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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-K

(Mark One)

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|   |  | ANNUAL REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended September 25, 2004 |

OR

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|   |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transitionperiod from                        to                         |

Commission file number                      

AMES TRUE TEMPER, INC.

(Exact nameof registrant as specified in itscharter)

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|-------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| DELAWARE                                                    |  | 22-2335400                         |
| (Stateor other jurisdictionof incorporation ororganization) |  | (I.R.S. EmployerIdentificationNo.) |
| 465Railroad Avenue, Camp Hill,Pennsylvania                  |  | 17011                              |
| (Address of principalexecutive offices)                     |  | (ZipCode)                          |
|                                                             |

Registrant's telephonenumber, including area code: (717) 737-1500

Securitiesregistered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:NONE

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

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

Indicate by check mark whether the registrant is an acceleratedfiler (as defined in Rule 12b-2 of the Act).Yes      No  

As of December 23,2004, the registrant had 1000 shares of its common stock, $1.00 parvalue, outstanding.

Documents Incorporated by Reference

None

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AMES TRUETEMPER, INC.

FORM 10-K

YEAR ENDEDSEPTEMBER 25, 2004

TABLE OFCONTENTS

|          |  |                                                                                                               |    |        |    |        |  |  |  |  |
|----------|--|---------------------------------------------------------------------------------------------------------------|----|--------|----|--------|--|--|--|--|
| PARTI    |  |                                                                                                          | 2  |   |
| Item1.   |  | BUSINESS                                                                                                      |    |   | 2  |   |
| Item2.   |  | PROPERTIES                                                                                                    |    |   | 11 |   |
| Item3.   |  | LEGAL PROCEEDINGS                                                                                             |    |   | 12 |   |
| Item4.   |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS                                                            |    |   | 13 |   |
| PARTII   |  |                                                                                                          | 14 |   |
| Item 5.  |  | MARKETFOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITYSECURITIES |    |   | 14 |   |
| Item 6.  |  | SELECTEDFINANCIAL DATA                                                                                        |    |   | 14 |   |
| Item7.   |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS                          |    |   | 16 |   |
| Item7A.  |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK                                                     |    |   | 27 |   |
| Item 8.  |  | FINANCIAL STATEMENTSAND SUPPLEMENTARY DATA                                                                    |    |   | 28 |   |
| Item9.   |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIALDISCLOSURE                            |    |   | 63 |   |
| Item9A.  |  | CONTROLS AND PROCEDURES                                                                                       |    |   | 63 |   |
| Item9B.  |  | OTHER INFORMATION                                                                                             |    |   | 63 |   |
| PARTIII  |  |                                                                                                          | 63 |   |
| Item10.  |  | DIRECTORS AND EXECUTIVE OFFICERS OF THEREGISTRANT                                                             |    |   | 63 |   |
| Item 11. |  | EXECUTIVECOMPENSATION                                                                                         |    |   | 66 |   |
| Item 12. |  | SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS                  |    |   | 69 |   |
| Item13.  |  | CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS                                                                 |    |   | 70 |   |
| Item 14. |  | PRINCIPALACCOUNTANT FEES AND SERVICES                                                                         |    |   | 71 |   |
| PARTIV   |  |                                                                                                          | 72 |   |
| Item15.  |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ONFORM8-K                                                 |    |   | 72 |   |
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TERMS USED IN THIS FORM10-K

Unless otherwise noted, or indicated by the context, inthis Form 10-K the terms the "company,""we," "us,""Ames True Temper" and"our" refer to Ames True Temper, Inc. and itssubsidiaries and, for periods prior to June 27, 2004 our predecessorcompanies; the term "parent" refers to ATTHolding Co., the owner of 100% of our capital stock, which hasno assets other than our capital stock; the term"Predecessor Company I" refers to the Companyunder the ownership of Wind Point Partners; and the term"Predecessor Company II" refers to Ames TrueTemper Group, a division of U.S. Industries, Inc. References to ourfiscal years are to our parent's 52-week period that generallyends on the Saturday nearest to September 30 of such year."Fiscal 2004" is the 52-week period that iscombined from the thirteen-week period ended September 25, 2004 withthe 39-week period ended June 27, 2004 under Predecessor Company I;"fiscal 2003" is the 52-week period endedSeptember 27, 2003 under Predecessor Company I and references to"fiscal 2002" are to the period fromSeptember 30, 2001 to January 13, 2002 under Predecessor Company IIcombined with the period from January 14, 2002 to September 28, 2002under Predecessor Company I to form a 52-week period.

TRADEMARKS AND SERVICE MARKS

We own or have the rights tovarious trademarks, copyrights and trade names used in our business,including AmesTM, Ames True TemperTM,BroncoTM, Ceramic-LiteTM, ClassicTM,Dynamic DesignTM, GarantTM,GardenScapesTM, HomeownerTM, IXLTM,JacksonTM, KodiakTM, PonyTM, SiteSafeTM, Snow PlowTM, True TemperTM andWoodingsTM. In addition, we have a limited license to usethe StanleyTM trademark. This Form 10-K also includes tradenames and trademarks of other companies. Our use or display of otherparties' trade names, trademarks or products is not intended toand does not imply a relationship with, or endorsement or sponsorshipof us by, the trade name or trademark owners.

FORWARD-LOOKINGSTATEMENTS

This annual report on Form 10-K contains"forward-looking statements" within themeaning of Section 21E of the Securities Exchange Act of 1934, asamended. All statements other than statements of historical fact are"forward-looking statements" for purposes offederal and state securities laws. Forward-looking statements mayinclude the words "may,""will," "plans,""estimates,""anticipates,""believes,""expects,""intends" and similar expressions. Althoughwe believe that such statements are based on reasonable assumptions,these forward-looking statements are subject to numerous factors, risksand uncertainties that could cause actual outcomes and results to bematerially different from those projected or assumed in ourforward-looking statements. These factors, risks and uncertaintiesinclude, among others, thefollowing:

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| •  | our liquidity and capitalresources; |

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| •  | sales levels to existing andnew customers; |

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| •  | increased concentrationof our customers; |

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| •  | seasonality andadverse weather conditions; |

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| •  | competitivepressures and trends; |

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| •  | changing consumerpreferences; |

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| •  | new product and customerinitiatives; |

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| •  | risks relating to foreignsourcing and foreign operations and availability of rawmaterials; |

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| •  | our ability to successfullyconsummate and integrate acquisitions;and |

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| •  | general economic conditions. |

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

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PART I

Item 1.    BUSINESS

Our History

Ames True Temper was formed in 1999 when Amesand its then parent, USI, acquired True Temper from the HuffyCorporation, combining two non-powered lawn and garden tool andaccessory companies with market leadership positions in long handletools and wheelbarrows. Ames, founded in 1774, only manufacturedshovels for much of its history. However, over the last three decades,Ames acquired several companies to expand its product lines andgeographical reach. For example, in 1991, Ames acquired Garant, aCanadian lawn and garden tool manufacturer. In 1997, Ames acquiredWoodings-Verona and IXL in two separate transactions, adding strikingtool and hickory handle manufacturing capabilities, respectively.

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

As part of a restructuring plan, USIdecided to divest Predecessor Company II in 2001. Wind Point Partners,a private equity investment firm, in conjunction with Richard Dell, ourcurrent president and chief executive officer, and Duane Greenly, ourcurrent chief operating officer, purchased Predecessor Company II inJanuary 2002. Since that time, we completed three acquisitions tocomplement our product portfolio and enhance our sourcing capabilities.In November 2002, we acquired Dynamic Design, a leading supplier ofplastic and foam flowerpots, outdoor planters, window boxes, indoorplanters and hanging baskets. In May 2003, we acquired OutdoorInspirations, to enter the garden hose market. In August 2003, weacquired Greenlife, a leading supplier of non-powered lawn and gardentools manufactured in China.

In June 2004, affiliates of CastleHarlan, Inc., a New York-based private-equity investment firm, togetherwith certain of our employees, completed the acquisition of ourcompany. In order to acquire our company, CHATT Holdings, Inc.,"the buyer", and CHATT Holdings LLC,"the buyer-parent", were formed. Uponcompletion of the acquisition, affiliates of Castle Harlan, Inc. ownedapproximately 87% of the buyer-parent and management ownedapproximately 13%.

General

We are a leadingNorth American manufacturer and marketer of non-powered lawn and gardentools and accessories.

We sell our products primarily in theU.S. and Canada through (1) retail centers, including home centers andmass merchandisers, (2) wholesale chains, including hardware stores andgarden centers, and (3) industrial distributors. We have a largeportfolio of recognized brands that enables us to offer specificbranding strategies for our large retail customers. We believe that ourglobal manufacturing strategy, based primarily upon a blend of domesticmanufacturing and sourced product, makes us cost-competitive whileallowing us to provide a high level of customer service.

Ourbrands are among the most recognized across our primary productcategories in the North American non-powered lawn and garden tools andaccessories market. Our brand portfolio includes Ames, True Temper,Ames True Temper and Stanley (licensed from The Stanley Works), as wellas contractor-oriented brands including Jackson, Kodiak and Pony. Thisstrong portfolio of brands has allowed us to develop specific brandingstrategies tailored to each of our large retail customers, includingThe Home Depot, Lowe's and Wal-Mart, which differentiates us fromour competitors. We have long-standing relationships with the leadingcompanies that sell our product categories.

Products

Utilizing a variety of brand names, we manufacture and market one ofthe broadest product portfolios in the non-powered lawn and gardenindustry. We currently offer 11 distinct product lines, anchored by twocore product categories: long handle tools and wheelbarrows.

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We believe that, as a result of our highproduct quality, high level of customer service and strong customerrelationships, we hold market-leading positions in the following sevenproduct lines: long handle tools, wheelbarrows, hose reels, snow tools,striking tools, lawn carts and repair handles.

The following isa description of each of our productlines:

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| •  | Long HandleTools:  Our long handle tool product offering consists ofshovels, spades, scoops, rakes, hoes, cultivators, weeders, post holediggers, scrapers, edgers, forks and hooks. We offer numerous types ofheads, including plastic and steel, and various handles manufacturedfrom wood, engineered polymers and fiberglass. We currently offer over1,600 SKUs in this category. To maximize our retail shelf space, wehave developed specific branding strategies for our large retailersutilizing our strong portfolio of brand names. The Ames brandname is used exclusively at The Home Depot, while True Temper issold exclusively at Lowe's. To support Wal-Mart, we licensethe Stanley brand name. For all other retail and wholesalecustomers, we use the Ames True Temper brand name, except inCanada where we still market the Garant brand name. In additionto our main brand names, we also offer sub-brand names such asBronco, Classic and Homeowner to capture placement for"good," "better"and "best" product price points. We also usebrands such as Kodiak, Pony and Site Safe to sell longhandle tools to the industrial channel. |

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| •  | Wheelbarrows:  We manufacture afull line of wheelbarrows, primarily under the True Temper,Jackson and Garant brand names. We offer both plastic andsteel wheelbarrows at a full range of price points for a multitude oftasks. |

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| •  | Pots andPlanters:  With our acquisition of Dynamic Design, we became asupplier of plastic and foam flower pots, outdoor planters, windowboxes, indoor planters and hanging baskets. We source most of our potsand planters line from lower cost manufacturing facilities abroad. Allof our pots and planters are sold under the Dynamic Designbrand. Recently, for both indoor and outdoor use, we introduced theCeramic-Lite series of polyurethane-molded planters and urnsdesigned to look like glazed and polished ceramic pots. We have alsoadded a new line of fiberglass pots and planters for the 2005 sellingseason. |

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| •  | Hose Reels:  We sellrotating, portable, freestanding and swivel hose reels for the homegardener and industrial customer. Hose reels are designed to keep hosesfrom getting tangled, while providing compact storage of hoses when notin use. Our hose reels are available in portable, wheeled andwall-mount versions. We also offer a line of patio and deck hose reels.We sell our hose reels under the Ames brandname. |

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| •  | Snow Tools:  Wemanufacture and distribute numerous types of snow tools, includingshovels, pushers, roof rakes, sled scoops, and ice scrapers, withplastic, steel and aluminum heads. We recently introduced our newSnow Plow which clears snow significantly faster thantraditional shovels and is designed to remove snow without heavylifting, which is appealing to many older consumers. We sell theseproducts under the Ames, Garant and True Temperbrand names. |

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| •  | StrikingTools:  We offer a wide range of striking tools, includingaxes, picks, mallets, mauls, wood splitters and sledgehammers. Theseproducts are sold under the Ames True Temper, Garant andWoodings brandnames. |

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| •  | DecorativeAccessories:  We offer a wide variety of plastic and wiregarden accessories, including edging, fencing, splash blocks andtrellises sold under the Amesbrand. |

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| •  | Lawn Carts:  Lawncarts typically are used for transporting everything from plants andmulches to garden debris, sticks and rocks. Lawn carts have molded-intool holders for ease of carrying tools. Their flat bottom design isuseful for carrying plants and easy dumping. Our lawn carts aremarketed under the Amesbrand. |

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| •  | Pruning Tools:  Weoffer a broad line of pruning tools, including grass, pruning, lopping,hedge and pole pruning tools, as well as a variety of trimming saws andcutting tools. |

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| •  | RepairHandles:  We manufacture an extensive line of repair handlesfor lawn and garden tools, such as long handle tools, snow tools andstriking tools. Our repair handles are sold under our Garant andIXL brand names. |

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|              |                                                                             |
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| •  | GardenHoses:  We supply light, medium and heavy-duty gardenhoses. |

In addition to the brands listed above, we also utilizeunbranded products to capture the opening price point at majorretailers. While this category does not generate significant revenues,it is an important part of our branding strategy. As an example, we useopening price point products for our long handle tools to strengthenthe position of that category's "good"and "better" product lines.

Customers

We sell our products through (1) retail centers,including home centers and mass merchandisers, (2) wholesale chains,including hardware stores and garden centers, and (3) industrialdistributors. The Home Depot represented approximately 33% ofour net sales for the periods ended September 25, 2004 and June 27,2004, 35% in fiscal 2003 and 33% in the period endedSeptember 28, 2002. Lowe's represented approximately 22%of our net sales for the period ended September 25, 2004, 20%for the period ended June 27, 2004, 20% in fiscal 2003 and19% in the period ended September 28, 2002. Both The Home Depotand Wal-Mart have designated us as the official category manager fornon-powered lawn and garden tools (Lowe's does not designatecategory managers).

We are also a leading supplier to a numberof wholesalers that collectively represent numerous independenthardware stores, including Ace, Do-It-Best and TruServ. We also supplyour products to the industrial channel through distributors such asGrainger and McMaster Carr.

Product Development

Ourproduct development efforts focus on new products and product lineextensions. For the 2004 selling season, we introduced approximately280 SKUs and have introduced over 420 SKUs for the 2005 season.

We develop products through our seven person, in-house engineeringstaff and through our relationships with a number of outside productengineering and design firms. In addition, starting in 2002, weestablished "core teams" to introduce newproducts more quickly and cost efficiently. The core teams, headed byeach product category's marketing director, consist of eightmembers, one from each functional department. These core teams areempowered to create product designs, initiate capital requests, conductresearch and make sourcing decisions.

Examples of recent newproduct initiatives include a line of pots and planters that weighsubstantially less than traditional ceramics and are shatter and crackresistant, our retractable hose reel, which won PopularMechanic's 2004 Editors Choice Award, and a line of GardenScapestools that cater to women and older consumers. These tools are smaller,lighter and easier to use than full-sized tools but still retain thestrength and durability specifications of their full-sizedcounterparts.

Sales and Marketing

Our salesorganization is structured by distribution channel in the U.S. and bycountry internationally. In the U.S., we have dedicated a team of salesprofessionals to each of our large retail customers. We maintainoffices adjacent to each of our three largest customers'headquarters, as well as in-house dedicated sales analysts. Inaddition, we have assigned sales professionals to our domesticwholesale and industrial distribution channels. We also have salesteams located in Canada and Ireland to handle our Canadian and Europeansales efforts, respectively.

To assist our clients in marketingour products and responding to new customer trends, we have createdteams headed by a product marketing director focused on each productline. Each team is responsible for implementing category-specificmarketing strategies, including SKU rationalization and support for keyaccounts.

We offer internal graphic capabilities to designcatalogs, labels, point of sale and other sales materials. In addition,we monitor point of sale and sell-through activity to identify productopportunities and develop merchandizing programs to help our customersachieve their sales objectives. We also work closely with externalresearch firms, design studios and product engineering organizations toidentify and capitalize on emerging consumer and professionaltrends.

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We continue to evaluate new distributionchannels. For example, we successfully marketed our new product, theSnow Plow, on QVC in December 2003, and have continued to offerproducts through this channel.

Raw Materials and Suppliers

The primary raw material inputs for our products include resin, wood(mainly ash, hickory and poplar) and steel. In addition, we purchasesome key materials and components, such as metal fork components,wheelbarrow tires and fiberglass handles, however, we complete thefinal assembly internally in order to better ensure consistent qualityfor our customers. During fiscal 2004, we had no supplier supply morethan 10% of our raw materials or components.

Competition

The non-powered lawn and garden industry ishighly competitive and fragmented. Most of our competitors consist ofsmall privately held companies focusing on a single product category.Some of our competitors include Union Tools and Truper in long handletools, Suncast in hose reels and decorative accessories andColorite/Swan in garden hoses. In addition, we face competition fromimported or sourced products from China, India and other lower-costcountries, particularly in wheelbarrows, and striking and pruningtools. We believe the principal factors by which we compete arequality, performance, price, brand strength, reliability and customerservice, with the relative importance of each factor varying by productline.

We believe that our size and product depth provide us witha competitive advantage. In addition, we believe that offshoremanufacturers lack sufficient distribution capabilities to servicelarge retailers. We also believe that our extensive wood millinfrastructure and expertise in curing wood handles, coupled with oureasy geographical access to American ash and hickory sources, provideus with a competitive advantage over offshore manufacturers given thecontinued preference by consumers for wood handles in long handle andstriking tools. Our manufacturing facilities enable us to perform anumber of value added processes, which provide us with an additionalcompetitive advantage by allowing us to produce a majority of ourproducts without relying on third-party manufacturers. This betterenables us to control product quality.

Distribution

Weoperate four distribution centers. The largest distribution center,which was recently expanded, is a 1.2 million square foot distributioncenter in Carlisle, Pennsylvania. Finished goods from our manufacturingsites are trucked into this facility by our internal fleet, whichallows us to consolidate customer orders in different product areas andprovide freight savings to our customers. Additionally, some lightassembly is performed at this location.

We also maintaindistribution centers in Nevada, Canada and Ireland. We also utilize athird-party distribution center in Santa Fe Springs, CA for our sourcedpots and planters. The Nevada facility provides light assemblyoperations enabling us to provide faster turnaround for our West Coastcustomers. This facility also operates four injection-molding machinesto reduce some of the costs associated with moving high cube products.Our company-wide computer network utilizes software that enables us tomore efficiently manage orders, quickly replenish our customers'inventory and provide our customers with strong logistics support.

Joint Ventures

In 2003, we acquired Greenlife and now holdjoint venture interests ranging from 25% to 35% in threeseparate joint ventures that each owns a manufacturing facility inChina. We do not share in the profits or losses of the joint ventures.Under the terms of the Chinese joint venture agreements, we areentitled to minority representation on the board of directors of eachjoint venture.

Chengde Greenlife Houseware Co., Ltd.Joint Venture

This joint venture, owned by Pingquan CountyStamping Factory (65%), our company (30%) and Dick Liao(5%), manufactures metal home and gardening products. We areresponsible under the joint 

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venture agreement for handling the sale ofproducts outside of China, while the joint venture is responsible forthe sale of products within China. The term of the joint ventureagreement is 15 years and was entered into during 1999. The jointventure may be terminated by mutual agreement of the joint ventureparties.

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

This joint venture, owned by Fujian HuakunImplement Company Limited (Fujian) (13%), Fuzhou Huatian AutoAccessories Company Limited (25%), Dick Liao (37%) andour company (25%), manufactures poly rakes, steel rakes, cuttingtools and car components. Fujian is responsible for the development,engineering and production of products, while we are responsible forexporting products from China to the United States. The term of thejoint venture agreement is 10 years and it was entered into during2002. The joint venture can be terminated by mutual agreement of thejoint venture parties.

Dalian Greenlife Tools Co., Ltd.Joint Venture

This joint venture, owned by Shushi (Dalian)Steel Shovel Manufacturing Co. (Dalian) (57%), our company(35%) and Dick Liao (8%), manufactures assorted gardentools and metal products. We are responsible for exporting the productsof the joint venture. The term of the joint venture agreement is 20years and was entered into during 1997. The joint venture may beterminated by mutual agreement of the joint venture parties.

Intellectual Property

We hold registered U.S. trademarksand issued U.S. patents, which are important to our business. We alsohold an exclusive license in the U.S. and Canada to manufactureclog-free rakes. In addition, we license the Stanley brand name fromThe Stanley Works for use on long handle tools, wheelbarrows, pruningtools and snow tools placed exclusively at Wal-Mart. This licenseagreement renews automatically for successive one-year periods unlesseither party gives one year notice of termination. Currently, theagreement expires on December 31, 2007. We pay royalties for our use ofthe Stanley name, which were in an amount that is not material tous.

Employees

As of September 25, 2004, we hadapproximately 2,000 full-time employees worldwide. Most of theseemployees work in manufacturing and distribution for the U.S. market.At certain times of the year, we augment our workforce with temporaryworkers to accommodate seasonal increases in business activity.Approximately 415 of our U.S. employees are represented by the UnitedBrotherhood of Carpenters and Joiners of America (UBCJ), the UnitedSteelworkers of America (USWA) or the International Brotherhood ofTeamsters (IBT). The contracts with UBCJ and IBT expire in October 2007and April 2008, respectively. The agreement with USWA Local No. 1688expires in October 2005, and the agreement with USWA Local No. 1651expires in September 2005. In addition, 236 employees in our Canadianfacility are represented by the Trade Union Advisory Committee. Thecollective bargaining agreement affecting these employees is in placeuntil October 2009. Thirty-four of our approximately 60 employees inIreland are covered by one labor agreement and participate in anational wage plan. We believe that our relations with our employeesare generally good.

Environmental and Other Regulations

Our operations, both in the United States and abroad, are subject toforeign, federal, state and local environmental laws, ordinances andregulations that limit discharges into the environment, establishstandards for the handling, generation, emission, release, discharge,treatment, storage and disposal of hazardous materials, substances andwastes, and require cleanup of contaminated soil and groundwater. Theselaws, ordinances and regulations are complex, change frequently andhave tended to become more stringent over time. Many of them providefor substantial fines and penalties, orders (including orders to ceaseoperations) and criminal sanctions for violations. They may also imposeliability for property damage and personal injury stemming frompresence of, or exposure to hazardous substances. In addition, certainof our operations require us to obtain, maintain compliance with, andperiodically renew permits.

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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 itspredecessor's current or former properties, even if theassociated contamination was caused by the operations of a third party.These laws also may require the investigation and cleanup ofthird-party sites at which an entity or its predecessor sent hazardouswastes for disposal, notwithstanding that the original disposalactivity accorded with all applicable requirements. Liability undersuch laws may be imposed jointly and severally, and regardless offault.

There are eight sites where we currently are engaged insite investigation or active remediation, which arise out of historicalfacility operations prior to our operations or ownership. We areentitled to indemnification by the former owners for 100% ofcosts for remediation efforts arising out of certain environmentalconditions that were known at the time of closing and 80% ofcosts for remediation efforts for certain other known items. We alsoare entitled to indemnification for costs of remediation effortsarising out of certain environmental conditions that were unknown atthe time of closing, subject to a sliding scale cost allocation scheme.In addition, we carry environmental insurance. While we do not expectto incur significant costs associated with these projects, there can beno assurance that all such costs will be covered by indemnification orinsurance.

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

We have incurred and willcontinue to incur costs to comply with the requirements ofenvironmental, health and safety laws, ordinances and regulations. Weanticipate that these requirements will become more stringent in thefuture, and we cannot assure you that compliance costs will not bematerial.

Risks Factors

In addition to the otherinformation set forth in this Form 10-K, you should carefully considerthe following factors which could materially affect our business,financial condition or future results. The risks described below arenot the only risks facing us. Additional risks and uncertainties notcurrently known to us or that we currently deem to be immaterial alsomay materially adversely affect our business, financial conditionand/or operating results.

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

Our twolargest customers, The Home Depot and Lowe's, together accountedfor 55% (33% and 22%, respectively) and 53%(33% and 20%, respectively) of our net sales for theperiods ending September 25, 2004 and June 27, 2004, respectively andapproximately 74% of our accounts receivable as of September 25,2004. Our ten largest customers (including those listed above)accounted for 71% and 75% of our net sales for theperiods ended September 25, 2004 and June 27, 2004, respectively. Theloss of, or reduction in orders from, any of these customers could havea material adverse effect on our business and our financial results, ascould customer disputes regarding shipments, fees, brand use andpositioning, merchandise condition or related matters. Our businessalso may be negatively affected by changes in the policies of oursignificant retail customers, such as return policies or reductions inshelf space allocation to us.

Furthermore, a bankruptcy or asignificant deterioration in the financial condition of any of oursignificant customers or suppliers could have a material adverse effecton our sales, profitability and cash flow. Any of the foregoing couldresult in a reduction in purchases, a longer collection cycle or aninability to collect accounts receivable.

Furtherconsolidation in the retail industry may adversely affect ourprofitability.

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

7

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Increased reliance on thirdparty suppliers and manufacturers may decrease our ability to meetcustomer demands.

We rely on a limited number of domestic andforeign companies, including our joint venture partners, to supplycomponents and manufacture certain of our products. The percentage ofour products, based on net sales, that we source has increased from2% in fiscal 2001 to over 36% in fiscal 2004. We expectthat this percentage will continue to increase in the future. Relianceon third party suppliers and manufacturers may reduce our control overthe timing of deliveries and quality of products. Reduced productquality or failure to deliver products quickly may jeopardize ourrelationships with certain of our key customers. In addition, increasedreliance on third party suppliers or manufacturers may result infailure to meet our customer demands, should any of these parties failto manufacture sufficient supply, go out of business or discontinue aparticular component. In such event, we may not be able to findalternative suppliers in a timely manner, if at all. Such events couldimpact our ability to fill orders, which would have a material adverseeffect on our customer relationships.

We are subject torisks associated with our foreign operations.

We haveoperations in Canada, China and Ireland, either directly or throughjoint ventures. Our foreign operations are subject to the risk offluctuations in the relative value of the U.S. dollar and the localunit of currency. It will become more expensive to operate in any ofthese countries if the value of the U.S. dollar declines relative tothe local unit of currency. We have not hedged against any currencyrisk exposure associated with our foreign operations.

Foreignoperations are subject to risks that can materially increase the costof operating in foreign countries and thereby may reduce our overallprofitability. These risks include, but are not limitedto:

|              |                                     |
|--------------|-------------------------------------|
| •  | currency exchange ratefluctuations; |

|              |                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | increases in foreign taxrates and foreign earnings potentially being subject to withholdingrequirements or the imposition of tariffs, exchange controls or otherrestrictions; |

|              |                                                                                                                      |
|--------------|----------------------------------------------------------------------------------------------------------------------|
| •  | general economic andpolitical conditions in countries where we operate and/or sell ourproducts, including inflation; |

|              |                                                                                               |
|--------------|-----------------------------------------------------------------------------------------------|
| •  | thedifficulties associated with managing our organization spreadthroughout various countries; |

|              |                                                                       |
|--------------|-----------------------------------------------------------------------|
| •  | requiredcompliance with a variety of foreign laws and regulations;and |

|              |                                                                              |
|--------------|------------------------------------------------------------------------------|
| •  | limited protection of intellectualproperty in certain foreign jurisdictions. |

We aresubject to risks associated with our operations in China.

Asubstantial amount of our sourcing is done through our Chinese jointventures. Since 1979, many new laws and regulations covering generaleconomic matters have been promulgated in China. Despite this activityto develop the legal system, China's system of laws is not yetcomplete. Even where adequate law exists in China, enforcement ofexisting laws or contracts based on existing law may be uncertain andsporadic, and it may be difficult to obtain swift and equitableenforcement or to obtain enforcement of a judgment by a court ofanother jurisdiction. The relative inexperience of China'sjudiciary in many cases creates additional uncertainty as to theoutcome of any litigation. In addition, interpretation of statutes andregulations may be subject to government policies reflecting domesticpolitical changes.

Furthermore, a substantial portion of ourpruning tools, as well as all of our foam pots and planters, aremanufactured in China and must be shipped into the U.S. When they enterthe U.S., these products may be subject to import quotas, import dutiesand other restrictions. Any inability to import these products into theU.S. and any tariffs we may be required to pay with respect to theseproducts may have a material adverse result on our business and resultsof operations.

8

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We may not be able to acquirecomplementary lawn and garden product manufacturers or brands. Inaddition, our acquisition strategy may negatively impact our operatingresults, divert management's attention from operating our corebusiness and expose us to other risks.

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

|              |                                                                                                |
|--------------|------------------------------------------------------------------------------------------------|
| •  | adverseshort-term effects on our profitability and cash flows as a result ofintegration costs; |

|              |                                                                            |
|--------------|----------------------------------------------------------------------------|
| •  | diversion ofmanagement's attention from the operation of our corebusiness; |

|              |                                                                                                  |
|--------------|--------------------------------------------------------------------------------------------------|
| •  | difficulties assimilating andintegrating the operations of the acquired company with our own;and |

|              |                                                                             |
|--------------|-----------------------------------------------------------------------------|
| •  | unanticipated liabilities orcontingencies relating to the acquired company. |

If weare unable to obtain raw materials for our products at favorable pricesit could adversely impact our operating performance.

