UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended October 3, 2009

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from                     to

Commission file number 333-118086

AMES TRUE TEMPER, INC.

DELAWARE		22-2335400
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
465 Railroad Avenue, Camp Hill, Pennsylvania		17011
(Address of principal executive offices)		(Zip Code)

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o      No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes o      No þ

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

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o      No o

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

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o
				(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o      No þ

     As of December 14, 2009, the registrant had 1,000 shares of its common stock, $1.00 par value, outstanding.

Documents Incorporated by Reference
None

 

 

AMES TRUE TEMPER, INC.

FORM 10-K

YEAR ENDED OCTOBER 3, 2009

TABLE OF CONTENTS

PART I				3
Item 1.		BUSINESS		3
Item 1A.		RISK FACTORS		9
Item 1B		UNRESOLVED STAFF COMMENTS		14
Item 2.		PROPERTIES		15
Item 3.		LEGAL PROCEEDINGS		16
Item 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		16
PART II				17
Item 5.		MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		17
Item 6.		SELECTED FINANCIAL DATA		17
Item 7.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		19
Item 7A.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		34
Item 8.		FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		36
Item 9.		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		78
Item 9A(T).		CONTROLS AND PROCEDURES		78
Item 9B.		OTHER INFORMATION		78
PART III				79
Item 10.		DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		79
Item 11.		EXECUTIVE COMPENSATION		83
Item 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		91
Item 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		92
Item 14.		PRINCIPAL ACCOUNTANT FEES AND SERVICES		93
PART IV				95
Item 15.		EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		95
EX-12.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

TERMS USED IN THIS FORM 10-K

     Unless otherwise noted, or indicated by the context, in this Form 10-K the terms the “Company,” “we,” “us,” “Ames True Temper” and “our” refer to Ames True Temper, Inc. and its subsidiaries; the term “parent” refers to ATT Holding Co., the owner of 100% of our capital stock, which has no assets other than our capital stock. References to our fiscal years are to our parent’s 52 or 53 week period that generally ends on the Saturday nearest to September 30 of such year. The 2009 fiscal year is a 53 week period ended on October 3, 2009. The 2008 and 2007 fiscal years ended on September 27, 2008 and September 29, 2007, respectively, were 52 week years.

TRADEMARKS AND SERVICE MARKS

     We own or have the rights to various trademarks, copyrights and trade names used in our business, including, but not limited to, the following: Ames^®, Ames True Temper^®, Dynamic Design™, Garant^®, Jackson^®, True Temper^®, Razor-Back^®, UnionTools^® and Hound Dog^®.

     This Form 10-K includes trade names and trademarks of other companies. Our use or display of other parties’ trade names, trademarks or products is not intended to and does not imply a relationship with, or endorsement or sponsorship of, the trade name or trademark owners.

FORWARD-LOOKING STATEMENTS

     This annual report on Form 10-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Forward-looking statements may include the words “may,” “plans,” “will,” “estimates,” “anticipates,” “believes,” “expects,” “intends” and similar expressions. Although we believe that such statements are based on reasonable assumptions, these forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from our historical experience and those projected or assumed in our forward-looking statements. These factors, risks and uncertainties include, but are not limited to, those described in Part I, “Item 1A. Risk Factors” and elsewhere in this report.

     Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. We do not intend, and we undertake no obligation, to update any forward-looking statement.

PART I

Item 1. BUSINESS

Our History

     Ames True Temper was formed in 1999 when Ames and its then parent, U.S. Industries, Inc (“USI”), acquired True Temper from the Huffy Corporation, combining two non-powered landscaping products companies with market leadership positions in long handle tools and wheelbarrows. Ames, founded in 1774, only manufactured shovels for much of its history. However, over the last three decades, Ames acquired several companies to expand its product lines and geographical reach. For example, in 1991, Ames acquired Garant, a Canadian lawn and garden tool manufacturer. In 1997, Ames acquired Woodings-Verona and IXL in two separate transactions, adding striking tool and hickory handle manufacturing capabilities, respectively.

     Founded in 1809 in Vermont, True Temper started as a manufacturer of agricultural products, particularly shovels and other digging tools. Like Ames, True Temper also expanded its product lines through acquisitions. In 1981, True Temper acquired Jackson Manufacturing, a leading manufacturer of wheelbarrows and carts. In addition, True Temper acquired Meaford Steel Products, a leading Canadian wheelbarrow manufacturer, in 1996, and SuperLight, a leading aluminum rake manufacturer, in 1997.

     As part of a restructuring plan, USI decided to divest its non-powered landscaping product business in 2001. Wind Point Partners, a private equity investment firm, in conjunction with Richard Dell, our retired President and Chief Executive Officer, and Duane Greenly, our President and Chief Executive Officer, purchased this business in January 2002. Over the next nineteen months we completed three acquisitions to complement our product portfolio and enhance our sourcing capabilities. In November 2002, we acquired Dynamic Design, a leading supplier of plastic and foam flowerpots, outdoor planters, window boxes, indoor planters and hanging baskets. In May 2003, we acquired Outdoor Inspirations, to enter the garden hose market. In August 2003, we acquired Greenlife, a leading supplier of non-powered landscaping products manufactured in China.

     In June 2004, affiliates of Castle Harlan, Inc., a New York-based private-equity investment firm, together with certain of our employees, completed the acquisition of our Company. In order to acquire our Company, CHATT Holdings, Inc., “the buyer,” and CHATT Holdings LLC, “the buyer-parent,” were formed. Upon completion of the acquisition, affiliates of Castle Harlan, Inc. owned approximately 87% of the buyer-parent and management owned approximately 13%.

     On April 7, 2006, we acquired Acorn Products, Inc. (“Acorn”), the parent company of UnionTools, Inc., (“Union”), a business engaged in the manufacture and distribution of non-powered landscaping products. On April 12, 2006, we acquired substantially all of the assets and properties of Hound Dog Products Inc. (“Hound Dog”), a business that designs, markets and distributes non-powered specialty tools. These businesses were acquired to expand the Company’s product lines.

General

     We are a global provider of non-powered landscaping products that make work easier for homeowners and professionals. We believe that our global manufacturing strategy, based primarily upon a blend of domestic manufacturing and sourced product, makes us cost-competitive while allowing us to provide a high level of customer service.

     Our Company is organized and managed by three reporting segments: United States (“U.S.”), Canada and Other. The U.S. segment includes sales within the U.S., Mexico and Australia. The Canada segment consists of sales within Canada and the Other segment consists of sales within Ireland and Europe. Additional information regarding segments is provided in Note 9 of the Notes to Consolidated Financial Statements in this report.

Brands

     Our brands are among the most recognized across our primary product categories in the North American non-powered landscaping products market. Our brand portfolio includes, but is not limited to, Ames^®, True Temper^®, Ames True Temper^®, Dynamic Design™ and Garant^®, as well as contractor-oriented brands including UnionTools^®, Razor-Back^® Professional Tools and Jackson^® Professional Tools. This strong portfolio of brands allows us to build and maintain long-standing relationships with the leading companies that sell our product categories and to offer specific branding strategies for key retail customers.

     In addition to the brands listed above, we also sell unbranded products to capture the opening price point at major retailers or to satisfy the entire product offering of a customer. While the opening price point category historically has not generated significant revenues, it is an important part of establishing our step-up strategy. As an example, we use opening price point products for our long handle tools to strengthen the position of that category’s “good,” “better” and “best” product lines. We also manufacture and distribute products under proprietary customer brands as requested.

Products

     Leveraging a strong portfolio of brand names, we manufacture and market one of the broadest product portfolios in the non-powered landscaping product industry. This portfolio is anchored by two core product categories: long handle tools and wheelbarrows. We believe that, as a result of our brands’ strengths, high product quality, high level of customer service and strong customer relationships, we have earned market-leading positions in the long handle tool and wheelbarrow product lines.

     The following is a brief description of our primary product lines:

•

Long Handle Tools: A broad line of internally designed and developed long handle tools including shovels, spades, scoops, rakes, hoes, cultivators, weeders, post hole diggers, scrapers, edgers and forks are marketed under leading brand names including Ames, True Temper, Jackson Professional Tools, UnionTools, Razor-Back Professional Tools, Greenlife and Garant. We offer numerous types of heads, including poly, steel and aluminum, and various handles manufactured from wood, steel, aluminum, engineered polymers and fiberglass. The long handle tool line is designed to include a wide range of handle lengths, blade sizes and various features to meet the needs of our end-users. Long handle tools are both a manufactured and sourced product.

•

Wheelbarrows: We design, develop and manufacture a full line of wheelbarrows and lawn carts, primarily under the Ames, True Temper, Jackson Professional Tools, Razor-Back Professional Tools, UnionTools and Garant brand names. The wheelbarrows range in size (2 cubic feet to 10 cubic feet), material (poly and steel), tray form, tire type, handle length and color based on the needs of homeowners, landscapers and contractors. We also source a small portion of the wheelbarrow line from third party suppliers.

•

Planters and Lawn Accessories: We are a distributor of indoor and outdoor planters and accessories mostly sold under the Dynamic Design brand name. We, along with outside resources, design the products which are manufactured by third party suppliers. We offer a wide range of designs and planter sizes (from 6 to 24 inches) which are available in various colors and primarily made of resin and fiberglass. In fiscal 2009, we introduced the Ecogardener™ line of planters made of approximately 90% renewable resources that are biodegradable.

•

Snow Tools: A complete line of snow tools is marketed under the Ames True Temper, True Temper and Garant brand names. The snow tool line includes shovels, pushers, roof rakes, sled sleighs, scoops and ice scrapers for which we internally design, develop and manufacture. A wide range of handles and shapes made of wood, aluminum and steel are included in the line as well as a wide range of head sizes and shapes made of poly, steel and aluminum.

•

Striking Tools: Axes, picks, mattocks, mauls, wood splitters, sledgehammers and repair handles make up the striking tools product line. These products are marketed under the True Temper,

Jackson Professional Tools, UnionTools, Garant and Razor-Back Professional Tools brand names. We internally design these products which come in various sizes, forms and weighted heads that are made of steel with wood, fiberglass or composite handles. Striking tools are both a manufactured and sourced product.

•

Pruning: Our pruning line is made up of pruners, loppers, shears and other tools sold primarily under the Ames and True Temper brand names. We, along with outside resources, design the products which are manufactured by third party suppliers. The pruning tools are made of aluminum and steel blades with handles made from a variety of materials depending upon the tool. A variety of handle sizes, lengths, cutting blade styles and sizes and cutting capacities exist in the product line.

•

Garden Hoses and Hose Reels: We offer a wide range of both manufactured and sourced garden hoses and hose reels under the Ames and Jackson Professional Tools brand names. Our hoses are made of rubber and vinyl and come in a variety of lengths (6 to 100 feet), uses (both home and industrial applications) and styles (such as non-kinking and abrasion resistant material). Our hose reels are made of resin, metal and aluminum and have a hose capacity up to 300 feet. Both our garden hoses and hose reels are designed in house and through outside resources.

     We also provide offerings in other product lines including Hound Dog^® specialty tools.

Customers

     We sell our products primarily in the U.S. and Canada through (1) retail centers, including home centers and mass merchandisers, such as The Home Depot, Lowe’s Companies, Wal-Mart, Target, Tractor Supply Company, Canadian Tire and Rona, (2) wholesale chains, including hardware stores and garden centers, such as Ace, Do-It-Best, Orgill and True Value and (3) industrial distributors, such as Grainger and McMaster-Carr.

     The following table includes the approximate percentage of net sales represented by The Home Depot, Lowe’s Companies, Inc., and our ten largest customers:

		October 3,				September 27,				September 29,
		2009				2008				2007
The Home Depot			30	%			31	%			31	%
Lowe’s Companies, Inc.			20				17				18
Ten largest customers			74				70				71

     The following table presents net sales by geographic area (in thousands):

		October 3,				September 27,				September 29,
		2009				2008				2007
United States		$	361,728			$	403,603			$	421,810
Canada			85,558				92,593				71,005
Europe			4,905				7,257				7,952
Total		$	452,191			$	503,453			$	500,767

Product Development

     Our product development efforts focus on new products and product line extensions. We develop products through our in-house industrial design and engineering staffs and through our relationships with a number of outside product engineering and design firms to introduce new products timely and cost effectively.

