##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-14982
      HUTTIG BUILDING PRODUCTS,
    INC. (Exact name of
    registrant as specified in its charter)
  Delaware(State or other jurisdiction
    of incorporation or organization)

43-0334550(I.R.S. Employer
    Identification No.)   555 Maryville University Drive
    Suite 400
    St. Louis, Missouri 63141 (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:
    None
  Securities registered pursuant to Section 12(g) of the
    Act:
    Common Stock, par value $.01 per share
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o

Smaller Reporting Company þ(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ
  June 30, 2010 20 million
  February 18, 2011 was 23,665,510 shares.
  DOCUMENTS INCORPORATED HEREIN BY REFERENCE.
  Form 10-K.




---





TABLE OF CONTENTS  PART IITEM 1 -- BUSINESSITEM 1A -- RISK FACTORSITEM 1B -- UNRESOLVED STAFF COMMENTSITEM 2 -- PROPERTIESITEM 3 -- LEGAL PROCEEDINGSPART IIITEM 4 -- MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 5 -- SELECTED CONSOLIDATED FINANCIAL DATAITEM 6 -- MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 6A -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 7 -- FINANCIAL STATEMENTS AND SUPPLEMENTAL DATAITEM 8 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 8A -- CONTROLS AND PROCEDURESITEM 8B -- OTHER INFORMATIONITEM 9B -- OTHER INFORMATIONPART IIIITEM 9 -- DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 10 -- EXECUTIVE COMPENSATIONITEM 11 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 12 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 13 -- PRINCIPAL ACCOUNTING FEES AND SERVICESITEM 14 --  EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-10.27EX-10.28EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
  PART I
 
  ITEM 1 
    BUSINESS  General
            Form 10-K,
  Industry
    Characteristics and Trends
     -1-




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and/or
  and/or
    Products
    
    Millwork, including exterior and interior doors, pre-hung door
    units, windows, patio doors, mouldings, frames, stair parts and
    columns. Key brands in this product category include Therma-Tru,
    Masonite, HB&G, Huttig Windows, Woodgrain, Windsor Windows;
    General building products, such as roofing, siding, insulation,
    flashing, housewrap, connectors and fasteners, decking, drywall,
    kitchen cabinets and other miscellaneous building products. Key
    brands in this product category include Typar, Timbertech,
    Fiberon, Simpson Strong-Tie, Huttigrip Fasteners, Louisiana
    Pacific, Owens Corning and CertainTeed;
    Wood products, which include engineered wood products, such as
    floor systems, and other wood products, such as lumber and wood
    panels. Within the wood products category, engineered wood
    continues to be a -2-




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focus product for us. The engineered wood product line offers us
    the ability to provide our customers with value-added services,
    such as floor system take-offs,
    cut-to-length
    packages and
    just-in-time,
    cross-dock delivery capabilities.  year-to-year
  2010

2009

2008Millwork


48
%


45
%


46
%General Building Products


41
%


46
%


43
%Wood Products


11
%


9
%


11
%   Customers
      Organization
        Sales
  on-site
 -3-




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Distribution
    Strategy and Operations
            Competition
        Seasonality,
    Market Conditions and Working Capital
   -4-




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Credit
    Backlog
    Tradenames
  ®
  Environmental
    Matters
   -5-




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Employees
    Available
    Information
  Forms 10-Q 10-K, Form 8-K 1-800-SEC-0330. http://www.sec.gov.
  http://www.huttig.com. Form 10-K, Form 10-Q, Form 8-K,
 
  ITEM 1A 
    RISK
    FACTORS  Form 10-K,
  The
    homebuilding industry is in a prolonged significant downturn and
    any further downturn or sustained continuation of the current
    downturn will continue to materially affect our business,
    liquidity and operating results.
     -6-




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The
    industry in which we compete is highly cyclical, and any
    downturn resulting in lower demand or increased supply would
    have a materially adverse impact on our financial
    results.
    If we
    are unable to meet the financial covenant under our credit
    facility, the lenders could elect to accelerate the repayment of
    the outstanding balance and, in that event, we would be forced
    to seek alternative sources of financing.
      Compliance
    with the restrictions and the financial covenant under our
    credit agreement will likely limit, at least in the near term,
    the amount available to us for borrowing under that facility and
    may limit managements discretion with respect to certain
    business matters.
   -7-




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A
    significant portion of our sales are concentrated with a
    relatively small number of customers. A loss of one or more of
    these customers would have material adverse effect on our
    operating results, cash flow and liquidity.
    A
    significant portion of our sales are on credit to our customers.
    Material changes in their creditworthiness or our inability to
    forecast deterioration in their credit position could have a
    material adverse effect on our operating results, cash flow and
    liquidity.
    Fluctuation
    in prices of commodity wood and steel products that we buy and
    then resell may have a significant impact on our results of
    operations.
    The
    termination of key supplier relationships may have an immediate
    material adverse effect on our financial condition and results
    of operations.
    The
    building materials distribution industry is fragmented and
    competitive, and we may not be able to compete successfully with
    some of our existing competitors or new entrants in the markets
    we serve.
    
    pricing and availability of product;
    service and delivery capabilities;
    ability to assist with problem-solving;
    customer relationships; -8-