Oursuppliers provide resin, wood (mainly ash and hickory) and steel. Nosingle supplier provides more than 10% of our raw materials orcomponents. We cannot assure you that we will not experience shortagesof raw materials or components for our products or be forced to seekalternative sources of supply. If temporary shortages due todisruptions in supply caused by weather, transportation, productiondelays or other factors require us to secure our raw materials fromsources other than our current suppliers, we may not be able to do soon terms as favorable as our current terms or at all. In addition,material increases in the cost of any of these items on anindustry-wide basis could have an adverse impact on our operatingperformance and cash flows if we are unable to pass on these increasedcosts to our customers, which could have a material adverse effect onour business and financial results. We currently do not engage inhedging or other financial risk management strategies with respect topotential price fluctuations in the cost of raw materials.

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

All aspects of the lawn and gardenindustry, including attracting and retaining customers and pricing, arecompetitive. To compete effectively, we must, among other things,maintain our relationships with key retailers, continually developinnovative new products that appeal to consumers and deliver productson a reliable basis at competitive prices. We cannot assure you that wewill be able to maintain existing competitive advantages we have in ourmarket. We compete for customers with various consumer productmanufacturers and numerous other companies that produce home and gardentools and accessories, including foreign manufacturers that exporttheir products to the United States.

Our current or potentialcompetitors may offer products at a lower price or products andservices that are superior to ours. In addition, our competitors may bemore effective and efficient in integrating new technologies.Furthermore, as a result of business combinations or acquisitions, someof our competitors could become more formidable and may havesubstantially more resources at their disposal than us. Any of thesefactors may cause price reductions, reduced gross margins, decreasedsales and reduced ability to attract and retain customers.

Changing consumer preferences and discretionary spendingpatterns could have an adverse effect on our business.

Purchases of our products are discretionary for consumers and,therefore, we are susceptible to economic slowdowns. Consumersgenerally are more willing to make discretionary purchases duringperiods in which favorable economic conditions prevail. Slowdowns inthe United States economy may adversely affect consumer confidence andspending habits, which could adversely affect our sales. Theperformance of the economy is affected by numerous economic, politicaland other factors that are beyond our control.

9

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A failure to successfullyintroduce new products could result in a reduction in sales and floorspace at retailers that carry our products.

We believe that ourfuture success will depend, in part, upon our ability to develop,market and produce new products, as well as to continue to improveexisting products. We may not continue to be successful in the timelyintroduction and marketing of new products or innovations to ourexisting products. If we fail to successfully introduce, market andmanufacture new products or product innovations and differentiate ourproducts from those of our competitors, our ability to maintain orenhance our industry position could be adversely affected, which inturn could materially adversely affect our business, financialcondition or results of operations.

Our business andfinancial operations may be adversely affected if our licensingagreement with The Stanley Works for the name Stanley were terminatedor not renewed on acceptable terms.

We license from The StanleyWorks the name Stanley for certain products. This license agreementrenews automatically for successive one-year periods unless eitherparty gives one year notice of termination. Currently, the agreementexpires on December 31, 2007. We use the Stanley brand exclusively forsales of garden tools and wheelbarrows to Wal-Mart. As a result, ourfailure to renew the license agreement on acceptable terms could have amaterial adverse effect on our sales to Wal-Mart and, as a result, onour business and financial results.

The products that wemanufacture could expose us to product liability claims.

Ourbusiness exposes us to potential product liability risks, which areinherent in the manufacture and distribution of certain of ourproducts. From time to time, various suits and claims have been broughtagainst us asserting injury sustained while using our products.Although we generally seek to insure against these risks, there can beno assurance that our coverage may be adequate and we may not be ableto maintain insurance on acceptable terms. A successful productliability claim in excess of our insurance coverage could have amaterial adverse effect on us and could prevent us from obtainingadequate product liability insurance in the future on commerciallyreasonable terms or at all. Moreover, any adverse publicity arisingfrom claims made against us could adversely affect the reputation andsales of our products.

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

Demandfor lawn and garden products is influenced by weather, particularlyweekend weather during the peak gardening season. As a result, ourbusiness, financial results, cash flow and our ability to service ourdebt could be adversely affected by certain weather patterns such asunseasonably cool or warm temperatures, water shortages or floods. Inaddition, lack of snow or lower than average snowfall during the winterseason may result in reduced sales of certain of our products, such assnow shovels and other snow tools.

Our lawn and gardensales are highly seasonal which could impact our cash flow andoperating results.

Because our lawn and garden products areused primarily in the spring and summer, our business is highlyseasonal. In fiscal 2004, 62% of our sales occurred during oursecond and third fiscal quarters. A majority of our operating incomeand cash flow is generated in this period. Our working capital needsand our borrowings generally peak near the end of our second fiscalquarter because we are generating lower sales while incurring expensesin preparation for the spring selling season. If cash on hand andborrowings under our senior credit facility are ever insufficient tomeet our seasonal needs or if cash flow generated during the spring andsummer is insufficient to repay our borrowings on a timely basis, thisseasonality could have a material adverse effect on our business,results of operations, financial condition, cash flow and our abilityto service our indebtedness.

Environmental health andsafety laws, ordinances and regulations impose risks and costs onus.

Our operations are subject to federal, state, local andforeign laws, ordinances and regulations governing the protection ofthe environment and health and safety matters, including, but notlimited to, 

10

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those regulating discharges into the air andwater, the use, handling and disposal of hazardous or toxic substances,the management of wastes, the cleanup of contamination and the controlof noise and odors. We have made, and will continue to make,expenditures to comply with these requirements. While we believe, basedupon current information, that we are in substantial compliance withall applicable environmental laws, ordinances and regulations, wecannot assure you of this, and we could be subject to potentiallysignificant fines or penalties for any failure to comply. Moreover,under certain environmental laws, a current or previous owner oroperator of real property, and parties that generate or transporthazardous substances that are disposed of at real property, may be heldliable for the cost to investigate or clean up such real property andfor related damages to natural resources. We may be subject toliability, including liability for investigation and cleanup costs,resulting from historical or ongoing operations if contamination isdiscovered at one of our current or former facilities, or at a landfillor other location where we have disposed of, or arranged for thedisposal of, wastes. There are currently eight sites where we areengaged in site investigation or active remediation, which arise out ofhistorical facility operations prior to our operations or ownership. Weare entitled to indemnification by the former owners for 100% ofcosts for remediation efforts arising out of certain environmentalconditions that were known at the time of closing and 80% ofcosts for remediation efforts for certain other known items. We alsoare entitled to indemnification for costs of remediation effortsarising out of certain environmental conditions that were unknown atthe time of closing subject to a sliding scale cost allocation scheme.We also carry environmental insurance. While we do not expect to incursignificant independent costs associated with these projects, there canbe no assurance that all such costs will be covered by indemnificationor insurance. In addition, we could be subject to claims broughtpursuant to applicable laws, ordinances and regulations for propertydamage or personal injury resulting from the environmental impacts ofour operations. Increasingly stringent environmental requirements, moreaggressive enforcement actions, the discovery of unknown conditions orthe bringing of future claims may cause our expenditures forenvironmental, health and safety matters to increase, and we may incurmaterial costs associated with such matters.

We dependon the service of key individuals, the loss of any of which couldmaterially harm our business.

Our success will depend, in part,on the efforts of our executive officers and other key employees.Although we do not anticipate that we will have to replace any of ourkey employees in the near future, the loss of the services of any ofour key employees could have a material adverse effect on us. We do notmaintain key man life insurance on our executive officers.

Unionized employees could strike or participate in a workstoppage.

We employ approximately 2,000 people on a full-timebasis, approximately 35% of whom are covered by collectivebargaining or similar labor agreements. We currently are a party to sixsuch agreements. If our unionized employees were to engage in a strikeor other work stoppage, or if we are unable to negotiate acceptableextensions of our agreements with labor unions resulting in a strike orother work stoppage by the affected workers, we could experience asignificant disruption of operations and increased operating costs. Inaddition, any renegotiation or renewal of labor agreements could resultin higher wages or benefits paid to unionized employees, which couldincrease our operating costs and could have a material adverse effecton our profitability.

Item 2.    PROPERTIES

Wecurrently operate 10 manufacturing facilities and 11 wood mills. At ourmanufacturing facilities, we perform various value added processes forour products, including assembly, forging, forming, injection molding,painting, stamping, treating, turning and welding. Through our Chinesejoint venture partners, we have access to three manufacturingfacilities in China. Our executive headquarters are located in CampHill, Pennsylvania.

In fiscal 2004, we paid an aggregate ofapproximately $6.3 million for rent on all our leased properties andour projected rent for fiscal 2005 is substantially the same. Ourleased facilities vary in term, generally lasting up to 16 years.Several of the leases also contain renewal provisions. We believe ourcurrent 

11

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facilities are generally well maintained andprovide adequate production and distribution capacity for futureoperations. We may, during peak seasons, enter into short-term leasesto provide overflow storage facilities.

The following table setsforth certain information concerning our facilities and those of ourjoint venturepartners:

|                                |  |                          |           |              |  |         |  |                                 |  |  |  |  |  |  |
|--------------------------------|--|--------------------------|-----------|--------------|--|---------|--|---------------------------------|--|--|--|--|--|--|
| Location                       |  | ApproximateSquareFootage |           | Owned/Leased |  | Use     |
| **Manufacturing/Distribution** |  |                     |      |         |  |    |  |                            |
| Bernie/Dexter,MO               |  |                     | 196,750   |         |  | Owned   |  | Manufacturing                   |
| Byesville,OH                   |  |                     | 46,000    |         |  | Owned   |  | Manufacturing                   |
| CampHill, PA                   |  |                     | 380,000   |         |  | Leased  |  | Manufacturing,Executive Offices |
| Carlisle,PA                    |  |                     | 1,217,000 |         |  | Leased  |  | Manufacturing,Distribution      |
| Cork,Ireland                   |  |                     | 83,000    |         |  | Owned   |  | Manufacturing,Distribution      |
| Falls City,NE                  |  |                     | 82,000    |         |  | Owned   |  | Manufacturing                   |
| Harrisburg,PA                  |  |                     | 264,000   |         |  | Owned   |  | Manufacturing                   |
| Parkersburg,WV                 |  |                     | 400,000   |         |  | Owned   |  | Manufacturing                   |
| Reno,NV                        |  |                     | 231,000   |         |  | Leased  |  | Manufacturing,Distribution      |
| St. Francois,Quebec            |  |                     | 353,000   |         |  | Owned   |  | Manufacturing,Distribution      |
|                           |  |                     |      |         |  |    |  |                            |
| **WoodMills**                  |  |                     |      |         |  |    |  |                            |
| Campaign,TN                    |  |                     | 10,000    |         |  | Owned   |  | WoodProcessing                  |
| Clay City,IL                   |  |                     | 11,000    |         |  | Owned   |  | WoodProcessing                  |
| Dexter City,OH                 |  |                     | 12,600    |         |  | Owned   |  | WoodProcessing                  |
| North Vernon,IN                |  |                     | 17,680    |         |  | Owned   |  | WoodProcessing                  |
| Palmyra,ME                     |  |                     | 15,000    |         |  | Owned   |  | WoodProcessing                  |
| Pine Valley,NY                 |  |                     | 15,750    |         |  | Owned   |  | WoodProcessing                  |
| Princeton,KY                   |  |                     | 10,000    |         |  | Owned   |  | WoodProcessing                  |
| Unadilla,NY                    |  |                     | 13,000    |         |  | Owned   |  | WoodProcessing                  |
| Union City,PA                  |  |                     | 70,000    |         |  | Owned   |  | WoodProcessing                  |
| Wallingford,VT                 |  |                     | 93,000    |         |  | Owned   |  | WoodProcessing                  |
| Woodstock, NewBrunswick        |  |                     | 7,800     |         |  | Owned   |  | WoodProcessing                  |
|                           |  |                     |      |         |  |    |  |                            |
| **JointVentures**              |  |                     |      |         |  |    |  |                            |
| Chengde,China                  |  |                     | 120,000   |         |  | – |  | Manufacturing,Distribution      |
| Dalian,China                   |  |                     | 86,000    |         |  | – |  | Manufacturing,Distribution      |
| Fuzhou,China                   |  |                     | 180,000   |         |  | – |  | Manufacturing,Distribution      |
|                           |  |                     |      |         |  |    |  |                            |
|                                |

Item3.    LEGAL PROCEEDINGS

On August 3, 2004, Jacuzzi BrandsInc., or Jacuzzi Brands, filed a complaint in the Court of Common Pleasof Cumberland County, Pennsylvania against our parent and us. Thecomplaint alleged that, in connection with the acquisition, the companyfailed to obtain the consent of Jacuzzi Brands. The complaint seeksinjunctive and other relief. In addition, Castle Harlan and Wind PointInvestors V, L.P. ("Wind Point") were alsonamed as defendants in the complaint. By order dated August 23, 2004,the Court denied Jacuzzi Brands' motion for a preliminaryinjunction. We, our parent and the other defendants have sinceresponded to the complaint. By an order dated December 9, 2004, thepreliminary objections of Wind Point were dismissed. We believe thatthe complaint is baseless and intend to continue to vigorously contestthe action.

From approximately 1993 through 1999, wemanufactured and sold 647,000 wheelbarrows with poly wheel hubs.Various claims were submitted, and lawsuits filed, to recover forinjuries sustained while inflating tires on these wheelbarrows. In2002, we participated in a voluntary "fasttrack" recall of these 

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wheelbarrows with the Consumer ProductSafety Commission. We again voluntarily recalled these wheelbarrows inJune 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 21claims involving this product, 19 of which have been resolved. We arecurrently named as a defendant in two cases involving the remainingwheelbarrow claims. Although we believe that we have sufficientinsurance coverage in place to cover these claims, a successful claimmay exceed the limits of our coverage. See Item  1,"Business — Risk Factors—The products that wemanufacture could expose us to product liabilityclaims."

We are involved in various claims andlegal actions that arise in the ordinary course of business. We do notbelieve that the ultimate resolution of any of these actions will havea material adverse effect on our consolidated financial position,results of operations, liquidity or capital resources.

Item4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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PART II

|              |                                                                                                                |
|--------------|----------------------------------------------------------------------------------------------------------------|
| Item5.  | MARKET FOR THE REGISTRANT'S COMMONEQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES |

There is no established public trading market forour common stock. All of our 1000 outstanding shares of common stockare held by our parent. We have not declared a dividend on our commonstock. We are generally restricted from paying dividends by certain ofour credit facility covenants and the indenture pursuant to which the10% senior subordinated notes due 2012, which are referred to inthis Form 10-K as the "senior subordinatednotes," were issued. However, we may pay dividends in thefuture if we are permitted to do so under our debt covenants.

|               |                         |
|---------------|-------------------------|
| Item 6.  | SELECTED FINANCIAL DATA |

Theselected consolidated financial data below should be read inconjunction with Item 7, "Management's Discussionand Analysis of Financial Condition and Results ofOperations" and Item 8, the consolidated financialstatements and related notes included in this Form 10-K.

Thefollowing table sets forth selected consolidated financial data of ourparent. Our parent was incorporated on December 20, 2001 for thepurpose of acquiring certain assets and liabilities of PredecessorCompany II from USI on January 14, 2002. Our parent, under PredecessorCompany I, did not have any operations prior to January 14, 2002.Selected consolidated financial data for the periods prior toJanuary  14, 2002 are derived from the combined financialstatements of Predecessor Company II. Separate financial informationfor Ames True Temper, Inc. is not presented since our parent has nooperations or assets separate from its investment in Ames True Temper,Inc. and since the senior subordinated notes are guaranteed by ourparent.

The selected consolidated financial data presented belowfor the fiscal years ended September 30, 2000 and September 29, 2001have been derived from financial statements that are not included inthis Form 10-K. The selected consolidated financial data presentedbelow for the fiscal year ended September 29, 2001 and for the periodended January 13, 2002 have been derived from Predecessor CompanyII's audited combined financial statements for the fiscal yearended September 29, 2001 and Predecessor Company II's auditedcombined financial statements for the period ended January 13, 2002.The selected consolidated financial data presented below for the periodended September 28, 2002, the fiscal year ended September 27, 2003 andthe period ended June 27, 2004 of our parent, under Predecessor CompanyI have been derived from our parent's audited consolidatedfinancial statements, while under control of Predecessor Company I. Theselected consolidated financial data presented below for the periodended September 25, 2004 have been derived from our parent'saudited consolidated financial statements. Our parent'shistorical results included below and elsewhere in this Form 10-K arenot necessarily indicative of our parent's futureperformance.

14

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|                                            |  |                       |         |                      |  |             |          |                  |  |              |         |             |  |              |          |         |  |        |         |         |  |        |         |         |  |        |          |         |  |  |
|--------------------------------------------|--|-----------------------|---------|----------------------|--|-------------|----------|------------------|--|--------------|---------|-------------|--|--------------|----------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                       |  | PredecessorCompany II |         | Predecessor CompanyI |  |        |
|                                       |  | FiscalYearEnded       |         | Period Ended         |  | PeriodEnded |          | Fiscal YearEnded |  | PeriodEnded  |         | PeriodEnded |
|                                       |  | September30,          |         | September 29,        |  | January13,  |          | September 28,    |  | September27, |         | June27,     |  | September25, |
|                                       |  | 2000                  |         | 2001                 |  | 2002        |          | 2002             |  | 2003         |         | 2004        |  | 2004         |
|                                       |  | (unaudited)           |         |                 |  |        |          |             |  |         |         |        |  |         |
|                                       |  | (amountsin thousands) |         |                 |  |        |
| **IncomeStatementData:**                   |  |                  |    |                 |  |        |     |             |  |         |    |        |  |         |     |    |  |   |    |    |  |   |    |    |  |   |     |    |
| Netsales                                   |  | $                     | 370,900 |                 |  | $           | 377,500  |             |  | $            | 75,600  |        |  | $            | 279,354  |    |  | $      | 407,426 |    |  | $      | 355,443 |    |  | $      | 83,044   |    |
| Costof goodssold                           |  |                  | 271,600 |                 |  |        | 290,400  |             |  |         | 58,200  |        |  |         | 223,414  |    |  |   | 294,487 |    |  |   | 256,248 |    |  |   | 73,009   |    |
| Grossprofit                                |  |                  | 99,300  |                 |  |        | 87,100   |             |  |         | 17,400  |        |  |         | 55,940   |    |  |   | 112,939 |    |  |   | 99,195  |    |  |   | 10,035   |    |
| Selling,general and administrativeexpenses |  |                  | 65,800  |                 |  |        | 75,300   |             |  |         | 19,100  |        |  |         | 46,462   |    |  |   | 72,262  |    |  |   | 54,022  |    |  |   | 16,553   |    |
| Amortizationof intangibleassets            |  |                  | — |                 |  |        | —  |             |  |         | — |        |  |         | —  |    |  |   | 3,508   |    |  |   | 3,303   |    |  |   | 477      |    |
| Otheroperating expenses(income)            |  |                  | 1,600   |                 |  |        | 119,000  |             |  |         | — |        |  |         | —  |    |  |   | 797     |    |  |   | 799     |    |  |   | —  |    |
| Operatingincome(loss)                      |  |                  | 31,900  |                 |  |        | (107,200 | )           |  |         | (1,700  | )      |  |         | 9,478    |    |  |   | 36,372  |    |  |   | 41,071  |    |  |   | (6,995   | )  |
| Interestexpense                            |  |                  | 8,100   |                 |  |        | 8,200    |             |  |         | 2,300   |        |  |         | 7,000    |    |  |   | 10,377  |    |  |   | 7,563   |    |  |   | 5,899    |    |
| Other(income)expense                       |  |                  | — |                 |  |        | 800      |             |  |         | (2,400  | )      |  |         | (131     | )  |  |   | (1,065  | )  |  |   | 199     |    |  |   | (36      | )  |
| Income(loss) before incometaxes            |  |                  | 23,800  |                 |  |        | (116,200 | )           |  |         | (1,600  | )      |  |         | 2,609    |    |  |   | 27,060  |    |  |   | 33,309  |    |  |   | (12,858  | )  |
| Incometaxes expense(benefit)               |  |                  | 9,200   |                 |  |        | 8,500    |             |  |         | 1,200   |        |  |         | 1,050    |    |  |   | 10,495  |    |  |   | 13,928  |    |  |   | (5,038   | )  |
| Netincome(loss)                            |  | $                     | 14,600  |                 |  | $           | (124,700 | )           |  | $            | (2,800  | )      |  | $            | 1,559    |    |  | $      | 16,565  |    |  | $      | 19,381  |    |  | $      | (7,820   | )  |
| **OtherData:**                             |  |                  |    |                 |  |        |     |             |  |         |    |        |  |         |     |    |  |   |    |    |  |   |    |    |  |   |     |    |
| Cashflows provided by (usedin):            |  |                  |    |                 |  |        |     |             |  |         |    |        |  |         |     |    |  |   |    |    |  |   |    |    |  |   |     |    |
| Operatingactivities                        |  | $                     | 9,000   |                 |  | $           | 1,700    |             |  | $            | 2,100   |        |  | $            | 70,935   |    |  | $      | 7,205   |    |  | $      | (14,290 | )  |  | $      | 20,842   |    |
| Investingactivities                        |  |                  | (22,500 | )               |  |        | (16,100  | )           |  |         | (2,000  | )      |  |         | (169,859 | )  |  |   | (44,561 | )  |  |   | 640     |    |  |   | (307,991 | )  |
| Financingactivities                        |  |                  | 14,400  |                 |  |        | 19,100   |             |  |         | 500     |        |  |         | 131,548  |    |  |   | 5,705   |    |  |   | 12,649  |    |  |   | 288,030  |    |
| Depreciationandamortization                |  |                  | 12,800  |                 |  |        | 14,500   |             |  |         | 900     |        |  |         | 3,000    |    |  |   | 10,993  |    |  |   | 9,256   |    |  |   | 3,103    |    |
| Capitalexpenditures                        |  |                  | 22,500  |                 |  |        | 16,100   |             |  |         | 2,000   |        |  |         | 4,647    |    |  |   | 7,053   |    |  |   | 4,219   |    |  |   | 1,624    |    |
| Ratioof earnings to fixed charges(1)       |  |                  | 3.1x    |                 |  |        | —  |             |  |         | — |        |  |         | —  |    |  |   | 1.6x    |    |  |   | 2.1x    |    |  |   | —  |    |
| **BalanceSheet Data (at end ofperiod):**   |  |                  |    |                 |  |        |     |             |  |         |    |        |  |         |     |    |  |   |    |    |  |   |    |    |  |   |     |    |
| Cashand cashequivalents                    |  | $                     | 800     |                 |  | $           | 3,200    |             |  | $            | 3,200   |        |  | $            | 32,593   |    |  | $      | 1,688   |    |  | $      | 903     |    |  | $      | 1,250    |    |
| Workingcapital(2)                          |  |                  | 122,600 |                 |  |        | 124,400  |             |  |         | 119,800 |        |  |         | 63,327   |    |  |   | 92,718  |    |  |   | 133,612 |    |  |   | 107,593  |    |
| Totalassets                                |  |                  | 398,800 |                 |  |        | 284,800  |             |  |         | 286,100 |        |  |         | 191,154  |    |  |   | 228,081 |    |  |   | 279,911 |    |  |   | 483,237  |    |
| Totaldebt                                  |  |                  | 126,900 |                 |  |        | 123,700  |             |  |         | 126,300 |        |  |         | 74,894   |    |  |   | 78,488  |    |  |   | 91,343  |    |  |   | 296,300  |    |
| Shareholders'equity                        |  |                  | 191,900 |                 |  |        | 86,400   |             |  |         | 80,800  |        |  |         | 62,202   |    |  |   | 84,173  |    |  |   | 103,718 |    |  |   | 91,389   |    |
|                                            |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Forpurposes of computing the ratio of earnings to fixed charges, earningsconsist of net income before taxes plus fixed charges. Fixed chargesconsist of interest (expensed and capitalized) on all indebtedness,plus preferred stock dividends and a proportion of rental expensesdeemed to be representative of the interest factor. The earnings weredeficient to meet fixed charges by $116.2 million, $1.6 million, $4.2million and $15.5 million in fiscal 2001 and the periods ended January13, 2002, September 28, 2002 and September 25, 2004, respectively. SeeItem 7 "Management Discussion and Analysis of FinancialCondition and Results of Operations" for a discussion ofthe purchase accounting items and commodity costs that caused adeficiency for the period ended September 25, 2004. |

|     |                                                                                                                                                                                  |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Working capital is defined as current assets,excluding cash and cash equivalents, less current liabilities,excluding short-term borrowings and current portion of long-termdebt. |

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|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| Item7.  | MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS |

The followingdiscussion relates to the consolidated financial performance andresults of operations of our parent, ATT Holding Co. A separatediscussion for Ames True Temper, Inc. is not presented since our parenthas no operations or assets separate from its investment in Ames TrueTemper, Inc. and since the senior subordinated notes are guaranteed byour parent. The following discussion includes forward-lookingstatements that involve certain risks and uncertainties. See"Forward-Looking Statements."

Overview

Ames True Temper is a leading North Americanmanufacturer and marketer of non-powered lawn and garden tools andaccessories. We offer the following 11 distinct product lines with over5,500 active SKUs: long handle tools, wheelbarrows, decorativeaccessories, garden hoses, hose reels, lawn carts, pots and planters,pruning tools, repair handles, snow tools and striking tools. We sellour products primarily in the U.S. and Canada through (1) retailcenters, including home centers and mass merchandisers, (2) wholesalechains, including hardware stores and garden centers, and (3)industrial distributors.

Predecessor and Successor Periods

On January 13, 2002, Wind Point Partners, a private equityinvestment firm, in conjunction with Richard Dell, our president andchief executive officer, and Duane Greenly, our chief operatingofficer, acquired certain assets and liabilities of Predecessor CompanyII from USI, including the assets and liabilities of Ames True Temper,Inc., True Temper Ltd., IXL Manufacturing, Inc., and Garant Division ofUSI Canada, a division of U.S. Industries, Inc. For comparisonpurposes, we have presented the financial information and results ofoperations for fiscal 2002 on a combined basis, consisting of thePredecessor Company II's audited financial results of operationsfor the period from September 30, 2001 through January 13, 2002 andPredecessor Company I's audited financial results of operationsfor the period from January 14, 2002 through September 28, 2002. Wehave determined that this presentation is more meaningful thandisclosing these periods separately, as the combined amounts representa 52-week period that is comparable to our other fiscal yearspresented. Financial statements for the periods between January 13,2002 and June 27, 2004 are referred to as the financial statements ofPredecessor Company I. All financial statements prior to that date arereferred to as the financial statements of Predecessor Company II andreflect the parent on a consolidated basis prior to the acquisition byWind Point Partners. Financial statements for periods subsequent toJune 28, 2004 are referred to as the financial statements of theCompany. For comparison purposes, we have presented the financialinformation and results of operations for fiscal 2004 on a combinedbasis, consisting of the Predecessor Company I's auditedfinancial results of operations for the period from September 28, 2003through June 27, 2004 and the Company's audited financial resultsof operations for the period from June 28, 2004 through September 25,2004. We have determined that this presentation is more meaningful thandisclosing these periods separately, as the combined amounts representa 52-week period that is comparable to our other fiscal yearspresented.

The purchase price of Predecessor Company II from USIincluded a write-up to the fair market value of inventory acquired,which resulted in an increase in cost of goods sold of $18.8 million,or 5.3% of sales, during fiscal 2002. That amount represents themanufacturing profits acquired.

The purchase price ofPredecessor Company I from Wind Point Partners included a write-up tothe fair market value of inventory acquired, which resulted in anincrease in cost of goods sold of $10.1 million, or 2.3% ofsales, during fiscal 2004. That amount represents the manufacturingprofits acquired. Additionally, the purchase price allocated to thefair value of tradenames and other finite lived assets wasapproximately $69.7 million and $13.1 million, respectively.Additionally, a $34.9 million write-up was recorded to adjust fixedassets to fair value.

Restructuring

Following theacquisition of Predecessor Company II described above, our newmanagement embarked on a restructuring plan that resulted in theclosure of a corporate office, consolidation of certain 

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under-utilized manufacturing facilities andthe increase in the sourcing of certain products and components fromoverseas suppliers. Pursuant to this plan, we have identified andrealized over $16.0 million in cost savings from fiscal 2002 throughfiscal 2004.

In connection with the acquisition of PredecessorCompany  I, the Company reevaluated the restructuring reservespreviously set up by Predecessor Company  I. These restructuringreserves were originally established to reduce total workforce andclose certain facilities. The Company, as of the date of acquisition ofPredecessor Company I, began to assess and formulate an exit andrestructuring plan that includes additional reductions of workforce,facility closures and changes in business strategies. This updated exitand restructuring plan is intended to increase operating efficiencies.At June 28, 2004 the Company recorded a liability of $4.8 millionrelated to the reductions of workforce and facility closures and $5.8million related to changes in business strategies for a product line.These plans also resulted in a $4.8 million decrease to the beginningbalance of the pension asset for the period ended September 25, 2004.Adjustments will be made to these reserves as the cost estimates arerefined and finalized. The Company expects to complete these plans inthe next one to three years.

Business Unit Acquisitions

During fiscal 2003, we acquired three separate businesses: DynamicDesign, Greenlife and Outdoor Inspirations. Dynamic Design and OutdoorInspirations added new product lines to our portfolio, adding pots andplanters and garden hoses, respectively. The acquisition of Greenlifeadded significant access to low cost manufacturing facilities in Chinathrough three separate joint ventures in which Greenlife was a partner.This acquisition has helped us to increase our sourcing of product from2% in fiscal 2002 to over 36% in fiscal 2004, based onnet sales.

