period in the deep South, Southwest and
Southern California markets in which Huttig participates.

ENVIRONMENTAL REGULATION

    Huttig is subject to federal, state and local environmental laws and
regulations. Huttig has been identified as a potentially responsible party in
connection with the clean up of contamination at two sites. In addition, some of
Huttig's distribution centers are located in areas of current or former
industrial activity where environmental contamination may have occurred, and for
which Huttig, among others, could be held responsible. Huttig does not believe
that its contribution to the clean up of the two sites will be material or that
there are any material environmental liabilities at any of its distribution
center locations. Huttig believes that it is in compliance with applicable laws
and regulations regulating the discharge of hazardous substances into the
environment. However, there can be no assurance that environmental liabilities
will not have a material adverse effect on Huttig's financial condition or
results of operations.

NEW ACCOUNTING PRONOUNCEMENTS

    SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,
as amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133, and SFAS
No. 138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities, is effective for the Company beginning January 1, 2001. SFAS No. 133
establishes accounting and reporting standards requiring that derivative
instruments be recorded in the balance sheet as either an asset or liability
measured at its fair value.

ITEM 7A--QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Huttig has exposure to market risk as it relates to effects of changes in
interest rates. The Company had $80.0 million and $120.7 of variable rate debt
outstanding at December 31, 2000 and 1999, respectively. A hypothetical 100
basis point increase in the LIBOR rate would have had an unfavorable impact of
$0.4 million on the Company's earnings and cash flows during the year ended
December 31, 2000. Huttig's exposure to interest rate fluctuation is mitigated
by the interest rate swap agreements it has in place. The total notional amount
of the swap agreements is $80.0 million with a weighted average interest rate of
8.9%

    Huttig does not generate significant income from non-U.S. sources and
accordingly, changes in foreign currency exchange rates do not generally have a
direct effect on Huttig's financial position. Huttig is subject to periodic
fluctuations in the price of wood commodities. Profitability is influenced by
these changes as prices change between the time Huttig buys and sells the wood.
In addition, to the extent changes in interest rates affect the housing and
remodeling market, Huttig would be affected by such changes.



                                 Page 11 of 34
<PAGE>   12



ITEM 8--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


                          INDEPENDENT AUDITORS' REPORT

To the Shareholders of
   Huttig Building Products, Inc.:

    We have audited the accompanying consolidated balance sheets of Huttig
Building Products, Inc. and its subsidiaries (the "Company") as of December 31,
2000 and 1999, and the related consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 2000. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of the Company at
December 31, 2000 and 1999, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended December 31,
2000 in conformity with accounting principles generally accepted in the United
States of America.

DELOITTE & TOUCHE LLP
St. Louis, Missouri

January 22, 2001



                                 Page 12 of 34
<PAGE>   13



                 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31,

                        (IN MILLIONS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                   2000              1999
                                                                   ----              ----
<S>                                                              <C>               <C>
        ASSETS
        CURRENT ASSETS:
          Cash and equivalents .........................         $    3.6          $    6.8
          Accounts receivable, net .....................             83.5             116.6
          Inventories ..................................             71.5              78.1
          Other current assets .........................              2.8               4.0
                                                                 --------          --------
             Total current assets ......................            163.3             205.6
                                                                 --------          --------

        PROPERTY, PLANT AND EQUIPMENT
        At cost:
          Land .........................................              6.7               7.3
          Buildings and improvements ...................             34.6              36.7
          Machinery and equipment ......................             30.9              28.7
                                                                 --------          --------
            Gross property, plant and equipment ........             72.2              72.7
          Less accumulated depreciation ................             32.6              33.2
                                                                 --------          --------
            Property, plant and equipment -- net .......             39.6              39.5

        OTHER ASSETS:
          Costs in excess of net assets acquired, net ..             36.6              38.9
          Other ........................................              5.3               3.7
          Deferred income taxes ........................              6.3              13.6
                                                                 --------          --------
             Total other assets ........................             46.3              56.2
                                                                 --------          --------
        TOTAL ..........................................         $  249.2          $  301.3
                                                                 ========          ========
</TABLE>

                 See notes to consolidated financial statements.



                                 Page 13 of 34
<PAGE>   14


                 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31,

                        (IN MILLIONS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                 2000           1999
                                                                 ----           ----
<S>                                                            <C>            <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current maturities of debt ...........................       $     .2       $     .3
  Accounts payable-- trade and collections as agents ...           63.1           72.5
  Income taxes payable .................................             --            5.3
  Accrued payrolls .....................................            9.6            9.2
  Accrued insurance ....................................            4.3            6.2
  Other accrued liabilities ............................            8.6           15.8
                                                               --------       --------
     Total current liabilities .........................           85.8          109.3
NON-CURRENT LIABILITIES:
  Debt .................................................           80.9          121.8
  Accrued postretirement benefits ......................            1.5            2.1
  Deferred credit ......................................             --             .8
                                                               --------       --------
     Total non-current liabilities .....................           82.4          124.7
                                                               --------       --------
COMMITMENTS AND CONTINGENCIES (Note 9)
SHAREHOLDERS' EQUITY:
  Preferred shares, $.01 par (5,000,000 shares
     authorized) .......................................             --             --
  Common shares, 2000 --- $.01 par (50,000,000
shares authorized, 20,866,145 shares issued),
1999-- $.01 par (50,000,000 shares authorized, 20,797,812
shares issued) .........................................             .2             .2
 Additional paid-in capital on common stock ............           33.2           32.9
 Retained earnings .....................................           49.1           35.5
 Unearned compensation - restricted stock ..............            (.4)           (.2)
 Less: Treasury shares (278,433 shares at cost) ........           (1.1)          (1.1)
                                                               --------       --------
     Total shareholders' equity ........................           81.0           67.3
                                                               --------       --------
TOTAL ..................................................       $  249.2       $  301.3
                                                               ========       ========
</TABLE>

                 See notes to consolidated financial statements.



                                 Page 14 of 34
<PAGE>   15



                 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                            YEARS ENDED DECEMBER 31,

                      (IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                      2000              1999              1998
                                                                      ----              ----              ----
<S>                                                                 <C>                <C>               <C>
NET SALES ....................................................      $1,072.9           $ 800.3           $ 707.4
OPERATING COSTS AND EXPENSES:
  Cost of sales ..............................................         854.5             639.1             564.2
  Operating expenses .........................................         181.5             128.4             110.7
  Depreciation and amortization ..............................           7.3               6.6               5.6
  Restructuring charges, net .................................           2.1               3.1                --
(Gain)Loss on disposal of capital assets .....................          (6.5)               .3              (1.7)
                                                                    --------           -------           -------
     Total operating costs and expenses ......................       1,038.9             777.5             678.8
                                                                    --------           -------           -------
OPERATING PROFIT .............................................          34.0              22.8              28.6
                                                                    --------           -------           -------
OTHER INCOME (EXPENSE):
  Interest expense -- Crane ..................................            --              (7.3)             (6.7)
  Interest expense -- net ....................................         (11.1)              (.5)              (.2)
  Other miscellaneous -- net .................................            --               (.6)               .1
                                                                    --------           -------           -------
     Total other expense -- net ..............................         (11.1)             (8.4)             (6.8)
                                                                    --------           -------           -------
INCOME BEFORE TAXES ..........................................          22.9              14.4              21.8
PROVISION FOR INCOME TAXES ...................................           8.8               5.9               8.2
                                                                    --------           -------           -------
INCOME BEFORE EXTRAORDINARY ITEM .............................          14.1               8.5              13.6
  Extraordinary item (less applicable income
  taxes of $.3 million) ......................................           (.5)               --                --
                                                                    --------           -------           -------
NET INCOME ...................................................      $   13.6           $   8.5           $  13.6
                                                                    ========           =======           =======

NET INCOME PER BASIC SHARE BEFORE EXTRAORDINARY ITEM .........           .68               .59              1.17
LOSS PER SHARE FROM EXTRAORDINARY ITEM .......................          (.02)               --                --
                                                                    --------           -------           -------
NET INCOME PER BASIC SHARE ...................................           .66               .59              1.17
AVERAGE BASIC SHARES OUTSTANDING (Thousands) .................        20,584            14,260            13,973

NET INCOME PER DILUTED SHARE BEFORE EXTRAORDINARY ITEM .......           .68               .59              1.17
LOSS PER SHARE FROM EXTRAORDINARY ITEM .......................          (.02)               --                --
                                                                    --------           -------           -------
NET INCOME PER DILUTED SHARE .................................           .66               .59              1.17

AVERAGE DILUTED SHARES OUTSTANDING (Thousands) ...............        20,597            14,260            13,973
</TABLE>

                 See notes to consolidated financial statements.