     Examples of recent new product initiatives include the True Temper Master Gardener™ series of long handle tools designed for the gardening enthusiast, Titanium Xtra^® shovels for maximum toughness, PowerStep^® shovels for safe and secure foot placement, Excavator^® shovels allowing digging to be made easy, an all-new True Temper branded pruning product line focused on ergonomics and precision cutting, Total Control^® sledges and axes for high performance and precision, Tech-no-Kink^® non-kinking hoses featuring SpringFlex, Duramax™ abrasion-proof hoses with Armor Tech^® technology, and Total Control watering cans with multi-grips and EZ-fill openings making watering a breeze.

Sales and Marketing

     Our sales organization is structured by distribution channel in the U.S. and by country internationally. In the U.S., we have dedicated a team of sales professionals for each of our large retail customers. We maintain offices adjacent to each of our three largest customers’ headquarters, as well as dedicated in-house sales analysts at our corporate office. In addition, we have assigned sales professionals to our domestic, wholesale and industrial distribution channels. We also have sales teams located in Canada and Ireland to handle our Canadian and European sales efforts, respectively. In fiscal 2008, we initiated marketing and distribution efforts in Mexico and Australia.

     To assist our clients in marketing our products and responding to new customer trends, we have created teams headed by a product line marketing director focused on each product line. Each team is responsible for implementing category-specific marketing strategies, including new product development, Stock Keeping Unit rationalization and support for key accounts.

     We offer internal graphics capabilities to design catalogs, labels, point of purchase and other sales materials. In addition, we monitor point of sale and sell-through activity to identify product opportunities and develop merchandising programs to help our customers achieve their sales objectives. We also work closely with external research firms, design studios and product engineering organizations to identify and capitalize on emerging consumer and professional end user trends.

Raw Materials and Suppliers

     The primary raw material inputs for our products include resin (primarily polypropylene and high density polyethylene), wood (mainly ash, hickory and poplar logs) and steel (hot rolled and cold rolled). In addition, we purchase some key materials and components, such as metal fork components, wheelbarrow tires, shovel heads and fiberglass handles; however, we complete most of the final assembly internally in order to ensure consistent quality for our customers. During fiscal 2009, we purchased approximately 13% of our total raw materials from one supplier. No single supplier provided more than 13%, 9% and 9% of our raw materials or components as of fiscal 2009, fiscal 2008 and fiscal 2007, respectively.

Competition

     The non-powered landscaping product industry is highly competitive and fragmented. Most of our competitors consist of small, privately-held companies focusing on a single product category. Some of our competitors include Fiskars and Truper in various tool categories, Suncast in hose reels and accessories and Colorite/Swan in garden hoses. In addition, we face competition from imported or sourced products from China, India and other low-cost producing countries, particularly in long handled tools, wheelbarrows, planters, striking tools and pruning tools. We believe the principal factors by which we compete are quality, performance, price, brand strength, reliability and customer service, with the relative importance of each factor varying by product line. Additionally, our three Asian joint ventures enable us to compete with products from low-cost producing countries.

     We believe that our size, product depth and category knowledge provide us with a competitive advantage. In addition, we believe that some offshore manufacturers lack sufficient distribution capabilities to service large retailers. We also believe that our extensive wood mill infrastructure and expertise in curing wood handles, coupled with our proximity to American ash and hickory sources, provide us with a competitive advantage over offshore manufacturers.

Distribution

     We have five distribution centers of which we operate four. The largest of these is a 1.2 million square foot facility in Carlisle, Pennsylvania. Our other U.S. facility is in Reno, Nevada. Finished goods from our manufacturing sites are transported to these facilities by our internal fleet, over the road trucking and rail. Additionally, light assembly is performed at our Carlisle, Pennsylvania and Reno, Nevada locations. We maintain a distribution center in Canada and Ireland and utilize a third party distribution center in Mexico City, Mexico. Effective October 3, 2009, the Louisville, Kentucky distribution center was closed.

     Our streamlined logistics and manufacturing capabilities allow us to deliver products cost effectively with shorter lead times, providing our customers significant value for our products and services.

Joint Ventures

     We hold joint venture interests ranging from 25% to 35% in three separate joint ventures. We do not share in the profits or losses of the joint ventures. Under the terms of the Chinese joint venture agreements, we are entitled to minority representation on the board of directors of each joint venture and do not receive financial information for the joint ventures.

Chengde Greenlife Houseware Co., Ltd. Joint Venture

     This joint venture, owned by Pingquan County Stamping Factory (65%), us (30%) and Dick Liao (5%), manufactures metal home and gardening products. We are responsible under the joint venture agreement for handling the sale of products outside of China, while the joint venture is responsible for the sale of products within China with the exception of global customers. The term of the joint venture agreement is 15 years and was entered into during 2003. The joint venture may be terminated by mutual agreement of the joint venture parties.

Fujian Greenlife Tools of Garden Co., Ltd. Joint Venture

     This joint venture, owned by Fujian Huakun Implement Company Limited (Fujian) (35%), Fuzhou Huatian Auto Accessories Company Limited (35%), us (25%) and Dick Liao (5%) manufactures poly rakes, steel rakes, cutting tools and car components. Fujian is responsible for the development, engineering and production of products, while we are responsible for exporting products of the joint venture. The term of the joint venture agreement is 10 years and was entered into during 2003. The joint venture can be terminated by mutual agreement of the joint venture parties.

Dalian Greenlife Tools Co., Ltd. Joint Venture

     This joint venture, owned by Shushi (Dalian) Steel Shovel Manufacturing Co. (57%), us (35%) and Dick Liao (8%), manufactures assorted garden tools and metal products. We are responsible for exporting the products of the joint venture. The term of the joint venture agreement is 20 years and was entered into during 2003. The joint venture may be terminated by mutual agreement of the joint venture parties.

Intellectual Property

     We hold registered U.S. trademarks and issued U.S. patents, which are important to our business. Additionally, we and our wholly-owned subsidiaries hold trademarks, patents and copyrights in countries where we sell our products. We also hold an exclusive license in the U.S. and Canada to manufacture Clog-Free™ rakes.

Employees

     As of October 3, 2009, we had approximately 1,452 full-time employees worldwide. Most of these employees work in manufacturing and distribution for the U.S. segment. At certain times of the year, we augment our workforce with temporary workers to accommodate seasonal increases in business activity. Approximately 145 of our U.S. employees are represented by the following:

1)

United Brotherhood of Carpenters and Joiners of America (UBCJ); contract expires September, 2012,

2)

United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union; contract expires October, 2013,

3)

International Brotherhood of Teamsters (IBT); contract expires April, 2013.

     In addition, 201 employees in our Canadian segment are represented by the Trade Union Advisory Committee. The collective bargaining agreement affecting these employees is in place until October, 2013. In Ireland, 15 of approximately 32 employees are covered by one labor agreement and participate in a national wage plan. We believe that our relations with our employees are generally good.

Environmental and Other Regulations

     Our operations, both in the United States and abroad, are subject to federal, state, local and foreign environmental laws, ordinances and regulations that limit discharges into the environment. There are established standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of hazardous materials, substances and wastes. There are also established standards that require cleanup of contaminated soil and groundwater. These laws, ordinances and regulations are complex, change frequently and have tended to become more stringent over time. Many of them provide for substantial fines and penalties, orders (including orders to cease operations) and criminal sanctions for violations. They may also impose liability for property damage and personal injury stemming from presence of, or exposure to hazardous substances. In addition, certain of our operations require us to obtain, maintain compliance with, and periodically renew permits.

     Certain of these laws, including the U.S. Comprehensive Environmental Response, Compensation and Liability Act, may require the investigation and cleanup of an entity’s or its predecessor’s current or former properties, even if the associated contamination was caused by the operations of a third party. These laws also may require the investigation and cleanup of third-party sites at which an entity or its predecessor sent hazardous wastes for disposal, notwithstanding that the original disposal activity accorded with all applicable requirements. Liability under such laws may be imposed jointly and severally, and regardless of fault.

     Prior to entering into a Settlement and Release Agreement with Jacuzzi Brands, Inc. on May 15, 2006, we were entitled to indemnification by the former owners for 100% of costs for remediation efforts arising out of certain environmental conditions that were known at the time of closing and 80% of costs for remediation efforts for certain other known items. We were also entitled to indemnification for costs of remediation efforts arising out of certain environmental conditions that were unknown at the time of closing, subject to a sliding scale cost allocation scheme. Upon executing the Settlement and Release Agreement, the Company assumed all environmental liabilities as a result of the release of the environmental indemnities. A portion of the settlement payment offset the recording of additional environmental liabilities in fiscal 2006. This settlement payment pertained to our Harrisburg, Pennsylvania facility, St. Francois, Quebec, Canada facility and two Parkersburg, West Virginia facilities. During fiscal 2009, we completed active remediation for our Harrisburg, Pennsylvania and St. Francois, Quebec, Canada sites. No further action at these sites is required at this time. The Company continues to carry environmental insurance. While we do not expect to incur significant costs associated with the remaining projects in West Virginia, there can be no assurance that all such costs will be covered by insurance.

     We are currently engaged in site investigation or active remediation at three sites, which is the result of historical facility operations prior to our ownership. We are actively remediating two locations in Parkersburg, West Virginia and a facility in Frankfort, New York. The active remediation of the two Parkersburg locations is nearly complete, and we believe these sites will be granted no further action status by the West Virginia Department of Environmental Protection in 2010. We are actively working with the New York State Department of Environmental Conservation and the New York State Department of Health on the remediation of our Frankfort site. During our initial remediation activities, an underground fuel oil tank with surrounding soil contamination was discovered and is taking significant efforts to remediate. As a result, we recorded a charge to cost of goods sold of approximately $2.6 million for the costs associated with the removal of the fuel oil tank and soil contamination during the fourth quarter of fiscal 2009. The

circumstance affecting our loss estimate includes the extent of the soil contamination. We believe remediation will be completed by the end of fiscal 2010.

     In May 2008, we experienced a fuel oil release at our Camp Hill, Pennsylvania facility. Active remediation has been completed and we are in the “monitoring stage” awaiting direction from the Pennsylvania Department of Environmental Protection. While the monitoring is still proceeding and final resolution is pending, we are confident that all costs associated with this issue will be covered by insurance, limiting our exposure to our deductible.

     We could be subject to claims brought pursuant to applicable laws, ordinances and regulations for property damage or personal injury resulting from the environmental impacts of our operations. Increasingly stringent environmental requirements, more aggressive enforcement actions, the discovery of unknown conditions or the bringing of future claims may cause our expenditures for environmental, health and safety matters to increase, and we may incur material costs associated with such matters.

     We also are subject to the requirements of U.S. Department of Labor Occupational Safety and Health Administration (“OSHA”). In order to maintain compliance with applicable OSHA requirements, we have established uniform safety and compliance procedures for our operations and implemented measures to prevent workplace injuries.

     We have incurred and will continue to incur costs to comply with the requirements of environmental, health and safety laws, ordinances and regulations. We anticipate that these requirements will become more stringent in the future, and we cannot provide assurance that compliance costs will not be material.

Segment Reporting

     Duane R. Greenly is our President and Chief Executive Officer (CEO). In this position, Mr. Greenly maintains functional responsibility for the U.S. segment along with corporate responsibilities as CEO. Our “chief operating decision maker,” as the term is defined in related accounting guidance, includes our CEO and geographic Presidents or Managing Directors.

     During the fourth quarter of fiscal 2009, the Company consummated an internal reorganization between the U.S. and Canada segments. Pursuant to this reorganization, a Canadian subsidiary of the Company transferred all of the outstanding shares of a U.S. subsidiary of the Company to a separate U.S. subsidiary. This transfer resulted in fiscal 2008 and fiscal 2007 trade name impairments reported in our U.S. segment. See Note 9 in the notes to the consolidated financial statements for further information.

General Information

     The Company timely files all required reports with the Securities and Exchange Commission. All of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those filed reports are available at www.sec.gov.

Item 1A. RISK FACTORS

     In addition to the other information set forth in this Form 10-K, you should carefully consider the following factors which could materially affect our business, financial condition or future results.

We depend on a small number of customers for a significant portion of our business.