Accounting Treatment for Joint Ventures

InAugust 2003, we purchased Greenlife, which had investments in threecooperative joint ventures in China with certain exclusive marketingrights to sell, outside of China, products manufactured by the threeseparate joint ventures. We purchased shares of 25%, 30%,and 35% in the three joint ventures. We do not share in eitherthe profit or the loss of the joint ventures. We have minorityrepresentation on the board of directors of each of the joint ventures.Therefore, the investment is treated under the cost method in ourfinancial statements. See Item 1, "Business—JointVentures."

Seasonality

Our revenue streamis seasonal. In fiscal 2004, 62% of net sales were recorded inthe second and third quarter. Weather plays a part in the amount andtiming of our sales. For example, during the winter season, lack ofsnow or lower than average snowfall may result in reduced sales ofcertain of our products, such as snow shovels and other tools. Duringthe spring and summer season, unseasonably cool or warm temperatures,water shortages or floods may reduce, or impact the timing of,sales.

Acquisition by Castle Harlan

On June 1, 2004,our parent and its equity holders entered into a stock purchaseagreement with CHATT Holdings Inc., referred to as the"buyer," and its parent, CHATT Holdings LLC,referred to as the "buyer parent." The buyerand buyer parent were newly formed entities established by CastleHarlan Partners IV, L.P., or CHP IV. Pursuant to the stock purchaseagreement, the buyer acquired, on June 28, 2004, all of the outstandingequity interests of our parent for a purchase price of $380.0 millionplus transaction costs of $6.3 million and working capital adjustmentsof $26.6 million. Upon completion of the acquisition, approximately87% of the equity interests of the buyer parent is owned by CHPIV and its affiliates, and the remainder was issued to members of ourmanagement who previously held capital stock in our parent, in lieu ofcash consideration that they otherwise would have been entitled toreceive in the acquisition. In addition, in a few cases, certainmembers of management that did not currently hold equity in our parentpurchased an equity interest in the buyer parent for cash. In order tofinance the acquisition, repay our outstanding debt and pay relatedfees and expenses:

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|              |                                                                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | we enteredinto a $215.0 million senior credit facility consisting of a $75.0million revolving credit facility and a $140.0 million term loan, asdescribed in "— Debt and OtherObligations;" |

|              |                                                              |
|--------------|--------------------------------------------------------------|
| •  | we issued$150.0 million of 10% senior subordinated notes;and |

|              |                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------|
| •  | the buyer parent received a$110.5 million equity capital contribution from CHP IV and itsaffiliates and management. |

The foregoing transactions, includingthe acquisition, are collectively referred to in this Form 10-K as the"transactions."

Closing PurchasePrice and Adjustments

The purchase price for the acquisitionwas $380.0 million in cash (excluding fees and expenses of $6.3million), subject to the working capital and other adjustmentsdescribed below. Approximately $92.8 million of the consideration wasallocated to the repayment or assumption of all of our and ourparent's outstanding debt and accrued interest at the time of theacquisition with the remainder allocated to the purchase of the equityinterests of our parent.

The purchase price payable by the buyerfor the equity of our parent was subject to the followingadjustments:

|              |                                                                                         |
|--------------|-----------------------------------------------------------------------------------------|
| •  | an upward adjustmentbased on our parent's consolidated cash-on-hand as of June 28,2004; |

|              |                                                                                                                                                                  |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | an upward or downwardadjustment based on the estimated amount by which our parent'sconsolidated working capital as of June 28, 2004 deviated from $100.5million; |

|              |                                                                                                                                                                                                                 |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | a downward adjustment ofapproximately $14.0 million, reflecting the estimated value of ourmanagement's equity investment discussed more fully below in"—Rollover of Equity; Management EquityInvestment." |

In accordance with the stock purchaseagreement, ten business days prior to the anticipated closing of theacquisition, the sellers provided the buyer with an estimate of theworking capital adjustment that would be made to the purchase price onJune 28, 2004. Based on that estimate, an additional $19.3 million wasadded to the purchase price. A final purchase price adjustment paymentof approximately $7.3 million, reflecting the buyer's review ofthe actual deviation of our parent's consolidated working capitalas of June 28, 2004 from $100.5 million, was made by buyer to WindPoint Investors V., L.P., as representative of the sellers, inSeptember 2004. A portion of this adjustment was funded throughadditional borrowings under the revolving portion of our Senior CreditFacility.

Rollover of Equity; Management Equity Investment

In connection with the acquisition, approximately 13% of theequity interests in the buyer parent, was issued to members of ourmanagement who previously held capital stock in our parent, in lieu ofcash consideration that they otherwise would have been entitled toreceive in the acquisition and, in a few cases, certain members ofmanagement that did not currently hold equity in our parent purchasedan equity interest in buyer parent for cash.

The transaction wasaccounted for as a purchase in accordance with SFAS 141, BusinessCombinations, and EITF Issue 88-16, Basis in Leveraged BuyoutTransactions. As such, the acquired assets and assumed liabilitieshave been recorded at fair market value for the interests acquired andpreliminary estimates of assumed liabilities by new investors and atthe carryover basis for continuing investors. The acquired assets andassumed liabilities were assigned new book values in the sameproportion as the residual interests of the continuing investors andthe new interests acquired by the new investors. Under EITF 88-16, ourassets and liabilities were revalued at the merger date to the fairvalue to the extent of the majority stockholder's 87%controlling interest. The remaining 13% is accounted for at thecontinuing stockholders' carryover basis. The excess of thepurchase price over the historical basis of the net assets acquired hasbeen applied to adjust net assets to their fair values to the extent ofthe majority stockholder's 87% ownership.

See Item12, "Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters" and Item 13,"Certain Relationships and RelatedTransactions" and for additional information concerningequity ownership and transactions involving management.

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Stock Purchase Agreement

Thestock purchase agreement contains customary representations andwarranties, covenants and indemnities by and for the benefit of thebuyer, the buyer parent, the sellers, our parent and us.

Thesellers' indemnification obligations, which are several and notjoint, for breaches of representations and warranties generally surviveuntil 60 days following the earlier of (1) the buyer's receipt ofthe audited financial statements of our parent and its subsidiaries forfiscal 2005 and (2) February 28, 2006, except for representations andwarranties relating to certain title matters which surviveindefinitely, certain employee benefits, tax and third partyindemnification matters which survive for 60 days beyond the applicablestatute of limitations and certain environmental matters which survivefor three years following the closing of the acquisition. Thesellers' obligations to indemnify the buyer and the buyer'sobligation to indemnify the sellers are not triggered, subject tocertain exceptions, until the other suffers losses in the aggregate ofmore than $2.0 million, but only to the extent that such losses exceed$0.5 million. The buyer's and the sellers' aggregateindemnification obligations are generally capped at $30.0 million inthe aggregate, respectively, subject to certain exceptions. The sellershave authorized Wind Point Partners V, L.P., Predecessor CompanyI's majority equity holder, to act on their behalf onsubstantially all indemnification and other matters arising under thestock purchase agreement.

On June 28, 2004, the buyer deposited$7.0 million of the closing purchase price with a third party escrowagent to secure the sellers' indemnification obligations andcertain other contingent payment obligations of the sellers under thestock purchase agreement. The escrow agreement expires and the fundsremaining in escrow, if any, will be distributed to the sellers onFebruary 28, 2006, except that if any dispute between the buyer and thesellers' representative, acting as representative for allsellers, exists on that date as to any claim of the buyer to anyescrowed funds, the amount in dispute will continue to be held inescrow until the dispute is resolved either by agreement of the buyerand sellers' representative or by a final, non-appealable orderof a court of competent jurisdiction.

The stock purchaseagreement also provides that the buyer is entitled to indemnificationfrom the sellers, without regard to any threshold, cap or timelimitation, for any losses incurred by the buyer or its affiliates inconnection with certain pre-acquisition liabilities including (1) thesale by us of our Davisville, West Virginia warehouse and distributionfacility; (2) an action brought against us by a former employeeinvolving personal injury and other tort-based claims for which theavailability of insurance has been disputed by our insurance carrier;(3) environmental liabilities resulting from conditions which firstoccurred during the ownership of our parent and its subsidiaries by thesellers; and (4) certain tax liabilities relating to any taxable periodending on or prior to the closing of the acquisition for which a taxreturn was not due on or prior to the closing of the acquisition.

The stock purchase agreement also provides that the buyer isentitled to indemnification from the sellers, without regard to anythreshold, cap or time limitation, for any losses incurred by ourparent or its subsidiaries in seeking to enforce the indemnificationobligations of third parties under certain contracts relating topre-acquisition transactions or as a result of pre-acquisition acts oromissions by the sellers, our parent or us or which prejudice or haveprejudiced the rights of our parent or us under such contracts.

Under the stock purchase agreement, the buyer has agreed to remit tothe sellers any amounts actually received by the buyer, our parent orus after the closing of the acquisition (less related fees, costs,taxes and expenses) with respect to:

(1)    our pending breachof contract action against Connecticut General Life Insurance Companyseeking damages in the amount of approximately $0.9 million;

(2)    amounts claimed to be owed to us by customs authorities forthe 2003 calendar year and the portion of the 2004 calendar year duringwhich we were owned by the sellers pursuant to anti-dumping legislationcommonly known as the "Byrd Amendment" thathave not been paid to us; and

(3)    approximately $0.3million in deferred purchase price we expect to receive in connectionwith our prior sale of certain real property.

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The sellers have agreed to indemnify thebuyer, our parent and us, without regard to any threshold, cap or timelimitation, for any losses incurred in connection with these matters,including the costs of prosecuting the pursuit of these matters.

Results of Operations

The following table presents themajor components of our statement of operations together with eachcomponent's percentage of net sales for fiscal 2002, fiscal 2003and fiscal2004:

|                                             |  |                                        |         |                                  |  |                                        |            |             |  |        |         |         |  |        |            |         |  |        |         |        |  |        |       |         |  |  |
|---------------------------------------------|--|----------------------------------------|---------|----------------------------------|--|----------------------------------------|------------|-------------|--|--------|---------|---------|--|--------|------------|---------|--|--------|---------|--------|--|--------|-------|---------|--|--|
|                                        |  | Combined52Weeks EndedSeptember 28,2002 |         | FiscalYearEndedSeptember 27,2003 |  | Combined 52Weeks EndedSeptember25,2004 |
|                                        |  | (unaudited)                            |         |                             |  |                                   |            | (unaudited) |
|                                        |  |                                   |         |                             |  | (dollarsin millions)                   |            |
| Netsales                                    |  | $                                      | 355.0   |                             |  |                                   | 100.0      | %      |  | $      | 407.4   |    |  |   | 100.0      | %  |  | $      | 438.5   |   |  |   | 100.0 | %  |
| Costof goodssold                            |  |                                   | 281.6   |                             |  |                                   | 79.3       | %      |  |   | 294.5   |    |  |   | 72.3       | %  |  |   | 329.3   |   |  |   | 75.1  | %  |
| Grossprofit                                 |  |                                   | 73.4    |                             |  |                                   | 20.7       | %      |  |   | 112.9   |    |  |   | 27.7       | %  |  |   | 109.2   |   |  |   | 24.9  | %  |
| Selling,general, and administrativeexpenses |  |                                   | 65.6    |                             |  |                                   | 18.5       | %      |  |   | 72.3    |    |  |   | 17.7       | %  |  |   | 70.5    |   |  |   | 16.1  | %  |
| Specialcharges                              |  |                                   | — |                             |  |                                   | 0.0        | %      |  |   | 0.8     |    |  |   | 0.2        | %  |  |   | 0.8     |   |  |   | 0.2   | %  |
| Amortizationof intangibleassets             |  |                                   | — |                             |  |                                   | 0.0        | %      |  |   | 3.5     |    |  |   | 0.9        | %  |  |   | 3.8     |   |  |   | 0.9   | %  |
| Operatingincome                             |  |                                   | 7.8     |                             |  |                                   | 2.2        | %      |  |   | 36.3    |    |  |   | 8.9        | %  |  |   | 34.1    |   |  |   | 7.7   | %  |
| Interestexpense toaffiliates                |  |                                   | 2.3     |                             |  |                                   | 0.6        | %      |  |   | — |    |  |   | 0.0        | %  |  |   | — |   |  |   | 0.0   | %  |
| Interestexpense                             |  |                                   | 7.0     |                             |  |                                   | 2.0        | %      |  |   | 10.4    |    |  |   | 2.6        | %  |  |   | 13.4    |   |  |   | 3.1   | %  |
| Other(income)expense                        |  |                                   | (2.6    | )                           |  |                                   | −0.7 | %      |  |   | (1.1    | )  |  |   | −0.3 | %  |  |   | 0.2     |   |  |   | 0.0   | %  |
| Incomebeforetaxes                           |  |                                   | 1.1     |                             |  |                                   | 0.3        | %      |  |   | 27.0    |    |  |   | 6.6        | %  |  |   | 20.5    |   |  |   | 4.6   | %  |
| Incometaxexpense                            |  |                                   | 2.3     |                             |  |                                   | 0.6        | %      |  |   | 10.5    |    |  |   | 2.6        | %  |  |   | 8.9     |   |  |   | 2.0   | %  |
| Net(loss)income                             |  | $                                      | (1.2    | )                           |  |                                   | −0.3 | %      |  | $      | 16.5    |    |  |   | 4.0        | %  |  | $      | 11.6    |   |  |   | 2.6   | %  |
|                                             |

CombinedFiscal 2004 Compared to Fiscal 2003

Net Sales.    Netsales for fiscal 2004 increased $31.1 million to $438.5 million, or7.6%, from $407.4 million for fiscal 2003. Of this increase,$13.3 million resulted from two of our largest customers awarding usadditional product placement of snow tools in two regions. In addition,net sales in fiscal 2004 increased due to additional long handle toolsales to new customers and increased long handle tools, wheelbarrowsand hose reel units sold to our existing customers, acquisitionsconsummated in the second half of fiscal 2003 and stronger than normalsnow season sales.

Gross Profit.    Gross profit forfiscal 2004 decreased $3.7 million to $109.2 million, or 3.3%,from $112.9 million for fiscal 2003. This decrease was primarily due tothe $10.1 million write up of inventory to fair value, required by U.S.generally accepted accounting principles("GAAP"), as a result of the sale of ATTHolding Co., partially offset by the sales volume increases notedabove. Gross profit as a percentage of net sales decreased to24.9% from 27.7% during this period primarily due to thisnon-cash inventory charge, approximately $1.4 million of one-timeincremental costs due to the delayed expansion of our largestdistribution facility, and increased steel and resin commodity costs,partially offset by new product introductions and changes in productmix.

Selling, General and Administrative("SG&A") Expenses.    SG&Aexpenses for fiscal 2004 decreased $1.8 million to $70.5 million from$72.3 million for fiscal 2003. This decrease was due to the $4.8million gain on sale of our idle distribution center in Davisville, WVand one of our manufacturing facilities in Parkersburg, WV, partiallyoffset by increased costs associated with our sales volume increases.SG&A as a percentage of net sales decreased to 16.1% from17.7% during fiscal 2004 due mainly to the gain on sale offacilities and distribution synergies stemming from the Dynamic Designand Greenlife acquisitions and freight savings in distribution due tothe consolidation of plastics facilities, partially offset by highermanagement fees under our agreement with Castle Harlan (See Item 13,"Certain Relationships and RelatedTransactions").

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Special Charges.    Specialcharges of $0.8 million for fiscal 2004 reflects non-capitalizabletransaction costs incurred in connection with our acquisition byaffiliates of Castle Harlan. Special charges of $0.8 million for fiscal2003 were the result of an insurance company's refusal to providestop loss coverage relating to a significant medical claim.

Amortization of Intangible Assets.    During fiscal 2004,we recorded $3.8 million in amortization expense, which included allthree acquisitions of Predecessor Company I for the full year, comparedto $3.5 million in fiscal 2003, which only included the acquisitionsfor a portion of the year. The increase was due to our increase infinite life intangible assets as a result of the acquisitions underPredecessor Company I, partially offset by lower amortization underownership of affiliates of Castle Harlan as a result of changes to thevaluation and the lives of the finite life assets acquired, asrequired.

Interest Expense.    Interest expense forfiscal 2004 increased $3.0 million to $13.4 million from $10.4 millionfor fiscal 2003. The increase was a result of increased debt inconnection with the acquisition of Predecessor Company I on June 28,2004 and increased borrowings under our previous revolving loanfacility partially offset by decreased long-term debt prior to June 28,2004 as compared to fiscal 2003.

Other Expense(Income).    Other expense was $0.2 million during fiscal 2004compared to other income of $1.1 million during fiscal 2003. The changewas due primarily to a foreign currency gain in fiscal 2003.

Income Tax Expense.    Income tax expense for fiscal 2004was $8.9 million, or 43.4% of income before taxes, as comparedto $10.5 million, or 38.9% of income before taxes, during fiscal2003. During fiscal 2004, we incurred additional tax expenses of $1.4million due to a limitation on foreign tax credits related to ourCanadian subsidiary, which resulted in a higher effective tax rate.

Net Income.    Net income for fiscal 2004 decreased $4.9million, or 29.7%, to $11.6 million from $16.5 million forfiscal 2003. This decrease resulted primarily from an decrease in grossprofit as a result of the inventory write-up, increased amortizationexpense and increased interest expense, partially offset by decreasedSG&A and income tax expenses.

Fiscal 2003 Compared toCombined Fiscal 2002

Net Sales.    Net sales forfiscal 2003 increased $52.4 million to $407.4 million, or 14.8%,from $355.0 million for fiscal 2002. This increase was driven by priceincreases of $4.0 million, additional product placement of long handletools at two of our largest customers, and $43.4 million in salesrelated to the Dynamic Design acquisition consummated during fiscal2003.

Gross Profit.    Gross profit for fiscal 2003increased $39.5 million to $112.9 million, or 53.8%, from $73.4million for fiscal 2002. This increase was primarily due to the salesvolume increases noted above. Gross profit as a percentage of salesincreased to 27.7% from 20.7% during fiscal 2003primarily due to the write-up of inventory to fair value as a result ofthe acquisition of Predecessor Company II, which reduced the grossprofit percentage in the period ended September 28, 2002, as well asfrom benefits derived from plant consolidations and sourcing.

SG&A Expenses.    SG&A expenses for fiscal 2003increased $6.7 million to $72.3 million from $65.6 million for fiscal2002. SG&A as a percentage of sales decreased to 17.7% infiscal 2003 from 18.5% in fiscal 2002 due to the closure of acorporate office, saving approximately $1.8 million, and freightsavings in distribution of $1.7 million due to the consolidation ofplastics facilities, as compared to fiscal 2002.

SpecialCharges.    Special charges of $0.8 million in fiscal 2003 werethe result of an insurance company's refusal to provide stop losscoverage relating to a significant medical claim.

Amortization of Intangible Assets.    During fiscal 2003,we entered into three acquisitions, as discussed above, that resultedin $11.5 million of finite life intangible assets and we recorded $3.5million of amortization expense related to these intangible assets.

Interest Expense.    Interest expense for fiscal 2003increased $1.1 million to $10.4 million from $9.3 million for fiscal2002. On January 14, 2002, we entered into a comprehensive debtrefinancing in conjunction with the acquisition of the business of thePredecessor Company II. Prior to January 14, 2002, 

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the predecessor's debt was owed to USI.The increase in interest expense resulted from increased interestrates, partially offset by a lower average debt balance.

Other Income.    Other income for the fiscal 2003 was $1.1million, primarily due to gains on foreign currency exchange. Otherincome of $2.6 million during fiscal 2002 was primarily due to a $2.4million cash receipt for anti-dumping duties collected from U.S.government tariffs.

Income Tax Expense.    Income taxexpense for fiscal 2003 was $10.5 million, or 38.9% of incomebefore taxes, as compared to $2.3 million, or 209.1% of incomebefore taxes, during fiscal 2002. This difference was attributable tothe recording of a deferred tax valuation allowance against certaindeferred tax assets that were not expected to be realized byPredecessor Company II in fiscal 2002.

Net Income(Loss).    Net income for fiscal 2003 increased $17.7 million to$16.5 million from a net loss of $1.2 million in fiscal 2002. Thisincrease resulted primarily from an increase in gross profit partiallyoffset by increased SG&A expenses, special charges, amortizationexpense, interest expense and income tax expense.

Liquidity andCapital Resources

Our principal liquidity requirements are toservice our debt and meet our working capital and capital expenditureneeds. Subject to our performance, which, if adversely affected, couldadversely affect the availability of funds, we expect to be able tomeet our liquidity requirements for the foreseeable future through cashprovided by operations and through borrowings available under oursenior credit facility. We cannot assure you, however, that this willbe the case.

Cash Flows

Cash provided from operatingactivities for fiscal 2004 was $6.6 million, compared to $7.2million for fiscal 2003. The decrease in cash provided from operatingactivities was primarily due to increased inventory levels, partiallyoffset by increased sales to customers, with subsequent cashcollections. Cash used in investing activities of $307.4 million and$44.6 million for fiscal 2004 and 2003, respectively, was due to thepurchase of fixed assets and the acquisitions of businesses, partiallyoffset by proceeds from the sale of fixed assets. During fiscal 2004,our parent was acquired by affiliates of Castle Harlan, while in fiscal2003 we made three acquisitions. Additionally, during fiscal 2004 wereceived $5.1 million in proceeds for the sale of our idle distributioncenter in Davisville, WV and one of our manufacturing facilities inParkersburg, WV. Cash provided by financing activities was $300.7million and $5.7 million for fiscal 2004 and 2003, respectively. Theseproceeds were due primarily to debt borrowings and capitalcontributions, offset by repayments of long-term debt and debt issuancecosts. During fiscal 2004, in connection with the sale of our parent,we received capital contributions and entered into a senior securedcredit facility and issued senior subordinated notes, which were usedto repay our existing debt and fund the acquisition noted above.

Cash provided from operating activities for fiscal 2003 was $7.2million, compared to $73.0 million for fiscal 2002. The decrease incash provided from operating activities during fiscal 2003 was due to ayear-over-year increase in working capital as compared to fiscal 2002.Cash used in investing activities of $44.6 million and $171.9 millionfor fiscal 2003 and 2002, respectively, was due to the purchase offixed assets and the acquisitions of businesses. During fiscal 2003 wemade three acquisitions, while in fiscal 2002 our parent acquiredPredecessor Company II. Cash provided by financing activities was $5.7million and $132.0 million for fiscal 2003 and 2002, respectively.These proceeds were due primarily to debt borrowings and issuances ofcapital stock, offset by repayments of long-term debt and debt issuancecosts.

Debt and Other Obligations

SeniorSecured Credit Facility

On June 28, 2004, we entered into a$215.0 million senior credit facility with various banks, financialinstitutions and other lenders. The senior credit facility consists ofa $140.0 million term loan B facility, 

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which matures on June 28, 2011, and a $75.0million revolving credit facility (approximately $18.3 million of whichwas used in connection with the acquisition and approximately $1.5million of which was used to support standby letters of credit), whichmatures on June 28, 2010.

The revolving credit facility includesa $15.0 subfacility for letters of credit and a $15.0 millionsubfacility for swing line loans. The term loan B has been fully drawn.The senior credit facility is guaranteed by our parent and each of ourexisting and future direct and indirect subsidiaries, other than anysubsidiary that is a "controlled foreigncorporation" under Section 957 of the Internal RevenueCode. We and each of the guarantors granted to the senior lenders afirst priority (subject to certain customary exceptions) securityinterest in and liens on all of our respective present and futureproperty and assets to secure all of the obligations under the seniorcredit facility, and any interest rate swap or similar agreements witha senior lender under the senior credit facility.

The interestrates applicable to the senior credit facility (other than in respectof swing line loans) are the Eurodollar Rate plus the Applicable Rate,or at our option, the Alternate Base Rate plus the Applicable Rate. The"Alternate Base Rate" means the higher of (i)the floating rate of interest announced from time to time by Bank ofAmerica N.A as its "prime rate" or (ii) theFederal Funds rate plus 50 basis points per annum. The"Eurodollar Rate" means the rate per annumequal to the rate determined by the administrative agent to be theoffered rate that appears on the Telerate Screen that displays anaverage British Bankers Association Interest Settlement Rate fordeposits in dollars. With respect to the revolving credit facility(including swing line loans), the "ApplicableRate" means (i) until December 28, 2004, 3.00% perannum, in the case of Eurodollar Rate loans, and 2.00% perannum, in the case of Alternate Base Rate advances, and (ii)thereafter, a percentage per annum to be determined in accordance witha pricing grid based on the Leverage Ratio (as defined below). Withrespect to the term loan B, the Applicable Rate means 2.75% perannum in the case of a LIBOR rate loan, and 1.75% per annum inthe case of an Alternate Base Rate loan.

Certain customary feesare payable to the lenders and the agents under the senior securedcredit facility, including without limitation, a commitment for ourrevolving credit facility and letter of credit fees. The senior creditfacility contains various affirmative and negative covenants customaryfor similar credit facilities (subject to customary exceptions andcertain existing obligations and liabilities), including, but notlimited to, restrictions on: liens, loans, acquisitions, mergers,sales, transfers, dividends, distributions, changes in the nature ofour business, transactions with affiliates and capital expenditures. Inaddition, the senior secured credit facility requires that we meetcertain financial covenant tests, which vary during the term of theloan, including without limitation (i) maintenance of a minimuminterest coverage ratio (defined as adjusted EBITDA to cash interestexpense) of between 2.00:1.00 and 3.00:1.00, (ii) maintenance of amaximum leverage ratio (defined as total debt (other than outstandingsunder the revolving credit facility) plus the average daily principalamount of the outstandings under the revolving credit facility for thelast twelve months to adjusted EBITDA) of between 6.00:1.00 and3.50:1.00, and (iii) maintenance of a minimum fixed charge coverageratio (defined as Adjusted EBITDA less capital expenditures to cashtaxes plus cash interest expense plus scheduled principal payments andprepayments plus dividends and distributions on equity) of between1.20:1.00 and 1.25:1.00.

As of September 25, 2004, we were incompliance with all of our financial covenants. The senior securedcredit facility contains customary events of default (subject tocustomary exceptions, thresholds and grace periods), including, withoutlimitation: nonpayment of principal, interest, fees and failure toperform or observe certain covenants.

SeniorSubordinated Notes

On June 28, 2004, we completed a privateoffering of $150.0 million in aggregate principal amount at maturity of10% senior subordinated notes due July 15, 2012. The notes arefully and unconditionally guaranteed by our parent, ATT Holding Co., ona senior subordinated basis. On August 10, 2004, we filed aregistration statement with respect to new notes having substantiallyidentical terms as the original notes, as part of an offer to exchangeregistered notes for the privately issued original notes. The new notesevidence the same debt as the original notes, are entitled to thebenefits of the indenture governing the original notes and are treatedunder the indenture as a single class with the original notes. Theexchange offer was completed on November 24, 2004.

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The senior subordinated notes areunsecured senior subordinated obligations and rank behind all of ourexisting and future senior debt, including borrowings under the seniorcredit facility, equally with any of our future senior subordinateddebt, ahead of any of our future debt that expressly provides forsubordination to the senior subordinated notes and effectively behindall of the existing and future liabilities of our subsidiaries,including trade payables.

We will pay interest on the seniorsubordinated notes semi-annually in cash, in arrears, on January15 and July 15 at an annual rate of 10.0% starting on January15, 2005. The indenture governing the senior subordinate notes containsvarious affirmative and negative covenants, subject to a number ofimportant limitations and exceptions, including but not limited tothose limiting our ability and the ability of our restrictedsubsidiaries, to: borrow money, guarantee debt or sell preferred stock,create liens, pay dividends on or redeem or repurchase stock, makecertain 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 withother companies.

The indenture governing the senior subordinatednotes contains various events of default, including but not limited tothose related to non-payment of principal, interest or fees; violationsof certain covenants; certain bankruptcy-related events; invalidity ofliens; non-payment of certain legal judgments; and cross defaults withcertain other indebtedness. We can redeem the senior subordinated noteson or after July 15, 2008, except we may redeem up to 35% of thesenior subordinated notes prior to July 15, 2007 with the proceeds ofone or more public equity offerings. We are required to redeem thesenior subordinated notes under certain circumstances involving changesof control.

Contractual Commitments

The following tablerepresents our contractual commitments associated with our debt andother obligations as of September 25,2004.

|                             |  |                       |         |                             |  |                             |         |                             |  |                             |         |                            |  |            |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |  |
|-----------------------------|--|-----------------------|---------|-----------------------------|--|-----------------------------|---------|-----------------------------|--|-----------------------------|---------|----------------------------|--|------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                        |  | Total                 |         | October2004toSeptember 2005 |  | October2005toSeptember 2006 |         | October2006toSeptember 2007 |  | October2007toSeptember 2008 |         | October2008toSeptember2009 |  | Thereafter |
|                        |  | (dollars inthousands) |         |
| **ContractualObligations**  |  |                  |    |                        |  |                        |    |                        |  |                        |    |                       |  |       |    |   |  |   |    |   |  |   |    |   |  |   |    |   |
| Revolvingcreditfacility     |  | $                     | 6,300   |                        |  | $                           | 6,300   |                        |  | $                           | — |                       |  | $          | — |   |  | $      | — |   |  | $      | — |   |  | $      | — |   |
| Termloan Bfacility          |  |                  | 140,000 |                        |  |                        | 1,400   |                        |  |                        | 1,400   |                       |  |       | 1,400   |   |  |   | 1,400   |   |  |   | 1,400   |   |  |   | 133,000 |   |
| SeniorSubordinatedNotes     |  |                  | 150,000 |                        |  |                        | — |                        |  |                        | — |                       |  |       | — |   |  |   | — |   |  |   | — |   |  |   | 150,000 |   |
| Operatingleases             |  |                  | 105,049 |                        |  |                        | 8,333   |                        |  |                        | 7,854   |                       |  |       | 7,767   |   |  |   | 7,562   |   |  |   | 7,564   |   |  |   | 65,969  |   |
| Openpurchaseorders          |  |                  | 24,561  |                        |  |                        | 24,561  |                        |  |                        | — |                       |  |       | — |   |  |   | — |   |  |   | — |   |  |   | — |   |
| Otherpurchasecommitments    |  |                  | 5,757   |                        |  |                        | 889     |                        |  |                        | 1,392   |                       |  |       | 1,772   |   |  |   | 1,704   |   |  |   | — |   |  |   | — |   |
| Totalcontractualobligations |  | $                     | 431,667 |                        |  | $                           | 41,483  |                        |  | $                           | 10,646  |                       |  | $          | 10,939  |   |  | $      | 10,666  |   |  | $      | 8,964   |   |  | $      | 348,969 |   |
|                        |  |                  |    |                        |  |                        |    |                        |  |                        |    |                       |  |       |    |   |  |   |    |   |  |   |    |   |  |   |    |   |
| **Commitments**             |  |                  |    |                        |  |                        |    |                        |  |                        |    |                       |  |       |    |   |  |   |    |   |  |   |    |   |  |   |    |   |
| Outstandingletters ofcredit |  | $                     | 960     |                        |  | $                           | 960     |                        |  | $                           | — |                       |  | $          | — |   |  | $      | — |   |  | $      | — |   |  | $      | — |   |
| Totalcommitments            |  | $                     | 960     |                        |  | $                           | 960     |                        |  | $                           | — |                       |  | $          | — |   |  | $      | — |   |  | $      | — |   |  | $      | — |   |
|                             |

Off-BalanceSheet Arrangements

As of September 25, 2004, we had nooff-balance sheet arrangements.