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
    geographic coverage; and
    breadth of product offerings.      We
    have retained accident risk under our insurance programs.
    Significant claims, and/or our ability to accurately estimate
    the liability for these claims could have a material adverse
    effect on our operating results.
      Federal
    and state transportation regulations, as well as increases in
    the cost of fuel, could impose substantial costs on us, which
    could adversely affect our results of operations.
      Our
    failure to attract and retain key personnel could have a
    material adverse effect on our future success.
   -9-




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A
    number of our employees are unionized, and any work stoppages by
    our unionized employees may have a material adverse effect on
    our results of operations.
    We
    face the risks that product liability claims and other legal
    proceedings relating to the products we distribute may adversely
    affect our business and results of operations.
    We may
    acquire other businesses, and, if we do, we may be unable to
    integrate them with our business, which may impair our financial
    performance.
    We
    face risks of incurring significant costs to comply with
    environmental regulations.
    Goodwill
    is a significant portion of our total assets and is tested for
    impairment at least annually, which could result in a material
    non-cash write-down of goodwill.
   -10-




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Our
    financial results reflect the seasonal nature of our
    operations.
   
  ITEM 1B 
    UNRESOLVED
    STAFF COMMENTS   
  ITEM 2 
    PROPERTIES   
  ITEM 3 
    LEGAL
    PROCEEDINGS      Environmental
    Matters
   -11-




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PART II
 
  ITEM 4 
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES      2010


2009High


Low


High


LowFirst Quarter

$
0.91


$
0.65


$
0.50


$
0.11Second Quarter


1.90



0.80



1.02



0.27Third Quarter


1.60



0.60



1.00



0.80Fourth Quarter


1.01



0.76



0.90



0.60      -12-




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Performance
    Graph
  The following Performance Graph and related information shall
    not be deemed soliciting material or to be
    filed with the Securities and Exchange Commission,
    nor shall such information be incorporated by reference into any
    future filing under the Securities Act of 1933 or Securities
    Exchange Act of 1934, each as amended, except to the extent that
    the Company specifically incorporates it by reference into such
    filing.
    
  Huttig Building Products


S&P 500


Peer Group Index (1)12/05


$
100.00



$
100.00



$
100.0012/06



65.83




115.80




84.3012/07



47.50




122.16




56.9112/08



5.48




76.96




56.4612/09



8.93




97.33




77.4812/10



11.31




111.99




96.58     (1)
    
    The peer group includes the following companies: QEP Co., Watsco
    Inc., Bluelinx Holdings, Inc. and Universal Forest Products, Inc. -13-




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ITEM 5 
    SELECTED
    CONSOLIDATED FINANCIAL DATA    Year Ended December 31,2010

2009

2008

2007

2006(In millions, Except Per Share Data)Income Statement Data:(1)Net sales

$
467.7


$
455.2


$
671.0


$
874.8


$
1,102.7Cost of sales


382.5



371.1



548.6



709.8



896.9Gross margin


85.2



84.1



122.4



165.0



205.8Operating expenses


103.3



105.7



151.3



174.1



209.9Goodwill impairment






1.0



8.7



0.8



Gain on disposal of capital assets


(0.4
)


(1.5
)


(1.0
)


(2.4
)


Operating loss


(17.7
)


(21.1
)


(36.6
)


(7.5
)


(4.1
)Interest expense, net


2.1



1.5



2.6



4.2



5.3Loss from continuing operations before income taxes


(19.8
)


(22.6
)


(39.2
)


(11.7
)


(10.0
)Benefit for income taxes


(0.4
)


(2.8
)


(4.0
)


(3.7
)


(2.3
)Net loss from continuing operations


(19.4
)


(19.8
)


(35.2
)


(8.0
)


(7.7
)Per share:Net loss from continuing operations (basic and diluted)


(0.90
)


(0.94
)


(1.68
)


(0.39
)


(0.38
)Balance Sheet Data (at end of year):Total assets


126.1



136.2



146.0



212.7



250.6Debt  bank, capital leases and other obligations(2)


42.1



35.4



24.1



26.6



45.7Total shareholders equity


32.6



50.7



70.3



104.3



109.7     (1)
    
    Amounts exclude operations classified as discontinued.(2)
    
    Debt includes both current and long-term portions of bank debt,
    capital leases and other obligations. See Note 5 to our
    consolidated financial statements. 
  ITEM 6 
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
    Industry
    Conditions
   -14-




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Critical
    Accounting Policies
    Accounts Receivable
  Inventory
  Valuation of Goodwill and Other Long-Lived
    Assets
 -15-




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
    publicly available and internal projections of single and
    multi-family housing starts used to project a reporting
    units revenue in future years;
    the reporting units gross margin and operating expenses
    that reflect cost reduction actions already taken by the Company;
    projected variable costs associated with the variable revenue
    streams projected in the future;
    projected reporting unit working capital changes and capital
    expenditure requirements; and
    an estimate of a discount rate commensurate with the weighted
    average cost of capital for a market participant and a related
    growth factor.      Contingencies
  Self-Insurance 
  Supplier Rebates
  Income Taxes and/or
   -16-




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Results
    of Operations
  Fiscal
    2010 Compared to Fiscal 2009
  Continuing
    Operations
                 -17-