                                 Page 15 of 34
<PAGE>   16



                 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   YEARS ENDED DECEMBER 31, 1998, 1999 & 2000

                                  (IN MILLIONS)

<TABLE>
<CAPTION>
                                               COMMON                                      UNEARNED
                                               SHARES        ADDITIONAL                 COMPENSATION -    TREASURY        TOTAL
                                            OUTSTANDING,      PAID-IN      RETAINED       RESTRICTED      SHARES,     SHAREHOLDERS'
                                            AT PAR VALUE      CAPITAL      EARNINGS         STOCK         AT COST        EQUITY
                                            ------------      -------      --------         -----         -------        ------

<S>                                         <C>              <C>           <C>          <C>               <C>         <C>
BALANCES, January 1, 1998 ..............       $   --          $  .7        $ 27.1           $ --          $  --          $ 27.8
  Net income ...........................           --                         13.6                            --            13.6
                                               ------          -----        ------           ----          -----          ------
BALANCES, December 31, 1998 ............       $   --          $  .7        $ 40.7           $ --          $  --          $ 41.4
  Dividends paid to Crane                                                    (13.7)                                        (13.7)
  Capital contribution from
     Crane .............................                         4.5                                                         4.5
  Recapitalization in connection
     with spin-off from Crane ..........           .1            1.0                                        (1.1)             --
  Shares issued in acquisition of
     Rugby USA .........................           .1           26.5                                                        26.6
  Restricted stock issued, net of
  amortization expense .................                          .2                          (.2)                            --
  Net income ...........................           --             --           8.5             --             --             8.5
                                               ------          -----        ------           ----          -----          ------
BALANCES, December 31, 1999 ............           .2           32.9          35.5            (.2)          (1.1)           67.3
Net Income .............................                                      13.6                                          13.6
  Restricted stock issued, net of
  amortization expense .................           --             .3            --            (.2)            --              .1
                                               ------          -----        ------           ----          -----          ------
BALANCES, December 31, 2000 ............           .2           33.2          49.1            (.4)          (1.1)           81.0
</TABLE>

                 See notes to consolidated financial statements.



                                 Page 16 of 34
<PAGE>   17



                 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            YEARS ENDED DECEMBER 31,

                                  (IN MILLIONS)

<TABLE>
<CAPTION>
                                                             2000               1999                1998
                                                             ----               ----                ----
<S>                                                        <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income .........................................     $  13.6             $   8.5             $ 13.6
  Loss (gain) on disposal of capital assets ..........        (6.5)                 .3               (1.6)
  Depreciation .......................................         4.4                 3.6                3.5
  Amortization .......................................         2.9                 2.9                2.0
  Deferred taxes .....................................         7.3                 3.0                (.1)
  Accrued postretirement benefits ....................         (.6)               (5.2)                .6
  Changes in operating assets and liabilities
     (exclusive of acquisitions):
     Accounts receivable .............................        33.1                11.2               (1.9)
     Inventories .....................................         6.6                 5.1                2.1
     Accounts payable ................................        (9.4)               (8.9)              16.6
     Accrued liabilities .............................       (14.6)                2.4                2.8
     Other ...........................................        (2.7)                (.2)              (3.4)
                                                           -------             -------             ------
     Total cash from operating activities ............        34.1                22.7               34.2
                                                           -------             -------             ------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures ...............................        (5.6)               (8.5)              (5.8)
  Cash received (used) in acquisitions ...............          --                  .1              (44.8)
  Proceeds from disposition of capital assets ........         9.2                 2.4                7.7
                                                           -------             -------             ------
     Total cash from investing activities ............         3.6                (6.0)             (42.9)
                                                           -------             -------             ------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash dividend paid to Crane                                                     --                (13.7)
  Payments of debt ...................................      (120.9)             (126.3)               (.4)
  Borrowings of debt .................................        80.0               120.7
  Proceeds from Crane ................................          --                  --               16.3
                                                           -------             -------             ------
     Total cash from financing activities ............       (40.9)              (19.3)              15.9
                                                           -------             -------             ------
(DECREASE) INCREASE IN CASH AND EQUIVALENTS ..........        (3.2)               (2.6)               7.2
CASH AND EQUIVALENTS, BEGINNING OF YEAR ..............         6.8                 9.4                2.2
                                                           -------             -------             ------
CASH AND EQUIVALENTS, END OF YEAR ....................     $   3.6             $   6.8             $  9.4
                                                           =======             =======             ======
</TABLE>

                 See notes to consolidated financial statements.



                                 Page 17 of 34
<PAGE>   18



                 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            YEARS ENDED DECEMBER 31,

                                  (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                       2000            1999             1998
                                                                       ----            ----             ----
<S>                                                                    <C>             <C>              <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Interest paid ...............................................     $9.3            $ 9.5            $6.9
     Income taxes paid ...........................................     $7.0            $ 4.3            $4.5
NON-CASH FINANCING ACTIVITY:
     Capital contribution from Crane through reduction of
       payable to Crane ..........................................     $ --            $ 4.5            $ --
     Liabilities assumed in connection with asset
       acquisitions ..............................................     $2.2            $74.3            $4.2
</TABLE>



                 See notes to consolidated financial statements.



                                 Page 18 of 34
<PAGE>   19



                 HUTTIG BUILDING PRODUCTS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

                        (IN MILLIONS, EXCEPT SHARE DATA)

1.  ACCOUNTING POLICIES AND PROCEDURES

    ORGANIZATION -- Huttig Building Products, Inc. and subsidiaries (the
    "Company" or "Huttig") is a distributor of doors, windows, moulding, trim
    and related building products in the United States and operates one finished
    lumber production plant. The Company primarily sells its products for new
    residential construction and renovation. The Company was formerly a wholly
    owned subsidiary of Crane Co. ("Crane") through Crane International
    Holdings, a direct subsidiary of Crane. On December 16, 1999, Crane
    distributed all of the outstanding common stock of the Company to Crane's
    stockholders. In addition, on December 16, 1999, the Company acquired the
    building products and millwork branches of Rugby USA ("Rugby"), a subsidiary
    of Rugby Group PLC.

    PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements include
    the accounts of Huttig Building Products, Inc. and its wholly owned
    subsidiaries. All significant intercompany accounts and transactions have
    been eliminated.

    REVENUE RECOGNITION -- Revenues are generally recorded when title passes to
    the customer, which occurs upon delivery of product, or when services are
    rendered.

    USE OF ESTIMATES -- The preparation of the Company's 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 the disclosure of
    contingent assets and liabilities at the date of the financial statements
    and the reported amounts of revenues and expenses during the reporting
    period. Actual results may differ from these estimates.

    RECLASSIFICATIONS -- Certain prior year amounts have been reclassified to
    conform to the current year presentation.