Critical Accounting Policiesand Estimates

The preparation of our consolidated financialstatements in conformity with GAAP requires management to makeestimates and assumptions about future events that affect the amountsreported in the financial statements and accompanying footnotes. Futureevents and their effects cannot be determined with absolute certainty.Therefore, the determination of estimates requires the exercise of

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judgment. Actual results could differ fromthose estimates, and such differences may be material to the financialstatements. The process of determining significant estimates is factspecific and takes into account factors such as historical experience,current and expected economic conditions, product mix and, in somecases, actuarial techniques. We evaluate these significant factors asfacts and circumstances dictate. Historically, actual results have notdiffered significantly from those determined using estimates. Thefollowing are the accounting policies that most frequently require usto make estimates and judgments and are critical to understanding ourfinancial condition, results of operation and cash flows.

Allowance for Doubtful Accounts

Accounts receivable arereported net of an allowance for doubtful accounts. The allowance isbased on management's estimate, using certain assumptions, of theamount of receivables that will actually be collected. This reserve isbased on historical collection activity adjusted for currentconditions. Accounts are considered past due based on how payments arereceived compared to the customer's credit terms. Accounts arewritten off when management determines the account is uncollectible. Ifthe financial condition of one of our significant customers were todeteriorate, resulting in an inability to make payments, then anadditional reserve would be required.

Long-Lived Assets

Statement of Financial Accounting Standards("SFAS") No. 144, Accounting for theImpairment or Disposal of Long-Lived Assets, requires thatcompanies consider whether indicators of impairment of long-livedassets held for use are present. If such indicators are present,companies determine whether the sum of the estimated undiscountedfuture cash flows attributable to such assets is less than theircarrying amount, and if so, companies recognize an impairment lossbased on the excess of the carrying amount of the assets over theirfair value. Accordingly, management will periodically evaluate theongoing value of property and equipment.

Goodwill and OtherIntangible Assets

Effective January 14, 2002, we adopted SFASNo. 141, Business Combinations ̧ and SFAS No. 142,Goodwill and Other Intangible Assets. In addition to goodwill,we have trade names that are deemed to have indefinite lives.Intangible assets with finite lives are amortized over their usefullives. Under the provisions of SFAS No. 142, intangible assets,including goodwill, that are not subject to amortization will be testedfor impairment annually, or more frequently if events or changes incircumstances indicate that the asset might be impaired, using atwo-step impairment assessment, which requires management to makejudgments in determining what assumptions to use in the calculation.The first step of the goodwill impairment test, used to identifypotential impairment, compares the fair value of a reporting unit withits carrying amount, including goodwill. If the fair value of thereporting unit exceeds its carrying amount, goodwill of the reportingunit is considered not impaired, and the second step of the impairmenttest is not necessary. If the carrying amount of a reporting unitexceeds its fair value, the second step of the goodwill impairment testis performed to measure the amount of impairment loss, if any. Wecompleted the annual impairment tests, which resulted in no impairmentcharge.

We cannot predict the occurrence of certain futureevents that might adversely affect the reported value of goodwill andindefinite lived intangible assets, which totaled $216.7  millionand $18.3  million at September 25, 2004 and September 27, 2003,respectively. Such events include, but are not limited to, strategicdecisions made in response to economic and competitive conditions, theimpact of the economic environment on our customer base, a materialnegative change in our relationships with significant customers, oreconomic conditions that may effect the assumptions used in thediscounted cash flow calculation.

Pensions

We haveseveral defined benefit plans, under which participants earn aretirement benefit based upon a formula set forth in the plan. Werecord expense related to these plans using actuarially determined

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amounts that are calculated under theprovisions of SFAS No.  87, Employer's Accounting forPensions. Key assumptions used in the actuarial valuations includethe discount rate, the expected rate of return on plan assets and rateof increase in future compensation levels. These rates are based onmarket interest rates, and therefore fluctuations in market interestrates could impact the amount of pension expense recorded for theseplans.

The accumulated benefit obligation of the defined benefitplans is a discounted amount calculated using the market interest ratesdescribed above. An increase in the market interest rates, assuming noother changes in the estimates, reduces the amount of the accumulatedbenefit obligation and the related required expense. A decrease in themarket interest rates, assuming no other changes in the estimates,increases the amount of the accumulated benefit obligation and therelated required expense.

Inventory Reserves

We reduceour inventory value for estimated obsolete and slow moving inventory inan amount equal to the difference between the cost of inventory and theestimated market value based upon assumptions about future demand andmarket conditions. If actual market conditions are less favorable thanthose projected by management, additional inventory write-downs may berequired.

Revenue Recognition

We recognize revenues andfreight billed to customers, net of provisions for cash discounts,returns, volume or trade customer discounts, co-op advertising andother sales discounts, upon shipment to customers when all substantialrisks of ownership change. In accordance with Emerging Issues TaskForce ("EITF") No. 00-10, Accounting forShipping and Handling Fees and Costs, we record amounts billed tocustomers related to shipping and handling as revenue and all expensesrelated to shipping and handling as a cost of products sold. SeeFootnote 2 to the Consolidated Financial Statements.

IncomeTaxes

We account for income taxes in accordance with SFAS No.109, Accounting for Income Taxes, which requires that deferredtax assets and liabilities be recognized using enacted tax rates forthe effect of temporary differences between book and tax bases ofrecorded assets and liabilities. SFAS No. 109 also requires thatdeferred tax assets be reduced by a valuation allowance, if it is morelikely than not that some portion or all of the deferred tax assetswill not be recognized.

We evaluate on a quarterly basis therealizability of our deferred tax assets by assessing our valuationallowance and by adjusting the amount of such allowance, if necessary.The factors used to assess the likelihood of realization are ourforecast of future taxable income and available tax planning strategiesthat could be implemented to realize the net deferred taxassets.

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|               |                                                           |
|---------------|-----------------------------------------------------------|
| Item7A.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK |

We are subject to changes in interest rates,foreign currency exchange rates and certain commodity prices. Ourprimary market risk is interest rate exposure with respect to ourfloating rate debt. Our senior credit facility agreement may require usto employ a hedging strategy through derivative financial instrumentsto reduce the impact of adverse changes in interest rates. We do notplan to hold or issue derivative instruments for trading purposes. Inthe future, we may enter into other interest rate swaps to manage therisk of our exposure to market rate fluctuations. For the twelve monthsended September 25, 2004, which carries a variable interest rate, a 100basis points change in interest rates would have impacted us by $1.4million.

We conduct foreign operations in Canada and Ireland andutilize international suppliers and manufacturers. As a result, we aresubject to risk from changes in foreign exchange rates. These changesresult in cumulative translation adjustments, which are included inaccumulated other comprehensive income (loss). We do not consider thepotential loss resulting from a hypothetical 10% adverse changein quoted foreign currency exchange rates, as of September 25, 2004, tobe material.

We purchase certain raw materials such as resin,steel, and wood that are subject to price volatility caused byunpredictable factors. Where possible, we employ fixed rate rawmaterial purchase contracts and customer price adjustments to help usto manage this risk. We do not use derivatives to manage rawmaterials' risk.

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Item 8.    FINANCIALSTATEMENTS

ATT Holding Co. Consolidated FinancialStatements

Contents

|                                                                                                                                                                                                                                                                                                                                |  |        |    |        |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|----|--------|--|--|
| Reportof Independent Registered Public AccountingFirm                                                                                                                                                                                                                                                                          |  |   | 29 |   |
| Consolidated Balance Sheets as ofSeptember 25, 2004 and September 27, 2003 (Predecessor CompanyI)                                                                                                                                                                                                                              |  |   | 30 |   |
| Consolidated Statements of Operationsfor the period ended September 25, 2004, the period ended June 27, 2004(Predecessor Company I), the fiscal year ended September 27, 2003(Predecessor Company I), the period ended September 28, 2002(Predecessor Company I) and the period ended January 13, 2002(Predecessor Company II) |  |   | 31 |   |
| ConsolidatedStatements of Changes in Stockholders' Equity for the periodended September 25, 2004                                                                                                                                                                                                                               |  |   | 32 |   |
| ConsolidatedStatements of Changes in Stockholders' Equity for the periodended June 27, 2004 (Predecessor Company I), the fiscal year endedSeptember 27, 2003 (Predecessor Company I) and the period endedSeptember 28, 2002 (Predecessor CompanyI)                                                                             |  |   | 33 |   |
| Combined Statement of Changes inInvested Capital for the period ended January 13, 2002 (PredecessorCompany II)                                                                                                                                                                                                                 |  |   | 35 |   |
| Consolidated Statements ofCash Flows for the period ended September 25, 2004, the period endedJune 27, 2004 (Predecessor Company I), the fiscal year ended September27, 2003 (Predecessor Company I), the period ended September 28, 2002(Predecessor Company I) and the period ended January 13, 2002(Predecessor Company II) |  |   | 36 |   |
| Notes toConsolidated FinancialStatements                                                                                                                                                                                                                                                                                       |  |   | 37 |   |
|                                                                                                                                                                                                                                                                                                                                |

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Report of Independent Registered PublicAccounting Firm

Board of DirectorsATT Holding Co.

We have audited the accompanying consolidated balance sheetsof ATT Holding Co. and subsidiaries (the"Company") as of September 25, 2004 andSeptember 27, 2003 (Predecessor Company I), and the relatedconsolidated statements of operations, changes in stockholders'equity and cash flows for the period June 28, 2004 to September 25,2004, the period September 28, 2003 to June 27, 2004 (PredecessorCompany I), the fiscal year ended September 27, 2003 (PredecessorCompany I), and the period January 14, 2002 to September 28, 2002(Predecessor Company I), and the combined statements of operations,changes in invested capital and cash flows of Ames True Temper Groupfor the period October 1, 2001 to January 13, 2002 (Predecessor CompanyII). Our audits also included the financial statement schedule listedin the index at Item 21(b). These financial statements and schedule arethe responsibility of the Company's management. Ourresponsibility is to express an opinion on these financial statementsbased on our audits.

We conducted our audits inaccordance with auditing standards of the Public Company AccountingOversight Board (United States). Those standards require that we planand perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statementpresentation. We believe that our audits provide a reasonable basis forour opinion.

In our opinion, the consolidated financialstatements referred to above present fairly, in all material respects,the consolidated financial position of ATT Holding Co. and subsidiariesat September 25, 2004 and September 27, 2003 (Predecessor Company I),and the consolidated results of their operations and their cash flowsfor the period ended September 25, 2004, the period ended June 27, 2004(Predecessor Company I), the fiscal year ended September 27, 2003(Predecessor Company I), and the period ended September 28, 2002(Predecessor Company I), in conformity with U.S. generally acceptedaccounting principles. Further, in our opinion, the aforementionedcombined financial statements present fairly, in all material respects,the combined results of operations and cash flows of Ames True TemperGroup for the period from October 1, 2001 to January 13, 2002(Predecessor Company II), in conformity with U.S. generally acceptedaccounting principles. Also, in our opinion, the financial statementschedule, when considered in relation to the basic financial statementstaken as a whole, presents fairly in all material respects theinformation set forth therein.

/s/ ERNST &YOUNG LLP

November 11, 2004Philadelphia,Pennsylvania

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ATT Holding Co. Consolidated BalanceSheets(In Thousands, Except Number ofShares)

|                                                                                                                                                                                            |  |                   |         |                                          |  |        |         |        |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------------|---------|------------------------------------------|--|--------|---------|--------|--|--|
|                                                                                                                                                                                       |  | September25, 2004 |         | Predecessor Company  ISeptember  27,2003 |
| **Assets**                                                                                                                                                                                 |  |
| Currentassets:                                                                                                                                                                             |  |
| Cash and cashequivalents                                                                                                                                                                   |  | $                 | 1,250   |                                     |  | $      | 1,688   |   |
| Tradereceivables,net                                                                                                                                                                       |  |              | 57,904  |                                     |  |   | 51,023  |   |
| Inventories                                                                                                                                                                                |  |              | 98,217  |                                     |  |   | 77,051  |   |
| Deferredincome taxes                                                                                                                                                                       |  |              | 4,387   |                                     |  |   | 10,199  |   |
| Prepaidexpenses and other currentassets                                                                                                                                                    |  |              | 6,289   |                                     |  |   | 4,639   |   |
| Totalcurrentassets                                                                                                                                                                         |  |              | 168,047 |                                     |  |   | 144,600 |   |
|                                                                                                                                                                                       |  |
| Property,plant and equipment,net                                                                                                                                                           |  |              | 63,677  |                                     |  |   | 31,228  |   |
| Pensionasset                                                                                                                                                                               |  |              | 247     |                                     |  |   | 22,761  |   |
| Intangibles,net                                                                                                                                                                            |  |              | 82,291  |                                     |  |   | 16,407  |   |
| Goodwill                                                                                                                                                                                   |  |              | 156,563 |                                     |  |   | 9,810   |   |
| Othernoncurrentassets                                                                                                                                                                      |  |              | 12,412  |                                     |  |   | 3,275   |   |
| Totalassets                                                                                                                                                                                |  | $                 | 483,237 |                                     |  | $      | 228,081 |   |
| **Liabilitiesand stockholders' equity**                                                                                                                                                    |  |
| Currentliabilities:                                                                                                                                                                        |  |
| Trade accountspayable                                                                                                                                                                      |  | $                 | 28,926  |                                     |  | $      | 24,555  |   |
| Accruedpayroll and relatedtaxes                                                                                                                                                            |  |              | 3,593   |                                     |  |   | 3,425   |   |
| Accrued interestpayable                                                                                                                                                                    |  |              | 4,804   |                                     |  |   | 1,501   |   |
| Accrued expensesand other currentliabilities                                                                                                                                               |  |              | 21,881  |                                     |  |   | 21,339  |   |
| Revolvingloan                                                                                                                                                                              |  |              | 6,300   |                                     |  |   | 1,941   |   |
| Current portion oflong-termdebt                                                                                                                                                            |  |              | 1,400   |                                     |  |   | 13,794  |   |
| Totalcurrentliabilities                                                                                                                                                                    |  |              | 66,904  |                                     |  |   | 66,555  |   |
|                                                                                                                                                                                       |  |              |    |                                     |  |   |    |   |
| Deferredincome taxes                                                                                                                                                                       |  |              | 26,010  |                                     |  |   | 10,451  |   |
| Long-termdebt                                                                                                                                                                              |  |              | 288,600 |                                     |  |   | 62,753  |   |
| Otherliabilities                                                                                                                                                                           |  |              | 10,334  |                                     |  |   | 4,149   |   |
| Totalliabilities                                                                                                                                                                           |  |              | 391,848 |                                     |  |   | 143,908 |   |
|                                                                                                                                                                                       |  |              |    |                                     |  |   |    |   |
| Stockholders'equity:                                                                                                                                                                       |  |
| Preferred stock-Series A, $.0001 per sharepar value; 100,000 shares authorized; 62,495 shares issued andoutstanding as of September 25, 2004 and September 27,2003                         |  |              | — |                                     |  |   | — |   |
| Commonstock-Class A, $.0001 per share par value; 1,600,000 shares authorized;726,556 and 726,706 shares issued and outstanding as of September 25,2004 and September 27, 2003,respectively |  |              | — |                                     |  |   | — |   |
| Commonstock-Class B, $.0001 per share par value; 300,000 shares authorized;267,448 shares issued and outstanding as of September 25, 2004 andSeptember 27,2003                             |  |              | — |                                     |  |   | — |   |
| Additionalpaid-incapital                                                                                                                                                                   |  |              | 110,500 |                                     |  |   | 63,543  |   |
| Predecessorbasisadjustment                                                                                                                                                                 |  |              | (13,539 | )                                   |  |   | – |   |
| Retained(deficit)earnings                                                                                                                                                                  |  |              | (7,820  | )                                   |  |   | 18,120  |   |
| Accumulatedother comprehensiveincome                                                                                                                                                       |  |              | 2,248   |                                     |  |   | 2,510   |   |
| Totalstockholders'equity                                                                                                                                                                   |  |              | 91,389  |                                     |  |   | 84,173  |   |
| Totalliabilities and stockholders'equity                                                                                                                                                   |  | $                 | 483,237 |                                     |  | $      | 228,081 |   |
|                                                                                                                                                                                            |

Seeaccompanying notes.

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ATT Holding Co. ConsolidatedStatements of Operations(Inthousands)

|                                             |  |                              |         |                         |  |                                  |         |                              |  |                               |         |         |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------|--|------------------------------|---------|-------------------------|--|----------------------------------|---------|------------------------------|--|-------------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                        |  |                         |         | PredecessorCompany  I   |  | PredecessorCompanyII             |
|                                        |  | PeriodendedSeptember 25,2004 |         | Period endedJune27,2004 |  | Fiscal yearendedSeptember27,2003 |         | Period endedSeptember28,2002 |  | Period ended January  13,2002 |
| Netsales                                    |  | $                            | 83,044  |                    |  | $                                | 355,443 |                         |  | $                             | 407,426 |    |  | $      | 279,354 |    |  | $      | 75,600  |    |
| Costof goodssold                            |  |                         | 73,009  |                    |  |                             | 256,248 |                         |  |                          | 294,487 |    |  |   | 223,414 |    |  |   | 58,200  |    |
| Grossprofit                                 |  |                         | 10,035  |                    |  |                             | 99,195  |                         |  |                          | 112,939 |    |  |   | 55,940  |    |  |   | 17,400  |    |
| Selling,general, and administrativeexpenses |  |                         | 16,560  |                    |  |                             | 58,808  |                         |  |                          | 73,142  |    |  |   | 46,547  |    |  |   | 19,100  |    |
| Gainon disposal of fixedassets              |  |                         | (7      | )                  |  |                             | (4,786  | )                       |  |                          | (880    | )  |  |   | (85     | )  |  |   | – |    |
| Amortizationof intangibleassets             |  |                         | 477     |                    |  |                             | 3,303   |                         |  |                          | 3,508   |    |  |   | – |    |  |   | – |    |
| Specialcharges                              |  |                         | – |                    |  |                             | 799     |                         |  |                          | 797     |    |  |   | – |    |  |   | – |    |
| Operating(loss)income                       |  |                         | (6,995  | )                  |  |                             | 41,071  |                         |  |                          | 36,372  |    |  |   | 9,478   |    |  |   | (1,700  | )  |
| Interestexpense toAffiliates                |  |                         | – |                    |  |                             | – |                         |  |                          | – |    |  |   | – |    |  |   | 2,300   |    |
| Interestexpense                             |  |                         | 5,899   |                    |  |                             | 7,563   |                         |  |                          | 10,377  |    |  |   | 7,000   |    |  |   | – |    |
| Other(income)expense                        |  |                         | (36     | )                  |  |                             | 199     |                         |  |                          | (1,065  | )  |  |   | (131    | )  |  |   | (2,400  | )  |
| (Loss)income beforetaxes                    |  |                         | (12,858 | )                  |  |                             | 33,309  |                         |  |                          | 27,060  |    |  |   | 2,609   |    |  |   | (1,600  | )  |
| Incometax (benefit)expense                  |  |                         | (5,038  | )                  |  |                             | 13,928  |                         |  |                          | 10,495  |    |  |   | 1,050   |    |  |   | 1,200   |    |
| Net(loss)income                             |  | $                            | (7,820  | )                  |  | $                                | 19,381  |                         |  | $                             | 16,565  |    |  | $      | 1,559   |    |  | $      | (2,800  | )  |
|                                             |

Seeaccompanying notes.

31

----

ATT Holding Co.

Consolidated Statements of Changes in Stockholders'Equity

(In Thousands, Except Number ofShares)

|                                       |  |                        |         |                    |  |                    |                                                        |                          |  |                            |         |                           |  |                                     |                                                        |               |  |                          |         |        |  |        |                                                        |        |  |        |         |        |  |        |         |         |  |        |         |         |  |        |         |         |  |        |                                                        |         |  |        |         |         |  |  |
|---------------------------------------|--|------------------------|---------|--------------------|--|--------------------|--------------------------------------------------------|--------------------------|--|----------------------------|---------|---------------------------|--|-------------------------------------|--------------------------------------------------------|---------------|--|--------------------------|---------|--------|--|--------|--------------------------------------------------------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|--------------------------------------------------------|---------|--|--------|---------|---------|--|--|
|                                  |  | SeriesAPreferred Stock |         | Class ACommonStock |  | Class BCommonStock |                                                        | AdditionalPaid-inCapital |  | PredecessorBasisAdjustment |         | RetainedEarnings(Deficit) |  | AccumulatedOtherComprehensiveIncome |                                                        | TreasuryStock |  | TotalStockholders'Equity |
|                                  |  | Shares                 |         | Amount             |  | Shares             |                                                        | Amount                   |  | Shares                     |         | Amount                    |  |
| Balanceat June  27, 2004              |  |                   | 62,495  |               |  | $                  | —                                                |                     |  |                       | 726,556 |                      |  | $                                   | —                                                |          |  |                     | 267,448 |   |  | $      | —                                                |   |  | $      | 63,544  |   |  | $      | — |    |  | $      | 37,501  |    |  | $      | 2,674   |    |  | $      | (1                                                     | )  |  | $      | 103,718 |    |
| Acquisitionby CHATT Holdings,Inc.     |  |                   | — |               |  |               | —                                                |                     |  |                       | — |                      |  |                                | —                                                |          |  |                     | — |   |  |   | —                                                |   |  |   | 46,956  |   |  |   | (13,539 | )  |  |   | (37,501 | )  |  |   | (2,674  | )  |  |   | 1                                                      |    |  |   | (6,757  | )  |
| Netloss                               |  |                   | — |               |  |               | —                                                |                     |  |                       | — |                      |  |                                | —                                                |          |  |                     | — |   |  |   | —                                                |   |  |   | — |   |  |   | — |    |  |   | (7,820  | )  |  |   | — |    |  |   | —                                                |    |  |   | (7,820  | )  |
| Othercomprehensiveincome:             |  |                   |    |               |  |               |                                                   |                     |  |                       |    |                      |  |                                |                                                   |          |  |                     |    |   |  |   |                                                   |   |  |   |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |   |                                                   |    |  |   |    |    |
| Foreigncurrency translationadjustment |  |                   | — |               |  |               | —                                                |                     |  |                       | — |                      |  |                                | —                                                |          |  |                     | — |   |  |   | —                                                |   |  |   | — |   |  |   | — |    |  |   | — |    |  |   | 2,248   |    |  |   | —                                                |    |  |   | 2,248   |    |
| Comprehensiveincome                   |  |                   |    |               |  |               |           |                     |  |                       |    |                      |  |                                |           |          |  |                     |    |   |  |   |           |   |  |   |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |   |           |    |  |   | (5,572  | )  |
| Balanceat September  25, 2004         |  |                   | 62,495  |               |  | $                  | —                                                |                     |  |                       | 726,556 |                      |  | $                                   | —                                                |          |  |                     | 267,448 |   |  | $      | —                                                |   |  | $      | 110,500 |   |  | $      | (13,539 | )  |  | $      | (7,820  | )  |  | $      | 2,248   |    |  | $      | —                                                |    |  | $      | 91,389  |    |
|                                       |

Seeaccompanying notes.

32

----

ATT Holding Co.

Consolidated Statements of Changes in Stockholders'Equity (Predecessor Company  I)

(InThousands, Except Number ofShares)

|                                                     |  |                        |         |                    |  |                    |         |                          |  |                  |         |                                     |  |               |         |                          |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |  |  |  |  |
|-----------------------------------------------------|--|------------------------|---------|--------------------|--|--------------------|---------|--------------------------|--|------------------|---------|-------------------------------------|--|---------------|---------|--------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|
|                                                |  | SeriesAPreferred Stock |         | Class ACommonStock |  | Class BCommonStock |         | AdditionalPaid-inCapital |  | RetainedEarnings |         | AccumulatedOtherComprehensiveIncome |  | TreasuryStock |         | TotalStockholders'Equity |  |        |
|                                                |  | Shares                 |         | Amount             |  | Shares             |         | Amount                   |  | Shares           |         | Amount                              |  |
| Balanceat January  13, 2002                         |  |                   | — |               |  | $                  | — |                     |  |             | — |                                |  | $             | — |                     |  |   | — |   |  | $      | — |   |  | $      | — |   |  | $      | — |    |  | $      | — |    |  | $      | — |    |  | $      | — |    |  |
| Issuanceof commonstock                              |  |                   | — |               |  |               | — |                     |  |             | 723,406 |                                |  |          | — |                     |  |   | 267,448 |   |  |   | — |   |  |   | 991     |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 991     |    |  |
| Issuanceof preferredstock                           |  |                   | 59,495  |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | 59,425  |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 59,425  |    |  |
| Issuanceof warrants to purchase Class A commonstock |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | 124     |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 124     |    |  |
| Purchaseof treasurystock                            |  |                   | (99     | )             |  |               | — |                     |  |             | (31,354 | )                              |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | — |    |  |   | (130    | )  |  |   | (130    | )  |  |
| Paymentof preferred stock dividends                 |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | (4      | )  |  |   | — |    |  |   | — |    |  |   | (4      | )  |  |
| Netincome                                           |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 1,559   |    |  |   | — |    |  |   | — |    |  |   | 1,559   |    |  |
| Othercomprehensiveincome:                           |  |                   |    |               |  |               |    |                     |  |             |    |                                |  |          |    |                     |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |  |
| Foreigncurrency translation adjustment              |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | 360     |    |  |   | — |    |  |   | 360     |    |  |
| Minimumpensionliability                             |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | (123    | )  |  |   | — |    |  |   | (123    | )  |  |
| Comprehensiveincome                                 |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 1,796   |    |  |
| Balanceat September  28, 2002                       |  |                   | 59,396  |               |  |               | — |                     |  |             | 692,052 |                                |  |          | — |                     |  |   | 267,448 |   |  |   | — |   |  |   | 60,540  |   |  |   | 1,555   |    |  |   | 237     |    |  |   | (130    | )  |  |   | 62,202  |    |  |
| Issuanceof commonstock                              |  |                   | — |               |  |               | — |                     |  |             | 3,300   |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | 3       |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 3       |    |  |
| Issuanceof preferredstock                           |  |                   | 3,000   |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | 3,000   |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 3,000   |    |  |
| Issuanceof treasurystock                            |  |                   | 99      |               |  |               | — |                     |  |             | 31,354  |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | — |    |  |   | 130     |    |  |   | 130     |    |  |
| Netincome                                           |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 16,565  |    |  |   | — |    |  |   | — |    |  |   | 16,565  |    |  |
| Othercomprehensiveincome:                           |  |                   |    |               |  |               |    |                     |  |             |    |                                |  |          |    |                     |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |  |
| Foreigncurrency translation adjustment              |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | 2,176   |    |  |   | — |    |  |   | 2,176   |    |  |
| Minimumpensionliability                             |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | 97      |    |  |   | — |    |  |   | 97      |    |  |
| Comprehensiveincome                                 |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 18,838  |    |  |
| Balanceat September  27,2003                        |  |                   | 62,495  |               |  |               | — |                     |  |             | 726,706 |                                |  |          | — |                     |  |   | 267,448 |   |  |   | — |   |  |   | 63,543  |   |  |   | 18,120  |    |  |   | 2,510   |    |  |   | — |    |  |   | 84,173  |    |  |
|                                                     |

33

----

ATT Holding Co.