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Discontinued
    Operations
    Fiscal
    2009 Compared to Fiscal 2008
  Continuing
    Operations
               -18-




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Discontinued Operations
    Liquidity
    and Capital Resources
    Operations
  Investing
  Financing
  Credit Agreement
 -19-




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Off-Balance
    Sheet Arrangements
    Commitments
    and Contingencies
    Payments Due by Period2012-


2014-


BeyondTotal


2011


2013


2015


2015Long-term debt, including current portion(1)

$
42.1


$
0.2


$
0.1


$
41.8


$
Operating lease obligations


40.7



11.5



15.6



8.4



5.2Guaranteed payments(2)


0.4



0.4











Total

$
83.2


$
12.1


$
15.7


$
50.2


$
5.2  -20-




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(1)
    
    Amounts represent the expected cash payments of our long-term
    debt and do not include any fair value adjustments.(2)
    
    Amounts represent guaranteed payments related to the acquisition
    of Texas Wholesale Building Materials, Inc. on January 11,
    2005.  Cautionary
    Statement Relevant to Forward-looking Information for the
    Purpose of Safe Harbor Provisions of the Private
    Securities Litigation Reform Act of 1995
  Form 10-K
  
    our belief that cash generated from operations and funds
    available under our credit facility will be sufficient to meet
    our future liquidity and capital expenditure needs;
    our belief that we have the product offerings, warehouse and
    builder support facilities, personnel, systems infrastructure
    and financial and competitive resources necessary for continued
    business operations;
    our expectation that the severe downturn in new housing activity
    will continue into 2011 and will continue to adversely affect
    our operating results, liquidity and financial condition;
    our expectation that there will be a slight increase in housing
    starts in 2011 as compared to 2010;
    our expectation that the bad debt expense could continue to
    increase as our customers experience greater financial
    difficulties as a result of the current downturn in new housing
    activity;
    our belief that we may incur non-cash goodwill impairment
    charges in the future which could have a material adverse effect
    on our operating results;
    our belief that we will not achieve sufficient financial results
    to satisfy the financial covenant under our credit facility if
    it were required to be tested;
    our expectation that the disposition of the various claims and
    litigation in which we are involved will not have a material
    effect on our business or financial condition;
    our belief that there are no material environmental liabilities
    at any of our current or former distribution center locations;
    our expectation that we will continue to face competition from
    new market entrants;
    the future impact of competition and our ability to maintain
    favorable terms with our suppliers and transition to alternative
    suppliers of building products, and the effects of slower
    economic activity on our results of operations;
    our expectation that the fluctuations in wood and steel
    commodity prices between the time we buy the products and the
    time we resell them will occur in the future;
    our liquidity and exposure to market risk;
    our anticipation that we will not pay dividends in the future;
    our estimate of future amortization expense for intangible
    assets;
    our expectation that there will not be any significant increases
    or decreases to our unrecognized tax benefits within the
    12 months of the financial statement reporting
    date; and
    cyclical and seasonal trends.   -21-




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Item 1A-Risk
 
  ITEM 6A 
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK       -22-




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##### Table of Contents



ITEM 7 
    FINANCIAL
    STATEMENTS AND SUPPLEMENTAL DATA  Report of
    Independent Registered Public Accounting Firm
           KPMG
    LLP
    -23-




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##### Table of Contents



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2010


2009


2008(In millions, except per share data)Net sales

$
467.7


$
455.2


$
671.0Cost of sales


382.5



371.1



548.6Gross margin


85.2



84.1



122.4Operating expenses


103.3



105.7



151.3Goodwill impairment






1.0



8.7Gain on disposal of capital assets


(0.4
)


(1.5
)


(1.0
)Operating loss


(17.7
)


(21.1
)


(36.6
)Interest expense, net


2.1



1.5



2.6Loss from continuing operations before income taxes


(19.8
)


(22.6
)


(39.2
)Benefit for income taxes


(0.4
)


(2.8
)


(4.0
)Loss from continuing operations


(19.4
)


(19.8
)


(35.2
)Income (loss) from discontinued operations, net of taxes


0.5



(0.7
)


(0.2
)Net loss

$
(18.9
)

$
(20.5
)

$
(35.4
)Net loss from continuing operations per share  basic
    and diluted

$
(0.90
)

$
(0.94
)

$
(1.68
)Net income (loss) from discontinued operations per
    share  basic and diluted


0.02



(0.03
)


(0.01
)Net loss per share  basic and diluted

$
(0.88
)

$
(0.97
)

$
(1.69
)Weighted average shares outstanding:Basic shares outstanding  continuing and discontinued
    operations


21,547,394



21,190,133



20,922,502Diluted shares outstanding  continuing operations


21,547,394



21,190,133



20,922,502Diluted shares outstanding  discontinued operations


22,511,294



21,190,133



20,922,502    -24-




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HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2010


2009(In millions)ASSETSCurrent Assets:Cash and equivalents

$
0.8


$
1.3Trade accounts receivable, net


37.1



41.8Inventories


46.2



45.1Other current assets


4.3



7.8Total current assets


88.4



96.0Property, Plant and Equipment:Land


4.9



5.6Building and improvements


24.4



29.2Machinery and equipment


29.1



28.4Gross property, plant and equipment


58.4



63.2Less accumulated depreciation


40.5



42.3Property, plant and equipment, net


17.9



20.9Other Assets:Goodwill


8.6



8.6Other


3.0



2.5Deferred income taxes


8.2



8.2Total other assets


19.8



19.3Total Assets

$
126.1


$
136.2    -25-




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##### Table of Contents



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS  Continued
  December 31,2010


