##### 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,
    2009o

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

43-0334550(State or other jurisdiction of incorporation or
    organization)

(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 þ(Do not check if a smaller
    reporting company)

Smaller Reporting
    Company o   Rule 12b-2 o þ
  June 30, 2009 14 million
  February 19, 2010
  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 PROCEEDINGSITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5 -- MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6 -- SELECTED CONSOLIDATED FINANCIAL DATAITEM 7 -- MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTAL DATAITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A -- CONTROLS AND PROCEDURESITEM 9B -- OTHER INFORMATIONPART IIIITEM 10 -- DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11 -- EXECUTIVE COMPENSATIONITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14 -- PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15 --  EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-10.28EX-10.29EX-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
     2




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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 and L.
    J. Smith;
    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 focus product for us. The engineered wood
    product line offers us the ability to provide our customers with 3




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value-added services, such as floor system take-offs,
    cut-to-length
    packages and
    just-in-time,
    cross-dock delivery capabilities.  year-to-year
  2009

2008

2007Millwork


45
%


46
%


50
%General Building Products


46
%


43
%


37
%Wood Products


9
%


11
%


13
%   Customers
      Organization
        Sales
  on-site
 4




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Distribution
    Strategy and Operations
            Competition
        Seasonality,
    Market Conditions and Working Capital
   5




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Credit
    Backlog
    Tradenames
  ®
 6




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Environmental
    Matters
        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.
   7




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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.
   8




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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.
    We
    will have to replace our existing credit facility before it
    expires under terms which may be unfavorable and/or more
    restrictive as compared to our existing facility.
    A
    significant portion of our sales are concentrated with a
    relatively small number of customers. A loss of one or more of
    these customers could have a 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 credit worthiness 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.
   9




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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;
    geographic coverage; and
    breadth of product offerings.      We
    have retained accident risk under our insurance programs.
    Significant claims and/or our inability 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.
   10




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Our
    failure to attract and retain key personnel could have a
    material adverse effect on our future success.
    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.
   11




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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.
    Our
    financial results reflect the seasonal nature of our
    operations.
   
  ITEM 1B 
    UNRESOLVED
    STAFF COMMENTS   
  ITEM 2 
    PROPERTIES   
  ITEM 3 
    LEGAL
    PROCEEDINGS      Environmental
    Matters
   12




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ITEM 4 
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   
  PART II
 
  ITEM 5 
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  30-day
    2009

2008High

Low

High

LowFirst Quarter

$
0.50


$
0.11


$
4.78


$
2.17Second Quarter


1.02



0.27



2.85



1.64Third Quarter


1.00



0.80



3.15



1.50Fourth Quarter


0.90



0.60



2.38



0.24    13




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14




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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)12/04


$
100.00



$
100.00



$
100.0012/05



80.38




104.91




139.7812/06



50.62




121.48




115.9412/07



38.18




128.16




71.4612/08



4.40




80.74




67.3612/09



7.18




102.11




92.15     (1)
    
    The peer group includes the following companies: QEP Co., Watsco
    Inc., Building Materials Holding Corporation, Bluelinx Holdings,
    Inc. and Universal Forest Products, Inc. 15




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ITEM 6 
    SELECTED
    CONSOLIDATED FINANCIAL DATA    Year Ended December 31,2009

2008

2007

2006

2005(In millions, except per share data)Income Statement Data:(1)Net sales

$
455.2


$
671.0


$
874.8


$
1,102.7


$
1,097.2Cost of sales


371.1



548.6



709.8



896.9



884.7Gross margin


84.1



122.4



165.0



205.8



212.5Operating expenses


105.7



151.3



174.1



209.9



182.9Goodwill impairment


1.0



8.7



0.8







Gain on disposal of capital assets


(1.5
)


(1.0
)


(2.4
)






(2.5
)Operating profit (loss)


(21.1
)


(36.6
)


(7.5
)


(4.1
)


32.1Interest expense, net


1.5



2.6



4.2



5.3



4.6Income (loss) from continuing operations before income taxes


(22.6
)


(39.2
)


(11.7
)


(10.0
)


27.5Provision (benefit) for income taxes


(2.8
)


(4.0
)


(3.7
)


(2.3
)


10.4Net income (loss) from continuing operations


(19.8
)


(35.2
)


(8.0
)


(7.7
)