Consolidated Statements of Changes in Stockholders'Equity (Predecessor Company  I) (continued)

(In Thousands, Except Number ofShares)

|                                                   |  |                        |         |                    |  |                    |         |                          |  |                  |         |                                     |  |               |         |                          |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |         |  |        |         |         |  |        |         |         |  |  |  |  |  |  |
|---------------------------------------------------|--|------------------------|---------|--------------------|--|--------------------|---------|--------------------------|--|------------------|---------|-------------------------------------|--|---------------|---------|--------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|
|                                              |  | SeriesAPreferred Stock |         | Class ACommonStock |  | Class BCommonStock |         | AdditionalPaid-inCapital |  | RetainedEarnings |         | AccumulatedOtherComprehensiveIncome |  | TreasuryStock |         | TotalStockholders'Equity |  |        |
|                                              |  | Shares                 |         | Amount             |  | Shares             |         | Amount                   |  | Shares           |         | Amount                              |  |
| Balanceat September  27, 2003 (from previouspage) |  |                   | 62,495  |               |  | $                  | — |                     |  |             | 726,706 |                                |  | $             | — |                     |  |   | 267,448 |   |  | $      | — |   |  | $      | 63,543  |   |  | $      | 18,120  |   |  | $      | 2,510   |    |  | $      | — |    |  | $      | 84,173  |    |  |
| Issuanceof commonstock                            |  |                   | — |               |  |               | — |                     |  |             | 600     |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | 1       |   |  |   | — |   |  |   | — |    |  |   | — |    |  |   | 1       |    |  |
| Purchaseof treasurystock                          |  |                   | — |               |  |               | — |                     |  |             | (750    | )                              |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | (1      | )  |  |   | (1      | )  |  |
| Netincome                                         |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 19,381  |   |  |   | — |    |  |   | — |    |  |   | 19,381  |    |  |
| Othercomprehensiveincome:                         |  |                   |    |               |  |               |    |                     |  |             |    |                                |  |          |    |                     |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |
| Foreigncurrency translation adjustment            |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 217     |    |  |   | — |    |  |   | 217     |    |  |
| Minimumpensionliability                           |  |                   | — |               |  |               | — |                     |  |             | — |                                |  |          | — |                     |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | (53     | )  |  |   | — |    |  |   | (53     | )  |  |
| Comprehensiveincome                               |  |                   |    |               |  |               |    |                     |  |             |    |                                |  |          |    |                     |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |    |  |   |    |    |  |   | 19,545  |    |  |
| Balanceat June  27, 2004                          |  |                   | 62,495  |               |  | $                  | — |                     |  |             | 726,556 |                                |  | $             | — |                     |  |   | 267,448 |   |  | $      | — |   |  | $      | 63,544  |   |  | $      | 37,501  |   |  | $      | 2,674   |    |  | $      | (1      | )  |  | $      | 103,718 |    |  |
|                                                   |

Seeaccompanying notes.

34

----

ATT Holding Co.Combined Statement of Changes in Invested Capital (PredecessorCompany  II)(InThousands)

|                                        |  |        |        |         |  |  |
|----------------------------------------|--|--------|--------|---------|--|--|
| Balanceat September  29,2001           |  | $      | 86,400 |    |
| Comprehensiveloss:                     |  |   |   |    |
| Netloss                                |  |   | (2,800 | )  |
| Foreign currencytranslationadjustments |  |   | (700   | )  |
| Totalcomprehensive loss                |  |   | (3,500 | )  |
| Nettransactions withAffiliates         |  |   | (2,100 | )  |
| Balanceat January  13,2002             |  | $      | 80,800 |    |
|                                        |

Seeaccompanying notes.

35

----

ATT Holding Co. ConsolidatedStatements of CashFlows

|                                                                                                 |  |                                |          |                           |  |                                     |         |                                |  |                             |         |         |  |        |          |         |  |        |         |         |  |  |
|-------------------------------------------------------------------------------------------------|--|--------------------------------|----------|---------------------------|--|-------------------------------------|---------|--------------------------------|--|-----------------------------|---------|---------|--|--------|----------|---------|--|--------|---------|---------|--|--|
|                                                                                            |  |                           |          | PredecessorCompany I      |  | Predecessor CompanyII               |
|                                                                                            |  | Periodended September  25,2004 |          | Period endedJune  27,2004 |  | Fiscal year endedSeptember  27,2003 |         | Period endedSeptember  28,2002 |  | Period ended January13,2002 |
|                                                                                            |  | (InThousands)                  |
| **Operatingactivities**                                                                         |  |                           |     |                      |  |                                |    |                           |  |                        |    |    |  |   |     |    |  |   |    |    |
| Net(loss)income                                                                                 |  | $                              | (7,820   | )                    |  | $                                   | 19,381  |                           |  | $                           | 16,565  |    |  | $      | 1,559    |    |  | $      | (2,800  | )  |
| Adjustmentsto reconcile net (loss) income to net cash provided by (used in)operatingactivities: |  |                           |     |                      |  |                                |    |                           |  |                        |    |    |  |   |     |    |  |   |    |    |
| Depreciationexpense                                                                             |  |                           | 2,626    |                      |  |                                | 5,953   |                           |  |                        | 7,485   |    |  |   | 3,000    |    |  |   | 900     |    |
| Amortizationof intangibleassets                                                                 |  |                           | 477      |                      |  |                                | 3,303   |                           |  |                        | 3,508   |    |  |   | —  |    |  |   | — |    |
| Amortizationof loanfees                                                                         |  |                           | 453      |                      |  |                                | 661     |                           |  |                        | 755     |    |  |   | 425      |    |  |   | — |    |
| Provisionfor baddebts                                                                           |  |                           | 66       |                      |  |                                | (95     | )                         |  |                        | (3      | )  |  |   | 182      |    |  |   | 700     |    |
| Provisionfor deferredtaxes                                                                      |  |                           | (4,080   | )                    |  |                                | 5,281   |                           |  |                        | 1,356   |    |  |   | (1,184   | )  |  |   | 1,200   |    |
| Noncashinterestexpense                                                                          |  |                           | —  |                      |  |                                | 206     |                           |  |                        | 489     |    |  |   | 193      |    |  |   | — |    |
| Gainon disposal of fixedassets                                                                  |  |                           | (7       | )                    |  |                                | (4,786  | )                         |  |                        | (880    | )  |  |   | (85      | )  |  |   | — |    |
| Changesin assets and liabilities, net of effects ofacquisition:                                 |  |                           |     |                      |  |                                |    |                           |  |                        |    |    |  |   |     |    |  |   |    |    |
| Accountsreceivable                                                                              |  |                           | 35,233   |                      |  |                                | (40,754 | )                         |  |                        | (9,969  | )  |  |   | 6,179    |    |  |   | 6,900   |    |
| Inventories                                                                                     |  |                           | 4,082    |                      |  |                                | (18,647 | )                         |  |                        | (8,653  | )  |  |   | 57,429   |    |  |   | (6,300  | )  |
| Prepaidexpenses and otherassets                                                                 |  |                           | 1,235    |                      |  |                                | (21     | )                         |  |                        | (1,381  | )  |  |   | (1,864   | )  |  |   | (1,800  | )  |
| Accountspayable                                                                                 |  |                           | (11,528  | )                    |  |                                | 14,588  |                           |  |                        | 2,063   |    |  |   | 3,092    |    |  |   | (700    | )  |
| Accruedexpenses                                                                                 |  |                           | (173     | )                    |  |                                | 219     |                           |  |                        | (3,598  | )  |  |   | 1,283    |    |  |   | 4,000   |    |
| Otherliabilities                                                                                |  |                           | 278      |                      |  |                                | 511     |                           |  |                        | (532    | )  |  |   | 726      |    |  |   | — |    |
| Netcash provided by (used in) operatingactivities                                               |  |                           | 20,842   |                      |  |                                | (14,290 | )                         |  |                        | 7,205   |    |  |   | 70,935   |    |  |   | 2,100   |    |
| **Investingactivities**                                                                         |  |                           |     |                      |  |                                |    |                           |  |                        |    |    |  |   |     |    |  |   |    |    |
| Acquisitionof businesses, net of cashacquired                                                   |  |                           | (306,374 | )                    |  |                                | (236    | )                         |  |                        | (38,620 | )  |  |   | (165,400 | )  |  |   | — |    |
| Purchaseof fixedassets                                                                          |  |                           | (1,624   | )                    |  |                                | (4,219  | )                         |  |                        | (7,053  | )  |  |   | (4,647   | )  |  |   | (2,000  | )  |
| Proceedsfrom sale of fixedassets                                                                |  |                           | 7        |                      |  |                                | 5,095   |                           |  |                        | 1,112   |    |  |   | 188      |    |  |   | — |    |
| Netcash (used in) provided by investingactivities                                               |  |                           | (307,991 | )                    |  |                                | 640     |                           |  |                        | (44,561 | )  |  |   | (169,859 | )  |  |   | (2,000  | )  |
| **Financingactivities**                                                                         |  |                           |     |                      |  |                                |    |                           |  |                        |    |    |  |   |     |    |  |   |    |    |
| Increasein notes payable toAffiliates                                                           |  |                           | —  |                      |  |                                | — |                           |  |                        | — |    |  |   | —  |    |  |   | 2,600   |    |
| Repaymentsof long-termdebt                                                                      |  |                           | (60,936  | )                    |  |                                | (15,731 | )                         |  |                        | (8,836  | )  |  |   | (775     | )  |  |   | — |    |
| (Repayments)borrowings on revolver,net                                                          |  |                           | (24,021  | )                    |  |                                | 28,380  |                           |  |                        | 1,941   |    |  |   | —  |    |  |   | — |    |
| Borrowingson long-termdebt                                                                      |  |                           | 290,000  |                      |  |                                | — |                           |  |                        | 10,000  |    |  |   | 75,600   |    |  |   | — |    |
| Debtissuancecosts                                                                               |  |                           | (13,598  | )                    |  |                                | — |                           |  |                        | (533    | )  |  |   | (3,559   | )  |  |   | — |    |
| Nettransfers withAffiliates                                                                     |  |                           | —  |                      |  |                                | — |                           |  |                        | — |    |  |   | —  |    |  |   | (2,100  | )  |
| Proceedsfrom issuance of capitalstock                                                           |  |                           | —  |                      |  |                                | 1       |                           |  |                        | 3,003   |    |  |   | 60,416   |    |  |   | — |    |
| Capitalcontributions frombuyer                                                                  |  |                           | 96,585   |                      |  |                                | — |                           |  |                        | — |    |  |   | —  |    |  |   | — |    |
| (Purchase)issuance of treasurystock                                                             |  |                           | —  |                      |  |                                | (1      | )                         |  |                        | 130     |    |  |   | (130     | )  |  |   | — |    |
| Paymentof dividends on preferredstock                                                           |  |                           | —  |                      |  |                                | — |                           |  |                        | — |    |  |   | (4       | )  |  |   | — |    |
| Netcash provided by financingactivities                                                         |  |                           | 288,030  |                      |  |                                | 12,649  |                           |  |                        | 5,705   |    |  |   | 131,548  |    |  |   | 500     |    |
| Effectof exchange rate changes oncash                                                           |  |                           | (534     | )                    |  |                                | 216     |                           |  |                        | 746     |    |  |   | (31      | )  |  |   | (600    | )  |
| Increase(decrease) in cash and cashequivalents                                                  |  |                           | 347      |                      |  |                                | (785    | )                         |  |                        | (30,905 | )  |  |   | 32,593   |    |  |   | — |    |
| Cashand cash equivalents at beginning ofperiod                                                  |  |                           | 903      |                      |  |                                | 1,688   |                           |  |                        | 32,593  |    |  |   | —  |    |  |   | 3,200   |    |
| Cashand cash equivalents at end ofperiod                                                        |  | $                              | 1,250    |                      |  | $                                   | 903     |                           |  | $                           | 1,688   |    |  | $      | 32,593   |    |  | $      | 3,200   |    |
|                                                                                                 |

Seeaccompanying notes.

36

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ATTHolding Co.

Notes to Consolidated FinancialStatements

(Dollars inThousands, Except Share Data)

1.    Formation andDescription of Business

ATT Holding Co. and its subsidiaries(the "Company") manufacture and marketnon-powered lawn and garden tools and accessories primarily in NorthAmerica and Europe. The Company refers to operations subsequent toJune  27, 2004. Operations from January  14, 2002 toJune  27, 2004 are referred to as "PredecessorCompany  I". Operations of Ames True Temper Grouppredating January  14, 2002 are referred to as"Predecessor Company  II".

Theaccompanying consolidated financial statements present the financialposition of the Company as of September  25, 2004 and ofPredecessor Company  I as of September  27, 2003, and theresults of operations, changes in stockholders' equity, and cashflows of the Company for the period from June  28, 2004 toSeptember  25, 2004 and the results of operations, changes instockholders' equity, and cash flows of the PredecessorCompany  I for the period from September  28, 2003 toJune  27, 2004, the fiscal year ended September  27, 2003and the period from January  14, 2002 through September28, 2002, and the results of operations, changes in invested capital,and cash flows of the Predecessor Company  II for the period fromOctober  1, 2001 through January  13, 2002.

ATTHolding Co. (as Predecessor Company  I) was incorporated onDecember  20, 2001. On January  14, 2002, PredecessorCompany  I acquired, from U.S.  Industries, Inc. (USI),certain assets and liabilities of Predecessor Company  II,including Ames True Temper, Inc.; True Temper Ltd.; IXL Manufacturing,Inc.; and Garant Division of USI Canada, Inc., a division ofU.S.  Industries, Inc. The purchase price was approximately$165,400, including transaction costs of approximately $4,712. Thetransaction was recorded under the purchase method of accounting. Thepurchase price was allocated to the acquired assets and assumedliabilities based upon the fair values of those assets and liabilitiesas determined by the Predecessor Company  I. The operatingresults of the acquired company have been included in the accompanyingstatements of operations from the date of acquisition. In May2002, IXL Manufacturing was merged into Ames True Temper, Inc.

At January  13, 2002, Predecessor Company  II had noseparate legal status or existence as a combined group. These financialstatements are presented on a going concern basis as if the PredecessorCompany  II had existed as a corporation separate from USI duringthe period presented and include the net assets and results ofoperations directly related to Predecessor Company  II'soperations.

On June  28, 2004, the Company completed thesale of all outstanding common and preferred stock of PredecessorCompany  I to affiliates of Castle Harlan, a private equitygroup. CHATT Holdings, Inc., the "buyer", andCHATT Holdings LLC, the "buyer parent", werecreated to make the acquisition of the Company. Approximately87% of the equity interests of the buyer parent are owned byaffiliates of Castle Harlan, and the remainder were issued to membersof our management who held capital stock in the PredecessorCompany  I, in lieu of cash consideration that they otherwisewould have been entitled to receive in the acquisition. In addition,certain members of management that did not hold equity in PredecessorCompany  I purchased an equity interest in the buyer parent forcash.

The transaction was valued at approximately $380,000, plus$6,345 in transaction costs and a working capital adjustment of$26,638. In connection with the sale, Ames True Temper, Inc., which isa 100%-owned subsidiary of the Company, entered into a newcredit facility, at which time all existing indebtedness was repaid. Inconnection with the new facility, ATT Holding Co. fully andunconditionally guaranteed the $150,000 10% Senior SubordinatedNotes due 2012. ATT Holding Co. has no other subsidiaries other thanAmes True Temper, Inc. and has no independent assets or operationsseparate from the investment in Ames True Temper, Inc. Ames TrueTemper, Inc. is restricted by the Credit Agreement dated as ofJune  28, 2004 to provide funds to ATT Holding Co., except forthe provisions described therein.

The Company's fiscalyear generally ends on the Saturday nearest to September  30.

37

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

2.    Significant AccountingPolicies

Use of Estimates

The preparation of financialstatements in conformity with accounting principles generally acceptedin the United States requires management to make estimates andassumptions that affect the amounts reported in the financialstatements and accompanying notes. Actual results could differ fromthose estimates.

Principles of Consolidation

Theaccompanying consolidated financial statements for the period endedSeptember  25, 2004, the period ended June  27, 2004 andthe fiscal year ended September  27, 2003 include the accounts ofATT Holding Co. and its subsidiaries. All material intercompanytransactions have been eliminated in consolidation.

The combinedfinancial statements for the period ended January  13, 2002include the accounts of the Predecessor Company  II, which isdefined in Note  1. All material intercompany transactions havebeen eliminated in combination.

Cash and Cash Equivalents

Cash equivalents represent short-term, highly liquid investments,which have maturities of 90 days or less when purchased. The carryingamount of cash and cash equivalents approximates fair value.

Accounts Receivable

Accounts receivable are reported net ofan allowance for doubtful accounts. The allowance is based onmanagement's estimate of the amount of receivables that willactually be collected. Accounts are considered past due based on howpayments are received compared to the customer's credit terms.Accounts are written off when management determines the account isuncollectible. Finance charges are generally not assessed on past dueaccounts.

Inventories

Inventories are stated at thelower of cost, which is determined by the first-in, first-out method,or market.

Property, Plant and Equipment

Property,plant and equipment are stated on the basis of cost less accumulateddepreciation provided under the straight-line method. Buildings andbuilding improvements are depreciated based on lives of 25 and 10years, respectively. Land improvements and leasehold improvements aredepreciated based on lives of 15 and 10  years, respectively.Machinery and equipment is depreciated based on lives ranging fromthree to seven years, and furniture and fixtures based on a life offive years. Expenditures for major additions and improvements arecapitalized, while minor replacements, maintenance, and repairs arecharged to expense as incurred. When property is retired or otherwisedisposed of, the costs and accumulated depreciation are removed fromthe accounts. Any resulting gain or loss is recognized currently.Construction in progress is comprised of ongoing development costsassociated with upgrades and additions.

The PredecessorCompany  II depreciated buildings based on lives ranging from 10to 40  years, machinery and equipment based on lives ranging from5 to 15 years, and furniture and fixtures based on lives ranging from 3to 15 years.

38

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

Long-Lived Assets

Statement ofFinancial Accounting Standards (SFAS) No.  144, Accounting forthe Impairment or Disposal of Long-Lived Assets, requires thatcompanies consider whether indicators of impairment of long-livedassets held for use are present. If such indicators are present,companies determine whether the sum of the estimated undiscountedfuture cash flows attributable to such assets is less than theircarrying amount, and if so, companies recognize an impairment lossbased on the excess of the carrying amount of the assets over theirfair value. Accordingly, management will periodically evaluate theongoing value of property and equipment.

Goodwill and OtherIntangible Assets

Effective January  14, 2002,Predecessor Company I, and the Company adopted SFAS No.  141,Business Combinations, and SFAS No.  142, Goodwill andOther Intangible Assets. SFAS No.  141, which addressesfinancial accounting and reporting for business combinations, requiresthe use of the purchase method of accounting for business combinationsinitiated after June  30, 2001 and prohibits the use of thepooling-of-interests method. SFAS No.  141 also includes guidanceon the initial recognition and measurement of goodwill and otherintangible assets.

SFAS No.  142 prohibits theamortization of goodwill and intangible assets with indefinite usefullives and requires that these assets be tested for impairment. Inaddition to goodwill, the Company has tradenames that are deemed tohave indefinite lives. Intangible assets with finite lives areamortized over their useful lives. Under the provisions of SFASNo.  142, intangible assets, including goodwill, that are notsubject to amortization will be tested for impairment annually, or morefrequently if events or changes in circumstances indicate that theasset might be impaired, using a two-step impairment assessment. Thefirst step of the goodwill impairment test, used to identify potentialimpairment, compares the fair value of a reporting unit with itscarrying amount, including goodwill. If the fair value of the reportingunit exceeds its carrying amount, goodwill of the reporting unit isconsidered not impaired, and the second step of the impairment test isnot necessary. If the carrying amount of a reporting unit exceeds itsfair value, the second step of the goodwill impairment test isperformed to measure the amount of impairment loss, if any. The Companycompleted the annual impairment tests, which resulted in no impairmentcharge.

Predecessor Company II Goodwill

The PredecessorCompany  II's Parent Company reviewed operating results andother relevant facts quarterly for each of its businesses to determineif there were indications that the carrying value of the business maybe impaired. When there were indicators of impairment, the ParentCompany first assessed the recoverability of goodwill associated withlong-lived assets in accordance with the requirements of SFASNo.  121, Accounting for the Impairment of Long-LivedAssets, which required impairment losses to be recorded when theundiscounted cash flows estimated to be generated by those assets wereless than the carrying amount of those assets. In addition, anenterprise level assessment of the recoverability of any remaininggoodwill was performed using the fair value methodology, as permittedunder Accounting Principles Board (APB) Opinion No.  17,Intangible Assets. In the event that such fair value was belowthe carrying value of an enterprise, for those companies with goodwill,the Predecessor Company  II reduced goodwill to the extent it wasimpaired based upon fair value.

The fair value methodology wasapplied to determine the recoverable value for each business on astand-alone basis using ranges of fair values obtained from independentappraisers. In developing these ranges, the independent appraisersconsidered (a) publicly available information, (b) financialprojections of each business based on management's bestestimates, (c) the future prospects of each business as discussed withsenior operating and financial management, (d) publicly availableinformation regarding comparable publicly traded companies in eachindustry, (e) market prices, capitalizations and trading multiples ofcomparable public companies and (f) other information deemed relevant.In reviewing these 

39

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

valuations and considering the need to recorda charge for impairment of enterprise value and goodwill to the extentit is part of the enterprise value, the Predecessor Company alsoevaluated solicited and unsolicited bids for the businesses of thePredecessor Company.

Debt Issuance Costs

Current andother long-term assets include debt issuance costs in the amount of$13,598 and $3,559 as of September  25, 2004 and September27, 2003, respectively. The debt issuance costs are being amortizedover a period of three to eight years based on the corresponding lifeof the debt. Accumulated amortization of debt issuance costs amountedto approximately $453 and $1,180 as of September  25, 2004 andSeptember  27, 2003, respectively.

Income Tax

Deferred tax assets and liabilities are computed based on thedifference between the financial reporting and tax bases of assets andliabilities using enacted tax rates and laws. Deferred income taxexpense or benefit is based on changes in deferred tax assets andliabilities from period to period.

Revenue and CostRecognition

Revenue is recognized upon shipment of products ordelivery of products to the customer depending on the terms of thesale. Provisions are made for estimated sales returns and allowances atthe time of the sale. Such amounts, which are included in net sales,totaled $2,634, $4,118, $6,235, $4,330 and $1,606 for the period endedSeptember  25, 2004, the period ended June  27, 2004,fiscal year ended September  27, 2003, the period endedSeptember  28, 2002 and the period ended January  13, 2002,respectively.

Shipping and Handling Costs

All shippingand handling costs are expensed as incurred. Costs incurred to shipproduct from the distribution center to the customer are included incosts of goods sold and totaled $3,889, $14,224, $16,594, $11,852 and$4,400 for the period ended September  25, 2004, the period endedJune  27, 2004, fiscal year ended September  27, 2003, theperiod ended September  28, 2002 and the period endedJanuary  13, 2002, respectively. Costs to ship the product frommanufacturing facilities to the distribution centers are included inselling, general and administrative expense and totaled $575, $2,617,$3,891, $3,738 and $1,300 for the period ended September  25,2004, the period ended June  27, 2004, fiscal year endedSeptember  27, 2003, the period ended September  28, 2002and the period ended January  13, 2002, respectively.

Advertising Costs

Advertising costs are expensed asincurred. Such amounts totaled $2,447, $9,424, $9,798, $6,904 and$2,600 for the period ended September  25, 2004, the period endedJune  27, 2004, fiscal year ended September  27, 2003, theperiod ended September  28, 2002 and the period endedJanuary  13, 2002, respectively.

Research and DevelopmentCosts

Research and development costs are expensed as incurred.Such amounts totaled $195, $648, $899, $558 and $400 for the periodended September  25, 2004, the period ended June  27, 2004,fiscal year ended September  27, 2003, the period endedSeptember  28, 2002 and the period ended January  13, 2002,respectively.

Foreign Currency Translation

Thefinancial statements of the Company's foreign operations aremeasured using the local currency as the functional currency. Assetsand liabilities of foreign subsidiaries are translated at the exchangerates 

40

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

as of the balance sheet date. Resultingtranslation adjustments, net of the related income tax effects, arerecorded in the currency translation adjustment account, a separatecomponent of Accumulated Other Comprehensive Income. Income and expenseitems are translated at average monthly exchange rates. Gains andlosses from foreign currency transactions are included in netincome.

Accumulated Other Comprehensive Income

Comprehensive income (loss) is defined as net income (loss) andother changes in stockholders' equity (deficit) from transactionsand other events from sources other than stockholders. The componentsof and changes in other comprehensive income (loss) are asfollows:

|                                    |  |                  |         |                   |  |                      |        |                   |  |               |        |         |  |        |        |         |  |        |        |         |  |  |
|------------------------------------|--|------------------|---------|-------------------|--|----------------------|--------|-------------------|--|---------------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                               |  | BeginningBalance |         | Before-Tax Amount |  | Tax Benefit(Expense) |        | Net-of-Tax Amount |  | EndingBalance |
| **September  25,2004**             |  |             |    |              |  |                 |   |              |  |          |   |    |  |   |   |    |  |   |   |    |
| Currencytranslationadjustment      |  | $                | — |              |  | $                    | 3,696  |              |  | $             | (1,448 | )  |  | $      | 2,248  |    |  | $      | 2,248  |    |
| **PredecessorCompanyI**            |  |             |    |              |  |                 |   |              |  |          |   |    |  |   |   |    |  |   |   |    |
| **June27,2004**                    |  |             |    |              |  |                 |   |              |  |          |   |    |  |   |   |    |  |   |   |    |
| Currencytranslationadjustment      |  | $                | 2,536   |              |  | $                    | 372    |              |  | $             | (155   | )  |  | $      | 217    |    |  | $      | 2,753  |    |
| Minimumpension liabilityadjustment |  |             | (26     | )            |  |                 | (90    | )            |  |          | 37     |    |  |   | (53    | )  |  |   | (79    | )  |
|                               |  | $                | 2,510   |              |  | $                    | 282    |              |  | $             | (118   | )  |  | $      | 164    |    |  | $      | 2,674  |    |
| **September27,2003**               |  |             |    |              |  |                 |   |              |  |          |   |    |  |   |   |    |  |   |   |    |
| Currencytranslationadjustment      |  | $                | 360     |              |  | $                    | 3,567  |              |  | $             | (1,391 | )  |  | $      | 2,176  |    |  | $      | 2,536  |    |
| Minimumpension liabilityadjustment |  |             | (123    | )            |  |                 | 159    |              |  |          | (62    | )  |  |   | 97     |    |  |   | (26    | )  |
|                               |  | $                | 237     |              |  | $                    | 3,726  |              |  | $             | (1,453 | )  |  | $      | 2,273  |    |  | $      | 2,510  |    |
|                                    |

FairValue of Financial Instruments

Financial instruments held bythe Company include cash and cash equivalents, accounts receivable,accounts payable and long-term debt.

The fair values of all cashand cash equivalents, accounts receivable, and accounts payableapproximate their carrying value due to their short-term nature. Thefair value of the debt is also estimated to approximate its carryingamount based upon current market conditions and interest rates.

Segment Reporting

Operating segments are defined ascomponents of an enterprise for which separate financial information isavailable that is evaluated regularly by chief operating decisionmakers in deciding how to allocate resources in assessing performance.All of the Company's operations are classified within onebusiness segment.

Labor Availability

The industry islabor intensive and requires an adequate supply of labor. As ofSeptember  25, 2004, approximately one-third of theCompany's employees are subject to collective bargainingagreements.

Stock-Based Compensation

On June 28, 2004,certain management employees of Ames True Temper and affiliates becameeligible to purchase Class B management incentive units of CHATTHoldings LLC. These units vest 

41

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

based on three criteria: (1) time vestingbased on a five-year term, (2) performance vesting based on the resultsof Ames True Temper, Inc. and (3) vesting based upon a targeted rate ofreturn upon change of control. There are certain acceleration clausesin the event of a change of control. As of September 25, 2004, therewere 165,243 incentive units issued to management. Additionally, anaffiliate of Castle Harlan holds 29,734 units that may be issued in thefuture. These units may not be sold, pledged or otherwise transferredunder securities law. Additional restrictions and limitations are setforth in the agreement. These units are accounted for under FASBInterpretation No. 44 of APB No. 25, Accounting for Stock Issued toEmployees. For the period ended September 25, 2004, there was noexpense recorded related to these units.

Reclassifications

Certain amounts in the accompanying financial statements of thePredecessor Companies (I and II) have been reclassified to conform tothe Company's period ended September  25, 2004presentation.

3.    Transactions of Predecessor CompanyII

Cash Equivalents

Cash equivalents representshort-term, highly liquid investments, which have maturities of 90 daysor less when purchased. Except for certain cash balances owned byPredecessor Company  II, cash accounts were controlled on acentralized basis by an Affiliate. Accordingly, cash receipts anddisbursements were made through Affiliates. The net results of cashtransactions between or on behalf of the Company, includingintercompany advances, are included in the combined balance sheet asinvested capital.

Income Taxes

PredecessorCompany  II's United States earnings have been included inthe consolidated federal income tax return filed by USI. PredecessorCompany  II provided for income taxes in the accompanyingfinancial statements as if it were a stand-alone entity and filedseparate income tax returns from USI. Federal taxes currentlyreceivable or payable are included in invested capital. Income taxespaid to state, local, and foreign jurisdictions were $0 for the periodended January  13, 2002.

4.    Acquisitions Made byPredecessor Company I

On November  15, 2002, thePredecessor Company  I acquired National Sales Company LLC andGlobal Sales LLC, d/b/a Dynamic Design. Dynamic Design is in thebusiness of manufacturing, marketing, selling and distributing indoorand outdoor pots and planters.

On May  5, 2003, thePredecessor Company  I acquired Outdoor Inspirations, Inc.,Ontario, Canada. Outdoor Inspirations is in the business of marketing,selling and distributing garden hose.

On August  4, 2003,the Predecessor Company  I acquired Greenlife, Inc., Bridgewater,Massachusetts, with operations in China. Greenlife is in the businessof marketing, selling and distributing non-powered lawn and gardentools and accessories. The Predecessor Company  I established anindemnity escrow account related to the acquisition of $300, which isbeing held for two years.

The purchase price allocation of theabove acquisitions resulted in an increase in cost of goods sold ofapproximately $892 for the fiscal year ended September  27, 2003.That amount represents the manufacturing profitsacquired.