2009(In millions)LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Current maturities of long-term debt

$
0.2


$
0.6Trade accounts payable


26.1



25.9Deferred income taxes


8.2



8.2Accrued compensation


2.3



1.6Other accrued liabilities


13.2



12.4Total current liabilities


50.0



48.7Non-current Liabilities:Long-term debt, less current maturities


41.9



34.8Other non-current liabilities


1.6



2.0Total non-current liabilities


43.5



36.8Shareholders Equity:Preferred shares; $.01 par (5,000,000 shares
    authorized)






Common shares; $.01 par (50,000,000 shares authorized:22,847,760 shares issued and outstanding at
    December 31, 2010and 22,088,509 at December 31, 2009)


0.2



0.2Additional paid-in capital


39.0



38.2Retained (accumulated deficit) earnings


(6.6
)


12.3Total shareholders equity


32.6



50.7Total Liabilities and Shareholders Equity

$
126.1


$
136.2    -26-




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##### Table of Contents



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
  Common Shares


Additional


Retained


Treasury


TotalOutstanding,


Paid-In


Earnings (Accum-


Shares,


Shareholdersat Par Value


Capital


ulated Deficit)


at Cost


Equity(In millions)Balance at January 1, 2008

$
0.2


$
36.1


$
68.2


$
(0.2
)

$
104.3Net loss










(35.4
)






(35.4
)Comprehensive loss


















(35.4
)Restricted stock issued, net of forfeitures






(0.2
)






0.2



Stock options exercised






0.1











0.1Stock compensation expense






1.3











1.3Balance at December 31, 2008


0.2



37.3



32.8







70.3Net loss










(20.5
)






(20.5
)Comprehensive loss


















(20.5
)Stock compensation expense






0.9











0.9Balance at December 31, 2009


0.2



38.2



12.3







50.7Net loss










(18.9
)






(18.9
)Comprehensive loss


















(18.9
)Stock compensation expense






0.8











0.8Balance at December 31, 2010

$
0.2


$
39.0


$
(6.6
)

$



$
32.6    -27-




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HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2010


2009


2008(In millions)Cash Flows From Operating Activities:Net loss

$
(18.9
)

$
(20.5
)

$
(35.4
)Adjustments to reconcile net loss to cash (used in) provided by
    operations:Net (income) loss from discontinued operations


(0.5
)


0.7



0.2Depreciation and amortization


3.6



4.1



4.3Non-cash interest expense


0.5



0.3



0.2Stock compensation expense


0.8



0.9



1.3Impairment of goodwill






1.0



8.7Gain on disposal of capital assets


(0.4
)


(1.5
)


(1.0
)Deferred income taxes






1.1



(4.1
)Changes in operating assets and liabilities:Trade accounts receivable


4.7



(8.8
)


23.1Inventories


(1.1
)


14.3



29.3Trade accounts payable


0.2



2.4



(26.6
)Other


4.0



(7.4
)


3.6Net cash (used in) provided by operating activities


(7.1
)


(13.4
)


3.6Cash Flows From Investing Activities:Capital expenditures


(0.8
)


(0.9
)


(2.0
)Proceeds from disposition of capital assets


2.2



2.3



1.5Cash provided by (used in) investing activities


1.4



1.4



(0.5
)Cash Flows From Financing Activities:Payments of long term debt and revolving credit debt agreements


(198.2
)


(137.4
)


(242.3
)Borrowings of long term debt and revolving credit debt agreements


204.2



148.5



241.0Repayments of capital lease and other obligations


(0.7
)


(0.6
)


(1.2
)Debt issuance costs


(0.1
)






(0.5
)Exercise of stock options










0.9Cash provided by (used in) financing activities


5.2



10.5



(2.1
)Net (decrease) increase in cash and equivalents


(0.5
)


(1.5
)


1.0Cash and equivalents, beginning of period


1.3



2.8



1.8Cash and equivalents, end of period

$
0.8


$
1.3


$
2.8Supplemental Disclosure of Cash Flow Information:Interest paid

$
1.5


$
1.4


$
2.3Income taxes refunded


(3.1
)


(0.7
)


(5.3
)Cash received from exercise of stock options










0.4Non-cash financing activities:Assets acquired with debt obligations


0.2



0.9



Debt issuance costs financed


1.2







    -28-




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##### Table of Contents



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
    (In Millions, Except Share and Per Share Data)
  1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES  Organization
  Principles of Consolidation
  Revenue Recognition
  Use of Estimates
  Cash and Equivalents 
  Accounts Receivable
  Inventory (last-in, (first-in,
  Supplier Rebates
  Property, Plant and Equipment
 -29-




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##### Table of Contents



Goodwill
  Valuation of Long-Lived Assets
  Shipping and Handling
  Income Taxes
  Net Loss Per Share
  Accounting For Stock-Based Compensation
  Concentration of Credit Risk
  Segments
 -30-




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##### Table of Contents



2.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS        AccumulatedGoodwill