    INVENTORIES -- Inventories are stated at the lower of cost or market.
    Substantially, all of the Company's inventory is finished goods.
    Approximately 79% and 80% of inventories were determined by using the LIFO
    (last in, first out) method of inventory valuation as of December 31, 2000
    and 1999, respectively; the remainder were determined by the FIFO (first in,
    first out) method. Had the Company used the FIFO method of inventory
    valuation for all inventories, net income would have decreased by $0.9
    million, $1.2 million and $2.6 million in 2000, 1999 and 1998, respectively.
    During 2000, 1999 and 1998, the LIFO inventory quantities were reduced,
    resulting in a partial liquidation of the LIFO bases, the effect of which
    increased net income by $1.7 million, $1.6 million and $1.9 million,
    respectively. The replacement cost would be higher than the LIFO valuation
    by $10.6 million in 2000 and $13.3 million in 1999.

    PROPERTY, PLANT AND EQUIPMENT -- Property, plant and equipment are stated at
    cost. Depreciation is computed using the straight-line method over the
    estimated useful lives of the respective assets which range from 3 to 25
    years.

    CASH AND EQUIVALENTS - The Company considers all liquid interest-earning
    investments with a maturity of three months or less at the date of purchase
    to be cash equivalents.

    OTHER ASSETS/LIABILITIES -- Costs in excess of net assets acquired are
    amortized on a straight-line basis over 15 to 40 years. Other intangible
    assets are amortized on a straight-line basis over their estimated useful
    lives which range from two to five years.

    VALUATION OF LONG-LIVED ASSETS -- The Company periodically evaluates the
    carrying value of its long-lived assets, including goodwill and other
    tangible assets, when events and circumstances warrant such a review. The
    carrying value of a long-lived asset is considered impaired when the
    anticipated undiscounted cash flow from such asset is separately
    identifiable and is less than its carrying value. In that event, a loss is
    recognized based on the amount by which the carrying value exceeds the fair
    market value of the long-lived asset. Fair market value is determined
    primarily using the anticipated cash flows discounted at a rate commensurate
    with the risk involved.



                                 Page 19 of 34
<PAGE>   20




    SERVICES PROVIDED BY CRANE -- Prior to the Spin-off, Crane supplied the
    Company certain shared services including insurance, legal, tax and treasury
    functions. The costs associated with these services were charged to the
    Company through an intercompany account based upon specific identification.

    INCOME TAXES -- Through the date of its Spin-off from Crane, the Company was
    included in the federal income tax return of Crane. The Company was charged
    its proportionate share of federal income taxes determined as if it filed a
    separate federal income tax return. Income tax payments represented payments
    of intercompany balances. Subsequent to December 16, 1999, the date of the
    Spin-off, Huttig filed stand-alone federal tax returns. Deferred income
    taxes reflect the impact of temporary differences between assets and
    liabilities recognized for financial reporting purposes and such amounts
    recognized for tax purposes using currently enacted tax rates.

    EARNINGS PER SHARE -- Basic earnings per share is computed by dividing
    income available to common stockholders by weighted average shares
    outstanding. Diluted earnings per share reflects the effect of all other
    outstanding common stock equivalents using the treasury stock method.

    ACCOUNTING FOR STOCK-BASED COMPENSATION - Statement of Financial Accounting
    Standards Number 123 (SFAS No. 123), "Accounting for Stock-Based
    Compensation", sets forth a fair value based method of recognizing
    stock-based compensation expense. As permitted by SFAS No. 123, the Company
    has elected to apply APB No. 25, "Accounting for Stock Issued to
    Employees", to account for its stock-based compensation plans.

    ACCOUNTING FOR HEDGING ACTIVITIES - The Company has interest rate swap
    agreements that are used to hedge interest rate risk on the Company's
    variable rate borrowings. These swap agreements are off-balance sheet and
    therefore have no carrying value.

    CONCENTRATION OF CREDIT RISK -- The Company is engaged in the distribution
    of building products throughout the United States. The Company grants
    credit to customers, substantially all of whom are dependent upon the
    construction economic sector. The Company continuously evaluates its
    customers' financial condition but does not generally require collateral.
    The concentration of credit risk with respect to trade accounts receivable
    is limited due to the Company's large customer base located throughout the
    United States. The Company maintains an allowance for doubtful accounts
    based upon the expected collectibility of its accounts receivable.

    ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - SFAS No.
    133, Accounting for Derivative Instruments and Hedging Activities, as
    amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging
    Activities - Deferral of the Effective Date of FASB Statement No. 133, and
    SFAS No. 138, Accounting for Certain Derivative Instruments and Certain
    Hedging Activities, is effective for the Company beginning January 1, 2001.
    SFAS No. 133 establishes accounting and reporting standards requiring that
    derivative instruments be recorded in the balance sheet as either an asset
    or liability measured at its fair value. SFAS No. 133 also requires that
    changes in the derivatives fair value be recognized currently in earnings
    unless specific hedge accounting criteria are met. The derivative financial
    instruments that the Company holds are interest rate swaps that are used to
    hedge interest rate risks related to its variable rate borrowings and are,
    therefore, held for purposes other than trading.

    As a result of adopting SFAS No. 133 on January 1, 2001, the Company will
    record a $2.8 million adjustment to increase debt to its estimated fair
    value and will record an offsetting amount in shareholder's equity as Other
    Comprehensive Income.

2.  SPIN-OFF FROM CRANE

    On December 16, 1999, the Company completed its tax-free Spin-off from
    Crane. Crane made a capital contribution of $4.5 million to the Company.
    Then Crane distributed all issued and outstanding shares of Huttig common
    stock, together with accompanying preferred share purchase rights (see Note
    7), to holders of record of Crane common stock as of the close of business
    on December 8, 1999. The Spin-off was made on the basis of one share of
    Huttig common stock for every 4.5 shares of Crane common stock.



                                 Page 20 of 34
<PAGE>   21



3.  ACQUISITIONS

    Costs in excess of net assets acquired consists of the following at December
    31:

                                                               2000      1999
                                                               ----      ----
               Costs in excess of net assets acquired ....    $47.6      $47.6
                 Accumulated amortization.................     11.0        8.7
                                                              -----      -----
                  Total-- net.............................    $36.6      $38.9
                                                              =====      =====

    On December 16, 1999 the Company completed its acquisition of Rugby. Crane,
    Huttig and Rugby Group PLC entered into a Share Exchange Agreement which
    provided for the transfer to Huttig of all the outstanding capital stock of
    Rugby USA in exchange for 6.5 million newly issued shares of Huttig common
    stock. As a result of this exchange, Rugby USA became a wholly owned
    subsidiary of Huttig.

    The acquisition of Rugby USA was accounted for under the purchase method of
    accounting. The $26.6 million value of the 6.5 million shares of stock
    issued in 1999 was allocated to the assets acquired and liabilities assumed
    based upon their fair values at the closing date. The relative fair values
    of the assets acquired and liabilities assumed were based upon valuations
    and other studies. However, the fair value of the net assets acquired
    exceeded the purchase price resulting in the write-off of all non-current
    assets of Rugby USA and a deferred credit of $.8 million was recorded in
    1999. During fiscal year 2000, the Company determined the ultimate costs
    related to exit plans adopted as part of the acquisition exceeded the
    liabilities that were initially accrued by $2.0 million. Consequently, the
    acquisition cost was increased by this amount. In addition, the deferred
    income tax asset decreased by $2.2 million and the previously reported
    income taxes payable of $1.8 million was reduced to zero. As a result, the
    previously reported deferred credit balance of $0.8 million at December 31,
    1999 was reduced to zero and assets increased by $1.6 million.