17.1Per share:Net income (loss) from continuing operations (basic)


(0.94
)


(1.68
)


(0.39
)


(0.38
)


0.85Net income (loss) from continuing operations (diluted)


(0.94
)


(1.68
)


(0.39
)


(0.38
)


0.84Balance Sheet Data (at end of year):Total assets


136.2



146.0



212.7



250.6



271.3Debt  bank, capital leases and other obligations(2)


35.4



24.1



26.6



45.7



33.2Total shareholders equity


50.7



70.3



104.3



109.7



114.9     (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 7 
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
   16




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Industry
    Conditions
          Critical
    Accounting Policies
    Accounts Receivable
  Inventory
  Valuation of Goodwill and Other Long-Lived
    Assets
 17




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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
 18




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and/or
    Stock-Based Compensation
    Results
    of Operations
  Fiscal
    2009 Compared to Fiscal 2008
  Continuing
    Operations
       19




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Discontinued
    Operations
    Fiscal
    2008 Compared to Fiscal 2007
  Continuing
    Operations
       20




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stock-based
          Discontinued
    Operations
    Liquidity
    and Capital Resources
   21




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Operations 
  Investing 
  Financing 
       22




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Off-Balance
    Sheet Arrangements
    Commitments
    and Contingencies
    Payments Due by Period2011-


2013-


BeyondTotal


2010


2012


2014


2014Long-term debt, including current portion(1)

$
35.4


$
0.6


$
34.7


$
0.1


$
Operating lease obligations


50.9



12.2



19.8



9.7



9.2Guaranteed payments(2)


0.8



0.4



0.4







Total

$
87.1


$
13.2


$
54.9


$
9.8


$
9.2     (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.  Recent
    Accounting Developments
    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, distribution
    channel, 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 2010 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 2010 as compared to 2009,
    our expectation that 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 could incur higher interest rates, additional
    costs and more restrictions, when we replace our credit facility
    in the future;
    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; 23




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
    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;
    our expectation regarding 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;
    cyclical and seasonal trends.    forward-looking Item 1A-Risk
 
  ITEM 7A 
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK       24




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ITEM 8 
    FINANCIAL
    STATEMENTS AND SUPPLEMENTAL DATA  Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework Managements Report on Internal Control Over Financial
    Reporting
        Internal Control  Integrated
    Framework
     25




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##### Table of Contents



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF
    OPERATIONS
  Year Ended December 31,2009


2008


2007(In millions, except per share data)Net sales

$
455.2


$
671.0


$
874.8Cost of sales


371.1



548.6



709.8Gross margin


84.1



122.4



165.0Operating expenses


105.7



151.3



174.1Goodwill impairment


1.0



8.7



0.8Gain on disposal of capital assets


(1.5
)


(1.0
)


(2.4
)Operating loss


(21.1
)


(36.6
)


(7.5
)Interest expense, net


1.5



2.6



4.2Loss from continuing operations before income taxes


(22.6
)


(39.2
)


(11.7
)Benefit for income taxes


(2.8
)


(4.0
)


(3.7
)Loss from continuing operations


(19.8
)


(35.2
)


(8.0
)Loss from discontinued operations, net of taxes


(0.7
)


(0.2
)


(0.2
)Net loss

$
(20.5
)

$
(35.4
)

$
(8.2
)Net loss from continuing operations per share  basic
    and diluted

$
(0.94
)

$
(1.68
)

$
(0.39
)Net loss from discontinued operations per share 
    basic and diluted


(0.03
)


(0.01
)


(0.01
)Net loss per share  basic and diluted

$
(0.97
)

$
(1.69
)

$
(0.40
)    26




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##### Table of Contents



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2009


2008(In millions)ASSETSCurrent Assets:Cash and equivalents

$
1.3


$
2.8Trade accounts receivable, net


41.8



33.0Inventories


45.1



59.4Other current assets


7.8



5.5Total current assets


96.0



100.7Property, Plant and Equipment:Land


5.6



5.6Building and improvements


29.2



29.4Machinery and equipment


28.4



29.5Gross property, plant and equipment


63.2



64.5Less accumulated depreciation


42.3



40.1Property, plant and equipment, net


20.9



24.4Other Assets:Goodwill, net


8.6



9.6Other


2.5



3.3Deferred income taxes


8.2



8.0Total other assets


19.3



20.9Total Assets

$
136.2


$
146.0LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Current maturities of long-term debt