Impairments


Goodwill, NetBalance at January 1, 2008

$
18.7


$
(0.4
)

$
18.3Impairments 2008






(8.7
)


(8.7
)Disposal of business units


(0.2
)


0.2



Balance at December 31, 2008


18.5



(8.9
)


9.6Impairments 2009






(1.0
)


(1.0
)Disposal of business units


(0.4
)


0.4



Balance at December 31, 2009


18.1



(9.5
)


8.6No activity in 2010










Balance at December 31, 2010

$
18.1


$
(9.5
)

$
8.6   AccumulatedCost


Amortization2010


2009


2010


2009Amortizable intangible assets:(1)Customer relationships

$
1.4


$
1.4


$
0.4


$
0.3Covenant not to compete






2.5







2.1     (1)
    
    Amortizable intangible assets are included in Other
    Assets.   -31-




---



##### Table of Contents



3.
    ALLOWANCE
    FOR DOUBTFUL ACCOUNTS    December 31,2010


2009


2008Balance at beginning of year

$
0.7


$
1.4


$
0.8Provision charged to expense


0.6



0.8



2.0Write-offs, less recoveries


(0.6
)


(1.5
)


(1.4
)Balance at end of year

$
0.7


$
0.7


$
1.4     4.
    LONG-TERM
    DEBT    December 31,2010


2009Revolving credit facility

$
41.7


$
34.6Other obligations


0.4



0.8Total debt


42.1



35.4Less current portion


0.2



0.6Long-term debt

$
41.9


$
34.8   Credit Agreement
       -32-




---



##### Table of Contents



Maturities
  2011

$
0.22012


0.12013


2014


41.72015


0.1Thereafter


Total

$
42.1     5.
    PREFERRED
    SHARE PURCHASE RIGHTS    6.
    OTHER
    CURRENT LIABILITIES    7.
    COMMITMENTS
    AND CONTINGENCIES    Non-Cancelable


MinimumOperating


SubleaseLeases


Income


Net2011

$
13.0


$
(1.5
)

$
11.52012


10.9



(1.3
)


9.62013


7.2



(1.2
)


6.02014


5.2



(0.9
)


4.32015


4.7



(0.6
)


4.1Thereafter


5.2







5.2Total minimum lease payments

$
46.2


$
(5.5
)

$
40.7  -33-




---



##### Table of Contents



8.
    EMPLOYEE
    BENEFIT PLANS  Defined Benefit Plans
  Defined Contribution Plans
 -34-




---



##### Table of Contents



9.
    STOCK AND
    INCENTIVE COMPENSATION PLANS  EVA
    Incentive Compensation Plan
    2005
    Executive Incentive Compensation Plan
    2005
    Non-Employee Directors Restricted Stock Plan
    Accounting
    For Stock-Based Compensation
     -35-




---



##### Table of Contents



Stock
    Options
      AverageWeighted


Average


Aggregate


Remaining


UnrecognizedAverage


Remaining


Intrinsic


Vesting


CompensationShares


Exercise Price


Contractual


Value


Period


Expense(000s)


Per Share


Term (Years)


(000s)


(Months)


(000s)Options Outstanding at January 1, 2008


895


$
5.72Granted






Exercised


(170
)


2.30Forfeited


(260
)


5.56Options Outstanding at December 31, 2008


465



7.06Granted






Exercised






Forfeited


(73
)


8.15Options Outstanding at December 31, 2009


392



6.85Granted






Exercised






Forfeited


(141
)


5.16Options Outstanding at December 31, 2010


251


$
7.81



3.6










$
Exercisable at December 31, 2010


251


$
7.81



3.6







N/A



N/A     Options OutstandingWeighted Average





Options ExercisableNumber


Remaining





NumberRange of

Outstanding


Contractual Life


Weighted Average


Exercisable


Weighted AverageExercise Price

(000s)


(Years)


Exercise Price


(000s)


Exercise Price$2.98


2



2.6


$
2.98



2


$
2.98$4.29  $4.40


40



0.1



4.34



40



4.34$7.23


76



3.3



7.23



76



7.23$8.69  $8.78


80



5.1



8.78



80



8.78$9.12  $10.09


53



4.4



10.00



53



10.00Total


251



3.6


$
7.81



251


$
7.81  -36-




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##### Table of Contents



Restricted
    Stock and Restricted Stock Units
      AverageWeighted


Average


Aggregate


Remaining


UnrecognizedAverage


Remaining


Intrinsic


Vesting


CompensationShares


Grant Date


Contractual


Value


Period


Expense(000s)


Fair Value


Term (Years)


(000s)


(Months)


(000s)Outstanding at January 1, 2008


342


$
6.95Granted


480



3.86Restricted stock vested


(132
)


7.41Forfeited


(92
)


5.08Outstanding at December 31, 2008


598



4.73Granted


699



0.42Restricted stock vested


(209
)


4.95Forfeited


(92
)


1.52Outstanding at December 31, 2009


996



1.96Granted


966



0.70Restricted stock vested


(387
)


2.43Forfeited


(155
)


0.93Outstanding at December 31, 2010


1,420


$
1.09



8.6


$
1,349



11


$
553Restricted stock units vested atDecember 31, 2010


60


$
5.70



6.3


$
57



N/A



N/A   10.
    INCOME
    TAXES    2010


2009


2008Current:U.S. Federal tax (benefit)