    The following table summarizes the allocation of the stock consideration
    paid to the fair value of the assets acquired and the liabilities assumed by
    the Company in connection with the acquisition of Rugby:

                Accounts receivable.......................     $ 42.6
                Inventories...............................       39.4
                Other current assets......................        4.7
                Deferred income taxes -- non-current .....       11.5
                Note payable to Rugby Group PLC...........      (32.0)
                Accounts payable..........................      (26.5)
                Accrued liabilities.......................      (14.7)
                Property, plant & equipment...............        1.6
                                                                -----
                     Stock consideration paid.............      $26.6
                                                                =====

    Costs of $2.3 million for professional fees related to the acquisition were
    included in accrued liabilities in the allocation of the acquisition cost
    above.

    In December 1999, the Company established a $4.7 million reserve for asset
    impairments and costs expected to be incurred to exit certain activities
    connected with the acquisition of Rugby USA, Inc. ("Rugby"). During 2000,
    this reserve increased by $2.2 million as a result of a change in estimate
    of the planned exit costs and the Company also charged $6.7 million of costs
    against this reserve. The remaining balance of $0.2 million is for costs
    related to remaining facility shutdowns. The acquisition of Rugby was
    accounted for by the purchase method and, accordingly, this reserve was
    included in the allocation of the acquisition costs. The Company anticipates
    that the remaining exit activities will be substantially completed in the
    first quarter of 2001.

    During 1999, the Company acquired Cherokee Lumber Company and Cherokee
    Millwork Company, a manufacturer and distributor of lumber and millwork
    products in the Maryville, Tennessee area for a total cost of $1.9 million.
    In connection with the acquisition, the Company recorded approximately $0.6
    million of goodwill which is being amortized on a straight-line basis over
    15 years.

    During 1998, the Company completed two acquisitions. In June, the Company
    acquired Number One Supply, a building products distribution business based
    in Baltimore, Maryland and Raleigh, North Carolina, for a total cost of $4.9
    million. In July, the Company acquired Consolidated Lumber Company, a
    distributor of lumber and millwork products in the greater Kansas City,
    Missouri area for a total cost of $40.0 million. In connection with the
    acquisition of Consolidated Lumber Company, the Company



                                 Page 21 of 34
<PAGE>   22

    recorded $26.2 million of goodwill which is being amortized on a
    straight-line basis over 15 years.

    All acquisitions were accounted for by the purchase method. The results of
    operations for all acquisitions have been included in the financial
    statements from their respective dates of purchase. The following unaudited
    pro forma financial information presents the combined results of operations
    of the Company and Rugby, Number One Supply and Consolidated Lumber as if
    the acquisition of Rugby had taken place at the beginning of 1998. The pro
    forma amounts give effect to certain adjustments including the amortization
    of goodwill and intangibles, increased interest expense and income tax
    effects. This pro forma information does not necessarily reflect the results
    of operations as it would have been if the businesses had been managed by
    the Company during these periods and is not indicative of results that may
    be obtained in the future.

                                                     1999         1998
                                                     ----         ----
            Net sales.........................     $1,247.1     $1,200.6
            Net income........................         13.3         22.4
            Net income per share (basic and
              diluted)........................          .65         1.09

4.  BUSINESS RESTRUCTURING

    In December 1999, the Company established a $5.3 million reserve for
    restructuring costs expected to be incurred under a strategic plan to
    consolidate and integrate various branch operations and support functions.
    During the year, the Company increased this reserve by $1.1 million of which
    $0.3 million was included in cost of sales. Also during the year, $6.2
    million of costs were charged against the reserve, which included $2.5
    million related to inventory impairment. The remaining balance of $0.2
    million is primarily for facility shutdown costs. The Company anticipates
    that the remaining restructuring activities will be completed in the first
    quarter of 2001.

    During the fourth quarter of 2000 the Company recorded $2.1 million as a
    restructuring charge related to the termination of the Company's
    distribution agreement with Andersen Windows and Doors of which $0.8 million
    is included in cost of sales. The charge was primarily for items related to
    inventory impairment and downsizing of branch operations that previously
    distributed Andersen products. At December 31, 2000, approximately $1.1
    million remains in the reserve and the Company anticipates that it will
    substantially complete the restructuring activity in the first half of 2001.

5.  ALLOWANCE FOR DOUBTFUL ACCOUNTS

    The allowance for doubtful accounts as of December 31, 2000, 1999, and 1998
consists of the following:

                                                    2000       1999      1998
                                                    ----       ----      ----
           Balance at beginning of year .......     $ .7       $ .2      $ .5
           Provision charged to expense .......      1.9         .6        .4
           Write-offs, less recoveries ........     (1.0)       (.1)      (.7)
                                                    ----       ----      ----
           Balance at end of year..............     $1.6       $ .7       $.2
                                                    ====       ====       ===

6. DEBT

    Debt as of December 31, 2000 and 1999 consisted of the following:

                                                             2000        1999
                                                             ----        ----
                Revolving credit agreement..........        $ 80.0      $120.7
                Industrial Revenue Bond.............            .1          .3
                Capital lease obligations (see Note 9)         1.0         1.1
                     Total debt.....................          81.1       122.1
                                                            ------      ------
                Less current portion................            .2          .3
                                                            ------      ------
                Long-term debt......................        $ 80.9      $121.8
                                                            ======      ======




                                 Page 22 of 34
<PAGE>   23



    INDUSTRIAL REVENUE BOND -- The Industrial Revenue Bond is a floating rate
    obligation issued by the City of Deerfield Beach, Florida. The bond is
    collateralized by property with a net book value of $1.1 million and $1.2
    million at December 31, 2000 and 1999, respectively. The obligation is due
    in quarterly installments until 2001. The interest rate for the bond was
    7.1% and 5.9% at December 31, 2000 and 1999, respectively.

    CREDIT AGREEMENT -- On December 16, 1999 the Company executed a Revolving
    Credit Agreement (the "Credit Agreement") with certain financial
    institutions, which provided for a $125 million revolving credit facility.

    During April 2000, the Company closed on a new $200 million secured
    revolving credit facility. The rate on the facility is LIBOR plus a variable
    rate based on the Company's ratio of debt to earnings before interest,
    taxes, depreciation and amortization ("EBITDA"). At December 31, 2000, the
    Company had outstanding, three interest rate swap contracts having a total
    notional amount of principal of $80 million. The swap contracts currently
    provide for a fixed weighted average rate of 8.9% on $80 million of the
    Company's revolving credit borrowings. The remainder of the outstanding
    borrowings under the revolving credit agreement are currently at a floating
    rate of LIBOR plus 175 basis points. The proceeds from the facility were
    used to retire the previously existing $125 million facility and a $25
    million term loan. The current revolving credit facility expires in April
    2003. In conjunction with the refinancing of the previously existing
    facility, the Company recorded an extraordinary expense of $0.8 million for
    the write-off of the unamortized loan fees.

    Provisions of the Credit Agreement contain various covenants which, among
    other things, limit the Company's ability to incur indebtedness, incur
    liens, declare or pay dividends or make restricted payments, consolidate,
    merge or sell assets and require the Company to attain certain financial
    ratios in regards to leverage, consolidated net worth, and interest expense
    coverage.