     Our two largest customers accounted for 50% (30% and 20%) of our net sales for fiscal 2009. Our ten largest customers accounted for approximately 74% of our total net sales during fiscal 2009. The loss or reduction in orders from any of these customers could have a material adverse effect on our business and our financial results, as could customer disputes regarding shipments, fees, brand use and positioning, merchandise condition or related matters. Our business also may be negatively affected by changes in the policies of our significant retail customers, such as return policies or reductions in shelf space allocation to us.

     We also extend credit to our customers, which exposes us to credit risk. Our two largest customers and our ten largest customers accounted for approximately 48% and 60%, respectively, of our net accounts

receivable as of October 3, 2009. If one or more of these customers were to become insolvent or were otherwise unable to pay us, our financial condition, results of operations and cash flows would be adversely affected.

Our results of operations may be adversely impacted by macroeconomic events.

     Beginning in 2008 continuing through 2009 and into fiscal 2010, global macroeconomic conditions have experienced a significant downturn. Purchases of our products are discretionary for consumers and consumers are generally more willing to purchase our products during periods in which favorable macroeconomic conditions prevail. Therefore, our business has been adversely affected. If the current macroeconomic environment persists or worsens, consumers may further reduce or delay their purchases of our products. Any such reduction in purchases could have a material adverse effect on our financial condition, results of operations and cash flows.

     In addition, the demand for certain of our products has historically been partially correlated to new home construction and sales of existing homes. The U.S. and Canadian housing markets are undergoing a significant downturn, which has been exacerbated by recent macroeconomic conditions. This downturn has been characterized by a lower rate of new home construction, decreased sales of homes to first-time homebuyers and decreased movement to new homes by existing homeowners. This downturn has negatively affected our sales. A continuation of this downturn or further deterioration in housing market conditions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Reliance on third party suppliers and manufacturers may impair our ability to meet customer demands.

     We rely on a limited number of domestic and foreign companies, including our joint venture partners, to supply components and manufacture certain of our products. The percentage of our products, based on net sales that we source was approximately 43% in fiscal 2009. We anticipate that this percentage will remain at or near the fiscal 2009 level through fiscal 2010. Reliance on third party suppliers and manufacturers may reduce our control over the timing of deliveries and quality of products. Reduced product quality or failure to deliver products quickly may jeopardize our relationships with certain of our key customers. In addition, reliance on third party suppliers or manufacturers may result in failure to meet our customer demands. Continued turbulence in the worldwide economy may affect the liquidity and financial condition of our suppliers. Should any of these parties fail to manufacture sufficient supply, go out of business or discontinue a particular component, we may not be able to find alternative suppliers in a timely manner, if at all. Such events could impact our ability to fill orders, which would have a material adverse effect on our customer relationships.

If we are unable to obtain raw materials for our products at favorable prices it could adversely impact our operating performance.

     Our suppliers primarily provide resin (primarily polypropylene and high density polyethylene), wood (mainly ash, hickory and poplar logs) and steel (hot rolled and cold rolled). During fiscal 2009, we purchased approximately 13% of our total materials from one supplier. No other single supplier provided more than 10% of our components in 2009. We cannot assure you that we may not experience shortages of raw materials or components for our products or be forced to seek alternative sources of supply. If temporary shortages due to disruptions in supply caused by weather, transportation, production delays or other factors require us to secure our raw materials from sources other than our current suppliers, we may not be able to do so on terms as favorable as our current terms or at all. In addition, material increases in the cost of any of these items on an industry-wide basis could have an adverse impact on our operating performance and cash flows if we are unable to recoup these increased costs from our customers, which could have a material adverse effect on our business and financial results. We currently do not engage in hedging or other financial risk management strategies with respect to potential price fluctuations in the cost of raw materials.

We are subject to risks associated with our foreign operations.

     We have operations in Canada, China and Ireland, either directly or through joint ventures. We also have a third party distribution arrangement in Mexico. Our foreign operations are subject to the risk of fluctuations in the relative value of the U.S. dollar and the local unit of currency. The recent decline of the value of the U.S. dollar relative to local units of currency lowered our foreign operating results in fiscal 2009. During fiscal 2009, we hedged some of our fiscal 2010 forecasted Canadian operations purchases that are denominated in U.S. dollars. These contracts do not qualify for hedge accounting treatment and the gains and losses are recorded in earnings.

     Foreign operations are subject to risks that can materially increase the cost of operating in foreign countries and thereby may reduce our overall profitability. These risks include, but are not limited to:

	•		currency exchange rate fluctuations;
	•		increases in foreign tax rates and foreign earnings potentially being subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions;
	•		general economic and political conditions in countries where we operate and/or sell our products, including inflation;
	•		the difficulties associated with managing our organization spread throughout various countries;
	•		required compliance with a variety of foreign laws and regulations; and
	•		limited protection of intellectual property in certain foreign jurisdictions.

We are subject to risks associated with our operations in China.

     A substantial amount of our sourcing is done through our Chinese joint ventures. China does not have a well-developed, consolidated body of laws governing foreign investment enterprises. Enforcement of existing laws or contracts based on existing law may be uncertain and sporadic, and it may be difficult to obtain swift and equitable enforcement or to obtain enforcement of a judgment by a court of another jurisdiction. The relative inexperience of China’s judiciary in many cases creates additional uncertainty as to the outcome of any litigation. In addition, interpretation of statutes and regulations may be subject to government policies reflecting domestic political changes.

     Furthermore, a substantial portion of our pruning tools, as well as all of our foam and fiberglass planters, are manufactured in China and must be shipped into the U.S. When they enter the U.S., these products may be subject to import quotas, import duties and other restrictions. Any inability to import these products into the U.S. and any tariffs we may be required to pay with respect to these products may have a material adverse result on our business and results of operations, financial position and cash flows.

Unseasonable weather could have a negative impact on our business and financial results.

     Demand for lawn and garden products is influenced by weather, particularly weekend weather during the peak gardening season. Our sales volumes could be adversely affected by certain weather patterns such as unseasonably cool or warm temperatures, hurricanes, water shortages or floods. In addition, lack of snow or lower than average snowfall during the winter season may also result in reduced sales of certain products, such as snow shovels and other snow tools. As a result, our business, financial results, cash flow and our ability to service our debt could be adversely affected.

Our lawn and garden sales are highly seasonal which could impact our cash flow and operating results.

     Because our lawn and garden products are used primarily in the spring and summer, our business is highly seasonal. In fiscal 2009, 60% of our sales occurred during our second and third fiscal quarters. A majority of our operating income and cash flow is generated in this period. Our working capital needs and our borrowings generally peak near the end of our second fiscal quarter in preparation for the spring selling season. If cash on hand and borrowings under our senior credit facility are ever insufficient to meet our seasonal needs or if cash flow generated during the spring and summer is insufficient to repay our

borrowings on a timely basis, this seasonality could have a material adverse effect on our business, results of operations, financial condition and cash flow.

Our industry is highly competitive and we may not be able to compete successfully.

     All aspects of the lawn and garden industry, including attracting and retaining customers and pricing, are competitive. To compete effectively, we must, among other things, maintain our relationships with key retailers, continually develop innovative new products that appeal to consumers and deliver products on a reliable basis at competitive prices. We cannot assure you that we will be able to maintain existing competitive advantages we have in our market. We compete for customers with various consumer product manufacturers and numerous other companies that produce home and garden tools and accessories, including foreign manufacturers that export their products to the United States.

     Our current or potential competitors may offer products at a lower price or products and services that are superior to ours. In addition, our competitors may be more effective and efficient in integrating new technologies. Furthermore, as a result of business combinations or acquisitions, some of our competitors could become more formidable and may have substantially more resources at their disposal than us. Any of these factors may cause price reductions, reduced gross margins, decreased sales and reduced ability to attract and retain customers.

Further consolidation in the retail industry may adversely affect our profitability.

     Home centers and mass merchandisers have consolidated and increased in scale. If, as we expect, this trend continues, our customers will likely seek more favorable terms, including pricing, for their purchases of our products, which will limit our ability to raise prices, including to recoup raw material and other cost increases. Sales on terms less favorable to us than our current terms will have an adverse effect on our profitability.

A failure to successfully introduce new products could result in a reduction in sales and floor space at retailers that carry our products.

     We believe that our future success will depend, in part, upon our ability to develop, market and produce new products, as well as to continue to improve existing products. We may not continue to be successful in the timely introduction and marketing of new products or innovations to our existing products. If we fail to successfully introduce, market and manufacture new products or product innovations and differentiate our products from those of our competitors, our ability to maintain or enhance our industry position could be adversely affected, which in turn could materially adversely affect our business, financial condition or results of operations and cash flows.

The products that we manufacture could expose us to product liability claims.

     Our business exposes us to potential product liability risks, which are inherent in the manufacture and distribution of certain of our products. From time to time, various suits and claims have been brought against us asserting injury sustained while using our products. Although we generally seek to insure against these risks, there can be no assurance that our coverage may be adequate and we may not be able to maintain insurance on acceptable terms. A successful product liability claim in excess of our insurance coverage could have a material adverse effect on us and could prevent us from obtaining adequate product liability insurance in the future on commercially reasonable terms or at all. Moreover, any adverse publicity arising from claims made against us could adversely affect the reputation and sales of our products.

     From approximately 1993 through 1999, we manufactured and sold 647,000 wheelbarrows with poly wheel hubs. Various claims have been submitted, and lawsuits filed, to recover for injuries sustained while inflating tires on these wheelbarrows. In 2002, we participated in a voluntary “fast track” recall of these wheelbarrows with the Consumer Product Safety Commission. We again voluntarily recalled these wheelbarrows in June 2004 in cooperation with the Consumer Product Safety Commission. However, less than 1% of the total products sold were returned, leaving an unknown number in service. To date, we have responded to 34 claims involving this product. All known claims have been resolved. Although we believe

that we have sufficient insurance coverage in place to cover these claims, a successful claim may exceed the limits of our coverage.

Our ability to pay our debt or seek alternative financing may be adversely impacted.

     We have a significant amount of debt that could adversely affect our financial health and prevent us from fulfilling our obligations. Our substantial indebtedness could have important consequences. For example, it could:

	•		make it more difficult for us to satisfy our obligations under outstanding indebtedness and otherwise;
	•		increase our vulnerability to general adverse economic and industry conditions;
	•		require us to dedicate a substantial portion of cash flows from operating activities to payments on our indebtedness, which would reduce the cash flows available to fund working capital, capital expenditures, research and development efforts and other general corporate requirements;
	•		limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
	•		place us at a competitive disadvantage compared to our competitors that have less debt;
	•		limit our ability to borrow additional funds; and
	•		expose us to risks inherent in interest rate fluctuations because some of our borrowings are at variable rates of interest, which could result in higher interest expense in the event of increases in interest rates.

     Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and acquisitions will depend on our ability to generate cash in the future. This, to some extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

     We cannot provide assurance that our business will generate sufficient cash flow from operating activities or that future borrowings will be available to us under our credit facility in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We will need to refinance our Senior Subordinated Notes and our Senior Floating Rate Notes on or before maturity in 2012, and we may need to refinance our revolving credit facility on or before maturity in 2011. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. Our credit facility contains restrictive covenants and cross default provisions that require us to maintain specified financial covenants. Our ability to satisfy those financial covenants can be affected by events beyond our control, and we cannot provide assurance that we will satisfy those covenants. A breach of any of these financial covenants or other covenants could result in a default. Upon the occurrence of an event of default, the lenders could elect to declare the applicable outstanding indebtedness due immediately and payable and terminate all commitments to extend further credit. We cannot be sure that our lenders would waive a default or that we could pay the indebtedness in full if it were accelerated.

Environmental health and safety laws, ordinances and regulations impose risks and costs on us.

     Our operations are subject to federal, state, local and foreign laws, ordinances and regulations governing the protection of the environment and health and safety matters, including, but not limited to, those regulating discharges into the air and water, the use, handling and disposal of hazardous or toxic substances, the management of wastes, the cleanup of contamination and the control of noise and odors. We have made, and will continue to make, expenditures to comply with these requirements. While we believe, based upon current information, that we are in substantial compliance with all applicable environmental laws, ordinances and regulations, we cannot assure you of this, and we could be subject to potentially significant fines or penalties for any failure to comply. Moreover, under certain environmental laws, a current or previous owner or operator of real property, and parties that generate or transport hazardous

substances that are disposed of at real property, may be held liable for the cost to investigate or clean up such real property and for related damages to natural resources. We may be subject to liability, including liability for investigation and cleanup costs, resulting from historical or ongoing operations if contamination is discovered at one of our current or former facilities, or at a landfill or other location where we have disposed of, or arranged for the disposal of, wastes.