$
(0.2
)

$
(3.9
)

$
State and local tax


0.1







0.1Total current


(0.1
)


(3.9
)


0.1Deferred:U.S. Federal tax (benefit)


(0.3
)


1.0



(4.1
)State and local tax






0.1



Total deferred


(0.3
)


1.1



(4.1
)Total income tax (benefit)

$
(0.4
)

$
(2.8
)

$
(4.0
)  -37-




---



##### Table of Contents



2010


2009


2008Federal statutory rate


35.0
%


35.0
%


35.0
%Increase (decrease) in taxes resulting from:State and local taxes


2.0



2.0



1.8Contingency accrual adjustment


0.4



(0.2
)


0.2Valuation allowance adjustment


(36.5
)


(24.1
)


(23.3
)Nondeductible items


(0.4
)


(0.3
)


(3.4
)Discountinued operations utilization


1.5







Other, net


0.1







(0.1
)Effective income tax rate


2.1
%


12.4
%


10.2
%   Worker, Homeownership, and Business Assistance Act of
    2009
    2010


2009Assets


Liabilities


Assets


LiabilitiesProperty, plant and equipment

$
0.4


$



$
0.8


$
Goodwill


1.1







1.3



Employee benefits related


1.5







1.4



Inventories


0.6







1.1



LIFO






8.3







8.9Insurance related


0.8







0.8



Other accrued liabilities


1.5







1.2



Accounts receivables


0.4







0.5



Income tax loss carryforwards


29.0







22.2



Other


0.1



0.6



0.1



0.5Gross deferred tax assets and liabilities


35.4



8.9



29.4



9.4Valuation allowance


(26.5
)






(20.0
)


Total

$
8.9


$
8.9


$
9.4


$
9.4      -38-




---



##### Table of Contents



2010

2009Net current deferred taxes

$
(8.2
)

$
(8.2
)Net long-term deferred taxes


8.2



8.2       2010


2009Beginning Balance

$
0.3


$
0.3Additions






0.1Lapse of statute of limitations






(0.1
)Ending Balance

$
0.3


$
0.3       11.
    BASIC AND
    DILUTED NET LOSS PER SHARE    2010


2009


2008Net loss available to common shareholders (numerator)Net loss from continuing operations

$
(19.4
)

$
(19.8
)

$
(35.2
)Net loss from discontinued operations


0.5



(0.7
)


(0.2
)Net loss (numerator)

$
(18.9
)

$
(20.5
)

$
(35.4
)Weighted average shares outstanding (denominator)Basic and diluted shares  continuing operations and
    basic shares  discontinued operations


21,547



21,190



20,923Non-vested restricted shares and restricted stock unitsimpacting  income from discontinued operations


964







Diluted shares  discontinued operations


22,511



21,190



20,923Net income (loss) per share  Basic and DilutedNet loss from continuing operations

$
(0.90
)

$
(0.94
)

$
(1.68
)Net income (loss) from discontinued operations


0.02



(0.03
)


(0.01
)Net loss

$
(0.88
)

$
(0.97
)

$
(1.69
)    -39-




---



##### Table of Contents



12.
    SELECTED
    QUARTERLY FINANCIAL DATA (UNAUDITED)    First


Second


Third


Fourth


FullQuarter


Quarter


Quarter


Quarter


Year2010Net sales

$
103.5


$
133.9


$
127.2


$
103.1


$
467.7Gross profit


19.2



24.7



22.8



18.5



85.2Operating loss


(6.3
)


(1.8
)


(3.8
)


(5.8
)


(17.7
)Net loss from continuing operations


(6.6
)


(2.3
)


(4.4
)


(6.1
)


(19.4
)Net income (loss) from discontinued operations


0.8







(0.1
)


(0.2
)


0.5Net income (loss) per share  DilutedNet loss from continuing operations

$
(0.31
)

$
(0.11
)

$
(0.20
)

$
(0.28
)

$
(0.90
)Net income (loss) from discontinued operations


0.04







(0.01
)


(0.01
)


0.02Net loss

$
(0.27
)

$
(0.11
)

$
(0.21
)

$
(0.29
)

$
(0.88
)2009Net sales

$
100.0


$
119.9


$
131.4


$
103.9


$
455.2Gross profit


15.8



21.6



25.3



21.4



84.1Operating loss


(12.8
)


(5.6
)


(0.5
)


(2.2
)


(21.1
)Net income (loss) from continuing operations


(13.7
)


(5.9
)


(1.0
)


0.8



(19.8
)Net income (loss) from discontinued operations


(0.6
)


(0.1
)


(0.1
)


0.1



(0.7
)Net income (loss) per share  DilutedNet income (loss) from continuing operations

$
(0.65
)

$
(0.28
)

$
(0.05
)

$
0.03


$
(0.94
)Net loss from discontinued operations


(0.03
)














(0.03
)Net income (loss)

$
(0.68
)

$
(0.28
)

$
(0.05
)

$
0.03


$
(0.97
)   13.
    DISCONTINUED
    OPERATIONS    14.
    BRANCH
    CLOSURES AND OTHER SEVERANCE       -40-




---



##### Table of Contents



OperatingInventory


Expenses


TotalJanuary 1, 2008

$



$
1.8


$
1.8Branch closures and other severance


1.0



2.1



3.1Amount paid/utilized


(1.0
)