    MATURITIES -- At December 31, 2000, the aggregate scheduled maturities of
    debt are as follows:

                            2001..............           $  .2
                            2002..............              .1
                            2003..............            80.1
                            2004..............              .1
                            2005..............              .1
                            Thereafter........              .5
                                                        ------
                                 Total........          $ 81.1
                                                        ======

7.  PREFERRED SHARE PURCHASE RIGHTS

    In December 1999, the Company adopted a Shareholder Rights Plan. The Company
    distributed one preferred share purchase right for each outstanding share of
    common stock at the date of the Spin-off. The preferred rights were not
    exercisable when granted and may only become exercisable under certain
    circumstances involving actual or potential acquisitions of the Company's
    common stock by a person or affiliated persons. Depending upon the
    circumstances, if the rights become exercisable, the holder may be entitled
    to purchase shares of the Company's Series A Junior Participating Preferred
    Stock. Preferred shares purchasable upon exercise of the rights will not be
    redeemable. Each preferred share will be entitled to preferential rights
    regarding dividend and liquidation payments, voting power, and, in the event
    of any merger, consolidation or other transaction in which common shares are
    exchanged, preferential exchange rate. The rights will remain in existence
    until December 6, 2009 unless they are earlier terminated, exercised or
    redeemed. The Company has authorized five million shares of $.01 par value
    preferred stock of which 250 thousand shares have been designated as Series
    A Junior Participating Preferred Stock.

8.  FAIR VALUE OF FINANCIAL INSTRUMENTS

    CASH EQUIVALENTS
    The carrying value of cash and equivalents approximates their fair value.

    DEBT
    The estimated fair value of the Company's debt approximates book value since
    the interest rates on nearly all of the outstanding borrowings are
    frequently adjusted. In addition, the Company has interest rate swap
    agreements that are off balance sheet and therefore have no carrying value.
    The fair value of these swap agreements would increase the Company's debt by
    $2.8 million.


                                 Page 23 of 34
<PAGE>   24




    9.  COMMITMENTS AND CONTINGENCIES

    The Company leases certain of its vehicles, equipment and warehouse and
    manufacturing facilities under capital and operating leases with various
    terms. Certain leases contain renewal or purchase options. Future minimum
    payments, by year, and in the aggregate, under these leases with initial or
    remaining terms of one year or more consisted of the following at December
    31, 2000:

<TABLE>
<CAPTION>
                                                                                       MINIMUM
                                                              CAPITAL    OPERATING     SUBLEASE
                                                              LEASES      LEASES        INCOME       NET
                                                              ------      ------        ------       ---
<S>                                                           <C>        <C>           <C>          <C>
          2001.................................                 .2        $ 8.7         $ 1.3       $ 7.6
          2002.................................                 .2          7.3           1.1         6.4
          2003.................................                 .2          5.1           1.1         4.2
          2004.................................                 .2          3.4            .6         3.0
          2005.................................                 .2          2.5            .2         2.5
          Thereafter...........................                 .3         10.6            --        10.9
                                                              ----        -----         -----       -----
          Total minimum lease payments.........                1.3         37.6           4.3        34.6
                                                                          =====         =====       =====
          Amount representing interest.........                (.3)
                                                              ----
          Present value of minimum lease payments              1.0
                                                              ====
</TABLE>


    The weighted average interest rate for capital leases is 6.9%. These
    obligations mature in varying amounts through 2007. Rental expense for all
    operating leases was $15.3 million, $8.2 million and $6.7 million in 2000,
    1999 and 1998 respectively.

    The cost of assets capitalized under leases is as follows at December 31:

                                                           2000      1999
                                                           ----      ----
              Land, buildings and improvements            $ 2.3     $ 2.3
              Less accumulated depreciation                 1.3       1.2
                                                          -----     -----
                Cost of leased assets-- net               $ 1.0     $ 1.1
                                                          =====     =====

    LITIGATION -- As of December 31, 2000, the Company is involved in various
    claims and legal actions arising in the ordinary course of business. In the
    opinion of management, the ultimate disposition of these matters will not
    have a material effect on the Company's financial condition and results of
    operations. The Company is involved in two remediation actions to clean up
    hazardous wastes as required by federal and state laws.

    The Company has established insurance programs to cover product and general
    liability losses. These programs have deductible amounts before coverage
    begins. The Company does not deem its deductible exposure to be material.

10. EMPLOYEE BENEFIT PLANS

    DEFINED BENEFIT PLANS -- Prior to the Spin-off, the Company participated in
    Crane's defined benefit pension plans covering substantially all salaried
    and hourly employees not covered by collective bargaining agreements.

    Effective as of the Spin-off, Company employees who had accrued benefits
    under a Crane pension plan became fully vested in those benefits and stopped
    accruing benefits under the Crane pension plan after the Spin-off.

    Prior to the Spin-off, the Company was charged its proportionate share of
    the total expense for the plans. Pension expense related to Crane's defined
    benefit pension plans was $1.1 million and $0.8 million in 1999 and 1998,
    respectively.

    The Company also participates in several multi-employer pension plans that
    provide benefits to certain employees under collective bargaining
    agreements. Total contributions to these plans were $0.6 million, $0.5
    million, $0.5 million in 2000, 1999 and 1998, respectively.

    HEALTH BENEFITS PLANS -- Prior to the Spin-off, employees hired before
    January 1, 1992 were eligible for post-retirement medical and life insurance
    benefits if they met minimum age and service requirements.



                                 Page 24 of 34
<PAGE>   25

    Effective with the Spin-off, the Company will pay 50% of any premium or cost
    of such coverage for its current retirees between the ages of 55 and 65. All
    other employees not currently qualified will not receive postretirement
    medical and life insurance benefits. The reduction in benefits resulted in a
    curtailment gain of $5.9 million in 1999.

    The following table sets forth the amounts recognized in the Company's
    balance sheet at December 31, for the Company sponsored postretirement
    benefit plan:

<TABLE>
<CAPTION>
                                                             2000         1999         1998
                                                             ----         ----         ----
<S>                                                         <C>          <C>          <C>
Change in benefit obligation:
  Benefit obligation at beginning of year ............      $  .3        $ 7.3        $ 6.8
  Plan participant contributions .....................         .1           .2
  Service cost .......................................         --           .2           .2
  Interest cost ......................................         --           .4           .5
  Amendments .........................................         --         (1.0)          --
  Actuarial (gain) loss ..............................         .2         (1.3)          --
  Curtailment ........................................         --         (5.1)          --
  Benefits paid ......................................        (.3)         (.4)         (.2)
                                                            -----        -----        -----
  Benefit obligation at end of year ..................      $  .3        $  .3        $ 7.3
                                                            =====        =====        =====
Funded status ........................................      $ (.3)       $ (.3)       $(7.3)
Unrecognized net actuarial (gain) loss ...............       (1.2)        (1.8)          .3
                                                            -----        -----        -----
  Accrued benefit cost ...............................      $(1.5)       $(2.1)       $(7.0)
                                                            =====        =====        =====
Discount rate ........................................       7.75%        7.50%        6.75%
Components of net periodic benefit cost:
  Service cost .......................................      $  --        $  .2        $  .2
  Interest cost ......................................         --           .4           .5
  Amortization of prior service cost .................         --          (.1)          --
  Recognized actuarial gain ..........................        (.3)         (.1)          --
                                                            -----        -----        -----
                                                              (.3)          .4           --
  Recognition of curtailment gain ....................         --         (5.9)          --
                                                            -----        -----        -----
Net periodic benefit cost ............................      $ (.3)       $(5.5)       $  .7
                                                            =====        =====        =====
</TABLE>

    In 2000, the cost of covered healthcare benefits was assumed to increase
    7.5%, and then to decrease gradually to 5.0% by 2006 and remain at that
    level thereafter. In 1999, the cost of covered healthcare benefits was
    assumed to increase 7.2%, and then to decrease gradually to 5.0% by 2005 and
    remain at that level thereafter. A one percentage point change would not
    have material effect on the total service and interest cost components or on
    the post retirement benefit obligation.

    DEFINED CONTRIBUTION PLANS -- Effective with the spin-off, the Company
    established a new qualified defined contribution plan for its employees that
    is substantially similar to the Crane plan.