We depend on the service of key individuals, the loss of any of which could materially harm our business.

     Our success will depend, in part, on the efforts of our executive officers and other key employees. The loss of the services of any of our key employees could have a material adverse effect on us. We do not maintain key man life insurance on our executive officers.

Unionized employees could strike or participate in a work stoppage.

     We employ approximately 1,452 people on a full-time basis, approximately 25% of whom are covered by collective bargaining or similar labor agreements. We currently are a party to five such agreements. If our unionized employees were to engage in a strike or other work stoppage, or if we are unable to negotiate acceptable extensions of our agreements with labor unions resulting in a strike or other work stoppage by the affected workers, we could experience a significant disruption of operations and increased operating costs. In addition, any renegotiation or renewal of labor agreements could result in higher wages or benefits paid to unionized employees, which could increase our operating costs and could have a material adverse effect on our profitability.

We may be required to record impairment charges for goodwill and indefinite-lived intangible assets.

     We are required to assess goodwill and indefinite-lived intangible assets annually for impairment or on an interim basis if changes in circumstances or the occurrence of events suggest impairment exists. If impairment testing indicates that the carrying value of our reporting units or indefinite-lived intangible assets exceeds the respective fair value, an impairment charge would be recognized. For fiscal 2009, we have approximately $57.5 million of goodwill and $47.9 million of indefinite-lived intangible assets. Indefinite-lived intangible asset impairment charges were $0.8 million, $15.6 million and $4.4 million as of fiscal 2009, fiscal 2008 and fiscal 2007, respectively. If our goodwill or indefinite-lived intangible assets were to become further impaired, our results of operations could be materially and adversely affected.

We may not be able to acquire complementary lawn and garden product manufacturers or brands. In addition, our acquisition strategy may negatively impact our operating results, divert management’s attention from operating our core business, and expose us to other risks.

     Part of our growth strategy includes pursuing acquisitions. We may not be able to find suitable acquisition targets, make suitable acquisitions on favorable terms or obtain financing for such acquisitions. In addition, we may not be able to successfully integrate future acquisitions. Future acquisitions may result in significant integration costs, and we may not realize the anticipated strategic benefits of any future acquisitions. Acquisitions may involve a number of special risks, including, but not limited to:

	•		adverse short-term effects on our profitability and cash flows as a result of integration costs;
	•		diversion of management’s attention from the operation of our core business;
	•		difficulties assimilating and integrating the operations of the acquired company with our own; and
	•		unanticipated liabilities or contingencies relating to the acquired company.

Item 1B.	UNRESOLVED STAFF COMMENTS

     None

Item 2.		PROPERTIES

     We currently operate 9 of our 11 manufacturing/distribution facilities and 8 of our 13 wood processing facilities. At our manufacturing facilities, we perform various value added processes for our products, including assembly, forging, forming, injection molding, painting, stamping, treating, turning and welding. Through our Chinese joint venture partners, we have access to multiple manufacturing facilities in China. Our executive headquarters are located in Camp Hill, Pennsylvania.

     In fiscal 2009, we paid an aggregate of approximately $9.4 million for rent on all our leased properties and our projected rent for fiscal 2010 is substantially the same. Our leased facilities vary in term, generally lasting up to 12 years. Several of the leases also contain renewal provisions. We believe our current facilities are generally well maintained and provide adequate production and distribution capacity for future operations. We may, during peak seasons, enter into short-term leases to provide overflow storage facilities. Additionally, we have several small satellite offices to support our sales force throughout the U.S.

     The following table sets forth certain information concerning our current operating facilities and those of our joint venture partners:

				Approximate				Owned/
Location		Country		Square Footage				Leased		Use
Manufacturing/Distribution
Bernie, MO		United States			170,000			Owned		Manufacturing
Camp Hill, PA		United States			380,000			Leased		Manufacturing, Executive Offices
Carlisle, PA		United States			1,217,000			Leased		Manufacturing, Distribution
Cork		Ireland			74,000			Owned		Manufacturing, Distribution
Falls City, NE		United States			82,000			Owned		Manufacturing
Frankfort, NY		United States			289,800			Owned		Idle
Harrisburg, PA		United States			264,000			Owned		Manufacturing
Lewistown, PA		United States			124,400			Leased		Manufacturing
Louisville, KY		United States			302,500			Leased		Idle
Reno, NV		United States			400,000			Leased		Manufacturing, Distribution
St. Francois, Quebec		Canada			353,000			Owned		Manufacturing, Distribution
Wood Mills
Campaign, TN		United States			10,000			Owned		Wood Processing
Dexter City, OH		United States			12,600			Owned		Wood Processing
Frankfort, NY		United States			13,500			Owned		Idle
Lebanon, KY		United States			13,500			Owned		Idle
North Vernon, IN		United States			17,680			Owned		Idle
Palmyra, ME		United States			15,000			Owned		Idle
Pine Valley, NY		United States			15,750			Owned		Wood Processing
Portville, NY		United States			9,000			Owned		Idle
Princeton, KY		United States			10,000			Owned		Wood Processing
Unadilla, NY		United States			13,000			Owned		Wood Processing
Union City, PA		United States			70,000			Owned		Wood Processing
Wallingford, VT		United States			93,000			Owned		Wood Processing
Woodstock, New Brunswick		Canada			7,800			Owned		Wood Processing
Joint Ventures
Hebei Province		China			600,000			—		Manufacturing, Distribution
Fujian Province		China			180,000			—		Manufacturing, Distribution
Liaoning Province		China			184,000			—		Manufacturing, Distribution

Item 3.		LEGAL PROCEEDINGS

     During December 2004, a customer of Union was named in litigation that involved the Company’s products. The complaint asserted causes of action against the defendant for improper advertisement to the consumer. The allegation suggests that advertisements lead the consumer to believe that the hand tools sold were manufactured within the boundaries of the United States. The allegation asserts cause of action against the customer for common law fraud. In the event of a judgment against our customer, there is a possibility that the customer would seek legal recourse for an unspecified amount in contributory damages.

     From approximately 1993 through 1999, we manufactured and sold approximately 647,000 wheelbarrows with poly wheel hubs. Various claims were submitted, and lawsuits filed, to recover for injuries sustained while inflating tires on these wheelbarrows. In 2002, we participated in a voluntary “fast track” recall of these wheelbarrows with the Consumer Product Safety Commission. We again voluntarily recalled these wheelbarrows in June 2004 in cooperation with the Consumer Product Safety Commission. However, less than 1% of the total products sold were returned, leaving an unknown number in service. To date, we have responded to 34 claims involving this product. All known claims have been resolved. Although we believe that we have sufficient insurance coverage in place to cover these claims, a successful claim may exceed the limits of our coverage.

     We are involved in various claims and legal actions that arise in the ordinary course of business. We do not believe that the ultimate resolution of any of these actions will have a material adverse effect on our consolidated financial position, results of operations, liquidity or capital resources.

Item 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

PART II

Item 5.		MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

     There is no established public trading market for our common stock. All of our 1,000 outstanding shares of common stock are held by our parent. We have not declared a dividend on our common stock. We are generally restricted from paying dividends by certain of our credit facility covenants and the indentures pursuant to which the 10% Senior Subordinated Notes due 2012, which are referred to in this Form 10-K as the “Senior Subordinated Notes,” and the Senior Floating Rate Notes due 2012, referred to as “Senior Floating Rate Notes,” were issued. However, we may pay dividends in the future if we are permitted to do so under our debt arrangements.

Item 6.		SELECTED FINANCIAL DATA

     The selected consolidated financial data below should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements” and the related notes included in this Form 10-K.

     The following table sets forth selected consolidated financial data of our parent. Separate financial information for Ames True Temper, Inc. is not presented since our parent has no operations or assets separate from its investment in Ames True Temper, Inc. and the Senior Subordinated Notes and the Senior Floating Rate Notes are guaranteed by our parent. The selected consolidated financial data presented below have been derived from our parent’s audited consolidated financial statements. Our parent’s historical results included below and elsewhere in this Form 10-K are not necessarily indicative of our parent’s future performance.

		(Dollars in Thousands)
		(1)				(2)												(1)
		Fiscal				Fiscal				Fiscal				Fiscal				Fiscal
		Year				Year				Year				Year				Year
		Ended				Ended				Ended				Ended				Ended
		October 1,				September 30,				September 29,				September 27,				October 3,
		2005				2006				2007				2008				2009
Income Statement Data:
Net sales		$	450,604			$	483,601			$	500,767			$	503,453			$	452,191
Gross profit			106,060				127,984				121,416				130,844				126,272
Selling, general and administrative expenses			77,319				96,593				95,863				96,258				86,838
Impairment charges (3)			122,678				6,377				4,465				15,783				1,727
Operating (loss) income			(95,714	)			23,548				18,293				16,611				35,104
Interest expense			32,527				33,781				36,145				33,812				29,708
(Loss) income before income taxes			(128,155	)			(4,577	)			(12,310	)			(20,276	)			5,920
Net (loss) income			(125,200	)			(4,577	)			(18,110	)			(16,422	)			4,557
Other Data:
Depreciation and amortization			12,031				13,979				17,625				17,131				17,647
Cash paid for property, plant and equipment			11,600				15,797				10,861				8,100				6,749
Ratio of earnings to fixed charges (4)			—				—				—				—				—
Balance Sheet Data (at end of period):
Working capital			109,610				86,205				74,675				84,489				104,441
Total assets			375,025				455,779				392,785				373,825				334,623
Total debt			301,948				368,400				343,688				340,694				317,780

Item 7.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

     The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A’’) is intended to help the reader understand our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and the accompanying notes thereto of our parent, ATT Holding Co., contained in Item 8 of this report. A separate discussion for Ames True Temper, Inc. is not presented since our parent has no operations or assets separate from its investment in Ames True Temper, Inc. and the Senior Subordinated Notes and Senior Floating Rate Notes are guaranteed by our parent. The following discussion includes forward-looking statements that involve certain risks and uncertainties. See “Forward-Looking Statements.” This overview summarizes the MD&A, which includes the following sections:

	•		Our Business — a general description of our business and a statement of our business objective.
	•		Critical Accounting Estimates — a discussion of accounting policies that require critical judgments and estimates.
	•		Operations Review — an analysis of our consolidated results of operations for the three years presented in our consolidated financial statements.
	•		Liquidity, Capital Resources and Financial Position — an analysis of cash flows; debt and other obligations; off-balance sheet arrangements; aggregate contractual obligations and an overview of financial position.

Our Business

General

     Ames True Temper, Inc. is a global provider of non-powered landscaping products that make work easier for homeowners and professionals.

     We offer the following 8 distinct product lines: long handle tools, wheelbarrows, planters, garden hoses and hose reels, snow tools, striking tools, pruning tools, and Hound Dog specialty tools.

     We sell our products primarily in the U.S. and Canada through (1) retail centers, including home centers and mass merchandisers, (2) wholesale chains, including hardware stores and garden centers, and (3) industrial distributors.

     We have a large portfolio of recognized brands that enables us to offer specific branding strategies for key retail customers. Our brands are recognized across our primary product categories in the North American non-powered landscaping products market. Our brand portfolio includes Ames, True Temper, Ames True Temper and Garant, as well as contractor-oriented brands including UnionTools, Razor-Back Professional Tools and Jackson Professional Tools. This strong portfolio of brands allows us to build and maintain long-standing relationships with the leading companies that sell our product categories.

     We believe that our global manufacturing strategy, based primarily upon a blend of domestic manufacturing and sourced product, makes us cost-competitive while allowing us to provide a high level of customer service.

Our Objective

     Our objective is to use our extensive brand portfolio, strong customer relationships, commitment to new product development and our global manufacturing strategy to achieve long-term growth and increase shareholder value.