(3.0
)


(4.0
)Balance December 31, 2008






0.9



0.9Branch closures and other severance


(0.3
)


1.4



1.1Amount paid/utilized


0.3



(1.4
)


(1.1
)Balance December 31, 2009






0.9



0.9Branch closures and other severance






0.3



0.3Amount paid/utilized






(0.3
)


(0.3
)Balance December 31, 2010

$



$
0.9


$
0.9  -41-




---



##### Table of Contents



ITEM 8 
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE   
  ITEM 8A 
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and
    Procedures Rule 13a-15(e)
      Managements Report on Internal Control Over Financial
    Reporting Rules 13a-15(f). Internal Control 
    Integrated Framework Internal Control  Integrated Framework,
 
  ITEM 8B 
    OTHER
    INFORMATION   
  ITEM 9B 
    OTHER
    INFORMATION  2010 EVA
    Bonus Awards
   -42-




---



##### Table of Contents



2010Executive Officer

EVA Bonus AwardJon P. Vrabely  President and Chief Executive Officer

$
200,430Philip W. Keipp  Vice President and Chief Financial
    Officer

$
95,892Gregory W. Gurley  Vice President, Product Management
    and Marketing

$
82,530    
  PART III
 
  ITEM 9 
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE      www.huttig.com.
  (314) 216-2600
   
  ITEM 10 
    EXECUTIVE
    COMPENSATION   
  ITEM 11 
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS   -43-




---



##### Table of Contents



Equity
    Compensation Plan Information
    Number of SecuritiesRemaining AvailableNumber of





for Future IssuanceSecurities to be





Under EquityIssued upon


Weighted-Average


Compensation PlansExercise of


Exercise Price of


(ExcludingOutstanding


Outstanding


SecuritiesOptions, Warrants


Options, Warrants


Reflected in Columnand Rights


and Rights


(a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


270,880


$
2.97



0
(1)Equity compensation plans not approved by security holders(2)


40,000
(3)

$
4.34



1,638,461Total


310,880


$
3.14



1,638,461     (1)
    
    All securities have been issued under equity compensation plans
    approved by the shareholders at December 31, 2010.(2)
    
    Includes written option agreements providing for option grants
    to certain of the Companys non-employee directors (see
    footnote (3) below).(3)
    
    Includes options to purchase 20,000 shares at a per share
    exercise price of $4.34 granted on January 22, 2001 to each
    of Messrs. Bigelow and Forté both of whom are
    directors of the Company. All of these options have vested in
    full.  
 ITEM 12 
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    
 ITEM 13 
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    PART IV
  
 ITEM 14 
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES                     -44-




---



##### Table of Contents



Exhibit Index
  3
.1

Restated Certificate of Incorporation of the Company.
    (Incorporated by reference to Exhibit 3.1 to the
    Form 10 filed with the Commission on September 21,
    1999.)3
.2

Amended and Restated Bylaws of the Company as amended as of
    September 26, 2007. (Incorporated by reference to
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed with the Commission on September 28, 2007.)4
.1

Certificate of Designations of Series A Junior
    Participating Preferred Stock of the Company. (Incorporated by
    reference to Exhibit 4.6 to the 1999
    Form 10-K.)4
.2

Amended and Restated Revolving Credit Agreement dated as of
    September 3, 2010, among the Company, Huttig Inc., General
    Electric Capital Corporation, as agent, co-syndication agent and
    lenders, Wells Fargo Capital Finance, LLC, as letter of credit
    issuer, co-collateral agent, co-syndication agent and lender and
    the other lenders signatory thereto from time to time
    (Incorporated by reference to Exhibit 10.1 to the
    Companys
    Form 8-K
    filed on September 10, 2010)10
.1

Tax Allocation Agreement by and between Crane and the Company
    dated December 16, 1999. (Incorporated by reference to
    Exhibit 10.1 to the 1999
    Form 10-K.)10
.2

Employee Matters Agreement between Crane and the Company dated
    December 16, 1999. (Incorporated by reference to
    Exhibit 10.2 to the 1999
    Form 10-K.)*10
.3

1999 Stock Incentive Plan. (Incorporated by reference to
    Exhibit 10.5 to Amendment No. 4 to the Form 10
    filed with the Commission on December 6, 1999.)*10
.4

Form of Stock Option Agreement under the Companys 1999
    Stock Incentive Plan. (Incorporated by reference to
    Exhibit 10.6 to the 1999
    Form 10-K.)*10
.5

Amended and Restated 2001 Stock Incentive Plan (Incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2002.)*10
.6

Form of Stock Option Agreement under the Companys 2001
    Stock Incentive Plan. (Incorporated by reference to
    Exhibit 10.10 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2001 (the 2001
    Form 10-K).)*10
.7

Form of Indemnification Agreement for Executive Officers and
    Directors. (Incorporated by reference to Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed with the Commission on October 4, 2005.)10
.8

Registration Rights Agreement by and between The Rugby Group PLC
    and the Company dated December 16, 1999. (Incorporated by
    reference to Exhibit 10.14 to the 1999
    Form 10-K.)10
.9