$
0.6


$
0.4Trade accounts payable


25.9



23.5Deferred income taxes


8.2



6.9Accrued compensation


1.6



4.3Other accrued liabilities


12.4



14.4Total current liabilities


48.7



49.5Non-current Liabilities:Long-term debt, less current maturities


34.8



23.7Other non-current liabilities


2.0



2.5Total non-current liabilities


36.8



26.2Shareholders Equity:Preferred shares; $.01 par (5,000,000 shares
    authorized)






Common shares; $.01 par (50,000,000 shares authorized:22,088,509 shares issued at December 31, 2009 and
    21,478,631 at December 31, 2008)


0.2



0.2Additional paid-in capital


38.2



37.3Retained earnings


12.3



32.8Total shareholders equity


50.7



70.3Total Liabilities and Shareholders Equity

$
136.2


$
146.0    27




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


Additional





Treasury


TotalOutstanding,


Paid-In


Retained


Shares,


Shareholdersat Par Value


Capital


Earnings


at Cost


Equity(In millions)Balance at January 1, 2007

$
0.2


$
35.5


$
76.0


$
(2.0
)

$
109.7Net loss










(8.2
)






(8.2
)Comprehensive loss


















(8.2
)Cumulative effect of adoption of FIN 48










0.4







0.4Restricted stock issued, net of forfeitures






(1.1
)






1.1



Stock options exercised






0.1







0.7



0.8Stock compensation






1.6











1.6Balance at December 31, 2007


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






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






0.9











0.9Balance at December 31, 2009

$
0.2


$
38.2


$
12.3


$



$
50.7    28




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##### Table of Contents



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2009


2008


2007(In millions)Cash Flows From Operating Activities:Net loss

$
(20.5
)

$
(35.4
)

$
(8.2
)Adjustments to reconcile net loss to cash provided by (used in)
    operations:Net loss from discontinued operations


0.7



0.2



0.2Depreciation and amortization


4.4



4.5



4.8Stock compensation expense


0.9



1.3



1.6Impairment of long-lived assets


1.2



8.7



1.3Gain on disposal of capital assets


(1.5
)


(1.0
)


(2.4
)Deferred income taxes


1.1



(4.1
)


0.3Other adjustments






(0.1
)


1.0Changes in operating assets and liabilities:Trade accounts receivable


(8.8
)


23.1



18.0Inventories


14.3



29.3



8.6Trade accounts payable


2.4



(26.6
)


(12.0
)Other


(7.6
)


3.7



0.6Net cash provided by (used in) operating activities


(13.4
)


3.6



13.8Cash Flows From Investing Activities:Capital expenditures


(0.9
)


(2.0
)


(3.0
)Proceeds from disposition of capital assets


2.3



1.5



4.0Total cash provided by (used in) investing activities


1.4



(0.5
)


1.0Cash Flows From Financing Activities:Payments of debt on term and revolving credit debt agreements


(137.4
)


(242.3
)


(277.4
)Borrowings of debt on term and revolving credit debt agreements


148.5



241.0



260.4Repayments of capital lease and other obligations


(0.6
)


(1.2
)


(3.2
)Debt issuance costs






(0.5
)


Exercise of stock options






0.9



1.1Total cash provided by (used in) financing activities


10.5



(2.1
)


(19.1
)Net increase (decrease) in cash and equivalents


(1.5
)


1.0



(4.3
)Cash and equivalents, beginning of period


2.8



1.8



6.1Cash and equivalents, end of period

$
1.3


$
2.8


$
1.8Supplemental Disclosure of Cash Flow Information:Interest paid

$
1.4


$
2.3


$
4.3Income taxes refunded


(0.7
)


(5.3
)


(4.4
)Cash received from exercise of stock options






0.4



0.6Non-cash financing activities:Assets acquired with debt obligations


0.9







1.1    29




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HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
    (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
 30




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##### Table of Contents



Goodwill
  Valuation of Long-Lived Assets
  Shipping
  Income Taxes
  Net Loss Per Share
  Accounting For Stock-Based Compensation
  Concentration of Credit Risk
  Financial Information About Industry Segments
 31




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##### Table of Contents



2.
    RECENT
    ACCOUNTING DEVELOPMENTS    3.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS      AccumulatedCost