42

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

Information described above with respectto businesses acquired in the purchase transactions during the fiscalyear ended September  27, 2003 is asfollows:

|                                                                                       |  |        |        |        |  |  |
|---------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|
| Cashpaid including acquisition costs (net of cashacquired)                            |  | $      | 25,830 |   |
| Preferred stockissued                                                                 |  |   | 3,000  |   |
| Long-term debtissued                                                                  |  |   | 10,000 |   |
| Liabilitiesassumed                                                                    |  |   | 5,922  |   |
|                                                                                  |  |   | 44,752 |   |
| Fairvalue of assets acquired, primarily accounts receivable, inventory andfixedassets |  |   | 15,027 |   |
| Tradenames                                                                            |  |   | 8,450  |   |
| Customerrelationships                                                                 |  |   | 6,950  |   |
| Vendorrelationships                                                                   |  |   | 1,300  |   |
| Restrictive covenantsand noncompete agreements                                        |  |   | 2,747  |   |
| Employmentagreements                                                                  |  |   | 468    |   |
| Cost inexcess of fair value of net assets acquired(goodwill)                          |  | $      | 9,810  |   |
|                                                                                       |

Theabove businesses were acquired to expand Predecessor CompanyI's product lines and increase related market share.

Allacquisitions were accounted for using the purchase method. Theallocation of the purchase price associated with the acquisitions hasbeen determined by Predecessor Company  I based upon availableinformation using independent third-party appraisals.

Theoperating results of the acquired companies have been included in theaccompanying consolidated statements of operations from the respectivedates of acquisition.

The following unaudited pro formafinancial information for the period ended September 28, 2002 reflectsthe results of operations as if the acquisition of Dynamic Design hadoccurred as of the beginning of the period. Pro forma adjustmentsinclude only the effects of events directly attributed to thetransaction that are factually supportable and expected to have acontinuing impact. The pro forma adjustments reflected in the tablebelow include adjustments for amortization expense on the acquiredidentifiable intangible assets, interest expense on the acquisitiondebt and the related income taxeffects.

|           |  |   |         |        |  |  |
|-----------|--|---|---------|--------|--|--|
| Netsales  |  | $ | 316,361 |   |
| Netincome |  | $ | 2,228   |   |
|           |

Theunaudited pro forma financial information does not necessarily reflectthe operating results that would have occurred had the acquisition beenconsummated as of the above date, nor is such information indicative offuture operating results.

Pro forma information reflecting theresults of operations of Dynamic Design for the fiscal year endedSeptember  27, 2003 is not materially different from the actualresults of operations for the fiscal year ended September  27,2003. Pro forma information, reflecting the result of operations ofOutdoor Inspirations, Inc. and Greenlife, Inc. are not provided, asthose acquisitions did not materially impact Predecessor CompanyI's results of operations.

5.    Restructuring andPurchase Accounting

Acquisition of Predecessor CompanyI

On June  28, 2004, the Company completed the sale ofall outstanding common and preferred stock of PredecessorCompany  I to affiliates of Castle Harlan, a private equitygroup. CHATT Holdings, Inc., 

43

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

the "buyer", andCHATT Holdings LLC, the "buyer parent", werecreated to make the acquisition of the Company. Approximately87% of the equity interests of the buyer parent are owned byaffiliates of Castle Harlan, and the remainder were issued to membersof our management who held capital stock in the PredecessorCompany  I, in lieu of cash consideration that they otherwisewould have been entitled to receive in the acquisition. In addition, ina few cases, certain members of management that did not hold equity inPredecessor Company  I purchased an equity interest in the buyerparent for cash.

The following represents the allocationof purchase price for the acquisition of the Company on June  28,2004, as describedabove:

|                                                                                       |  |        |         |        |  |  |
|---------------------------------------------------------------------------------------|--|--------|---------|--------|--|--|
| Capitalcontributions from buyer                                                       |  | $      | 96,585  |   |
| Revolverdebt used                                                                     |  |   | 25,338  |   |
| Long-term debtissued                                                                  |  |   | 290,000 |   |
| Liabilities assumed, net ofpay off of debt of Predecessor Company  I                  |  |   | 109,983 |   |
|                                                                                  |  |   | 521,906 |   |
| Fairvalue of assets acquired, primarily accounts receivable, inventory andfixedassets |  |   | 284,838 |   |
| Tradenames                                                                            |  |   | 69,406  |   |
| Customerrelationships                                                                 |  |   | 11,144  |   |
| Patents                                                                               |  |   | 878     |   |
| Non-competeagreements                                                                 |  |   | 981     |   |
| Cost inexcess of fair value of net assets acquired(goodwill)                          |  | $      | 154,659 |   |
|                                                                                       |

Thetransaction was accounted for as a purchase in accordance with SFASNo.  141, Business Combinations, and Emerging Issues TaskForce (EITF) Issue 88-16, Basis in Leveraged BuyoutTransactions. As such, the acquired assets and assumed liabilitieshave been recorded at fair market value for the interests acquired andpreliminary estimates of assumed liabilities by new investors and atthe carryover basis for continuing investors. The acquired assets andassumed liabilities were assigned new book values in the sameproportion as the residual interests of the continuing investors andthe new interests acquired by the new investors. Under EITF 88-16, theCompany was revalued at the merger date to the fair value to the extentof the majority stockholder's 87.35% controlling interestin the Company. The remaining 12.65% is accounted for at thecontinuing stockholders' carryover basis in the Company. Anadjustment of $13,539 to record this effect is included as a reductionof stockholders' equity under the caption"Predecessor basis adjustment." The excess ofthe purchase price over the historical basis of the net assets acquiredhas been applied to adjust net assets to their fair values to theextent of the majority stockholder's 87.35% ownership.Goodwill resulting from this transaction is not deductible for incometax purposes. Goodwill resulting from the acquisitions made byPredecessor Company  I described in Note  4 is expected tobe deductible for income tax purposes.

In connectionwith the acquisition of Predecessor Company  I, the Companyreevaluated the restructuring reserves previously set up by PredecessorCompany  I. These restructuring reserves were originallyestablished to reduce total workforce and close certain facilities. TheCompany, as of the date of acquisition of Predecessor Company I, beganto assess and formulate an exit and restructuring plan that includesadditional reductions of workforce, facility closures and changes inbusiness strategies. This updated exit and restructuring plan isintended to increase operating efficiencies. At June 28, 2004, theCompany recorded a liability of $4,782 related to the reductions ofworkforce and facility closures and $4,795 related to changes inbusiness strategies for a product line. These plans also resulted in a$6,825 decrease to the beginning balance of the pension asset for theperiod ended September 25, 2004. Adjustments will be made to thesereserves as the cost estimates are refined and finalized. The Companyexpects to complete these plans in the next one to three years. Thefollowing schedule shows the changes to the restructuring reserve sincethe date of acquisition, which is included in accrued liabilities andother long-term liabilities:

44

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

|                                                 |  |        |       |         |  |  |
|-------------------------------------------------|--|--------|-------|---------|--|--|
| Balanceas of June  27, 2004                     |  | $      | 2,223 |    |
| Additions,Purchaseaccounting                    |  |   | 7,354 |    |
| Balanceas of June  28, 2004, date ofacquisition |  | $      | 9,577 |    |
| Payments                                        |  |   | (79   | )  |
| Balanceas of September  25,2004                 |  | $      | 9,498 |    |
|                                                 |

Acquisitionof Predecessor Company  II and Dynamic Design

Inconnection with the initial acquisition of Predecessor CompanyII on January 14, 2002, Predecessor Company  I committed to exitplans for the closing of several facilities. The exit plans called forPredecessor Company  I to consolidate corporate office functionsand to reduce workforce in multiple manufacturing locations in order toreduce fixed overhead costs and lower internal shipping and handlingexpenses. Costs associated with the plans, including severance,totaling approximately $6,198 were accrued as part of the purchaseprice allocation. In addition, the Company granted enhanced pensionbenefits to certain severed employees, which resulted in a net decreaseto the pension asset of $3,315. During fiscal 2003, as additionalinformation was obtained, adjustments were made to these estimates.

In 2003, in connection with the acquisition of Dynamic Design,Predecessor Company  I committed to exit plans for the closure ofcertain acquired administrative offices and the consolidation ofcertain acquired distribution facilities. Costs related to these plansconsist of employee severance and benefits, and exit costs (primarilylease expenses under existing contracts), and totaled $434 and wereadded to the purchase price of Dynamic Design.

At June27, 2004, the remaining restructuring reserves of $2,223 were includedin accrued liabilities and relate to portions of the exit plans thatwere not yet completed. At the date of acquisition of PredecessorCompany  I, these reserves were reevaluated and included in thepurchase price. Changes to the restructuring reserves are asfollows:

|                                                    |  |                 |         |               |  |        |         |         |  |        |        |         |  |  |
|----------------------------------------------------|--|-----------------|---------|---------------|--|--------|---------|---------|--|--------|--------|---------|--|--|
|                                               |  | AmesTrue Temper |         | DynamicDesign |  | Total  |
|                                               |  |            |    |          |  |   |    |    |  |   |   |    |
| Balanceas of January  14, 2002, date ofacquisition |  | $               | 6,198   |          |  | $      | — |    |  | $      | 6,198  |    |
| Payments                                           |  |            | (3,424  | )        |  |   | — |    |  |   | (3,424 | )  |
| Balanceas of September  28,2002                    |  |            | 2,774   |          |  |   | — |    |  |   | 2,774  |    |
| Adjustmentsto 2002 reserves (seebelow)             |  |            | 1,730   |          |  |   | — |    |  |   | 1,730  |    |
| 2003exitplans                                      |  |            | — |          |  |   | 434     |    |  |   | 434    |    |
| Payments                                           |  |            | (2,090  | )        |  |   | (434    | )  |  |   | (2,524 | )  |
| Balanceas of September  27,2003                    |  |            | 2,414   |          |  |   | — |    |  |   | 2,414  |    |
| Payments                                           |  |            | (191    | )        |  |   | — |    |  |   | (191   | )  |
| Balanceas of June  27, 2004                        |  | $               | 2,223   |          |  | $      | — |    |  | $      | 2,223  |    |
|                                                    |

Duringthe allocation period, Predecessor Company  I recordedadjustments to the original purchase accounting totaling $1,340 basedon refinement of the original estimated purchase information. Thenature of the adjustments are as follow: increase of restructuringaccruals for severance of $1,730; decrease of self-insurance reservesof $(558); increase in reserves for potential product liability forplastic-rim wheelbarrow tires of $1,617; decrease of prepaid pensionassets for curtailment related to restructuring plans of $(782);decrease of reserves for an employee injury suit of $(745) and otheradjustments of $78. These adjustments have been allocated to thepurchase price of Predecessor Company  II resulting in anincrease to fixed assets.

45

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

6.    Trade Receivables andConcentrations of Credit Risk

Trade receivables are asfollows:

|                               |  |                  |         |                     |  |        |         |         |  |  |
|-------------------------------|--|------------------|---------|---------------------|--|--------|---------|---------|--|--|
|                          |  |             |         | PredecessorCompanyI |
|                          |  | September25,2004 |         | September27,2003    |
| Tradereceivables              |  | $                | 75,634  |                |  | $      | 67,443  |    |
| Allowancefor doubtfulaccounts |  |             | (1,410  | )              |  |   | (2,091  | )  |
| Other salesreserves           |  |             | (16,320 | )              |  |   | (14,329 | )  |
|                          |  | $                | 57,904  |                |  | $      | 51,023  |    |
|                               |

TheCompany operates principally in the United States, and to a lesserextent, in Europe and Canada. The Company performs periodic creditevaluations of its customers' financial condition and generallydoes not require collateral. Credit losses have been withinmanagement's estimates.

The Company's top twocustomers represented approximately 33% and 22% of salesfor the thirteen-week period ended September  25, 2004 andrepresent 45% and 29% of trade receivables atSeptember  25, 2004.

Predecessor Company  I'stop two customers represented approximately 33% and 20%of sales for the thirty-nine week period ended June  27, 2004;approximately 35% and 20% of sales for the fiscal yearended September  27, 2003; and approximately 33% and19% of sales for the period ended September  28, 2002.These customers represent approximately 35% and 24% ofnet trade receivables at September  27, 2003.

PredecessorCompany  II's top two customers represented approximately29% and 15% of sales for the period ended January13, 2002.

7.    Inventories

Inventories are asfollows:

|                               |  |                  |         |                     |  |        |        |         |  |  |
|-------------------------------|--|------------------|---------|---------------------|--|--------|--------|---------|--|--|
|                          |  |             |         | PredecessorCompanyI |
|                          |  | September25,2004 |         | September27,2003    |
| Finishedgoods                 |  | $                | 65,291  |                |  | $      | 51,767 |    |
| Work inprocess                |  |             | 18,729  |                |  |   | 14,812 |    |
| Rawmaterials                  |  |             | 22,595  |                |  |   | 17,764 |    |
|                          |  |             | 106,615 |                |  |   | 84,343 |    |
| Lessallowance forobsolescence |  |             | (8,398  | )              |  |   | (7,292 | )  |
|                          |  | $                | 98,217  |                |  | $      | 77,051 |    |
|                               |

46

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

8.    Property, Plant andEquipment

A summary of property, plant and equipment is asfollows:

|                                 |  |                  |        |                     |  |        |         |         |  |  |
|---------------------------------|--|------------------|--------|---------------------|--|--------|---------|---------|--|--|
|                            |  |             |        | PredecessorCompanyI |
|                            |  | September25,2004 |        | September27,2003    |
| Land andimprovements            |  | $                | 1,965  |                |  | $      | 471     |    |
| Buildingsandimprovements        |  |             | 13,992 |                |  |   | 9,675   |    |
| Machineryandequipment           |  |             | 45,595 |                |  |   | 26,591  |    |
| Furnitureand fixtures           |  |             | 210    |                |  |   | 281     |    |
| Computerhardware                |  |             | 424    |                |  |   | 447     |    |
| Computersoftware                |  |             | 1,686  |                |  |   | 2,054   |    |
| Construction inprogress         |  |             | 2,517  |                |  |   | 3,302   |    |
|                            |  |             | 66,389 |                |  |   | 42,821  |    |
| Lessaccumulateddepreciation     |  |             | (2,712 | )              |  |   | (11,593 | )  |
| Netproperty, plant andequipment |  | $                | 63,677 |                |  | $      | 31,228  |    |
|                                 |

9.    Goodwilland Other Intangibles

In accordance with SFAS No.  142,the Company is required to test goodwill and indefinite livedintangible assets for impairment on at least an annual basis. There canbe no assurance that future impairment tests will not result in acharge to earnings. The cost of other acquired intangible assets,including primarily customer and vendor relationships, covenants not tocompete and employment agreements, is amortized on a straight-linebasis over the estimated lives of 2 to 10 years. Amortization of otherintangibles amounted to $477 for the period ended September  25,2004. The estimated aggregate amortization expense for each of thesucceeding fiscal years is as follows: $1,732 in 2005; $1,807 in 2006;$1,345 in 2007; $1,266 in 2008; $1,079 in 2009 and $5,372thereafter.

The changes in carrying amount of goodwill for theperiod ended September 25, 2004 are asfollows:

|                                                          |  |        |         |        |  |  |
|----------------------------------------------------------|--|--------|---------|--------|--|--|
| Goodwill,after allocations to fair value on June 28,2004 |  | $      | 154,659 |   |
| Currency translationadjustments                          |  |   | 1,904   |   |
| Goodwillat September 25,2004                             |  | $      | 156,563 |   |
|                                                          |

Thefollowing table reflects the components of intangible assets other thangoodwill at September  25,2004:

|                                    |  |                     |        |                         |  |        |         |        |  |  |
|------------------------------------|--|---------------------|--------|-------------------------|--|--------|---------|--------|--|--|
|                               |  | GrossCarryingAmount |        | AccumulatedAmortization |
| Indefinite lived intangibleassets: |  |                |   |                    |  |   |    |   |
| Tradenames                         |  | $                   | 69,690 |                    |  | $      | — |   |
| Finitelived intangibleassets:      |  |                |   |                    |  |   |    |   |
| Technology(patents)                |  |                | 984    |                    |  |   | 68      |   |
| Non-competeagreements              |  |                | 885    |                    |  |   | 99      |   |
| Customerrelationships              |  |                | 11,209 |                    |  |   | 310     |   |
|                               |  |                | 13,078 |                    |  |   | 477     |   |
|                               |  | $                   | 82,768 |                    |  | $      | 477     |   |
|                                    |

47

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

The following table reflects thecomponents of goodwill and intangible assets at September  27,2003:

|                                 |  |                      |        |                         |  |        |         |        |  |  |
|---------------------------------|--|----------------------|--------|-------------------------|--|--------|---------|--------|--|--|
|                            |  | GrossCarrying Amount |        | AccumulatedAmortization |
| **Predecessor CompanyI**        |  |                 |   |                    |  |   |    |   |
| Nonamortizedintangibleassets:   |  |                 |   |                    |  |   |    |   |
| Goodwill                        |  | $                    | 9,810  |                    |  | $      | — |   |
| Tradenames                      |  |                 | 8,450  |                    |  |   | — |   |
|                            |  |                 | 18,260 |                    |  |   | — |   |
| Amortizedintangible assets:     |  |                 |   |                    |  |   |    |   |
| Customerand vendorrelationships |  |                 | 8,250  |                    |  |   | 3,059   |   |
| Covenantsnot tocompete          |  |                 | 2,747  |                    |  |   | 315     |   |
| Employmentagreements            |  |                 | 468    |                    |  |   | 134     |   |
|                            |  |                 | 11,465 |                    |  |   | 3,508   |   |
|                            |  | $                    | 29,725 |                    |  | $      | 3,508   |   |
|                                 |

Thecost of other acquired intangible assets was amortized on astraight-line basis over the estimated lives of 2 to 14 years.Amortization of other intangibles amounted to $3,303 and $3,508 for theperiod ended June  27, 2004 and the fiscal year endedSeptember  27, 2003, respectively.

48

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

10.    Income Taxes

Incomebefore income taxes and the related provision for income taxes consistof thefollowing:

|                                         |  |                              |         |                         |  |                                  |        |                              |  |                            |        |        |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------|--|------------------------------|---------|-------------------------|--|----------------------------------|--------|------------------------------|--|----------------------------|--------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                    |  |                         |         | PredecessorCompany I    |  | PredecessorCompanyII             |
|                                    |  | PeriodendedSeptember 25,2004 |         | Period endedJune27,2004 |  | Fiscal yearendedSeptember27,2003 |        | Period endedSeptember28,2002 |  | Period endedJanuary13,2002 |
| Income before provision forincometaxes: |  |                         |    |                    |  |                             |   |                         |  |                       |   |   |  |   |    |    |  |   |    |    |
| Domestic                                |  | $                            | (12,985 | )                  |  | $                                | 27,482 |                         |  | $                          | 20,991 |   |  | $      | 212     |    |  | $      | (2,700  | )  |
| Foreign                                 |  |                         | 127     |                    |  |                             | 5,827  |                         |  |                       | 6,069  |   |  |   | 2,397   |    |  |   | 1,100   |    |
|                                    |  | $                            | (12,858 | )                  |  | $                                | 33,309 |                         |  | $                          | 27,060 |   |  | $      | 2,609   |    |  | $      | (1,600  | )  |
|                                    |  |                         |    |                    |  |                             |   |                         |  |                       |   |   |  |   |    |    |  |   |    |    |
| Incometax expense(benefit):             |  |                         |    |                    |  |                             |   |                         |  |                       |   |   |  |   |    |    |  |   |    |    |
| Current:                                |  |                         |    |                    |  |                             |   |                         |  |                       |   |   |  |   |    |    |  |   |    |    |
| Federal                                 |  | $                            | (842    | )                  |  | $                                | 6,615  |                         |  | $                          | 7,477  |   |  | $      | 1,480   |    |  | $      | — |    |
| State                                   |  |                         | (103    | )                  |  |                             | 360    |                         |  |                       | 406    |   |  |   | 39      |    |  |   | — |    |
| Foreign                                 |  |                         | (13     | )                  |  |                             | 1,672  |                         |  |                       | 1,256  |   |  |   | 715     |    |  |   | — |    |
|                                    |  |                         | (958    | )                  |  |                             | 8,647  |                         |  |                       | 9,139  |   |  |   | 2,234   |    |  |   | — |    |
|                                    |  |                         |    |                    |  |                             |   |                         |  |                       |   |   |  |   |    |    |  |   |    |    |
| Deferred:                               |  |                         |    |                    |  |                             |   |                         |  |                       |   |   |  |   |    |    |  |   |    |    |
| Federal                                 |  |                         | (3,665  | )                  |  |                             | 3,703  |                         |  |                       | 286    |   |  |   | (1,160  | )  |  |   | 1,200   |    |
| State                                   |  |                         | (415    | )                  |  |                             | 743    |                         |  |                       | 353    |   |  |   | (24     | )  |  |   | — |    |
| Foreign                                 |  |                         | — |                    |  |                             | 835    |                         |  |                       | 717    |   |  |   | — |    |  |   | — |    |
|                                    |  |                         | (4,080  | )                  |  |                             | 5,281  |                         |  |                       | 1,356  |   |  |   | (1,184  | )  |  |   | 1,200   |    |
|                                    |  | $                            | (5,038  | )                  |  | $                                | 13,928 |                         |  | $                          | 10,495 |   |  | $      | 1,050   |    |  | $      | 1,200   |    |
|                                         |

Thereported income tax provisions differ from the amount based on UnitedStates federal income tax rates asfollows:

|                                                 |  |                              |         |                         |  |                                  |         |                              |  |                            |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------|--|------------------------------|---------|-------------------------|--|----------------------------------|---------|------------------------------|--|----------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                            |  |                         |         | PredecessorCompany I    |  | PredecessorCompanyII             |         |
|                                            |  | PeriodendedSeptember 25,2004 |         | Period endedJune27,2004 |  | Fiscal yearendedSeptember27,2003 |         | Period endedSeptember28,2002 |  | Period endedJanuary13,2002 |
|                                            |  |                         |    |                    |  |                             |    |                         |  |                       |    |    |  |   |    |    |  |   |    |    |
| Statutoryfederal income tax benefit(expense)    |  | $                            | 4,372   |                    |  | $                                | (11,658 | )                       |  | $                          | (9,435  | )  |  | $      | (887    | )  |  | $      | 560     |    |
| Stateincome tax expense (net of federalbenefit) |  |                         | 342     |                    |  |                             | (717    | )                       |  |                       | (517    | )  |  |   | — |    |  |   | — |    |
| Nondeductibleother                              |  |                         | (22     | )                  |  |                             | — |                         |  |                       | (50     | )  |  |   | (30     | )  |  |   | — |    |
| Foreignincome taxdifferential                   |  |                         | — |                    |  |                             | (908    | )                       |  |                       | 128     |    |  |   | — |    |  |   | — |    |
| Valuationallowance                              |  |                         | — |                    |  |                             | — |                         |  |                       | — |    |  |   | — |    |  |   | (2,000  | )  |
| Other                                           |  |                         | 346     |                    |  |                             | (645    | )                       |  |                       | (621    | )  |  |   | (133    | )  |  |   | 240     |    |
|                                            |  | $                            | 5,038   |                    |  | $                                | (13,928 | )                       |  | $                          | (10,495 | )  |  | $      | (1,050  | )  |  | $      | (1,200  | )  |
|                                                 |

49

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

The following table sets forththe tax effects of temporary differences that give rise to significantportions of the deferred tax assets andliabilities:

|                                                                   |  |                  |         |                  |  |        |         |         |  |  |
|-------------------------------------------------------------------|--|------------------|---------|------------------|--|--------|---------|---------|--|--|
|                                                              |  | September25,2004 |         | September27,2003 |
| Deferred taxassets:                                               |  |             |    |             |  |   |    |    |
| Accountsreceivable                                                |  | $                | 1,814   |             |  | $      | 1,295   |    |
| Inventories                                                       |  |             | 2,696   |             |  |   | 1,579   |    |
| Accruedliabilities and restructuringexpenses                      |  |             | 8,551   |             |  |   | 8,480   |    |
| Intangibleassets                                                  |  |             | — |             |  |   | 1,190   |    |
| Othernon-currentitems                                             |  |             | 64      |             |  |   | 212     |    |
| Totaldeferred taxassets                                           |  |             | 13,125  |             |  |   | 12,756  |    |
|                                                              |  |             |    |             |  |   |    |    |
| Deferredtax liabilities:                                          |  |             |    |             |  |   |    |    |
| Plant andequipment, principally due to differences indepreciation |  |             | 12,433  |             |  |   | 2,853   |    |
| Deferredrevenue                                                   |  |             | — |             |  |   | 816     |    |
| Pensions                                                          |  |             | — |             |  |   | 8,649   |    |
| Intangibleassets                                                  |  |             | 19,975  |             |  |   | — |    |
| Other currentitems                                                |  |             | 1,387   |             |  |   | 340     |    |
| Other non-currentitems                                            |  |             | 953     |             |  |   | 350     |    |
| Totaldeferred taxliabilities                                      |  |             | 34,748  |             |  |   | 13,008  |    |
| Netdeferred taxliabilities                                        |  | $                | (21,623 | )           |  | $      | (252    | )  |
|                                                                   |

Duringthe period ended September  25, 2004, the period endedJune  27, 2004, the fiscal year ended September  27, 2003and the period ended September 28, 2002, the Company paid income taxesof $1, $8,743, $7,153 and $801, respectively. During the period endedJanuary 13, 2002 the Company received a refund of $35.

11.    Debt Arrangements

On June  28, 2004, inconjunction with the acquisition of the Company, Ames True Temper, Inc.entered into a $215,000 Senior Secured Credit Facility and issued$150,000 of Senior Subordinated Notes in order to finance theacquisition, repay the Company's outstanding debt and pay relatedfees and expenses. The Senior Secured Credit Facility consists of a$75,000 revolving credit facility and a $140,000 term loan.

50

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ATTHolding Co.

Notes to Consolidated Financial Statements(Continued)

Senior Secured CreditFacility

The $215,000 Senior Secured Credit Facility is with asyndicate of banks led by Banc of America Securities LLC. This seniorcredit facility consists of a $75,000 revolving credit facility and a$140,000 term loan B. The revolving credit facility includes a $15,000subfacility for letters of credit and a $15,000 subfacility forswing-line loans. As of September  25, 2004, $6,300 wasoutstanding under our revolving credit facility. Additionally, thecredit agreement allows for the issuance of letters of credit inaccordance with certain terms and conditions as defined in theagreement. The Company had letters of credit outstanding totaling $960at September  25, 2004. The total amount available under therevolving credit facility at September  25, 2004 was $67,740.

The term loan B has been fully drawn as of September 25, 2004 and issubject to repayment according to the scheduled amortization describedbelow, with the final payment of all amounts outstanding, plus accruedinterest, being due on June  28, 2011. The revolving creditfacility will mature on June  28, 2010. The term loan B issubject to quarterly amortization of principal, to be payable in anamount equal to $350, or 0.25% of $140,000 (the initialaggregate term loan B advance) for each of the first 27 quartersfollowing the funding of the term loan B and the remaining sum of$130,550, or 93.25% of the initial aggregate advances, atmaturity.

Advances under the revolving credit facility may bemade, on a revolving basis, up to the full amount of the revolvingcredit facility (subject to compliance with annual clean-downrequirements requiring the aggregate amount outstanding under therevolving credit facility to be maintained at $0, not includingoutstanding unfunded letters of credit, for at least 10 days duringeach consecutive 15 month period) and letters of credit may be issuedup to the sublimit for letters of credit. The Company has complied withthis clean-down requirement during the thirteen-weeks endedSeptember  25, 2004.

The Senior Secured Credit Facilitycontains various affirmative and negative covenants customary forsimilar credit facilities (subject to customary exceptions and certainexisting obligations and liabilities), including, but not limited to,restrictions on: liens; debt (with exceptions); loans, acquisitions,joint ventures and other investments; mergers and consolidations,sales, transfers and other dispositions of property or assets;dividends, distributions, redemptions and other restricted payments;changes in the nature of the Company's business; transactionswith affiliates; prepayment, redemption or repurchase of certain debt;and capital expenditures. In addition, the new Senior Secured CreditFacility will require that the Company meets certain financial covenanttests, including, without limitation, maintenance of a minimum interestcoverage ratio, maintenance of a maximum leverage ratio and maintenanceof a minimum fixed charge coverage ratio. As of September  25,2004, the Company was in compliance with all debt covenants.

Theapplicable interest rate (i) in the case of Term Loan B, is equal toLIBOR plus 2.75% per annum for Eurodollar Rate Loans and Primeplus 1.75% per annum for Base Rate Loans and (ii) in the case ofthe revolving loan facility, swing line loans and letters of credit,the interest rate was LIBOR plus 3.00% for Eurodollar Rate Loansand Prime plus 2.00% per annum for Base Rate Loans based on theCompany's consolidated leverage ratio in accordance with theCredit Agreement. As of September 25, 2004, the weighted averageinterest rate for the Term Loan B was 4.7% and for the revolverwas 6.1%. Annual commitment fees are 0.50% of the unusedportion of the revolving loan facility.

Senior SubordinatedNotes

Ames True Temper, Inc. issued $150,000 of 10%Senior Subordinated Notes due 2012 on June  28, 2004. The notesare unsecured, unsubordinated obligations of Ames True Temper, Inc. andwill rank behind all of its existing and future senior debt, includingborrowings under the Senior Secured Credit Facility and effectivelybehind all of the existing and future liabilities of the subsidiariesof Ames True Temper, Inc., including trade payables. These notes willrank equally with any future senior subordinated debt and ahead of anyfuture debt that expressly provides for its subordination to the notes.ATT Holding 

51

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ATTHolding Co.

Notes to Consolidated Financial Statements(Continued)

Co. guarantees the notes on a seniorsubordinated basis. This guarantee will rank behind all existing andfuture senior debt of ATT Holding Co, including the guarantee of theSenior Secured Credit Facility, equal to all future senior subordinatedindebtedness and ahead of a future debt that expressly provides that itis subordinated to the guarantee.