Letter Agreement dated August 20, 2001 between the Company
    and The Rugby Group Limited. (Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    dated August 29, 2001)10
.10

Joint Defense Agreement dated January 19, 2005, between the
    Company and The Rugby Group Ltd. and Rugby IPD Corp
    (Incorporated herein by reference to Exhibit 10.29 to the
    2004
    Form 10-K)+*10
.11

Amendment No. 1 to 1999 Stock Incentive Plan (Incorporated
    by reference to Exhibit 10.35 to the Companys
    Form 10-K/A
    (Amendment No. 1) filed with the Commission on
    August 8, 2005)*10
.12

Amendment No. 1 to Amended and Restated 2001 Stock
    Incentive Plan (Incorporated by reference to Exhibit 10.36
    to the Companys
    Form 10-K/A
    (Amendment No. 1) filed with the Commission on
    August 8, 2005)*10
.13

EVA Incentive Compensation Plan (as amended effective
    January 1, 2004) (Incorporated by reference to
    Exhibit 10.38 to the Companys
    Form 10-K/A
    (Amendment No. 2) filed with the Commission on
    October 17, 2005)*10
.14

2005 Executive Incentive Compensation Plan, Second Amendment and
    Restatement Effective December 8, 2009 (Incorporated by
    reference to Exhibit 4.1 to the Companys
    Form S-8
    Registration Statement filed with the Commission on
    January 26, 2010)*10
.15

2005 Nonemployee Directors Restricted Stock Plan, As
    Amended and Restated Effective December 8, 2009
    (Incorporated by reference to Exhibit 4.2 to the
    Companys
    Form S-8
    Registration Statement filed with the Commission on
    January 26, 2010) -45-




---



##### Table of Contents



*10
.16

Form of Restricted Stock Agreement under 2005 Executive
    Incentive Compensation Plan (incorporated by reference to
    Exhibit 10.7 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2005)*10
.17

Form of Stock Option Agreement under 2005 Executive Compensation
    Plan (Incorporated by reference to Exhibit 10.8 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2005)*10
.18

Form of Restricted Stock Unit Agreement under the 2005
    Nonemployee Directors Restricted Stock Plan (incorporated
    by reference to Exhibit 10.33 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005)*10
.19

EVA Executive Incentive Plan for the year 2006 (Incorporated by
    reference to Exhibit 10.37 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005.)*10
.20

Executive Agreement dated December 4, 2006 between Jon P.
    Vrabely and the Company (Incorporated herein by reference to
    Exhibit 10.38 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2006.)*10
.21

Deferred Compensation Plan  2008 Restatement
    (Incorporated herein by reference to Exhibit 10.33 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007)*10
.22

Amended and Restated Executive Agreement between Huttig Building
    Products, Inc. and Jon Vrabely effective as of June 24,
    2008 (Incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2008)*10
.23

Offer Letter dated June 24, 2009 from the Company to Philip
    W. Keipp (Incorporated by reference to Exhibit 10.1 to the
    Companys
    Form 8-K
    filed with the Commission on July 2, 2009)*10
.24

Amendment No. 1 to Amended and Restated Executive Agreement
    between the Company and Jon P. Vrabely effective
    September 28, 2009 (Incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2009)*10
.25

Form of Letter Amendment to Change in Control Agreements
    (Incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2009)*10
.26

Amendment No. 2 to Amended and Restated Executive Agreement
    between the Company and Jon P. Vrabely effective as of
    April 12, 2010 (Incorporated by reference to
    Exhibit 10.1 to the Companys
    Form 10-Q
    for the quarter ended June 30, 2010.)*10
.27

Compensation arrangements for certain named executive officers*10
.28

Compensation arrangements with outside directors*10
.29

Release of All Claims fully executed on September 7, 2010
    between Richard Baltz and the Company (Incorporated by to
    Exhibit 10.2 to the Companys
    Form 8-K
    filed on September 10, 2010.)21
.1

Subsidiaries23
.1

Consent of KPMG LLP, independent registered public accounting
    firm31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Management contract or compensatory plan or arrangement.+
    
    Certain portions of this Exhibit have been omitted based on an
    order granting confidential treatment under the Securities
    Exchange Act of 1934. -46-




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Jon
    P. Vrabely  President and Chief Executive Officer
      Signature

Title

Date/s/  Jon
    P. VrabelyJon
    P. Vrabely

President, Chief Executive Officer and Director (Principal
    Executive Officer)

February 24, 2011/s/  Philip
    W. KeippPhilip
    W. Keipp

Vice President and Chief Financial Officer (Principal Financial
    and Accounting Officer)

February 24, 2011/s/  R.
    S. EvansR.
    S. Evans

Chairman of the Board

February 24, 2011/s/  E.
    Thayer BigelowE.
    Thayer Bigelow

Director

February 24, 2011/s/  Richard
    S. FortéRichard
    S. Forté

Director

February 24, 2011/s/  Donald
    L. GlassDonald
    L. Glass

Director

February 24, 2011/s/  J.
    Keith MatheneyJ.
    Keith Matheney

Director

February 24, 2011/s/  Delbert
    H. TannerDelbert
    H. Tanner

Director

February 24, 2011/s/  Steven
    A. WiseSteven
    A. Wise

Director

February 24, 2011  -47-