Amortization2009

2008

2009

2008Unamortizable intangible assets:Goodwill, net

$
8.6


$
9.6



N/A



N/AAmortizable intangible assets:(1)Covenant not to compete


2.5



2.5


$
2.1


$
1.6Customer relationships


1.4



1.4



0.3



0.3Trademarks






0.5







0.4     (1)
    
    Amortizable intangible assets are included in Other
    Assets    4.
    ALLOWANCE
    FOR DOUBTFUL ACCOUNTS    2009


2008


2007Balance at beginning of year

$
1.4


$
0.8


$
0.8Provision charged to expense


0.8



2.0



0.8Write-offs, less recoveries


(1.5
)


(1.4
)


(0.8
)Balance at end of year

$
0.7


$
1.4


$
0.8    32




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##### Table of Contents



5.
    LONG-TERM
    DEBT    2009


2008Revolving credit facility

$
34.6


$
23.5Other obligations


0.8



0.6Total debt


35.4



24.1Less current portion


0.6



0.4Long-term debt

$
34.8


$
23.7   Credit Agreement
       33




---



##### Table of Contents



Maturities
  2010

$
0.62011


34.62012


2013


0.12014


Thereafter


0.1Total

$
35.4     6.
    PREFERRED
    SHARE PURCHASE RIGHTS    7.
    OTHER
    CURRENT LIABILITIES    8.
    COMMITMENTS
    AND CONTINGENCIES    Non-Cancelable


MinimumOperating


SubleaseLeases


Income


Net2010

$
13.9


$
(1.7
)

$
12.22011


12.4



(1.5
)


10.92012


10.2



(1.3
)


8.92013


6.7



(1.2
)


5.52014


5.1



(0.9
)


4.2Thereafter


9.8



(0.6
)


9.2Total minimum lease payments

$
58.1


$
(7.2
)

$
50.9      34




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##### Table of Contents



9.
    EMPLOYEE
    BENEFIT PLANS  Defined Benefit Plans
  Defined Contribution Plans
   35




---



##### Table of Contents



10.
    STOCK AND
    INCENTIVE COMPENSATION PLANS  2005
    Executive Incentive Compensation Plan
    2005
    Non-Employee Directors Restricted Stock Plan
    EVA
    Incentive Compensation Plan
    Accounting
    For Stock-Based Compensation
   36




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##### 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)Outstanding at January 1, 2007


1,224


$
5.49Granted






Exercised


(208
)


2.69Forfeited


(121
)


8.57Outstanding at December 31, 2007


895



5.72Granted






Exercised


(170
)


2.30Forfeited


(260
)


5.56Outstanding at December 31, 2008


465



7.06Granted






Exercised






Forfeited


(73
)


8.15Outstanding at December 31, 2009


392


$
6.85



3.4










$
Exercisable at December 31, 2009


392


$
6.85



3.4







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


10



3.6


$
2.98



10


$
2.98$4.29  $4.40


140



0.4



4.30



140



4.30$7.23


93



4.3



7.23



93



7.23$8.69  $8.78


88



6.1



8.78



88



8.78$9.12  $10.09


61



5.3



10.01



61



10.01Total


392



3.4


$
6.85



392


$
6.85  37




---



##### 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)


(ooos)


(Months)


(ooos)Outstanding at January 1, 2007


210


$
9.15Granted


262



6.12Restricted stock vested


(93
)


9.16Forfeited


(37
)


7.98Outstanding at December 31, 2007


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


$
1.96



8.7


$
722



12


$
819Restricted stock units vested atDecember 31, 2009


60


$
5.70



7.3


$
44



N/A



N/A   11.
    INCOME
    TAXES    2009


2008


2007Current:U.S. Federal tax (benefit)

$
(3.9
)

$



$
(4.1
)State and local tax






0.1



0.1Total current


(3.9
)


0.1



(4.0
)Deferred:U.S. Federal tax (benefit)


1.0



(4.1
)


0.3State and local tax


0.1







Total deferred


1.1



(4.1
)


0.3Total income tax (benefit)

$
(2.8
)

$
(4.0
)

$
(3.7
)  38




---



##### Table of Contents



2009


2008


2007Federal statutory rate


35.0
%


35.0
%


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


2.0



1.8



7.4Contingency accrual adjustment


(0.2
)


0.2



0.8Valuation allowance adjustment


(24.1
)


(23.3
)