Critical Accounting Estimates

     The preparation of our consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions about

future events that affect the amounts reported in the consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix and, in some cases, actuarial techniques. We evaluate these significant factors as facts and circumstances dictate. Some events as described below have caused actual results to differ significantly from those determined using estimates. We believe that our most critical accounting estimates relate to the following:

	•		Inventories
	•		Recoverability of Goodwill and Other Intangible Assets
	•		Pension Liability
	•		Income Taxes

     Management has discussed the development, selection and disclosure of critical accounting estimates with the Audit Committee of the buyer-parent’s Board of Directors. While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. For a discussion of the Company’s significant accounting policies, refer to Note 2 of Notes to Consolidated Statements.

Inventories

Inventories are stated at the lower of cost or market, which are based on the first-in first-out method of accounting. Valuation provisions are recorded for estimates of excess and obsolete inventory based on a variety of factors, including future demand, product changes and improvements and new product introductions. The adequacy of our valuation provisions could be materially affected by changes in the demand for our products. We estimate that a 10% decrease in demand for our products would increase our valuation provision by approximately $56,000 and a 10% increase in demand for our products would reduce our valuation provision by approximately $29,000.

Recoverability of Goodwill and Other Intangible Assets

     We evaluate goodwill and indefinite lived intangible assets for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on our customer base, a material negative change in our relationships with significant customers and economic conditions that may affect the assumptions.

     Goodwill

     In the fiscal year ended September 25, 2004, we were acquired by a private equity firm, together with certain employees of the Company and its subsidiaries, and the resulting goodwill was allocated to reporting units based upon the fair value of each reporting unit at the time of the transaction. The fair value of each reporting unit was estimated using a market multiple approach. In accordance with accounting guidance, goodwill arising from subsequent transactions was allocated to reporting units that were assigned the assets and liabilities assumed. As a result, all goodwill from our fiscal 2006 acquisitions was assigned to the U.S. reporting unit along with the assets and liabilities assumed in the transactions.

     In testing goodwill for impairment, we use a two-step impairment approach as required by United States generally accepted accounting principles (“U.S. GAAP”). The first step compares the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, no indication of goodwill impairment exists and the second step is not necessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step requires the fair value of each reporting unit to be allocated to assets (including intangible assets other than goodwill) and liabilities

similar to a purchase price allocation in a business combination. Any fair value remaining after allocation is considered implied goodwill. Implied goodwill is compared to the carrying value of goodwill for each reporting unit. If the implied goodwill exceeds the carrying value of goodwill, no impairment is recognized. If the carrying value of goodwill exceeds the implied goodwill, an impairment is recognized for the difference.

     We utilize multiple valuation methods to determine the fair value of our reporting units which is consistent with marketplace participant assumptions since multiple methods are generally accepted to value going concern entities. We utilized the following valuation methods as of October 3, 2009 and September 27, 2008: (1) publicly traded methodology — a market approach, (2) transaction methodology — a market approach, and (3) discounted cash flow methodology — an income approach with weightings of 40%, 20%, and 40%, respectively. Due to the fact that the transaction methodology contained mostly historical transactions that may not reflect current market conditions, it received the smallest weighting percentage.

     The publicly traded methodology compares the subject company to publicly held companies whose stock is publicly traded. A value indication is determined from the various multiples developed from the guideline publicly traded companies. These multiples are normally based on earnings of companies in similar lines of business and include consideration of other relevant factors, such as capital structure, growth prospects and risk. The transaction methodology compares the subject company to guideline companies involved in acquisitions. A value indication is determined from the various multiples developed from the transaction values. These multiples are normally based on earnings of companies in similar lines of business and include consideration of other relevant factors, such as financial position, profitability, growth prospects and risk. The discounted cash flow methodology is based on the future cash flow generating ability of the reporting unit, discounted at the appropriate rate of return commensurate with the risk characteristics of the reporting unit as well as current rates of return for equity and debt capital as of the valuation date.

     The material assumptions used to determine the fair value of reporting units include estimates of revenues, costs, and discount rates. We utilized budgets and forecasts as prepared by management that were available at the time of the impairment analysis for purposes of estimating revenues and costs. Discount rates were based upon a market participant’s weighted average cost of capital using market data available as of impairment testing dates. We believe the assumptions used are consistent with market participant assumptions for purposes of valuing reporting units. There were no material changes in assumptions on a year over year basis.

     The fair value of each reporting unit exceeded their respective carrying values as of October 3, 2009 and September 27, 2008; therefore, the second step of the impairment test was not necessary.

     As of October 3, 2009, the fair values of the United States and Canada reporting units exceeded their carrying amounts by 114.3% and 131.2%, respectively. In addition, there was no indication of impairment under any of the individual methods-market approach-publicly traded methodology; market approach-transaction methodology; or the income approach-discounted cash flow methodology.

     Other Indefinite Lived Intangibles

     Our indefinite lived intangible assets consist solely of trade names. In testing our indefinite lived intangibles for impairment, we compare the fair value to the carrying value. If the fair value exceeds the carrying value, no impairment is recorded. If the carrying value exceeds the fair value, an impairment is recorded for the difference. We estimate the fair value of trade names utilizing the relief from royalty method (a discounted cash flow methodology). The relief from royalty method represents the present value of savings resulting from owning the right to manufacture or sell products under a trade name without having to pay a license fee for its use. It requires us to estimate future revenues, royalty rates and a discount factor.

     In fiscal 2009, 2008 and 2007 we recorded impairment charges of approximately $0.8 million, $15.6 million and $4.4 million, respectively, related to certain trade names. The fiscal 2009 impairment was the

result of the continued decline in industrial and commercial markets. In addition, the discount factor declined to 17.0% from 18.5% in fiscal 2008 mainly due to a reduction in market interest rates and credit spreads. The fiscal 2008 impairment was mainly due to market conditions at that time which caused the discount factor to increase to 18.5% from 12.9% in fiscal 2007. The economic downturn at the end of fiscal 2008 created an increased level of near-term uncertainty relative to retailer and distributor reactions (i.e. reducing purchases from us and reducing historical inventory levels) to consumer spending declines. The decline in consumer spending continued into fiscal 2009 whereby retailers continued to reduce purchases and inventory levels as a reaction to market conditions. Retailer and distributor reactions, as well as, overall changes in consumer spending behavior impact our future estimates of revenues, costs and cash flow. We included a risk premium of 3% in fiscal 2009 and 2008 in the discount factor to account for the increased execution risk in our projections and the high amount of leverage in our capital structure as compared to the industry benchmark.

     The fiscal 2007 impairment was the result of our revised outlook of revenue directly associated with the trade names which have been unfavorably impacted by changing brand strategies. The shift in brand strategies by two of our significant customers whereby their product mix was less heavily weighted with our trade name goods, reduced the amount of estimated branded revenues from these two significant customers, leading to lower trade name fair values and, subsequently, impairment charges. The shift in branding strategies was driven by changes in marketing strategies by these two significant customers and not decisions of management.

     While we are unable to predict the occurrence of certain future events, we estimate that a 10% decrease in projected revenue related to each of the trade names would have resulted in an increase in impairment of $0.8 million in fiscal 2009. In addition, a 1% increase in the discount rate would have resulted in an increase in impairment of $0.6 million.

Pension Liability

     We have defined benefit plans and postretirement plans, under which participants earn a retirement benefit based upon a formula set forth in the plan. We record expense related to these plans using actuarially determined amounts. Key assumptions used in the actuarial valuations include the discount rate and the expected rate of return on plan assets. These rates are based on historical experience, current market conditions and management’s judgment.

     The accumulated benefit obligation of the defined benefit plans is a discounted amount calculated using market interest rates. An increase in market interest rates, assuming no other changes in the estimates, reduces the amount of the accumulated benefit obligation and the related expense. A decrease in market interest rates, assuming no other changes in the estimates, increases the amount of the accumulated benefit obligation and the related expense. Changes to the expected long-term rate of return on plan assets also impact pension expense. An increase in the expected long-term rate of return on plan assets decreases pension expense. Conversely, a decrease in the expected long-term rate of return on plan assets increases pension expense.

     We use an 8% long term rate of return and estimate that a 1% change in the long term rate of return on plan assets would have the following effect on fiscal 2009 results:

		1% Increase				1% Decrease
		(in millions)
Effect on net periodic benefit (credit) cost		$	(1.3	)		$	1.3

     We use a 6.10% discount rate for the defined benefit plans and a 6.30% discount rate for the postretirement plans and estimate that a 1% change in the discount rates would have the following effect on fiscal 2009 results:

		1% Increase				1% Decrease
		(in millions)
Effect on net periodic benefit (credit) cost		$	(0.1	)		$	1.0

Income Taxes

     We record deferred tax assets and liabilities for the effect of temporary differences between book and tax bases of recorded assets and liabilities and operating losses and tax credit carryforwards using enacted tax rates. We are required to reduce deferred tax assets with a valuation allowance, if it is more likely than not that some portion or all of the deferred tax assets will not be recognized. In addition, we record liabilities for uncertain income tax positions. A tax position is a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in the measurement of current and deferred income taxes. Tax positions are recognized only when it is more likely than not (a likelihood of greater than 50%), based on the technical merits, that the position will be sustained upon examination. A probability approach is used in the measurement of the tax position which is the largest amount of the tax benefit that is considered to have a greater than 50% likelihood of being realized upon settlement.

     We evaluate on a quarterly basis the realizability of our deferred tax assets by assessing our valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization of deferred tax assets include the reversal of deferred tax liabilities, our forecast of future taxable income and available tax planning strategies that could be implemented to realize the deferred tax assets.

Recent Accounting Standards and Pronouncements

     Refer to Note 2 of Notes to Consolidated Statements for a discussion of recent accounting standards and pronouncements.

Operations Review

Fiscal 2009 (53 Weeks) Compared to Fiscal 2008 (52 Weeks)

Company-Wide

     The table below and the following narrative compares our statements of operations for the fiscal year ended October 3, 2009 (“fiscal 2009”) to the fiscal year ended September 27, 2008 (“fiscal 2008”). The effect of the fifty-third week of fiscal 2009 as compared to the fifty-two weeks of fiscal 2008 is not material.

		(Dollars in Millions)
		Fiscal				Fiscal				Increase/(Decrease)
		2009				2008				$				%
Net sales		$	452.2			$	503.5			$	(51.3	)			(10.2	)%
Cost of goods sold			325.9				372.6				(46.7	)			(12.5	)
Gross profit			126.3				130.8				(4.5	)			(3.4	)
Gross profit percentage			27.9	%			26.0	%
Selling, general and administrative expenses			86.8				96.3				(9.5	)			(9.9	)
Loss on disposal of fixed assets			1.4				0.8				0.6				75.0
Amortization of intangible assets			1.2				1.4				(0.2	)			(14.3	)
Impairment charges			1.7				15.8				(14.1	)			(89.2	)
Operating income			35.1				16.6				18.5				*
Operating income percentage			7.8	%			3.3	%
Interest expense			29.7				33.8				(4.1	)			(12.1	)
Other (income) expense			(0.5	)			3.1				3.6				*
Income (loss) before income taxes			5.9				(20.3	)			26.2				*
Income tax expense (benefit)			1.4				(3.9	)			5.3				*
Net income (loss)		$	4.6			$	(16.4	)		$	21.0				*

Note: Totals may not sum due to rounding.

     Net Sales. Overall net sales decreased primarily due to volume declines of approximately $85.0 million, excluding snow tools, unfavorable Canadian currency translation of $14.9 million, less favorable weather conditions throughout much of the United States and the recording of an additional $1.8 million of store servicing and advertising fees for certain customers as a reduction in revenue as discussed below. The global economic slowdown has continued to negatively impact retail, industrial and construction demand. Also, several customers decreased their inventory levels in all four quarters of 2009 which adversely affected the volume of our net sales. Declines were partially offset by general selling price increases of approximately $41.0 million and an increase in snow tool volume of $10.5 million. The general selling price increases went into effect during Q1 2009.

     During the quarter ended March 29, 2008 (“Q2 2008”), one customer changed the manner in which store servicing was provided by eliminating third party contractors and utilizing the customer’s own full-time employees. We could no longer identify the benefit received from store servicing performed for our products sold by the customer. Therefore, beginning in Q2 2008, we recorded store servicing allowances as a reduction to revenue.