    At the spin-off date, all of the account balances of employees under the
    Crane plan became fully vested and a corresponding amount of assets were
    transferred from the Crane plan to one or more of the qualified defined
    contribution plans maintained by the Company.

    The cost of the defined contribution plans to the Company was $1.9 million,
    $1.5 million and $1.7 million in 2000, 1999 and 1998, respectively.



                                 Page 25 of 34
<PAGE>   26




11.  STOCK AND INCENTIVE COMPENSATION PLANS

     1999 STOCK INCENTIVE PLAN

     The 1999 Stock Incentive Plan authorizes the issuance of 7% of the issued
     and outstanding stock of the Company up to a maximum of 2 million shares of
     common stock under the Plan. The Plan allows the Company to grant awards to
     key employees including restricted stock awards, stock options, and stock
     appreciation rights, subject primarily to the requirement of continuing
     employment. The awards under this plan are available for grant over a
     period of ten years from the date on which the plan was adopted, but the
     grants may vest beyond the ten-year period. Stock options issued by the
     Company are exercisable at a future time as specified by the Company and
     expire ten years from the date of grant. The exercise price of stock
     options may not be less than the fair market value of the common stock at
     the date of grant.

     The Company is authorized to grant shares of restricted stock to employees.
     No monetary consideration is paid by employees who receive restricted
     stock. Restricted stock can be granted with or without performance
     restrictions. In 2000, the Company granted 65,000 shares of restricted
     stock under the 1999 Stock Incentive Plan at a market value of $4.25 per
     share and recorded the total market value of the shares granted as unearned
     compensation in the Statement of Shareholders' Equity. The unearned
     compensation is being amortized to expense over a five-year vesting period.

     EVA INCENTIVE COMPENSATION PLAN

     Under the Company's EVA Incentive Compensation Plan (the "EVA Plan"),
     participants in the EVA Plan may elect to allocate 50% of their incentive
     award to a stock subaccount. Participants who make this election will have
     restricted shares granted to them with a two year vesting period, with the
     restrictions lapsing evenly each year. The number of restricted shares
     issued is calculated by dividing the cash award by the fair market value of
     the Company's stock at the date of the allocation. If the participant does
     not make this election, 100% of the participants EVA award is allocated to
     a cash account. Each participant with a positive aggregate account balance
     will receive an annual payout of a specified percentage of his or her
     account, with the standard payout percentage being one-third each year. A
     participants entire cash subaccount balance will become payable and his or
     her restricted stock will fully vest upon normal retirement at age 65,
     death, disability or a change in control (as defined in the EVA Plan).

     ACCOUNTING FOR STOCK-BASED COMPENSATION

    Statement of Financial Accounting Standards No. 123 (SFAS No. 123),
    "Accounting for Stock-Based Compensation", sets forth a fair value based
    method of recognizing stock-based compensation expense. As permitted by SFAS
    No. 123, the Company has elected to apply APB No. 25, "Accounting for Stock
    Issued to Employees", to account for its stock-based compensation plans.

     Had the compensation cost for these plans been determined according to SFAS
     No. 123, the Company's net income and earnings per share would have been
     the following pro forma amounts for the year ended December 31:


           (Millions of dollars, except per share amounts)        2000(1)
                                                                  -------

           NET INCOME
           As reported                                            $ 13.6
           Pro forma                                                13.2

           BASIC EPS
           As reported                                            $  .66
           Pro forma                                                 .64

           DILUTED EPS
           As reported                                            $  .66
           Pro forma                                                 .64

    (1) There were no stock options outstanding prior to January 1, 2000.



                                 Page 26 of 34
<PAGE>   27



     For purposes of the pro forma disclosure, the fair value of each option is
     estimated on the date of grant using the Black-Scholes option-pricing model
     with the following weighted average assumptions:

                                                                    2000
                                                                    ----
             ASSUMPTIONS:
             Volatility                                              45%
             Risk-free interest rate                                4.9%
             Dividend yield                                           0%
             Expected life of options (years)                         5
             Weighted average grant date fair value of
               options granted under the 1999 stock
               incentive plan                                     $1.98


     The following table summarizes the stock option transactions pursuant to
     the Company's stock incentive and stock option plans for the one-year
     period ended December 31, 2000:

<TABLE>
<CAPTION>
                                                                               Weighted Average
                                                                     Shares     Exercise Price
                                                                     (000s)      Per Share ($)
                                                                     ------      -------------
<S>                                                                  <C>       <C>
             Options outstanding at December 31, 1999                   --             --
             Granted                                                   896           4.34
             Exercised                                                  --             --
             Forfeited                                                 (94)          4.29
                                                                      ----           ----
             Options outstanding at December 31, 2000                  802           4.35
             Exercisable options at December 31, 2000                   --             --
             Shares available for grant at December 31, 2000           574
</TABLE>


    The following table summarizes information about stock options outstanding
    at December 31, 2000:

<TABLE>
<CAPTION>
                                                           OPTIONS OUTSTANDING                          OPTIONS EXERCISABLE

                                                 Weighted Average
                          Number Outstanding         Remaining                               Number Exercisable
       Range of              At 12/31/00         Contractual Life       Weighted Average         at 12/31/00       Weighted Average
    Exercise Price             (000's)                (Years)            Exercise Price           (000s)            Exercise Price
    --------------             -------                -------            --------------           ------            --------------

<S>                       <C>                    <C>                    <C>                  <C>                   <C>
    $ 4.29 to $4.73              802                    9.1                  $ 4.35                  --                    --
</TABLE>


12.  INCOME TAXES

    A reconciliation between income taxes based on the application of the
    statutory federal income tax rate to income taxes as set forth in the
    consolidated statements of income follows:

                                                     2000       1999       1998
                                                     ----       ----       ----
      Federal statutory rate ...................     35.0        35.0     35.0
      Increase in taxes resulting from:
          State and local taxes.................      2.7         2.0      1.9
          Nondeductible items and other ........      1.2         4.0       .9
                                                     ----        ----     ----
      Effective income tax rate ................     38.9        41.0     37.8




                                 Page 27 of 34
<PAGE>   28



    Deferred income taxes at December 31 are comprised of the following:

<TABLE>
<CAPTION>
                                                              2000                   1999
                                                              ----                   ----
                                                      ASSETS    LIABILITIES    ASSETS    LIABILITIES
                                                      ------    -----------    ------    -----------

<S>                                                  <C>          <C>          <C>          <C>
Accelerated depreciation .....................       $    --      $   2.9      $    --      $   .6
                                                     -------      -------      -------      ------
Purchase price book and tax basis
  differences ................................           6.0         12.2
Inventory related ............................           2.7          3.9
Insurance related ............................           1.1           --          1.3          --
Employee benefits related ....................           1.7           --          1.8          --
Other accrued liabilities ....................           1.8           --          6.3          --
Other ........................................           1.3           --           .8         2.9
                                                     -------      -------      -------      ------
Total ........................................       $  11.9      $   5.6      $  22.3      $  7.4
                                                     =======      =======      =======      ======
</TABLE>


    The provision for income taxes is composed of the following:

                            2000        1999        1998
                            ----        ----        ----
Current:
  U.S. Federal tax         $  2.3      $  3.3      $  7.7
  State and local tax          .3          .2          .6
                           ------      ------      ------
       Total current          2.6         3.5      $  8.3
                           ------      ------      ------
Deferred:
  U.S. Federal tax            5.3         2.2         (.1)
  State and local tax          .6          .2          --
                           ------      ------      ------
  Total deferred              5.9         2.4         (.1)
                           ------      ------      ------
       Total income tax    $  8.5      $  5.9      $  8.2
                           ======      ======      ======