(7.6
)Nondeductible items


(0.3
)


(3.4
)


(3.6
)Other, net






(0.1
)


(0.4
)Effective income tax rate


12.4
%


10.2
%


31.6
%   Worker, Homeownership, and Business Assistance Act of
    2009
    2009


2008Assets


Liabilities


Assets


LiabilitiesAccelerated depreciation

$
0.8


$



$
1.6


$
Goodwill


1.3







1.1



Employee benefits related


1.4







1.6



Inventories


1.1







2.2



LIFO






8.9







9.5Insurance related


0.8







1.2



Other accrued liabilities


1.2







1.2



Accounts receivables


0.5







0.6



Income tax loss carryforwards


22.2







16.1



Other


0.1



0.5



0.3



0.5Gross deferred tax assets and liabilities


29.4



9.4



25.9



10.0Valuation allowance


(20.0
)






(14.8
)


Total

$
9.4


$
9.4


$
11.1


$
10.0      39




---



##### Table of Contents



2009

2008Net current deferred taxes

$
(8.2
)

$
(6.9
)Net long-term deferred taxes


8.2



8.0       2009


2008Beginning Balance

$
0.3


$
0.3Additions


0.1



Lapse of statute of limitations


(0.1
)


Ending Balance

$
0.3


$
0.3       12.
    BASIC AND
    DILUTED NET LOSS PER SHARE    2009


2008


2007Net loss available to common shareholdersNet loss from continuing operations

$
(19.8
)

$
(35.2
)

$
(8.0
)Net loss from discontinued operations


(0.7
)


(0.2
)


(0.2
)Net loss (numerator)

$
(20.5
)

$
(35.4
)

$
(8.2
)Weighted average number of basic and diluted shares outstanding
    (denominator)


21,190



20,923



20,570Net loss per share  Basic and DilutedNet loss from continuing operations

$
(0.94
)

$
(1.68
)

$
(0.39
)Net loss from discontinued operations


(0.03
)


(0.01
)


(0.01
)Net loss

$
(0.97
)

$
(1.69
)

$
(0.40
)     13.
    SELECTED
    QUARTERLY FINANCIAL DATA (UNAUDITED)   40




---



##### Table of Contents



First


Second


Third


Fourth


FullQuarter


Quarter


Quarter


Quarter


Year2009Net 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
)2008Net sales

$
166.8


$
195.4


$
182.8


$
126.0


$
671.0Gross profit


32.1



36.7



33.0



20.6



122.4Operating loss


(13.3
)


(2.8
)


(6.2
)


(14.3
)


(36.6
)Net loss from continuing operations


(9.8
)


(2.4
)


(7.7
)


(15.3
)


(35.2
)Net loss from discontinued operations






(0.1
)






(0.1
)


(0.2
)Net loss per share  DilutedNet loss from continuing operations

$
(0.47
)

$
(0.11
)

$
(0.37
)

$
(0.73
)

$
(1.68
)Net loss from discontinued operations






(0.01
)










(0.01
)Net loss

$
(0.47
)

$
(0.12
)

$
(0.37
)

$
(0.73
)

$
(1.69
)   14.
    DISCONTINUED
    OPERATIONS    15.
    BRANCH
    CLOSURES AND OTHER SEVERANCE       41




---



##### Table of Contents



OperatingInventory


Expenses


TotalJanuary 1, 2007

$



$
1.2


$
1.2Branch closures and other severance


1.5



4.2



5.7Amount paid/utilized


(1.5
)


(3.6
)


(5.1
)Balance December 31, 2007






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


$
0.9  42




---



##### Table of Contents



ITEM 9 
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE   
  ITEM 9A 
    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 9B 
    OTHER
    INFORMATION   
  PART III
 
  ITEM 10 
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   43




---



##### Table of Contents



www.huttig.com
  (314) 216-2600
   
  ITEM 11 
    EXECUTIVE
    COMPENSATION   
  ITEM 12 
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Available forNumber of Securities





Future Issuance Underto be Issued upon


Weighted-Average


Equity CompensationExercise of


Exercise Price of


Plans (ExcludingOutstanding Options,


Outstanding Options,


Securities Reflected inWarrants and Rights


Warrants and Rights


Column)Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


312,380


$
6.67



208,712
(1)Equity compensation plans not approved by security holders(2)


140,000
(3)