     Also during Q2 2008, agreements governing advertising allowances with two significant customers were amended stipulating that no proof of performance was required and advertising allowances were guaranteed. We could no longer identify the benefit received from advertising our products by these customers. Therefore, beginning in Q2 2008, we recorded advertising allowances as a reduction to revenue.

     Gross Profit. Gross profit decreased primarily due to reduced sales volume and the recording of $1.8 million of store servicing and advertising fees as a reduction to revenue as discussed above partially offset by general selling price increases and improved manufacturing efficiencies of $2.4 million. The gross profit percentage increased in fiscal 2009 from fiscal 2008 due to general selling price increases.

     Selling, General and Administrative (“SG&A’’) Expenses. SG&A expenses decreased primarily due to a $1.9 million increase in recoveries under the U.S. Continued Dumping and Subsidy Offset Act of 2000,

or “Byrd Amendment,” lower distribution and commission expenses of $2.0 million and $1.8 million, respectively, attributed to lower sales volume and the recording of $1.8 million of store servicing and advertising fees as a reduction of revenue as discussed above. We recovered $3.0 million in Q1 2009 and $1.1 million in Q1 2008 under the Byrd Amendment. On December 2, 2009, we received a distribution of tariffs collected under the Byrd Amendment in the amount of $3.3 million. Further recoveries under the Byrd Amendment are unknown and cannot be reasonably assured.

     Loss on Disposal of Fixed Assets. Loss on disposal of fixed assets includes miscellaneous disposals of machinery and equipment.

     Amortization of Intangible Assets. Amortization expense is consistent with the prior period.

     Impairment charges. Impairment charges in fiscal 2009 include the recording of $0.8 million related to the annual trade name impairment testing mainly due to the decline in industrial and commercial markets, $0.5 million related to an asset previously held for sale and $0.3 million related to the impairment of equipment at our Other segment due to the discontinuance of manufacturing certain products. In fiscal 2008, the Company recorded trade name impairments of $15.6 million. See Critical Accounting Estimates-Recoverability of Goodwill and Other Intangible Assets for further information regarding impairment charges.

     Interest Expense. Interest expense decreased partially due to lower average borrowings under our amended and restated revolving credit facility (the “Revolving Loan”). In addition, we entered into an interest rate swap during Q2 2009 to replace expiring swaps with a notional amount of $100 million related to our Senior Floating Rate Notes. The new interest rate swap reduced the effective interest rate on our Senior Floating Rate Notes to 6.9% from 8.2% in fiscal 2008. LIBOR rates also declined on a year over year basis reducing interest expense associated with our Revolving Loan.

     Other (Income) Expense. Other income for fiscal 2009 includes $1.2 million of unrealized foreign currency gains related to a U.S. dollar bank account held by a Canadian subsidiary and realized gains related to foreign currency forward contracts of $1.5 million partially offset by $2.4 million of an unrealized foreign currency loss on a U.S. dollar denominated intercompany note issued by a Canadian subsidiary that is not of a long-term nature. Other expense for fiscal 2008 includes $3.0 million of unrealized foreign currency loss related to the intercompany note.

     Income Tax Expense (Benefit). Fiscal 2009 income tax expense is mainly attributable to deferred tax liabilities on indefinite-lived intangibles of $0.8 million, a net accrual for unremitted foreign earnings of $0.6 million, an accrual of tax contingencies of $0.4 million and an accrual of foreign income taxes of $0.4 million. Tax accruals were partially offset by the reversal of foreign withholding taxes on intercompany interest payments of $1.0 million. We have accrued a net $0.6 million of U.S. taxes as an estimate of the expected tax liability that would result from the repatriation of our unremitted foreign earnings in a Canadian subsidiary. During the fourth quarter of fiscal 2009, management determined we no longer qualified for the indefinite reversal criteria with regards to our Canadian subsidiary’s unremitted earnings. Addtionally, a deferred tax asset and offsetting valuation allowance for foreign capital loss carryforwards were recognized. A deferred tax asset valuation was necessary for substantially all of our U.S. domestic deferred tax assets, net of certain deferred tax liabilities. We expect to maintain a valuation allowance on these deferred tax assets until we can sustain a sufficient level of profits in the applicable jurisdictions that will demonstrate the ability to realize these net deferred tax assets.

Our Segments

     During the fourth quarter of fiscal 2009, the Company consummated an internal reorganization between the U.S. and Canada segments. Pursuant to this reorganization, a Canadian subsidiary of the Company transferred all of the outstanding shares of a U.S. subsidiary of the Company to a separate U.S. subsidiary. This transfer resulted in fiscal 2008 and fiscal 2007 trade name impairments reported in our U.S. segment.

     The following table presents our net sales and operating income after intercompany eliminations by segment for fiscal 2009 and our net sales and operating income after intercompany eliminations and the restructuring for the internal legal entity reorganization by segment for fiscal 2008:

		(Dollars in Millions)
		Fiscal				Fiscal				Increase/(Decrease)
		2009				2008				$				%
Net sales:
United States		$	361.7			$	403.6			$	(41.9	)			(10.4	)%
Canada			85.6				92.6				(7.0	)			(7.6	)
Other			4.9				7.3				(2.4	)			(32.9	)
Net sales		$	452.2			$	503.5			$	(51.3	)			(10.2	)%
Operating income (loss):
United States		$	25.2			$	3.4			$	21.8				*
Canada			11.9				13.4				(1.5	)			(11.2	)%
Other			(2.0	)			(0.1	)			(1.9	)			*
Operating income		$	35.1			$	16.6			$	18.5				*

Note: Totals may not sum due to rounding.

United States

     Net Sales. Net sales decreased primarily due to volume declines of approximately $75.0 million and the recording of $1.8 million of store servicing and advertising fees for certain customers as a reduction of revenue, partially offset by general selling price increases of approximately $35.0 million. Volume declines are mainly attributable to the continued economic slowdown, the overall decrease in inventory by our customers in 2009, and less favorable weather conditions.

     Operating income. Operating income increased primarily due to lower trade name impairment charges, general selling price increases and lower commission and distribution expenses of $1.6 million and $1.3 million, respectively, attributed to lower sales volume. The above items were partially offset by volume declines. Operating income in fiscal 2008 includes $15.6 million in impairment charges related to trade names.

Canada

     Net Sales. Net sales decreased primarily due to unfavorable currency translation of $14.9 million partially offset by volume increases of approximately $3.0 million and selling price increases of approximately $6.0 million. Volume increases are mainly attributable to increased snow tool sales.

     Operating income. Operating income decreased primarily due to unfavorable currency translation partially offset by volume and selling price increases.

Other

     Net Sales. Net sales decreased as a result of lowers sales volume of approximately $2.0 million due to slower retail demand partially offset by general selling price increases of approximately $0.3 million.

     Operating loss. Operating loss increased due to lower sales volume and the recording of $0.3 million in impairment of equipment and $0.8 million in severance costs partially offset by general selling price increases.

Fiscal 2008 (52 Weeks) Compared to Fiscal 2007 (52 Weeks)

Company-Wide

     The table below and the following narrative compares our statements of operations for fiscal 2008 to the fiscal year ended September 29, 2007 (“fiscal 2007”):

		(Dollars in Millions)
		Fiscal				Fiscal				Increase/(Decrease)
		2008				2007				$				%
Net sales		$	503.5			$	500.8			$	2.7				0.5	%
Cost of goods sold			372.6				379.4				(6.8	)			(1.8	)
Gross profit			130.8				121.4				9.4				7.7
Gross profit percentage			26.0	%			24.2	%
Selling, general and administrative expenses			96.3				95.9				0.4				0.4
Loss on disposal of fixed assets			0.8				1.3				(0.5	)			(38.5	)
Amortization of intangible assets			1.4				1.5				(0.1	)			(6.7	)
Impairment charges			15.8				4.5				11.3				*
Operating income			16.6				18.3				(1.7	)			(9.3	)
Operating income percentage			3.3	%			3.7	%
Interest expense			33.8				36.1				(2.3	)			(6.4	)
Other expense (income)			3.1				(5.5	)			(8.6	)			*
Loss before income taxes			(20.3	)			(12.3	)			(8.0	)			(65.0	)
Income tax (benefit) expense			(3.9	)			5.8				9.7				*
Net loss		$	(16.4	)		$	(18.1	)		$	(1.7	)			(9.4	)%

Net Sales. Net sales increased primarily due to the increase in snow tool sales of approximately $21.0 million due to the significant snowfall in Canada and certain parts of the United States, favorable Canadian currency translation of approximately $9.0 million and price increases of approximately $6.0 million on certain product lines in the United States. These increases were partially offset by sales volume declines of approximately $27.0 million and the recording of advertising and store servicing fees of $5.6 million and $2.6 million, respectively, as a reduction in revenue for certain customers as discussed below.

     Prior to Q2 2008, we recorded store servicing and cooperative advertising allowances as a selling, general and administrative expense based upon the fair value of the identifiable benefit received. Store service includes, but is not limited to, stocking items, maintaining displays, monitoring inventory levels and conducting product knowledge training for customer employees performed at our customer’s retail locations by third party service providers. Cooperative advertising includes national and regional media-based advertising featuring our products in cooperation with our customer’s retail outlets.

     During Q2 2008, one customer changed the manner in which store servicing was provided by eliminating third party contractors and utilizing the customer’s own full-time employees. We could no longer identify the benefit received from store servicing performed for our products sold by the customer. Therefore, beginning in Q2 2008, we recorded store servicing allowances as a reduction to revenue.

     Also during Q2 2008, agreements governing advertising allowances with two significant customers were amended stipulating that no proof of performance was required and advertising allowances were guaranteed. We could no longer identify the benefit received from advertising our products by these customers. Therefore, beginning in Q2 2008, we recorded advertising allowances as a reduction to revenue.

     Gross Profit. The increase was primarily due to improved manufacturing efficiencies of $10.1 million in the United States and Canada. The effect of price increases was partially offset by inflationary pressures on raw material costs especially polypropylene and polyethylene that increased on average approximately 22% and 23%, respectively.

     SG&A. The increase relates to higher distribution and employee incentive costs of $3.0 million and $3.1 million, respectively, compensation expense of $1.5 million associated with the retirement of the Chief Executive Officer and pension costs of $1.1 million. These increases were partially offset by decreases related to the recording of advertising and store servicing fees of $5.6 million and $2.6 million, respectively, as a reduction in revenue for certain customers as discussed above.

     Loss on Disposal of Fixed Assets. Loss on disposal of fixed assets includes miscellaneous disposals of machinery and equipment.

     Amortization of Intangible Assets. Amortization expense is consistent with the prior period.

     Impairment charges. In fiscal 2008 the Company recorded an impairment of trade names in the amount of $15.6 million and an impairment of certain fixed assets of $0.2 million. In fiscal 2007, the Company recorded an impairment of trade names of $4.4 million and an impairment of certain fixed assets of $0.1 million. See Critical Accounting Estimates — Recoverability of Goodwill and Other Intangible Assets for further information regarding the impairment charges.

     Interest Expense. The decrease was due to lower prevailing interest rates coupled with a lower average revolver balance than in fiscal 2007.

     Other Expense (Income). Other expense for fiscal 2008 includes $3.0 million of an unrealized foreign currency transaction loss on a U.S. dollar denominated note issued by a Canadian subsidiary that is not of a long term nature. Other income for fiscal 2007 was primarily the result of an unrealized foreign currency translation gain of $5.4 million related to the intercompany note.

     Income Tax (Benefit)Expense. Income tax benefit is mainly attributable to a reduction in deferred tax liabilities related to the impairment on indefinite-lived intangibles of $15.6 million and lower taxable income in Canada. Income tax benefits were partially offset by foreign income taxes attributable to intercompany interest payments. A deferred tax asset valuation was necessary for substantially all of our U.S. domestic deferred tax assets, net of certain deferred tax liabilities. We expect to maintain a valuation allowance on these deferred tax assets until we can sustain a sufficient level of profits in the applicable jurisdictions that will demonstrate the ability to realize these net deferred tax assets.

Our Segments

     As a result of the internal legal entity restructuring during the fourth quarter of fiscal 2009 described above, we have recast our operating income below for fiscal 2008 and fiscal 2007 to reflect the transferred U.S. subsidiary’s trade name impairment charges to the U.S. segment.