Total indebtedness is asfollows:

|                                         |  |                  |         |                  |  |        |         |         |  |  |
|-----------------------------------------|--|------------------|---------|------------------|--|--------|---------|---------|--|--|
|                                    |  | September25,2004 |         | September27,2003 |
| Senior Secured CreditFacility:          |  |             |    |             |  |   |    |    |
| Revolving loanfacility, expires2010     |  | $                | 6,300   |             |  | $      | — |    |
| TermLoan B, due2011                     |  |             | 140,000 |             |  |   | — |    |
| Term LoanA                              |  |             | — |             |  |   | 9,882   |    |
| Term LoanB                              |  |             | — |             |  |   | 19,763  |    |
| Revolving loanfacility                  |  |             | — |             |  |   | 1,941   |    |
| 13%Senior Subordinated Notes, due2010   |  |             | — |             |  |   | 47,000  |    |
| 10%Senior Subordinated Notes, due2012   |  |             | 150,000 |             |  |   | — |    |
| Totaldebt                               |  |             | 296,300 |             |  |   | 78,586  |    |
| Less short-termrevolving loanfacilities |  |             | (6,300  | )           |  |   | (1,941  | )  |
| Currentportion of long-termdebt         |  |             | (1,400  | )           |  |   | (13,794 | )  |
| Lessunaccreteddiscount                  |  |             | — |             |  |   | (98     | )  |
| Long-termdebt                           |  | $                | 288,600 |             |  | $      | 62,753  |    |
|                                         |

Futureprincipal payments due on the long-term debt are $1,400 for fiscal2005, $1,400 for fiscal 2006, $1,400 for fiscal 2007, $1,400 for fiscal2008, $1,400 for fiscal 2009 and $283,000 thereafter.

Predecessor Company  I Indebtedness

On January14, 2002, in conjunction with the Ames True Temper acquisition,Predecessor Company I entered into a loan and security agreement withWells Fargo Foothill, the arranger and administrative agent, and agroup of other lenders, consisting of two term loans and a revolvingloan facility. The loan and security agreement was secured bysubstantially all assets of Predecessor Company I. The term loansconsisted of a $13,600 Term Loan A and a $25,000 Term Loan B. Therevolving loan facility provided for up to $115,000 of borrowings.Revolving loan amounts outstanding as of September  27, 2003 were$1,941. Annual fees were 0.50% of the unused portion of therevolving loan facility. The credit agreement allowed for the issuanceof letters of credit in accordance with certain terms and conditions asdefined in the agreement.

Predecessor Company I had letters ofcredit outstanding totaling $1,450 as of September  27, 2003.Borrowings under the Term Loans and revolving loan facility bearinterest at rates based on Prime or LIBOR adjusted by a certainpercentage, as defined by the agreement. Interest on all loans waspayable monthly. Principal payments on Term Loan A were made monthlybeginning July  1, 2002. Principal payments on Term Loan B weremade annually based upon Predecessor Company I cash flows, as defined.The remaining Term Loan B principal was scheduled to be dueJanuary  14, 2005. The weighted-average interest rate incurred onthe credit facility was 10.1% for the fiscal year endedSeptember  27, 2003. These debt instruments were fully repaid onJune  28, 2004 in connection with the sale of the PredecessorCompany I. Predecessor Company I also entered into a SecuritiesPurchase Agreement in the amount of $47,000, under which PredecessorCompany I issued Senior Subordinated Notes. The note purchasersreceived warrants for the purchase of 124,859,393 shares of Class ACommon Stock that were recorded at $124, the estimated fair value ofthe warrants on the date of issuance. The fair value was recorded as adiscount to the Senior Subordinated Notes that was being amortized overthe life of the debt. The notes bore interest at 13% per annumand interest was due quarterly. Required 

52

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ATTHolding Co.

Notes to Consolidated Financial Statements(Continued)

prepayments of $15,667 and related interestwere expected to be due on January  14, 2008 and January14, 2009. The remaining unpaid principal balance and interest wasexpected to be due on January  14, 2010. The notes were securedby substantially all existing assets of Predecessor Company I and weresubordinate to the loan and security agreement with Wells FargoFoothill Corporation. These notes were fully repaid on June  28,2004 in connection with the sale of Predecessor Company I.

Interest payments were approximately $2,004, $7,229, $9,800, $5,100and $0 for the periods ended September  25, 2004 and June27, 2004, the fiscal year ended September  27, 2003 and theperiods ended September 28, 2002 and January 13, 2002,respectively.

12.    Lease Arrangements

The Companyleases certain distribution and production facilities, machinery,computer hardware, computer software, office equipment, and vehiclesunder lease arrangements of varying terms. The most significant leasecommitments involve distribution and production facilities with leaseterms of up to 17 years.

Rental expense for operating leases was$2,496, $6,748, $8,898, $5,999 and $2,900 for the period endedSeptember  25, 2004, the period ended June  27, 2004,fiscal year ended September  27, 2003, the period endedSeptember  28, 2002 and the period ended January  13, 2002,respectively.

Future minimum rental commitments undernoncancelable operating leases as of September  25, 2004 are asfollows:

|                            |  |        |         |        |  |  |
|----------------------------|--|--------|---------|--------|--|--|
| 2005                       |  | $      | 8,333   |   |
| 2006                       |  |   | 7,854   |   |
| 2007                       |  |   | 7,767   |   |
| 2008                       |  |   | 7,562   |   |
| 2009                       |  |   | 7,564   |   |
| Thereafter                 |  |   | 65,969  |   |
| Totalminimum leasepayments |  | $      | 105,049 |   |
|                            |

13.    Pensionand Other Postretirement Benefits

The Company and PredecessorCompany  I have three noncontributory defined benefit planscovering substantially all of its United States employees. The benefitsunder these plans are based primarily on years of credited service andcompensation as defined under the respective plan provisions. TheCompany's funding policy is to contribute amounts to the planssufficient to meet the minimum funding requirements set forth in theEmployee Retirement Income Security Act of 1974, plus such amounts asthe Company may determine to be appropriate from time to time.Effective September  1, 2003, the Retirement Plan for Hourly PaidEmployees of the Kane, Pennsylvania plant and the Retirement Plan forHourly Paid Employees of Ames True Temper, Inc. Elyria Plant weremerged into the Ames True Temper, Inc. Pension Plan. The Company alsosponsors the Supplemental Executive Retirement Plan, which is anonqualified, unfunded plan designed to provide certain seniorexecutives defined pension benefits in excess of the limits definedunder Sections 415 and 401(a)(17) of the Internal Revenue Code. TheCompany also provides healthcare and life insurance benefits forcertain groups of retirees through several plans. The benefits are atfixed amounts per retiree and are partially contributory by theretiree.

The following table provides a reconciliation ofchanges in the projected benefit obligation, fair value of plan assetsand the funded status of the Company's U.S.  qualifieddefined-benefit pension (valuation dates June  26, 2004 andJuly  1, 2003), non-qualified defined-benefit pension, andpostretirement benefit plans with the amounts recognized in theCompany's consolidated balance sheets at September  25,2004 and September  27, 2003:

53

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ATTHolding Co.

Notes to Consolidated Financial Statements(Continued)

|                                                                 |  |                  |         |               |  |                  |         |                  |  |             |         |                  |  |        |         |         |  |        |         |         |  |        |         |         |  |        |
|-----------------------------------------------------------------|--|------------------|---------|---------------|--|------------------|---------|------------------|--|-------------|---------|------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|
|                                                            |  | PensionBenefits  |         | OtherBenefits |
|                                                            |  |             |         | PredecessorI  |  |             |         | PredecessorI     |
|                                                            |  | September25,2004 |         | June27,2004   |  | September27,2003 |         | September25,2004 |  | June27,2004 |         | September27,2003 |
| **Changein projected benefitobligation**                        |  |             |    |          |  |             |    |             |  |        |    |             |  |   |    |    |  |   |    |    |  |   |    |    |  |   |   |   |
| Benefitobligation at beginning ofperiod                         |  | $                | 99,667  |          |  | $                | 89,213  |             |  | $           | 85,851  |             |  | $      | 2,602   |    |  | $      | 2,395   |    |  | $      | 2,400   |    |
| Servicecost                                                     |  |             | 629     |          |  |             | 1,730   |             |  |        | 2,469   |             |  |   | 6       |    |  |   | 19      |    |  |   | 23      |    |
| Interestcost                                                    |  |             | 1,512   |          |  |             | 4,391   |             |  |        | 6,044   |             |  |   | 37      |    |  |   | 116     |    |  |   | 165     |    |
| Curtailment,purchaseaccounting                                  |  |             | 6,825   |          |  |             | — |             |  |        | — |             |  |   | — |    |  |   | — |    |  |   | — |    |
| Curtailment                                                     |  |             | — |          |  |             | — |             |  |        | (782    | )           |  |   | — |    |  |   | — |    |  |   | — |    |
| Assumptionchanges                                               |  |             | — |          |  |             | 5,192   |             |  |        | 4,600   |             |  |   | — |    |  |   | 124     |    |  |   | (11     | )  |
| Amendments                                                      |  |             | — |          |  |             | — |             |  |        | 78      |             |  |   |    |    |  |   |    |    |  |   |    |    |
| Actuarial(gain)loss                                             |  |             | (2,141  | )        |  |             | 4,358   |             |  |        | (3,772  | )           |  |   | (145    | )  |  |   | — |    |  |   | — |    |
| Benefitspaid                                                    |  |             | — |          |  |             | (5,217  | )           |  |        | (5,275  | )           |  |   | (36     | )  |  |   | (52     | )  |  |   | (182    | )  |
| Benefitobligation at end ofperiod                               |  | $                | 106,492 |          |  | $                | 99,667  |             |  | $           | 89,213  |             |  | $      | 2,464   |    |  | $      | 2,602   |    |  | $      | 2,395   |    |
|                                                            |  |             |    |          |  |             |    |             |  |        |    |             |  |   |    |    |  |   |    |    |  |   |    |    |
| **Changein fair value of planassets**                           |  |             |    |          |  |             |    |             |  |        |    |             |  |   |    |    |  |   |    |    |  |   |    |    |
| Fairvalue at beginning ofperiod                                 |  | $                | 104,719 |          |  | $                | 94,641  |             |  | $           | 97,491  |             |  | $      | — |    |  | $      | — |    |  | $      | — |    |
| Actualreturn on planassets                                      |  |             | — |          |  |             | 15,633  |             |  |        | 2,787   |             |  |   | — |    |  |   | — |    |  |   | — |    |
| Employercontributions                                           |  |             | — |          |  |             | 23      |             |  |        | 144     |             |  |   | 36      |    |  |   | 52      |    |  |   | 182     |    |
| Benefitspaid                                                    |  |             | — |          |  |             | (5,217  | )           |  |        | (5,275  | )           |  |   | (36     | )  |  |   | (52     | )  |  |   | (155    | )  |
| Planexpenses                                                    |  |             | — |          |  |             | (361    | )           |  |        | (506    | )           |  |   | — |    |  |   | — |    |  |   | (27     | )  |
| Fairvalue at end ofperiod                                       |  | $                | 104,719 |          |  | $                | 104,719 |             |  | $           | 94,641  |             |  | $      | — |    |  | $      | — |    |  | $      | — |    |
|                                                            |  |             |    |          |  |             |    |             |  |        |    |             |  |   |    |    |  |   |    |    |  |   |    |    |
| **Fundedstatus ofplan**                                         |  |             |    |          |  |             |    |             |  |        |    |             |  |   |    |    |  |   |    |    |  |   |    |    |
| Planassets in excess of (less than) projected benefitobligation |  | $                | (1,773  | )        |  | $                | 5,052   |             |  | $           | 5,428   |             |  | $      | (2,464  | )  |  | $      | (2,602  | )  |  | $      | (2,395  | )  |
| Unrecognizedprior servicecost                                   |  |             | — |          |  |             | 32      |             |  |        | 51      |             |  |   | — |    |  |   | — |    |  |   | — |    |
| Unrecognizednet (gain)loss                                      |  |             | 2,095   |          |  |             | 16,594  |             |  |        | 16,208  |             |  |   | (145    | )  |  |   | 138     |    |  |   | 14      |    |
| Netamountrecognized                                             |  | $                | 322     |          |  | $                | 21,678  |             |  | $           | 21,687  |             |  | $      | (2,609  | )  |  | $      | (2,464  | )  |  | $      | (2,381  | )  |
| **Amountsrecognized in balance sheet consistof**                |  |             |    |          |  |             |    |             |  |        |    |             |  |   |    |    |  |   |    |    |  |   |    |    |
| Prepaidbenefitcost                                              |  | $                | 599     |          |  | $                | 21,825  |             |  | $           | 21,763  |             |  | $      | — |    |  | $      | — |    |  | $      | — |    |
| Accruedbenefitliability                                         |  |             | (277    | )        |  |             | (258    | )           |  |        | (153    | )           |  |   | (2,609  | )  |  |   | (2,464  | )  |  |   | (2,381  | )  |
| Intangibleasset                                                 |  |             | — |          |  |             | 32      |             |  |        | 51      |             |  |   | — |    |  |   | — |    |  |   | — |    |
| Accumulatedother comprehensiveincome                            |  |             | — |          |  |             | 79      |             |  |        | 26      |             |  |   | — |    |  |   | — |    |  |   | — |    |
| Netamountrecognized                                             |  | $                | 322     |          |  | $                | 21,678  |             |  | $           | 21,687  |             |  | $      | (2,609  | )  |  | $      | (2,464  | )  |  | $      | (2,381  | )  |
|                                                                 |

Prepaidpension assets of $247 as of September 25, 2004 consist of: pensionasset (above) $599 and Ireland pension liability of $352. Prepaidpension assets of $22,803 as of June 27, 2004 consist of: pension asset(above) $21,825, intangible asset (above) $32 and Ireland pension assetof $946. Prepaid pension assets of $22,761 as of September  27,2003 consist of: pension asset (above) $21,763, intangible asset(above) $51, and Ireland pension asset of $947.

54

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ATTHolding Co.

Notes to Consolidated Financial Statements(Continued)

The weighted-average assumptions used indetermining the net periodic pension cost for the Company'sdefined benefit and retiree plans, covering employees in the UnitedStates are presentedbelow.

|                             |  |                 |      |               |  |        |      |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------|--|-----------------|------|---------------|--|--------|------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                        |  | PensionBenefits |      | OtherBenefits |
|                        |  | 2004            |      | 2003          |  | 2004   |      | 2003    |
| Discountrate                |  |            | 6.75 | %        |  |   | 7.25 | %  |  |   | 6.75    | %  |  |   | 7.25    | %  |
| Rateof compensationincrease |  |            | 4.00 | %        |  |   | 4.50 | %  |  |   | — |    |  |   | — |    |
| Expectedreturn onassets     |  |            | 9.00 | %        |  |   | 9.00 | %  |  |   | — |    |  |   | — |    |
|                             |

Theweighted-average assumptions used in determining the plan obligationsfor the Company's defined benefit and retiree plans, coveringemployees in the United States, at the measurement dates of June26, 2004 and July  1, 2003 are presentedbelow.

|                             |  |                 |      |               |  |        |      |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------|--|-----------------|------|---------------|--|--------|------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                        |  | PensionBenefits |      | OtherBenefits |
|                        |  | 2004            |      | 2003          |  | 2004   |      | 2003    |
| Discountrate                |  |            | 6.25 | %        |  |   | 6.75 | %  |  |   | 6.25    | %  |  |   | 6.75    | %  |
| Rateof compensationincrease |  |            | 3.50 | %        |  |   | 4.00 | %  |  |   | — |    |  |   | — |    |
|                             |

Theaccumulated benefit obligation for the Company's U.S.defined benefit plans at the measurement dates were $94,461 atJune  26, 2004 and $86,090 at July  1, 2003.

Amountsrecognized in the income statement consistof:

|                                  |  |                             |         |                        |  |                             |         |                        |  |        |         |        |  |        |         |        |  |  |
|----------------------------------|--|-----------------------------|---------|------------------------|--|-----------------------------|---------|------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                             |  | PensionBenefits             |         | OtherBenefits          |
|                             |  | PeriodendedSeptember25,2004 |         | PeriodendedJune27,2004 |  | PeriodendedSeptember25,2004 |         | PeriodendedJune27,2004 |
| Servicecost                      |  | $                           | 629     |                   |  | $                           | 2,091   |                   |  | $      | 6       |   |  | $      | 19      |   |
| Interestcost                     |  |                        | 1,512   |                   |  |                        | 4,391   |                   |  |   | 37      |   |  |   | 116     |   |
| Actual(return) on planassets     |  |                        | — |                   |  |                        | (15,633 | )                 |  |   | — |   |  |   | — |   |
| Asset(loss) gaindeferred         |  |                        | (2,148  | )                 |  |                        | 8,825   |                   |  |   | — |   |  |   | — |   |
| Amortizationof prior servicecost |  |                        | — |                   |  |                        | 19      |                   |  |   | — |   |  |   | — |   |
| Amortizationof unrecognizedloss  |  |                        | — |                   |  |                        | 340     |                   |  |   | — |   |  |   | — |   |
| Netperiodic benefit cost(credit) |  | $                           | (7      | )                 |  | $                           | 33      |                   |  | $      | 43      |   |  | $      | 135     |   |
|                                  |

|                                   |  |                                 |         |                              |  |                                 |         |                             |  |        |         |        |  |        |         |        |  |  |
|-----------------------------------|--|---------------------------------|---------|------------------------------|--|---------------------------------|---------|-----------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                              |  | PensionBenefits                 |         | OtherBenefits                |
|                              |  | FiscalyearendedSeptember27,2003 |         | PeriodendedSeptember28, 2002 |  | FiscalyearendedSeptember27,2003 |         | PeriodendedSeptember28,2002 |
| Servicecost                       |  | $                               | 2,975   |                         |  | $                               | 2,315   |                        |  | $      | 23      |   |  | $      | 22      |   |
| Interestcost                      |  |                            | 6,044   |                         |  |                            | 3,923   |                        |  |   | 165     |   |  |   | 120     |   |
| Actual(return) loss on planassets |  |                            | (2,787  | )                       |  |                            | 2,655   |                        |  |   | — |   |  |   | — |   |
| Asset(loss)deferred               |  |                            | (6,329  | )                       |  |                            | (9,100  | )                      |  |   | — |   |  |   | — |   |
| Amortizationof prior servicecost  |  |                            | 26      |                         |  |                            | — |                        |  |   | — |   |  |   | — |   |
| Amortizationof unrecognizedloss   |  |                            | — |                         |  |                            | — |                        |  |   | — |   |  |   | — |   |
| Netperiodic benefit cost(credit)  |  | $                               | (71     | )                       |  | $                               | (207    | )                      |  | $      | 188     |   |  | $      | 142     |   |
|                                   |

55

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ATTHolding Co.

Notes to Consolidated Financial Statements(Continued)

The Company anticipates makingcontributions of $155 to its retiree plan during the fiscal yearbeginning on September  26, 2004. No contributions areanticipated to be made to the U.S.  defined benefit pensionplan.

The following benefit payments, which reflectexpected future service, as appropriate, are expected to be paid toparticipants in the U.S.  pension and retireeplans:

|                                     |  |                 |        |                        |  |        |     |        |  |  |
|-------------------------------------|--|-----------------|--------|------------------------|--|--------|-----|--------|--|--|
|                                |  | PensionBenefits |        | PostretirementBenefits |
| 2005                                |  | $               | 5,330  |                   |  | $      | 168 |   |
| 2006                                |  |            | 5,462  |                   |  |   | 169 |   |
| 2007                                |  |            | 5,626  |                   |  |   | 169 |   |
| 2008                                |  |            | 5,850  |                   |  |   | 167 |   |
| 2009                                |  |            | 6,009  |                   |  |   | 165 |   |
| Fiveyear period beginningthereafter |  |            | 33,352 |                   |  |   | 872 |   |
|                                     |

TheCompany's Irish subsidiary administers a defined benefit pensionplan. The following table provides a reconciliation of changes in theprojected benefit obligation, fair value of plan assets and the fundedstatus of this pension plan. The measurement date was June  26,2004.

56

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ATTHolding Co.

Notes to Consolidated Financial Statements(Continued)

|                                                    |  |                              |         |                         |  |        |         |         |  |  |
|----------------------------------------------------|--|------------------------------|---------|-------------------------|--|--------|---------|---------|--|--|
|                                               |  | PeriodendedSeptember 25,2004 |         | Period endedJune27,2004 |
| **Change in projectedbenefit obligation**          |  |                         |    |                    |  |   |    |    |
| Benefitobligation at beginning ofperiod            |  | $                            | 5,512   |                    |  | $      | 4,643   |    |
| Servicecost                                        |  |                         | 45      |                    |  |   | 133     |    |
| Interestcost                                       |  |                         | 72      |                    |  |   | 202     |    |
| Assumptionchanges                                  |  |                         | — |                    |  |   | 191     |    |
| Actuarial (gain)loss                               |  |                         | 50      |                    |  |   | (126    | )  |
| Benefitspaid                                       |  |                         | (167    | )                  |  |   | (72     | )  |
| Effect of foreigncurrency                          |  |                         | 46      |                    |  |   | 541     |    |
| Benefitobligation at end ofperiod                  |  | $                            | 5,558   |                    |  | $      | 5,512   |    |
|                                               |  |                         |    |                    |  |   |    |    |
| **Changein fair value of planassets**              |  |                         |    |                    |  |   |    |    |
| Fair value at beginningof period                   |  | $                            | 4,975   |                    |  | $      | 4,085   |    |
| Actualreturn on planassets                         |  |                         | 133     |                    |  |   | 366     |    |
| Employercontributions                              |  |                         | 29      |                    |  |   | 102     |    |
| Planparticipants'contributions                     |  |                         | 5       |                    |  |   | 18      |    |
| Benefitspaid                                       |  |                         | (167    | )                  |  |   | (72     | )  |
| Effect of foreigncurrency                          |  |                         | 42      |                    |  |   | 476     |    |
| Fairvalue at end ofperiod                          |  | $                            | 5,017   |                    |  | $      | 4,975   |    |
|                                               |  |                         |    |                    |  |   |    |    |
| **Fundedstatus of plan**                           |  |                         |    |                    |  |   |    |    |
| Plan assets(less than) projected benefitobligation |  | $                            | (541    | )                  |  | $      | (537    | )  |
| Unrecognizednetloss                                |  |                         | 189     |                    |  |   | 1,483   |    |
| Netamountrecognized                                |  | $                            | (352    | )                  |  | $      | 946     |    |
|                                               |  |                         |    |                    |  |   |    |    |
| **Amountsrecognized in balance sheet consistof**   |  |                         |    |                    |  |   |    |    |
| Prepaid benefitcost                                |  | $                            | — |                    |  | $      | 946     |    |
| Accrued benefitliability                           |  |                         | (352    | )                  |  |   | — |    |
| Netamountrecognized                                |  | $                            | (352    | )                  |  | $      | 946     |    |
|                                                    |

Thepension plan had a projected benefit obligation of $4,643 and a fairvalue of plan assets of $4,085 at September  27, 2003.

Theweighted-average assumptions used in determining the net periodicpension cost for the Irish pension plan for the period ended September25, 2004 are presentedbelow.

|                              |  |        |      |         |  |  |
|------------------------------|--|--------|------|---------|--|--|
| Discountrate                 |  |   | 5.25 | %  |
| Rate of compensationincrease |  |   | 3.75 | %  |
| Expected return onassets     |  |   | 6.50 | %  |
|                              |

The weighted-averageassumptions used in determining the plan obligations for the Irishpension plan are listedbelow.

|                              |  |        |      |         |  |  |
|------------------------------|--|--------|------|---------|--|--|
| Discountrate                 |  |   | 5.25 | %  |
| Rate of compensationincrease |  |   | 3.75 | %  |
|                              |

At the measurementdate of June  26, 2004, the accumulated benefit obligation was$4,578.

57

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ATTHolding Co.

Notes to Consolidated Financial Statements(Continued)

Amounts recognized in the income statementconsistof:

|                               |  |                              |      |                         |  |        |      |         |  |  |
|-------------------------------|--|------------------------------|------|-------------------------|--|--------|------|---------|--|--|
|                          |  | PeriodendedSeptember 25,2004 |      | Period endedJune27,2004 |
| Servicecost                   |  | $                            | 39   |                    |  | $      | 115  |    |
| Interestcost                  |  |                         | 72   |                    |  |   | 202  |    |
| Actual (return) on planassets |  |                         | (133 | )                  |  |   | (365 | )  |
| Asset gaindeferred            |  |                         | 53   |                    |  |   | 144  |    |
| Netperiodic benefitcost       |  | $                            | 31   |                    |  | $      | 96   |    |
|                               |

Netperiodic pension cost for the fiscal year ended September  27,2003 and the period ended September 28, 2002 was $130 and $69,respectively.

The Irish subsidiary anticipates makingcontributions of $136 to the plan during the year beginning onSeptember  26, 2004.

The following benefit payments, whichreflect expected future service, as appropriate, are expected to bepaid to planparticipants:

|                                      |  |        |       |        |  |  |
|--------------------------------------|--|--------|-------|--------|--|--|
| 2005                                 |  | $      | 96    |   |
| 2006                                 |  |   | 101   |   |
| 2007                                 |  |   | 114   |   |
| 2008                                 |  |   | 195   |   |
| 2009                                 |  |   | 249   |   |
| Fiveyear period beginning thereafter |  |   | 1,753 |   |
|                                      |

Thetables above set forth the historical components of net periodicpension cost and a reconciliation of the funded status of the pensionand other postretirement benefit plans for the employees associatedwith the Company and are not necessarily indicative of the amounts tobe recognized by the Company on a prospective basis.

The assetsof the Ames True Temper, Inc. Pension Plan are invested and managed byMellon Bank, which acts as both trustee and administrator. The AmesTrue Temper Benefits Committee meets quarterly to review currentinvestment policy and to monitor Mellon Bank's fund performance.The assets of the plan are invested in a manner consistent with theFiduciary Standards of the Employee Retirement Income Security Act of1974. Investment strategy is based on a rolling time horizon of threeto five years. The investment objective is to achieve the highestpossible return commensurate with the assumed level of risk. Based onkey characteristics such as work force growth, plan maturity, andassets vs. liabilities, a slightly conservative to normal riskportfolio asset mix structure has been adopted.

The assetallocations attributable to the Company's U.S.  pensionplan at June  26, 2004 and the target allocation of plan assetsfor the period beginning June  27, 2004, by asset category, areas follows (as permitted by SFAS No.  132 (revised 2003),Employers' Disclosures about Pensions and Other PostretirementBenefits–an amendment of FASB Statements No.  87, 88, and106, the Company has deferred reporting of this information for itsIrish pension planassets):

|                               |  |                              |    |                                 |  |        |    |         |  |  |
|-------------------------------|--|------------------------------|----|---------------------------------|--|--------|----|---------|--|--|
|                          |  | TargetAllocationJune27, 2004 |    | Percentage ofAssets June26,2004 |
| Domestic equitysecurities     |  |                         | 65 | %                          |  |   | 66 | %  |
| Fixedincomesecurities         |  |                         | 30 | %                          |  |   | 29 | %  |
| Internationalequitysecurities |  |                         | 5  | %                          |  |   | 5  | %  |
|                               |

TheCompany has a defined contribution savings plan that coverssubstantially all of its eligible U.S.  employees. The purpose ofthe plan is generally to provide additional financial security toemployees 

58

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ATTHolding Co.

Notes to Consolidated Financial Statements(Continued)

during retirement. Participants in thesavings plan may elect to contribute, on a pre-tax basis, a certainpercent of their annual earnings with the Company matching a portion ofthese contributions. Expense under the plan related to theCompany's matching contribution was $121, $353, $479 and $325 forthe periods ended September  25, 2004 and June  27,2004,the fiscal year ended September  27, 2003 and the periodended September 28, 2002, respectively.

The Company'sCanadian subsidiary, Garant Inc., operates a group-registeredretirement savings plan. The Company matches 50% of nonunionemployee contributions, up to 3% of an employee's basesalary. The expense related to the plan for the Company for the periodsended September  25, 2004 and June  27, 2004, the fiscalyear ended September  27, 2004 and the period ended September 28,2002 was $21, $40, $66 and $74,respectively.

14.    Pensionand Other Postretirement Benefits – Predecessor Company II

Predecessor Company  II had four noncontributory definedbenefit plans covering substantially all of its United Statesemployees. The benefits under these plans were based primarily on yearsof credited service and compensation as defined under the respectiveplan provisions. Predecessor Company  II's funding policywas to contribute amounts to the plans sufficient to meet the minimumfunding requirements set forth in the Employee Retirement IncomeSecurity Act of 1974, plus such amounts as Predecessor CompanyII determined to be appropriate from time to time. PredecessorCompany  II also provided healthcare and life insurance benefitsfor certain groups of retirees through several plans. These plans werepartially contributory by the retiree.

PredecessorCompany  II also sponsored defined contribution plans.Contributions relating to defined contribution plans were made basedupon the respective plans' provisions.