13.  SALES BY PRODUCT

    The Company operates in one business segment, the distribution of building
    materials used principally in new residential construction and in home
    improvement, remodeling and repair work. The Company derives substantially
    all of its revenues from domestic customers. The following table presents
    the Company's sales by product:

                                                2000         1999        1998
                                                ----         ----        ----
Doors ....................................    $  364.8      $272.2      $259.9
Specialty building materials .............       279.1       169.8       140.9
Windows ..................................       193.1       138.7       133.0
Lumber and other commodity products ......       128.7       119.9        85.0
Mouldings ................................       107.2        99.7        88.6
                                              --------      ------      ------
     Total sales .........................    $1,072.9      $800.3      $707.4
                                              ========      ======      ======


                                 Page 28 of 34
<PAGE>   29



14. BASIC AND DILUTED EARNINGS PER SHARE


     The following table provides a reconciliation of the numerators and
     denominators of basic and diluted earnings per share share computations for
     the years ended December 31:


<TABLE>
<CAPTION>
                                                2000           1999          1998
                                                ----           ----          ----

<S>                                           <C>            <C>           <C>
Net income (in millions) (numerator)          $  13.6        $   8.5       $  13.6

Computation of Basic Shares Outstanding
    (in thousands, except per share
    amounts)

Weighted average number of basic shares
    outstanding (denominator)                  20,584         14,260        13,973

Basic earnings per common share               $   .66        $   .59       $  1.17

Computation of Diluted Shares
    Outstanding (in thousands, except
    per share amounts)

Weight average number of basic shares
    outstanding                                20,584         14,260        13,973

Common Stock equivalents for diluted
    shares outstanding                             13             --            --

Weighted average number of diluted
    shares outstanding (denominator)           20,597         14,260        13,973

Diluted earnings per common share             $   .66        $   .59       $  1.17
</TABLE>



15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

     The following table provides selected consolidated financial information on
     a quarterly basis for each quarter of 2000 and 1999. The Company's business
     is seasonal and particularly sensitive to weather conditions. Interim
     amounts are therefore subject to significant fluctuations.

<TABLE>
<CAPTION>
                                                                  FIRST         SECOND       THIRD         FOURTH       FULL
                                                                 QUARTER        QUARTER     QUARTER        QUARTER      YEAR
                                                                 -------        -------     -------        -------      ----
<S>                                                              <C>             <C>        <C>            <C>        <C>
     2000
     Net sales........................................           $ 282.0         $285.6     $ 278.2        $ 227.1    $1,072.9
     Gross profit.....................................              54.1           56.9        57.9           50.6       219.5
     Operating profit.................................               8.4           11.8        11.1            2.7        34.0
     Net income before extraordinary items                           3.7            5.4         5.0             --        14.1
     Net income.......................................               3.7            4.9         5.0             --        13.6
     Basic and diluted earning per share before
     extraordinary items..............................               .18            .26         .24             --         .68
     Loss per share from extraordinary items                          --          (.02)          --             --       (.02)
                                                                 -------         ------     -------        -------    --------
     Basic and diluted earnings per share.............               .18            .24         .24             --         .66
     1999
     Net sales........................................           $ 174.8         $205.9     $ 214.2        $ 205.4    $  800.3
     Gross profit.....................................              34.1           40.7        42.6           43.8       161.2
     Operating profit.................................               4.0            7.6         7.7            3.5        22.8
     Net income.......................................               1.3            3.3         3.9             --         8.5
     Basic and diluted earnings per share.............               .09            .23         .28             --         .59
</TABLE>




                                 Page 29 of 34
<PAGE>   30



ITEM 9--CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

                                    PART III

ITEM 10--DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The information required by Item 10 (other than the information regarding
executive officers set forth at the end of Part I of this Form 10-K) will be
contained in the Company's definitive Proxy Statement for its 2001 Annual
Meeting of Shareholders under the captions "Election of Directors" and "Section
16(a) Beneficial Ownership Reporting Compliance," and is incorporated herein by
reference.

ITEM 11--EXECUTIVE COMPENSATION

    The information required by Item 11 will be contained in the Company's
definitive Proxy Statement for its 2001 Annual Meeting of Shareholders under the
captions "Election of Directors" and "Executive Compensation," and is
incorporated herein by reference.

ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information required by Item 12 will be contained in the Company's
definitive Proxy Statement for its 2001 Annual Meeting of Shareholders under the
captions "Beneficial Ownership of Common Stock by Directors and Management,"
"Election of Directors" and "Principal Stockholders of the Company," and is
incorporated herein by reference.

ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information required by Item 13 will be contained in the Company's
definitive Proxy Statement for its 2001 Annual Meeting of Shareholders under the
caption "Other Transactions and Relationships," and is incorporated herein by
reference.

                                     PART IV

ITEM 14--EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

    The financial statements, financial statement schedules and exhibits listed
below are filed as part of this annual report:

(a)(1) FINANCIAL STATEMENTS:

    The following consolidated financial statements of the Company and the
    Report of Independent Auditors thereon are included in Item 8 above:

    Consolidated Balance Sheets as of December 31, 2000 and 1999

    Consolidated Statements of Income and Retained Earnings for the Years Ended
    December 31, 2000, 1999 and 1998

    Consolidated Statements of Changes in Shareholders' Equity for the Years
    Ended December 31, 2000, 1999 and 1998

    Consolidated Statements of Cash Flows for the Years Ended December 31, 2000,
    1999 and 1998

    Notes to Consolidated Financial Statements for the Years Ended December 31,
    2000, 1999 and 1998

    Independent Auditors' Report of Deloitte & Touche LLP, Independent Auditors



                                 Page 30 of 34
<PAGE>   31




(a)(2) FINANCIAL STATEMENT SCHEDULES:

    None.

(a)(3) EXHIBITS:

   EXHIBIT
   NUMBER                          DESCRIPTION
   ------    ------------------------------------------------------
    2.1      Distribution Agreement dated December 6, 1999 between
             Crane and the Company. (Incorporated by reference from
             Exhibit No. 2.1 of Amendment No. 4 to the Company's
             Registration Statement on Form 10 (File No. 1-14982)
             filed with the Commission on December 6, 1999.)

    2.2      Share Exchange Agreement dated October 19, 1999 among
             the Rugby Group PLC, Crane and the Company.
             (Incorporated by reference from Exhibit No. 2.2 to
             Amendment No. 1 to the Company's Registration Statement
             on Form 10 (File No. 1-14982) filed with the Commission
             on October 29, 1999.)

    3.1      Restated Certificate of Incorporation of the Company.
             (Incorporated by reference from Exhibit 3.1 to the
             Company's Registration Statement on Form 10 (File No.
             1-14982) filed with the Commission on September 21,
             1999.)

    3.2      Bylaws of the Company. (Incorporated by reference from
             Exhibit 3.2 to Amendment No. 4 to the Company's
             Registration Statement on Form 10 (File No. 1-14982)
             filed with the Commission on December 6, 1999.)

    4.1      Rights Agreement dated December 6, 1999 between the
             Company and ChaseMellon Shareholder Services, L.L.C., as
             Rights Agent. (Incorporated by reference from Exhibit
             4.1 to the Company's Annual Report on Form 10-K for the
             year ended December 31, 1999.)

    4.2      Amendment No. 1 to Rights Agreement between the Company
             and ChaseMellon Shareholders Services, L.L.C.
             (Incorporated by reference from Exhibit 4.4 to the
             Company's Quarterly Report on Form 10-Q for the quarter
             ended March 31, 2000.)

    4.3      Credit Agreement dated April 25, 2000 between the Company
             and Chase Manhattan Bank, as agent for the lenders named
             therein, and the Lenders. (Incorporated by reference
             from Exhibit 4.1 to the Company's Quarterly Report on
             Form 10-Q for the quarter ended March 31, 2000.)