     The following table presents our net sales and operating income after intercompany eliminations and the restructuring for the internal legal entity reorganization by segment for fiscal 2008 and fiscal 2007:

		(Dollars in Millions)
		Fiscal				Fiscal				Increase/(Decrease)
		2008				2007				$				%
Net sales:
United States		$	403.6			$	421.8			$	(18.2	)			(4.3	)%
Canada			92.6				71.0				21.6				30.4
Other			7.3				8.0				(0.7	)			(8.8	)
Net sales		$	503.5			$	500.8			$	2.7				0.5	%
Operating income (loss):
United States		$	3.4			$	11.0			$	(7.6	)			(69.1	)%
Canada			13.4				7.2				6.2				86.1
Other			(0.1	)			0.1				(0.2	)			*
Operating income		$	16.6			$	18.3			$	(1.7	)			(9.3	)%

United States

     Net Sales. Overall net sales decreased primarily from the downturn in the housing market which resulted in lower demand for certain products and the recording of advertising and store servicing fees as a reduction in revenue as discussed above. The decrease was partially offset by a $6.9 million increase in snow tools sales due to significant snowfall in certain parts of the United States and a price increase on certain product lines.

     Operating income. Operating income decreased primarily due to recording of impairment on trade names of $15.6 million and the decrease in net sales, partially offset by improved manufacturing efficiencies and lower commission expenses.

Canada

     Net Sales. Net sales increased primarily due to an increase of approximately $14.0 million in snow tool sales as a result of significant snowfall in Canada, favorable currency exchange rate of approximately $9.0 million as compared to the prior year and additional product line placements with existing customers.

     Operating income. This increase was primarily due to the increase in snow tool sales volume, favorable currency exchange rates and additional product line placements.

Other

     Changes in net sales and operating (loss) income for this segment were not significant for the periods presented.

Liquidity, Capital Resources and Financial Position

     Our principal liquidity requirements are to service our debt and meet our working capital and capital expenditure needs. We expect to be able to meet our liquidity requirements for at least the next twelve months through cash provided by operations and through borrowings available under our Revolving Loan. We will need to refinance our Senior Subordinated Notes and Senior Floating Rate Notes on or before maturity in 2012, and we may need to refinance our Revolving Loan on or before maturity in 2011. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

		(Dollars in Millions)
		Fiscal				Fiscal				Increase/(Decrease)
		2009				2008				$				%
Net cash provided by operating activities		$	45.0			$	22.8			$	22.2				97.4	%
Net cash used in investing activities			(6.6	)			(7.2	)			0.6				8.3
Net cash used in financing activities			(23.0	)			(3.2	)			(19.8	)			*

		(Dollars in Millions)
		Fiscal				Fiscal				Increase/(Decrease)
		2008				2007				$				%
Net cash provided by operating activities		$	22.8			$	30.9			$	(8.1	)			(26.2	)%
Net cash used in investing activities			(7.2	)			(7.6	)			0.4				5.3
Net cash used in financing activities			(3.2	)			(24.8	)			21.6				87.1

Cash Flows from Operating Activities

     The increase in cash provided by operations from fiscal 2008 to fiscal 2009 is mainly due to lower trade receivables and inventory balances partially offset by reduced trade accounts payable balances. During fiscal 2009, the payment terms for one significant customer were shortened thus reducing their average accounts receivable balance. Payment terms for fiscal 2010 related to this customer are expected to return to fiscal 2008 terms. Both inventory and trade accounts payable declined due to decreased sales and efforts to reduce inventory levels. The decrease in cash provided by operations from fiscal 2007 to fiscal 2008 is primarily the result of fluctuations in working capital.

Cash Flows from Investing Activities

     Purchases of property, plant and equipment are generally the main investing activity of the Company. We do not anticipate future purchases of property, plant and equipment for the fiscal year ended October 2, 2010 (“fiscal 2010”) to deviate from historical purchase levels.

Cash Flows from Financing Activities

     The use of cash in fiscal 2009, fiscal 2008 and fiscal 2007 is primarily related to net repayments on our Revolving Loan.

Debt and Other Obligations

     Total indebtedness is as follows:

		October 3				September 27,
		2009				2008
Revolving Loan		$	17,500			$	40,010
Senior Floating Rate Notes, net of unamortized discount of $241 and $349, respectively			149,759				149,651
Senior Subordinated Notes			150,000				150,000
Term Note			479				1,033
Capital lease obligations			42				—
Total debt			317,780				340,694
Less:
Short-term Revolving Loan			(17,500	)			(40,010	)
Current portion of capital lease obligations			(10	)			—
Current portion of long-term debt			(479	)			(554	)
Long-term debt		$	299,791			$	300,130

Letters of

(a)

(b)

Borrowing

Credit

Availability

Interest

Maximum

Base as

Outstanding

as of

Rate as

Borrowing

of October 3,

as of October 3,

October 3,

of October

Expiration

Amount

2009

2009

2009

3, 2009

Date

Revolving Loan

$

130,000

$

69,330

$

2,368

$

49,462

2.0

%

Apr 7, 2011

(d)

(e)

Original

(c)

Interest

Maturity

Call Option

Principal

Interest Rate

Payments

Date

Date

Senior Floating Rate Notes

$

150,000

LIBOR + 4%

Jan 15, Apr 15, Jul 15, Oct 15

Jan 15, 2012

Jan 15, 2007

Senior Subordinated Notes

150,000

10

%

Jan 15, Jul 15

Jul 15, 2012

Jul 15, 2008

Term Note

2,700

2.5

%

Monthly

Jul 19, 2010

n/a

Revolving Loan

     On April 7, 2006, we entered into the Revolving Loan with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer. The Revolving Loan is a five-year revolving credit facility of up to $130.0 million, including a sub-facility for letters of credit in an amount not to exceed $15.0 million and a sub-facility for swing-line loans in an amount not to exceed $15.0 million. Our obligations under the Revolving Loan are guaranteed by ATT Holding Co. and collateralized by substantially all of the assets of Ames True Temper (“ATT”) and Ames True Temper Properties, Inc. Future domestic subsidiaries will be required to guarantee the obligations and grant a lien on substantially all of their assets.

     The terms of the Revolving Loan include various covenants that restrict our ability to, among other things, incur additional liens, incur additional indebtedness and make additional investments. In addition, we are prohibited from incurring capital expenditures exceeding $15.0 million in any fiscal year (subject to the right to carry over the unused portion to the following year). In addition, upon the occurrence of a “Cash Dominion Trigger,” we will be required to have Consolidated EBITDA, as defined by the Revolving Loan, of at least $41.0 million cumulative over four consecutive quarters. Under the Revolving Loan, a Cash Dominion Trigger shall have occurred if (1) an event of default under the Revolving Loan shall have occurred or (2) availability under the Revolving Loan falls below certain thresholds. The Revolving Loan also includes customary events of default, including, without limitation, payment defaults, cross defaults to other indebtedness and bankruptcy related defaults.

Senior Floating Rate Notes

     The Senior Floating Rate Notes are fully and unconditionally guaranteed by our parent and all domestic subsidiaries on a senior unsecured basis. The Senior Floating Rate Notes are unsecured, unsubordinated obligations and are effectively subordinated to all of our existing and future secured debt, to the extent of

the assets securing such debt, including borrowings under the Revolving Loan, pari passu with all future senior unsecured indebtedness, senior in right of payment to all existing and future senior subordinated debt, including our Senior Subordinated Notes, and effectively behind all of the existing and future liabilities of our subsidiaries, including trade payables.

     The indenture governing the Senior Floating Rate Notes contains various affirmative and negative covenants, subject to a number of important limitations and exceptions, including but not limited to those limiting our ability and the ability of our restricted subsidiaries to borrow money, guarantee debt or sell preferred stock, create liens, pay dividends on or redeem or repurchase stock, make specified types of investments, sell stock in our restricted subsidiaries, restrict dividends or other payments from restricted subsidiaries, enter into transactions with affiliates and sell assets or merge with other companies. The indenture governing the Senior Floating Rate Notes also contains various events of default, including but not limited to those related to non-payment of principal, interest or fees; failure to perform or observe certain covenants; inaccuracy of representations and warranties in any material respect; cross defaults with certain other indebtedness; certain bankruptcy related events; monetary judgment defaults and material non-monetary judgment defaults and ERISA (Employee Retirement Income Security Act) defaults and change of control. In addition, we are required to redeem the Senior Floating Rate Notes under certain circumstances involving changes of control.

Senior Subordinated Notes

     The Senior Subordinated Notes are fully and unconditionally guaranteed by our parent, ATT Holding Co. and all domestic subsidiaries, on a senior subordinated basis. The Senior Subordinated Notes are unsecured senior subordinated obligations and rank behind all of our existing and future senior debt, including borrowings under the Revolver Loan, equally with any of our future senior subordinated debt, ahead of any of our future debt that expressly provides for subordination to the Senior Subordinated Notes and effectively behind all of the existing and future liabilities of our subsidiaries, including trade payables.

     The indenture governing Senior Subordinated Notes contains various affirmative and negative covenants, subject to a number of important limitations and exceptions, including but not limited to those limiting our ability and the ability of our restricted subsidiaries to borrow money, guarantee debt or sell preferred stock, create liens, pay dividends on or redeem or repurchase stock, make certain investments, sell stock in our restricted subsidiaries, restrict dividends or other payments from restricted subsidiaries, enter into transactions with affiliates and sell assets or merge with other companies. The indenture governing the Senior Subordinated Notes also contains various events of default, including but not limited to those related to non-payment of principal, interest or fees; violations of certain covenants; certain bankruptcy-related events; invalidity of liens; non-payment of certain legal judgments and cross defaults with certain other indebtedness. We are required to redeem the Senior Subordinated Notes under certain circumstances involving changes of control.

Other Debt

     The Term Note contains customary events of default (subject to customary exceptions, thresholds and grace periods), including, without limitation, nonpayment of principal, interest, fees and failure to perform or observe certain covenants.

Interest Rate Swaps

     The Senior Floating Rate Notes have an interest rate of 3-month LIBOR plus 4%. We have entered into interest rate swaps that fix the variable rate portion of the interest rate as follows:

(Dollars in Thousands)
														(a)
														Effective
										Notional				Interest
		Receive				Pay				Amount				Rate
January 16, 2009 through January 15, 2010		3-month LIBOR					4.31	%		$	33,333				8.31	%
January 16, 2009 through January 15, 2010		3-month LIBOR					4.29	%			16,667				8.29	%
January 15, 2009 through January 15, 2010		3-month LIBOR					1.40	%			100,000				5.40	%
January 15, 2010 through January 15, 2011		3-month LIBOR					1.90	%			150,000				5.90	%
January 18, 2011 through January 15, 2012		3-month LIBOR					2.50	%			150,000				6.50	%

     As of October 3, 2009, the interest rate swaps were recorded as a liability of $2.7 million. The change in fair value was recognized as an increase in accumulated other comprehensive loss of $1.9 million net of taxes.

Off-Balance Sheet Arrangements

     As of October 3, 2009 and September 27, 2008, we had no off-balance sheet arrangements.

Contractual Commitments

     The following table represents our contractual commitments associated with our debt and other obligations as of October 3, 2009.

						October				October				October				October				October
						2009				2010				2011				2012				2013
						to				to				to				to				to
						September				September				September				September				September
		Total				2010				2011				2012				2013				2014				Thereafter
		(Dollars in Thousands)
Contractual Obligations
Revolving credit facility		$	17,500			$	17,500			$	—			$	—			$	—			$	—			$	—
Senior Floating Rate Notes			150,000				—				—				150,000				—				—				—
Senior Subordinated Notes			150,000				—				—				150,000				—				—				—
Term Note			479				479				—				—				—				—				—
Capital lease obligations			42				10				10				10				10				2				—
Interest on Notes			63,261				24,055				24,487				14,719				—				—				—
Operating leases			77,982				9,639				9,550				8,959				8,164				7,187				34,483
Pension and postretirement payments			54,236				2,916				6,277				10,029				9,775				9,476				15,763
Medical self-insurance			6,100				6,100				—				—				—				—				—
Open purchase orders			27,263				27,263				—				—				—				—				—
Other purchase commitments			3,656				3,163				470				12				11				—				—
Forward purchase contracts			14,776				14,776				—				—				—				—				—
Total contractual obligations		$	565,295			$	105,901			$	40,794			$	333,729			$	17,960			$	16,665			$	50,246
Commitments
Outstanding letters of credit		$	2,368			$	2,368			$	—			$	—			$	—			$	—			$	—
Total commitments		$	2,368			$	2,368			$	—			$	—			$	—			$	—			$	—

     As of October 3, 2009, the total amount of gross unrecognized tax benefits for uncertain tax positions was $3.8 million. We do not expect a significant tax payment related to these obligations within the next year. Due to the uncertainty of the timing of these tax positions we have not included this liability in the above table.