$
4.30



2,200,000Total


452,380


$
5.94



2,408,712     (1)
    
    To the extent such shares are not issued pursuant to future
    option grants, 208,712 of such shares are available for issuance
    in the form of awards of restricted stock under the
    Companys 2005 Executive Incentive Compensation Plan and 3
    of such shares are available for awards under the Companys
    2005 Non-Employee Director Restricted Stock Plan. 44




---



##### Table of Contents



(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 100,000 shares at a per share
    price of $4.29 granted on January 24, 2000 to
    Mr. Evans, a director of the Company. 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 13 
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE   
  ITEM 14 
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   
  PART IV
 
  ITEM 15 
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES      
    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

Rights Agreement dated December 6, 1999 between the Company
    and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
    (Incorporated by reference to Exhibit 4.1 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1999 (the 1999
    Form 10-K).)4
.2

Amendment No. 1 to Rights Agreement between the Company and
    ChaseMellon Shareholders Services, L.L.C. (Incorporated by
    reference to Exhibit 4.4 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2000.)4
.3

Amendment No. 2 to Rights Agreement, dated
    February 25, 2005, by and between the Company and Mellon
    Investor Services LLC, as Rights Agent (Incorporated by
    reference to Exhibit 4.1 to the Companys Current
    Report on
    Form 8-K
    filed with the Commission on March 3, 2005.)4
.4

Amendment No. 3 to Rights Agreement, dated April 14,
    2005, by and between the Company and Mellon Investor Services
    LLC, as Rights Agent (Incorporated by reference to
    Exhibit 4.1 to the Companys Current Report on
    Form 8-K
    filed with the Commission on April 18, 2005.) 45




---



##### Table of Contents



4
.5

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
.6

Credit Agreement dated as of October 20, 2006 among the
    Company, Huttig, Inc. and Huttig Texas Limited Partnership, the
    other credit parties signatory thereto, the lenders signatory
    thereto, General Electric Capital Corporation, as agent lender,
    GE Capital Financial, Inc., as an L/C issuer and the other
    lenders signatory thereto from time to time (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2006.)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

Master Supply Agreement, dated August 2, 2004, between the
    Company and Woodgrain Millwork, Inc. (Incorporated by reference
    to Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2004)+10
.11

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
.12

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
.13

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
.14

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
.15

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
.16

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) 46




---



##### Table of Contents



*10
.17

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
.18

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
.19

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
.20

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
.21

Form of 2006 Amended and Restated Change of Control Agreement
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2006)*10
.22

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
.23

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
.24

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
.25

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
.26

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
.27

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
.28

Compensation arrangements for certain named executive officers*10
.29

Compensation arrangements with outside directors21
.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. 47




---



##### 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 25 2010/s/  Philip
    W. KeippPhilip
    W. Keipp

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

February 25, 2010/s/  R.
    S. EvansR.
    S. Evans

Chairman of the Board

February 25, 2010/s/  E.
    Thayer BigelowE.
    Thayer Bigelow

Director

February 25, 2010/s/  Richard
    S. FortéRichard
    S. Forté

Director

February 25, 2010/s/  Donald
    L. GlassDonald
    L. Glass

Director

February 25, 2010/s/  J.
    Keith MatheneyJ.
    Keith Matheney

Director

February 23, 2010/s/  Delbert
    H. TannerDelbert
    H. Tanner

Director

February 25, 2010/s/  Steven
    A. WiseSteven
    A. Wise

Director

February 25, 2010  48




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##### Table of Contents



Shareholder
    Information
   Corporate Headquarters
    314-216-2600
 314-216-2601
  Stock Listing
    Shareholder Services
 314-216-2600
 www.huttig.com
  Transfer Agent
   02021-1011
 800-622-6757
 www.computershare.com
  Independent Auditors
      The Annual Meeting of Shareholders
     Board Of
    Directors
  R. S. Evans
     E. Thayer Bigelow
     Richard S. Forté
    Donald L. Glass
    J. Keith Matheney
   Delbert H. Tanner
    Jon P. Vrabely
   Steven A. Wise
  Executive
    Officers
  Jon P. Vrabely
    Philip W. Keipp
    Richard A. Baltz
    Gregory W. Gurley
    Brian D. Robinson
    Operational
    Officers
  Robert J. Pearce
    Rick P. Richardson
    Certifications
  Form 10-K
 49