    4.4      Form of Revolving Loan Note dated April 25, 2000 in
             favor of certain lenders. (Incorporated by reference
             from Exhibit 4.2 to the Company's Quarterly Report on
             Form 10-Q for the quarter ended March 31, 2000.)

    4.5      Schedule to Form of Revolving Loan Note dated April
             25, 2000 in favor of certain lenders. (Incorporated by
             reference from Exhibit 4.3 to the Company's Quarterly
             Report on Form 10-Q for the quarter ended March 31, 2000.)

    4.6      Certificate of Designations of Series A Junior
             Participating Preferred Stock of the Company. (Incorporated
             by reference from Exhibit 4.6 to the Company's Annual
             Report on Form 10-K for the year ended December 31, 1999.)

   10.1      Tax Allocation Agreement by and between Crane and the
             Company dated December 16, 1999. (Incorporated by
             reference from Exhibit 10.1 to the Company's Annual
             Report on Form 10-K for the year ended December 31, 1999.)

   10.2      Employee Matters Agreement between Crane and the
             Company dated December 16, 1999. (Incorporated by
             reference from Exhibit 10.2 to the Company's Annual
             Report on Form 10-K for the year ended December 31, 1999.)

  *10.3      EVA Incentive Compensation Plan. (Incorporated by
             reference from Exhibit 10.3 to the Company's Annual
             Report on Form 10-K for the year ended December 31,
             1999.)

  *10.4      Form of Restricted Stock Agreement under the Company's
             EVA Incentive Compensation Plan. (Incorporated - by
             reference from Exhibit 10.4 to the Company's Annual
             Report on Form 10-K for the year ended December 31, 1999.)

  *10.5      Non-Employee Director Restricted Stock Plan.
             (Incorporated by reference from Exhibit 10.4 to
             Amendment No. 4 to the Company's Registration Statement
             on Form 10 (File No. 1-14982) filed with the Commission
             on December 6, 1999.)

  *10.6      Form of Stock Option Agreement under the Company's Stock
             Incentive Plan. (Incorporated by reference from
             Exhibit 10.6 to the Company's Annual Report on Form
             10-K for the year ended December 31, 1999.)

  *10.7      Schedule to Stock Option Agreement under the Company's
             Stock Incentive Plan. (Filed herewith.)



                                 Page 31 of 34
<PAGE>   32

  *10.8      Stock Incentive Plan. (Incorporated by reference from
             Exhibit 10.5 to Amendment No. 4 to the Company's
             Registration Statement on Form 10 (File No. 1-14982)
             filed with the Commission on December 6, 1999.)

  *10.9      Form of Indemnification Agreement for Executive Officers
             and Directors. (Incorporated by reference from Exhibit 10.9
             to the Company's Annual Report on Form 10-K for the year
             ended December 31, 1999.)

  10.10      Schedule to Indemnification Agreement for Executive
             Officers and Directors. (Filed herewith.)

 *10.11      Employment/Severance Agreement between the Company and
             Barry J. Kulpa dated October 18, 1999. (Incorporated by
             reference from Exhibit 10.7 to Amendment No. 1 to the Company's
             Registration Statement on Form 10 (File No. 1-14982)
             filed with the Commission on October 29, 1999.)

 *10.12      Form of Employment Agreement between the Company and certain
             of its executive officers. (Incorporated by reference from
             Exhibit 10.12 to the Company's Annual Report on Form 10-K
             for the year ended December 31, 1999.)

 *10.13      Schedule to Employment Agreement between the Company and
             certain of its executive officers. (Filed herewith.)

  10.14      Registration Rights Agreement by and between The Rugby
             Group PLC and the Company dated December 16, 1999.
             (Incorporated by reference from Exhibit 10.14 to the
             Company's Annual Report on Form 10-K for the year
             ended December 31, 1999.)

 *10.15      Restricted Stock Agreement dated January 24, 2000
             between the Company and Barry J. Kulpa. (Incorporated by
             reference from Exhibit 10.15 to the Company's Annual
             Report on Form 10-K for the year ended December 31,
             1999.)

 *10.16      Restricted Stock Agreement dated December 17, 1999
             between the Company and Barry J. Kulpa.  (Incorporated
             by reference from Exhibit 10.16 to the Company's Annual
             Report on Form 10-K for the year ended December 31,
             1999.)

  10.17      Restricted Stock Agreement dated December 17, 1999
             between the Company and Barry J. Kulpa. (Incorporated by
             reference from Exhibit 10.17 to the Company's Annual
             Report on Form 10-K for the year ended December 31,
             1999.)

 *10.18      Description of Stock Option Grant by the Company to certain
             non-employee directors. (Filed herewith)

   13.1      Pages 2 through 3, 6 through 10 and 12 through 16 of the Company's
             definitive Proxy Statement for its 2001 Annual Meeting of
             Shareholders. (Filed herewith.)

   21.1      Subsidiaries of the Company. (Filed herewith.)

   23.1      Consent of Deloitte & Touche LLP, independent certified
             public accountants. (Filed herewith.)

----------

* Management contract or compensatory plan or arrangement.

    The registrant hereby agrees to furnish supplementally to the Commission,
upon request, a copy of any omitted schedule to any of the agreements contained
or incorporated by reference herein.

(b) Reports on Form 8-K:

    The Company filed a Current Report on Form 8-K dated September 1, 2000,
which reported under Item 5 that the Company had discontinued its distribution
agreement with Andersen Windows and Doors, one of its vendors.



                                 Page 32 of 34
<PAGE>   33



(c) Exhibits

    See (a)(3) above.

    Copies of exhibits may be retrieved electronically at the Securities and
Exchange Commission's home page at www.sec.gov. Exhibits will also be furnished
at a charge of $.20 per page by writing to the Company, c/o Corporate Secretary,
Lakeview Center, Suite 400, 14500 South Outer Forty Road, Chesterfield, Missouri
63017.

(d) Financial Statement Schedules

    See (a)(2) above.



                                 Page 33 of 34
<PAGE>   34



                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         HUTTIG BUILDING PRODUCTS, INC.

                                         By: /s/ BARRY J. KULPA
                                         ------------------------------
                                         Barry J. Kulpa
                                         President, and Chief Executive Officer

Date: February 16, 2001

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

           SIGNATURE                         TITLE                 DATE

/s/ BARRY J. KULPA               President, Chief Executive   February 16, 2001
------------------                 Officer (Principal
Barry J. Kulpa                     Executive) and Director


/s/ KENNETH E. THOMPSON          Vice President,              February 16, 2001
-----------------------            Administration, Chief
Kenneth E. Thompson                Financial Officer and
                                   Secretary (Principal
                                   Financial Officer)

/s/ THOMAS S. McHUGH             Corporate Controller         February 16, 2001
--------------------               (Principal Accounting
Thomas S. McHugh                   Officer)

/s/ E. THAYER BIGELOW, JR.       Director                     February 16, 2001
--------------------------
E. T. Bigelow, Jr.

/s/ ALAN S. DURANT               Director                     February 16, 2001
------------------
Alan S. Durant

/s/ R. S. EVANS                  Chairman of the Board        February 16, 2001
---------------
R. S. Evans

/s/ R. S. FORTE                  Director                     February 16, 2001
---------------
R. S. Forte

/s/ DORSEY R. GARDNER            Director                     February 16, 2001
---------------------
Dorsey R. Gardner

/s/ DELBERT  TANNER              Director                     February 16, 2001
-------------------
Delbert Tanner

/s/ JAMES L. L. TULLIS           Director                     February 16, 2001
----------------------
James L. L. Tullis



                                 Page 34 of 34