Financial Position

     Working capital as of October 3, 2009 and September 27, 2008 was as follows:

		(Dollars in Thousands)
		October 3,				September 27,				Increase/(Decrease)
		2009				2008				$				%
Current assets:
Cash and cash equivalents		$	33,609			$	17,159			$	16,450				95.9	%
Trade receivables, net			42,449				59,168				(16,719	)			(28.3	)
Inventories			90,305				110,891				(20,586	)			(18.6	)
Assets held for sale			—				1,025				(1,025	)			(100.0	)
Prepaid expenses and other current assets			6,315				6,156				159				2.6
Total current assets			172,678				194,399				(21,721	)			(11.2	)
Current liabilities:
Trade accounts payable			18,214				35,691				(17,477	)			(49.0	)
Accrued interest payable			5,392				6,021				(629	)			(10.4	)
Accrued expenses and other current liabilities			26,642				27,634				(992	)			(3.6	)
Revolving loan			17,500				40,010				(22,510	)			(56.3	)
Current portion of long-term debt and capital lease obligation			489				554				(65	)			(11.7	)
Total current liabilities			68,237				109,910				(41,673	)			(37.9	)
Working capital		$	104,441			$	84,489			$	19,952				23.6	%

     Our working capital as of October 3, 2009 compared to our working capital as of September 27, 2008 reflects higher cash and cash equivalents and a lower Revolving Loan balance due to cash generated from operations. The working capital increase was partially offset by a net lower inventory and trade accounts payable due to our actions to reduce spending in light of reduced sales. In addition, trade accounts receivable was reduced by changes in payment terms for one significant customer as discussed above.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our cash flows, results of operations and financial position are subject to fluctuations resulting from changes in interest rates, foreign currency exchange rates and raw material costs. We manage our exposure to these market risks through internally established policies and procedures and, when deemed appropriate, through the use of derivative financial instruments. Our policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there are no underlying exposures. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. We monitor our underlying market risk exposures on an ongoing basis and believe that we can modify or adapt our hedging strategies as needed.

Interest Rate Risk

     Our primary market risk is interest rate exposure with respect to our floating rate debt, which includes the Senior Floating Rate Notes and Revolving Loan. The interest rate on the Senior Floating Rate Notes at October 3, 2009 was 4.5%. The interest rate on the Revolving Loan at October 3, 2009 was 2.0%. As of October 3, 2009, we had three outstanding interest rate swaps. These swaps effectively fix the variable interest rate portion of the Senior Floating Rate Notes. See “Debt and Other Obligations — Senior Floating Rate Notes’’ and “— Interest Rate Swaps.” We estimate a 1% change in Revolving Loan interest rates would impact us by approximately $0.6 million based on a trailing twelve month analysis of actual Revolving Loan balances.

Foreign Operations; Currency Risk

     We conduct foreign operations primarily in Canada and Ireland and utilize international suppliers and manufacturers. For fiscal 2010, we have hedged $14.8 million (in Canadian dollars) of our forecasted Canadian subsidiary operation purchases that are denominated in U.S. dollars. Additionally, on September 1, 2007 a Canadian subsidiary issued a U.S. dollar denominated intercompany note in the principal amount

of $105 million to a U.S. subsidiary as part of an internal legal entity reorganization. During the fourth quarter of fiscal 2009, the internal legal entity reorganization was reversed and a portion of the balance outstanding under the intercompany note was repaid. As of October 3, 2009, approximately $20.8 million remains outstanding. As a result, we are subject to risk from changes in foreign exchange rates. These changes result in either cumulative translation adjustments, which are included in accumulated other comprehensive income (loss), or realized and unrealized gains and losses which are included in other expense. As of October 3, 2009, a hypothetical 10% change in quoted foreign currency exchange rates would increase or decrease the income before income taxes by $2.0 million.

Raw Material; Commodity Price Risk

     We purchase certain raw materials such as resin, steel and wood that are subject to price volatility caused by unpredictable factors. Where possible, we employ fixed rate raw material purchase contracts and customer price adjustments to help us to manage this risk. We do not currently manage our raw materials risk through the use of derivative instruments.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ATT Holding Co.

Consolidated Financial Statements

Contents

Report of Independent Registered Public Accounting Firm			37
Consolidated Balance Sheets as of October 3, 2009 and September 27, 2008			38
Consolidated Statements of Operations for the fiscal years ended October 3, 2009, September 27, 2008 and September 29, 2007			39
Consolidated Statements of Changes in Stockholder’s Deficit for the fiscal years ended October 3, 2009, September 27, 2008 and September 29, 2007			40
Consolidated Statements of Cash Flows for the fiscal years ended October 3, 2009, September 27, 2008 and September 29, 2007			41
Notes to Consolidated Financial Statements			42

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of
ATT Holding Co.
Camp Hill, Pennsylvania

We have audited the accompanying consolidated balance sheets of ATT Holding Co. and subsidiaries (the “Company”) as of October 3, 2009 and September 27, 2008 and the related consolidated statements of operations, stockholder’s deficit, and cash flows for each of the three fiscal years in the period ended October 3, 2009. Our audits also included the financial statement schedule listed in the index at Item 15(a). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of ATT Holding Co. and subsidiaries as of October 3, 2009 and September 27, 2008 and the results of their operations and their cash flows for each of the three fiscal years in the period ended October 3, 2009 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania
December 14, 2009

ATT Holding Co.

Consolidated Balance Sheets
(In Thousands, Except Shares and Per Share Amounts)

		October 3, 2009				September 27, 2008
Assets
Current assets:
Cash and cash equivalents		$	33,609			$	17,159
Trade receivables, net			42,449				59,168
Inventories			90,305				110,891
Assets held for sale			—				1,025
Prepaid expenses and other current assets			6,315				6,156
Total current assets			172,678				194,399
Property, plant and equipment, net			44,239				55,237
Intangibles, net			53,681				56,149
Goodwill			57,494				58,242
Other noncurrent assets			6,531				9,798
Total assets		$	334,623			$	373,825
Liabilities and stockholder’s deficit
Current liabilities:
Trade accounts payable		$	18,214			$	35,691
Accrued interest payable			5,392				6,021
Accrued expenses and other current liabilities			26,642				27,634
Revolving loan			17,500				40,010
Current portion of long-term debt and capital lease obligations			489				554
Total current liabilities			68,237				109,910
Deferred income taxes			13,672				11,348
Long-term debt			299,791				300,130
Accrued retirement benefits			51,836				26,108
Other liabilities			12,661				10,534
Total liabilities			446,197				458,030
Commitments and contingencies
Stockholder’s deficit:
Preferred stock—Series A, $.0001 per share par value; 100,000 shares authorized; 62,495 shares issued and outstanding as of October 3, 2009 and September 27, 2008 (Liquidation preference of $62,495 at October 3, 2009)			—				—
Common stock—Class A, $.0001 per share par value; 1,600,000 shares authorized; 726,556 shares issued and outstanding as of October 3, 2009 and September 27, 2008			—				—
Common stock—Class B, $.0001 per share par value; 300,000 shares authorized; 267,448 shares issued and outstanding as of October 3, 2009 and September 27, 2008			—				—
Additional paid-in capital			111,168				110,500
Predecessor basis adjustment			(13,539	)			(13,539	)
Accumulated deficit			(167,272	)			(172,129	)
Accumulated other comprehensive loss			(41,931	)			(9,037	)
Total stockholder’s deficit			(111,574	)			(84,205	)
Total liabilities and stockholder’s deficit		$	334,623			$	373,825

See accompanying notes to consolidated financial statements

ATT Holding Co.

Consolidated Statements of Operations
(In thousands)

		Fiscal year				Fiscal year				Fiscal year
		ended				ended				ended
		October 3,				September 27,				September 29,
		2009				2008				2007
		(53 weeks)				(52 weeks)				(52 weeks)
Net sales		$	452,191			$	503,453			$	500,767
Cost of goods sold			325,919				372,609				379,351
Gross profit			126,272				130,844				121,416
Selling, general and administrative expenses			86,838				96,258				95,863
Loss on disposal of fixed assets			1,389				829				1,299
Amortization of intangible assets			1,214				1,363				1,496
Impairment charges			1,727				15,783				4,465
Operating income			35,104				16,611				18,293
Interest expense			29,708				33,812				36,145
Other (income) expense			(524	)			3,075				(5,542	)
Income (loss) before income taxes			5,920				(20,276	)			(12,310	)
Income tax expense (benefit)			1,363				(3,854	)			5,800
Net income (loss)		$	4,557			$	(16,422	)		$	(18,110	)

See accompanying notes to consolidated financial statements

ATT Holding Co.

Consolidated Statements of Changes in Stockholder’s Deficit
(In Thousands, Except Shares)

																																						Accumulated
																										Additional				Predecessor								Other				Total
		Series A								Class A								Class B								Paid-in				Basis				Accumulated				Comprehensive				Stockholder’s
		Preferred Stock								Common Stock								Common Stock								Capital				Adjustment				Deficit				Income (Loss)				Deficit
		Shares				Amount				Shares				Amount				Shares				Amount
Balance at September 30, 2006			62,495			$	—				726,556			$	—				267,448			$	—			$	110,500			$	(13,539	)		$	(137,597	)		$	9,909			$	(30,727	)
Net loss			—				—				—				—								—				—				—				(18,110	)			—				(18,110	)
Other comprehensive income (loss):
Foreign currency translation adjustment			—				—				—				—				—				—				—				—				—				451				451
Minimum pension liability, net of tax			—				—				—				—				—				—				—				—				—				577				577
Change in fair value of interest rate swaps, net of tax			—				—				—				—				—				—				—				—				—				(1,248	)			(1,248	)
Comprehensive loss			—				—				—				—				—				—				—				—				—				—				(18,330	)
Adjustment to adopt pension recognition provision, net of tax (see Note 2)			—				—				—				—				—				—				—				—				—				(4,931	)			(4,931	)
Balance at September 29, 2007			62,495			$	—				726,556			$	—				267,448			$	—			$	110,500			$	(13,539	)		$	(155,707	)		$	4,758			$	(53,988	)
Net loss			—				—				—				—				—				—				—				—				(16,422	)			—				(16,422	)
Other comprehensive income (loss):
Foreign currency translation adjustment			—				—				—				—				—				—				—				—				—				1,236				1,236
Change in accrued benefit liability, net of tax			—				—				—				—				—				—				—				—				—				(13,822	)			(13,822	)
Change in fair value of interest rate swaps, net of tax			—				—				—				—				—				—				—				—				—				(1,209	)			(1,209	)
Comprehensive loss			—				—				—				—				—				—				—				—				—				—				(30,217	)
Balance at September 27, 2008			62,495			$	—				726,556			$	—				267,448			$	—			$	110,500			$	(13,539	)		$	(172,129	)		$	(9,037	)		$	(84,205	)
Net income			—				—				—				—				—				—				—				—				4,557				—				4,557
Other comprehensive income (loss):
Foreign currency translation adjustment			—				—				—				—				—				—				—				—				—				464				464
Minimum pension liability, net of tax			—				—				—				—				—				—				—				—				—				(31,465	)			(31,465	)
Change in fair value of interest rate swaps, net of tax			—				—				—				—				—				—				—				—				—				(1,893	)			(1,893	)
Comprehensive loss			—				—				—				—				—				—				—				—				—								(28,337	)
Other			—				—				—				—				—				—				668				—				—				—				668
Adjustment to adopt pension measurement date provision, net of tax (see Notes 2 and 7)			—				—				—				—				—				—				—				—				300				—				300
Balance at October 3, 2009			62,495			$	—				726,556			$	—				267,448			$	—			$	111,168			$	(13,539	)		$	(167,272	)		$	(41,931	)		$	(111,574	)