The assumptionsused for the Predecessor Company  II's defined benefitplans during the period ended June 13, 2002 covering employees in theUnited States are presentedbelow:

|                              |  |                 |        |               |  |        |         |         |  |  |
|------------------------------|--|-----------------|--------|---------------|--|--------|---------|---------|--|--|
|                         |  | PensionBenefits |        | OtherBenefits |
|                         |  | 2002            |        | 2002          |
| Weighted-averageassumptions: |  |            |   |          |  |   |    |    |
| Discountrate                 |  |            | 7.50   | %        |  |   | 7.50    | %  |
| Rateof compensationincrease  |  |            | 4.50   | %        |  |   | — |    |
| Expectedreturn onassets      |  |            | 9.50   | %        |  |   | — |    |
|                              |

Amountsrecognized in the income statement consistof:

|                                              |  |                 |         |               |  |        |         |         |  |  |
|----------------------------------------------|--|-----------------|---------|---------------|--|--------|---------|---------|--|--|
|                                         |  | PensionBenefits |         | OtherBenefits |
|                                         |  | 2002            |         | 2002          |
|                                         |  |            |    |          |  |   |    |    |
| Servicecost                                  |  | $               | 3,500   |          |  | $      | — |    |
| Interestcost                                 |  |            | 6,400   |          |  |   | 200     |    |
| Actual (return) onplanassets                 |  |            | (17,500 | )        |  |   | — |    |
| Amortizationof prior servicecost             |  |            | 900     |          |  |   | — |    |
| Amortization ofunrecognized transitionassets |  |            | (100    | )        |  |   | — |    |
| Curtailment                                  |  |            | — |          |  |   | (200    | )  |
|                                         |  | $               | (6,800  | )        |  | $      | — |    |
|                                              |

15.    Stock-BasedCompensation — Predecessor Company II

The PredecessorCompany  II did not have stock-based compensation plans separatefrom USI; however, the Predecessor Company  II did participate inUSI's stock-based compensation plans. 

59

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ATTHolding Co.

Notes to Consolidated Financial Statements(Continued)

Consistent with USI, the PredecessorCompany  II accounted for participation in these plans inaccordance with APB Opinion No.  25, Accounting for StockIssued to Employees.

Certain key employees of thePredecessor Company  II participated in stock incentive plans ofUSI that provided for awards of restricted stock and options topurchase USI common stock at prices equal to the fair value of theunderlying shares at the date of grant. Any options that were notvested as of the date of the sale of the Predecessor Company wereforfeited. The Predecessor Company  II has elected to not presentany of the pro-forma net income disclosures under SFAS No.  123,Accounting for Stock-Based Compensation, as such amount wouldnot differ materially from the Predecessor Company  II'sreported results of operations for the period ended January  13,2002.

16.    Stockholders' Equity

OnJune  28, 2004,  CHATT Holdings Inc. purchased 726,556shares of Class A Common Stock, 124,859 warrants to purchase shares ofClass A Common Stock, 267,448 shares of Class B Common Stock and 62,495shares of Series A Preferred Stock, which constituted all of theoutstanding securities of ATT Holding Co. There were no changes to thelegal composition of these equity securities. The number of authorizedshares of ATT Holding Co. remained unchanged as a result of the sale ofthe Company.

Series A Preferred Stock

The Company isauthorized to issue 100,000 shares of Series A Preferred Stock at a parvalue of $0.0001. There were 62,495 shares issued and outstanding as ofSeptember  25, 2004 and September  27, 2003. Dividends oneach share of the Series A Preferred Stock were accrued on a dailybasis at the rate of 10% per annum of the Liquidation Valuethereof plus all accumulated and unpaid dividends thereon from andincluding the date of issuance of such share to and including the firstto occur of (i) the date on which the Liquidation Value of such share(plus all accrued and unpaid dividends thereon) is paid to the holderthereof in connection with the liquidation of the Company or theredemption of such share by the Company or (ii) the date on which suchshare is otherwise acquired by the Company. Predecessor CompanyI had $11,203 accumulated and unpaid dividends as of September27, 2003. Predecessor Company  I had $16,925 accumulated andunpaid dividends as of June  27, 2004, which were paid out onJune  28, 2004, the day of sale. The Company had $1,577accumulated and unpaid dividends as of September  25, 2004.

Upon any liquidation, dissolution or winding up of the Company, eachholder of Series A Preferred Stock shall be entitled to be paid, beforeany distribution or payment is made upon any Junior Securities, anamount in cash equal to the aggregate Liquidation Value of all sharesheld by such holder plus all accrued and unpaid dividends thereon, andthe holders of Series A Preferred Stock shall not be entitled to anyfurther payment. The aggregate Liquidation Preference was $62,495 as ofSeptember  27, 2003 and June  27, 2004, which was paid toshareholders on June  28, 2004, the day of sale. The aggregateLiquidation Preference was $62,495 as of September  25, 2004,which excludes any accumulated dividends. The Series A Preferred Stockhas no voting rights.

Class A and B Common Stock

TheCompany is authorized to issue 1,600,000 shares of Class A Common Stockat a par value of $0.0001. There were 726,556 and 726,706 shares issuedand outstanding as of September  25, 2004 and September27, 2003, respectively.

The Company is authorized to issue300,000 shares of Class B Common Stock at a par value of $0.0001. Therewere 267,448 shares issued and outstanding as of September  25,2004 and September  27, 2003.

Class A Common Stock andClass B Common Stock shall be entitled to one vote for each share. Withrespect to the election of the Board of Directors, the holders ofshares of Class B Common Stock shall 

60

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ATTHolding Co.

Notes to Consolidated Financial Statements(Continued)

have that number of votes equal to thelesser of (i) the number of shares outstanding or (ii) 29.99% ofthe voting power of the Company. With respect to the election of theBoard of Directors, the holders of shares of Common Stock excludingClass B Common Stock shall have the number of votes equal to thegreater of (i) the number of shares outstanding or (ii) 70.01%of the voting power of the Company.

Warrants

Inconjunction with the issuance of the $47,000 Senior Subordinated Noteson January 14, 2002, Predecessor Company  I issued warrants topurchase 124,859 shares of Class A Common Stock at a price equal to$.01 per share. The warrants were exercisable at any time prior toJanuary  13, 2010. In connection with the sale of the PredecessorCompany  I, CHATT Holdings Inc. purchased the warrants topurchase Class A Common Stock on June  28, 2004. These warrantswere outstanding at September 25, 2004.

17.    SegmentInformation

The Company's operations are classified intoone business segment. These operations are conducted primarily in theUnited States, and to a lesser extent, in Canada and Ireland. Thefollowing table presents certain data by geographicareas:

|                                    |  |                    |         |          |  |                           |        |        |  |        |         |         |  |  |
|------------------------------------|--|--------------------|---------|----------|--|---------------------------|--------|--------|--|--------|---------|---------|--|--|
|                               |  | IdentifiableAssets |         | NetSales |  | EarningsBeforeIncomeTaxes |
| **Period endedSeptember  25,2004** |  |               |    |     |  |                      |   |   |  |   |    |    |
| UnitedStates                       |  | $                  | 410,801 |     |  | $                         | 71,054 |   |  | $      | (12,981 | )  |
| Europe                             |  |               | 6,432   |     |  |                      | 1,833  |   |  |   | 1       |    |
| Canada                             |  |               | 66,004  |     |  |                      | 10,157 |   |  |   | 122     |    |
| Total                              |  | $                  | 483,237 |     |  | $                         | 83,044 |   |  | $      | (12,858 | )  |
|                                    |

|                                         |  |                    |         |          |  |                           |         |        |  |        |        |        |  |  |
|-----------------------------------------|--|--------------------|---------|----------|--|---------------------------|---------|--------|--|--------|--------|--------|--|--|
|                                    |  | IdentifiableAssets |         | NetSales |  | EarningsBeforeIncomeTaxes |
| **PredecessorI**                        |  |               |    |     |  |                      |    |   |  |   |   |   |
|                                    |  |               |    |     |  |                      |    |   |  |   |   |   |
| **Periodended June  27,2004**           |  |               |    |     |  |                      |    |   |  |   |   |   |
| UnitedStates                            |  | $                  | 251,205 |     |  | $                         | 307,465 |   |  | $      | 27,482 |   |
| Europe                                  |  |               | 5,919   |     |  |                      | 5,405   |   |  |   | 347    |   |
| Canada                                  |  |               | 22,787  |     |  |                      | 42,573  |   |  |   | 5,480  |   |
| Total                                   |  | $                  | 279,911 |     |  | $                         | 355,443 |   |  | $      | 33,309 |   |
|                                    |  |               |    |     |  |                      |    |   |  |   |   |   |
| **Fiscalyear ended September  27,2003** |  |               |    |     |  |                      |    |   |  |   |   |   |
| UnitedStates                            |  | $                  | 200,317 |     |  | $                         | 360,213 |   |  | $      | 20,991 |   |
| Europe                                  |  |               | 5,200   |     |  |                      | 6,741   |   |  |   | 785    |   |
| Canada                                  |  |               | 22,564  |     |  |                      | 40,472  |   |  |   | 5,284  |   |
| Total                                   |  | $                  | 228,081 |     |  | $                         | 407,426 |   |  | $      | 27,060 |   |
|                                         |

61

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ATTHolding Co.

Notes to Consolidated Financial Statements(Continued)

18.    Other (Income) Expense

Other (income) expense consists of thefollowing:

|                             |  |                             |         |                        |  |                                  |         |                             |  |                           |        |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------|--|-----------------------------|---------|------------------------|--|----------------------------------|---------|-----------------------------|--|---------------------------|--------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                        |  |                        |         | PredecessorCompany I   |  | PredecessorCompanyIi             |
|                        |  | PeriodendedSeptember25,2004 |         | PeriodendedJune27,2004 |  | Fiscal yearendedSeptember27,2003 |         | PeriodendedSeptember28,2002 |  | PeriodendedJanuary13,2002 |
| Foreign exchange (gain)loss |  | $                           | (82     | )                 |  | $                                | 71      |                        |  | $                         | (935   | )  |  | $      | — |    |  | $      | — |    |
| Anti-dumpingduties          |  |                        | — |                   |  |                             | — |                        |  |                      | (74    | )  |  |   | — |    |  |   | (2,400  | )  |
| Other                       |  |                        | 46      |                   |  |                             | 128     |                        |  |                      | (56    | )  |  |   | (131    | )  |  |   | — |    |
| Total                       |  | $                           | (36     | )                 |  | $                                | 199     |                        |  | $                         | (1,065 | )  |  | $      | (131    | )  |  | $      | (2,400  | )  |
|                             |

19.    RelatedParty Transactions

The Company entered into a managementagreement with Castle Harlan, Inc., an affiliate of a shareholder, toprovide business and organizational strategy, financial and investmentmanagement, advisory, merchant and investment banking services to theCompany. The Company paid $3,186 at the closing of the acquisition inconnection with one time transaction services in connection with theacquisition. During the period ended September 25, 2004, the Companyrecorded expenses of $362 for the annual management fee, which ispayable in arrears in accordance with the management agreement.

Wind Point Partners, a shareholder, provided certain managementservices to Predecessor Company I. The related agreement provided forannual fees of $800 plus expenses. Fees incurred for the period endedJune 27, 2004, the fiscal year ended September 27, 2003 and the periodended September 28, 2002 were $606, $819 and $586, respectively.

20.    Commitments and Contingencies

The Company isinvolved in lawsuits and claims, including certain environmentalmatters, arising out of the normal course of its business. In theopinion of management, the ultimate amount of liability, if any, underpending litigation will not have a material adverse effect on theCompany's financial position, results of operations or cashflows.

The Company has future minimum purchase obligations androyalty payments under a certain supply contract associated with itsoperations. The future minimum purchases under this contract as ofSeptember  25, 2004 are as follows: $889 for 2005; $1,392 for2006; $1,772 for 2007 and $1,704 for 2008.

21.    SpecialCharges

During the period ended June  27, 2004, theCompany incurred non-capitalizable transaction expenses of $799 relatedto the sale of the Company. The Company incurred $797 in medicalexpenses during the fiscal year ended September  27, 2003, as aresult of an insurance company's refusal to provide stop losscoverage.

62

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Item 9.    CHANGES INAND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE

None

Item 9A.    CONTROLS ANDPROCEDURES

Under the supervision and with the participation ofmanagement, including our principal executive officer and principalfinancial officer, we have evaluated the effectiveness of the designand operation of our disclosure controls and procedures as of the endof the period covered by this report, and based on their evaluation,the principal executive officer and principal financial officer haveconcluded that these controls and procedures are effective. There wereno significant changes in internal controls or in other factors thatcould significantly affect these controls subsequent to the date oftheir evaluation.

Item 9B.    OTHER INFORMATION

None

PART III

Item 10.    DIRECTORS AND EXECUTIVEOFFICERS OF THE REGISTRANT

The following table sets forthcertain information regarding our board of directors, the board ofdirectors of our parent, the board of directors of the buyer and theboard of directors of the buyer parent. In addition, the table setsforth information regarding our executive officers and certain of ourother senior officers. Richard Dell is the sole member of our and ourparent's board ofdirectors.

|                     |  |        |    |          |  |                                                                                                                                                                                                |  |  |  |  |
|---------------------|--|--------|----|----------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExecutiveOfficer    |  | Age    |    | Position |
| RichardDell         |  |   | 58 |     |  | Presidentand Chief Executive Officer; Member of our board of directors, theboard of directors of our parent, the board of directors of the buyerand the board of directors of the buyer parent |
| DuaneGreenly        |  |   | 54 |     |  | Chief OperatingOfficer                                                                                                                                                                         |
| Judy Schuchart      |  |   | 38 |     |  | VicePresident, Finance and Chief FinancialOfficer                                                                                                                                              |
| George Reed, Jr.    |  |   | 50 |     |  | VicePresident, Marketing                                                                                                                                                                       |
| JosephWersosky      |  |   | 46 |     |  | Vice President, NationalSales                                                                                                                                                                  |
| Christopher Frew    |  |   | 39 |     |  | VicePresident, Wholesale, Industrial and InternationalSales                                                                                                                                    |
| Jean Gaudreault     |  |   | 48 |     |  | Presidentand General Manager, Garant (Canada)                                                                                                                                                  |
| ChrisEbling         |  |   | 53 |     |  | Vice President, HumanResources                                                                                                                                                                 |
| Jenny Chih-IChang   |  |   | 45 |     |  | Managing Director, GlobalSourcing                                                                                                                                                              |
| David Avery         |  |   | 45 |     |  | VicePresident, Manufacturing                                                                                                                                                                   |
| WilliamKley         |  |   | 57 |     |  | Director ofMaterials                                                                                                                                                                           |
| ChristopherKline    |  |   | 35 |     |  | Director InformationTechnology                                                                                                                                                                 |
| John K. Castle      |  |   | 64 |     |  | Memberof the board of directors of the buyer parent                                                                                                                                            |
| JustinB. Wender     |  |   | 35 |     |  | Member of the board of directors of thebuyer parent                                                                                                                                            |
| William M.Pruellage |  |   | 31 |     |  | Member of the board of directors of thebuyer parent                                                                                                                                            |
| John E.Morningstar  |  |   | 28 |     |  | Member of the board of directors of thebuyer parent                                                                                                                                            |
| Robert Elman        |  |   | 65 |     |  | Memberof the board of directors of the buyer parent                                                                                                                                            |
| EdwardLeBlanc       |  |   | 58 |     |  | Member of the board of directors of thebuyer parent                                                                                                                                            |
| Kenneth Roman       |  |   | 73 |     |  | Memberof the board of directors of the buyerparent                                                                                                                                             |
|                     |

Richard Dell has been our Presidentand Chief Executive Officer and a member of our board of directorssince acquiring us, in partnership with Duane Greenly and Wind PointPartners, in January 2002 and he has been a member of the board ofdirectors of the buyer parent since June 1, 2004. Prior to hisemployment by our company, he served 27 years with Newell Rubbermaidwhere he began in Sales and Marketing and became President of twodifferent divisions. Prior to leaving Newell Rubbermaid, Mr. Dell wasGroup President. Mr. Dell serves on the board of directors of GanderMountain Company.

63

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Duane Greenly has been our ChiefOperating Officer since acquiring us, in partnership with Richard Delland Wind Point Partners, in January 2002. From 1998 through 2001, Mr.Greenly was President and CEO of Barry Controls, which served theretail, industrial, and OEM markets. From 1996 through 1998, he wasPresident of Morgan Manufacturing. Mr. Greenly has held numerouspositions with Newell Rubbermaid, and was most recently BusinessManager — Window Hardware. Mr. Greenly also held engineering,product development, and operational roles with BF Goodrich andMilliken Textiles.

Judy Schuchart is our Vice President,Finance and Chief Financial Officer. Ms. Schuchart joined True TemperHardware in 1996, before the merger with Ames, as Controller. Sincethat merger, she has served as our Chief Financial Officer. Ms.Schuchart held various financial reporting, budgeting, and treasurypositions with Sprint from 1991 through 1996. From 1988 through 1991,Ms. Schuchart served in a public accounting position with KPMG PeatMarwick. Ms. Schuchart is a licensed CPA in Pennsylvania.

George Reed, Jr. has been our Vice President, Marketing since2003. Prior to joining us, Mr. Reed spent 12 years at Newell Rubbermaidin various sales and marketing roles. Most recently, he spent fouryears at Amerock/Bulldog where he was Vice President of Sales andMarketing. Before joining Newell Rubbermaid, Mr. Reed spent 13 yearswith Warner Electric/Dana Corporation in various sales, marketing,product development, and engineering management positions.

Joseph Wersosky has been our Vice President, National Salessince 1999. Mr. Wersosky joined Garant in 1986, before it was purchasedby Ames in 1991. During his time with us, he has served as Director ofSales — The Home Depot and General Sales Manager for the SouthernRegion.

Christopher Frew is the Vice President,Wholesale, Industrial and International Sales. Mr. Frew joined TrueTemper in 1995 as a Sales Manager, and has served with us as a Directorof Sales, Sales Manager in the Northeast, and International SalesManager.

Jean Gaudreault has been the President andGeneral Manager of Garant Canada since 1996. From 1991 to 1996, Mr.Gaudreault was part owner of Venmar Ventilation where he held theposition of Vice President, Sales & Marketing until the company wassold. From 1980 to 1991, Mr. Gaudreault served in various positionswith Denco Canada, including the last two years with Denco SA inFrance, where he held the position of General Manger, responsible forthe restructuring of operations in France.

Chris Eblinghas been our Vice President, Human Resources since the merger of Amesand True Temper in 2001. Mr. Ebling joined True Temper in 1986 in therole of Employee Relations Representative and progressed throughseveral roles before becoming Vice President of Human Resources in1992. Prior to joining True Temper, Mr. Ebling served in various humanresource positions with Pullman Standard, Capital Products and DonleeIndustries.

Jenny Chih-I Chang has been our ManagingDirector, Global Sourcing since March 2002. Before joining our team,Ms. Chang worked 16 years for Newell Rubbermaid in a number of rolesand in 1990 became General Manager of Newell Rubbermaid's BuyingServices.

David Avery has been our Vice President,Manufacturing since 2002. Mr. Avery joined True Temper Hardware in 1994as plant manager of the Camp Hill facility. Mr. Avery moved up in theorganization taking on successively larger roles including Director ofManufacturing and, after the merger, Vice President of Operations forthe entire corporation. Prior to joining us, Mr. Avery served withFrito-Lay from 1981 to 1992 and Huffy Bicycle from 1992 to 1993.

William Kley has been the Director of Materials since 2003.From 2000 to 2002, Mr. Kley was Director of Global Supply ChainManagement for Southco. Mr. Kley served as Vice President of Logisticsfor the Kendall Division of Tyco International from 1995 to 1999. From1993 to 1994, he served as Director of Materials Management for SaraLee's Aris Isotoner Division and from 1986 to 1993 was Directorof Logistics for Philips Electronics' Lighting Division. Mr. Kleystarted his career in manufacturing and distribution with Johnson &Johnson.

Christopher Kline became our Director ofInformation Technology in 2001. Mr. Kline joined the True TemperApplication Development team in 1995, and performed various InformationTechnology related job functions prior to becoming Director ofInformation Technology. From 1992 to 1995, Mr. Kline served with PerdueFarms and from 1990 to 1992 with IBM in several business applicationdevelopment and support roles.

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John K. Castle is a member of theboard of the directors of the buyer parent. Mr. Castle is Chairman andChief Executive Officer of Castle Harlan. Prior to forming CastleHarlan in 1987, Mr. Castle was President and Chief Executive Officer ofDonaldson, Lufkin & Jenrette, Inc., one of the nation'sleading investment banking firms. At that time, he also served as adirector of the Equitable Life Assurance Society of the U.S. Mr. Castleis a board member of Adobe Air Holdings, Inc., Advanced AccessorySystems, LLC, Wilshire Restaurant Group, Inc., Morton'sRestaurant Group, Inc., Horizon Lines, LLC and various private equitycompanies. Mr. Castle has also been elected to serve as a Life Memberof the Massachusetts Institute of Technology. He has served fortwenty-two years as a trustee of New York Medical College, includingeleven of those years as Chairman of the Board. He is a member of theBoard of the Whitehead Institute for Biomedical Research, and wasFounding Chairman of the Whitehead Board of Associates. He is also amember of The New York Presbyterian Hospital Board of Trustees andChairman of the Columbia-Presbyterian Health Sciences Advisory Council.Mr. Castle received his bachelor's degree from the MassachusettsInstitute of Technology, his MBA as a Baker Scholar with HighDistinction from Harvard, and two Honorary Doctorate degrees of HumaneLetters.

Justin B. Wender is a member of the board ofdirectors of the buyer parent. Mr. Wender is a Managing Director ofCastle Harlan, Inc. Prior to joining Castle Harlan, Inc. in 1993, Mr.Wender worked in the Corporate Finance Group of Merrill Lynch &Co., where he assisted clients with a variety of corporate financematters. He is a board member of Charlie Brown's AcquisitionCorp., McCormick & Schmick Management Group and Morton'sRestaurant Group, Inc. Previously, Mr. Wender was a board member ofStatia Terminals Group, N.V., Land N'Sea Distributing, Inc., MAG Aerospace Industries, Inc. and US SyntheticCorporation. In addition, he currently serves as chair of theInternational Center for the Disabled and is a Trustee of CarletonCollege. Mr. Wender is a Cum Laude graduate of Carleton College andearned an MBA from the Wharton School at the University ofPennsylvania.

William M. Pruellage is a member of theboard of directors of the buyer parent. Mr. Pruellage is a ManagingDirector of Castle Harlan, Inc. Mr. Pruellage is also a board member ofUniversal Compression, Inc., Advanced Accessory Systems, LLC andWilshire Restaurant Group, Inc. Prior to joining Castle Harlan in July1997, Mr. Pruellage worked in the Mergers & Acquisitions group ofMerrill Lynch & Co., where he assisted clients in strategicplanning and corporate mergers. Mr. Pruellage is a Summa Cum Laudegraduate of Georgetown University.

John Morningstar is amember of the board of directors of the buyer parent. Mr. Morningstaris a Vice President of Castle Harlan, Inc. Mr. Morningstar is also aboard member of Associated Packaging Technologies, Inc. Prior tojoining Castle Harlan in July 2000, Mr. Morningstar worked in theRetail Investment Banking department of Merrill Lynch & Co., wherehe assisted clients with corporate finance matters and strategicmergers. Mr. Morningstar graduated from the University of Virginia witha major in Finance.

Robert Elman is a member of the boardof directors of the buyer parent. Mr. Elman served as Chairman andChief Executive Officer of DESA International from its formation in1985 until his retirement in 1999. Mr. Elman, in a leveraged buyout,co-founded DESA Industries in 1969. In 1975, AMCA Internationalacquired DESA Industries and he became a Senior Group Vice Presidentresponsible for the Consumer, Automotive products, Aerospace and FoodPackaging Divisions. Prior to joining DESA, Mr. Elman worked with ITTcorp. and Singer Company in various management positions in the UnitedStates and Europe. He received his Bachelor's Degree inMechanical Engineering from Rensselaer Polytechnic Institute and hisM.B.A. from Harvard Business School.

Edward LeBlanc is amember of the board of directors of the buyer parent. Mr. LeBlanc hasbeen President, Residential and Commercial Division of Kidde, Inc.since 2000. Mr. LeBlanc served as President and CEO of Regent LightingCorporation from 1997 until 2000. Prior to joining Regent, Mr.LeBlanc held a number of positions with Macklanburg-Duncan over a16-year period including President and Chief Operating Officer.

Kenneth Roman is a member of the board of directors of thebuyer parent. Mr. Roman was Executive Vice President of AmericanExpress from 1989 to 1991. Mr. Roman spent 26 years with Ogilvy &Mather Worldwide (and its parent, The Ogilvy Group). Mr. Roman wasChairman and Chief Executive Officer 

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of The Ogilvy Group from 1988 to 1989,Chairman of Ogilvy & Mather Worldwide from 1985 to 1989. Mr.Roman has served on a dozen corporate boards – including CompaqComputer, Brunswick Corp. and Gartner Inc.

Audit CommitteeFinancial Expert

The audit committee of CHATT Holding LLC, thebuyer parent of ATT Holding Co., which we refer to as the AuditCommittee, effectively functions as our audit committee. The AuditCommittee consists of Edward LeBlanc (Chairman), Robert Elman and JohnMorningstar. The Audit Committee of CHATT Holding LLC has determinedthat Mr. LeBlanc is considered an "audit committeefinancial expert", as defined in Section 401 (h) ofRegulation S-K. The Audit Committee has not determined that Mr. LeBlancqualifies as "independent" as defined in thelisting standards of the New York Stock Exchange.

Code ofEthics

The Audit Committee of CHATT Holdings LLC, the buyerparent of ATT Holding Co. has adopted a "code ofethics" applicable to Ames True Temper, Inc. and itsaffiliates. The Audit Committee has established a hotline where, on aconfidential basis, anyone with concerns involving internal controls,accounting or auditing matters, can contact a third-party law firmwithout screening or review by management. A copy of the code of ethicsis included as exhibit 14 to this Form 10-K.

Item11.    EXECUTIVE COMPENSATION

The following table sets forthinformation regarding compensation for the last three fiscal yearsawarded to, earned by or paid to our chief executive officer and ourother four most highly compensated executive officers at the end offiscal2004:

|                                     |  |                    |        |                       |  |          |         |                          |  |                         |         |        |  |        |         |        |  |        |         |        |  |  |
|-------------------------------------|--|--------------------|--------|-----------------------|--|----------|---------|--------------------------|--|-------------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                |  | AnnualCompensation |        | Long-TermCompensation |  |
| Nameand PrincipalPosition           |  | Year               |        | Salary($)             |  | Bonus($) |         | RestrictedStockAwards($) |  | AllOtherCompensation($) |
| RichardDell                         |  |               | 2004   |                  |  |     | 448,053 |                     |  |                    | 223,961 |   |  |   | — |   |  |   | — |   |
| Presidentand Chief ExecutiveOfficer |  |               | 2003   |                  |  |     | 432,471 |                     |  |                    | 145,606 |   |  |   | — |   |  |   | — |   |
|                                |  |               | 2002   |                  |  |     | 298,846 |                     |  |                    | 197,233 |   |  |   | — |   |  |   | — |   |
|                                |  |               |   |                  |  |     |    |                     |  |                    |    |   |  |   |    |   |  |   |    |   |
| DuaneGreenly                        |  |               | 2004   |                  |  |     | 240,759 |                     |  |                    | 166,610 |   |  |   | — |   |  |   | — |   |
| ChiefOperatingOfficer               |  |               | 2003   |                  |  |     | 231,681 |                     |  |                    | 78,003  |   |  |   | — |   |  |   | — |   |
|                                |  |               | 2002   |                  |  |     | 160,096 |                     |  |                    | 105,661 |   |  |   | — |   |  |   | — |   |
|                                |  |               |   |                  |  |     |    |                     |  |                    |    |   |  |   |    |   |  |   |    |   |
| JudySchuchart                       |  |               | 2004   |                  |  |     | 177,936 |                     |  |                    | 239,229 |   |  |   | — |   |  |   | — |   |
| VicePresident, Financeand           |  |               | 2003   |                  |  |     | 169,899 |                     |  |                    | 57,202  |   |  |   | — |   |  |   | — |   |
| ChiefFinancialOfficer               |  |               | 2002   |                  |  |     | 152,313 |                     |  |                    | 100,524 |   |  |   | — |   |  |   | — |   |
|                                |  |               |   |                  |  |     |    |                     |  |                    |    |   |  |   |    |   |  |   |    |   |
| GeorgeReed,Jr.(1)                   |  |               | 2004   |                  |  |     | 180,152 |                     |  |                    | 34,221  |   |  |   | — |   |  |   | — |   |
| VicePresident,Marketing             |  |               | 2003   |                  |  |     | 94,231  |                     |  |                    | 16,962  |   |  |   | — |   |  |   | — |   |
|                                |  |               | 2002   |                  |  |     |    |                     |  |                    |    |   |  |   | — |   |  |   | — |   |
|                                |  |               |   |                  |  |     |    |                     |  |                    |    |   |  |   |    |   |  |   |    |   |
| JosephWersosky                      |  |               | 2004   |                  |  |     | 161,876 |                     |  |                    | 37,663  |   |  |   | — |   |  |   | — |   |
| VicePresident, NationalSales        |  |               | 2003   |                  |  |     | 157,301 |                     |  |                    | 28,316  |   |  |   | — |   |  |   | — |   |
|                                |  |               | 2002   |                  |  |     | 138,662 |                     |  |                    | 51,766  |   |  |   | — |   |  |   | — |   |
|                                     |

|  |
|--|
|  |  |
|  |

|     |                                           |
|-----|-------------------------------------------|
| (1) | Mr.Reed joined our company in March 2003. |

Compensation ofDirectors

Board members who are not employees of Ames TrueTemper or Castle Harlan receive an annual retainer of $35,000. Allmembers of our and our parents' boards of directors will bereimbursed for actual expenses incurred in connection with attendanceat meetings of the respective boards on which they serve and ofcommittees thereof.

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Compensation Committee Interlocks andInsider Participation

Other than Messrs. Castle, Wender,Pruellage and Morningstar, there are no compensation committeeinterlocks (i.e., no executive officer of either the issuer or ourparent serves as a member of the board or the compensation committee ofanother entity which has an executive officer serving on the board ofeither the issuer or our parent or on the compensation committeethereof).

Employment Agreements

We have employmentagreements with Richard Dell, Duane Greenly, Judy Schuchart, George T.Reed and Joseph Wersosky. The term of each executive's agreementis three years and will be automatically renewed for consecutiveone-year periods, unless within 60 days prior to the expiration of theemployment term, either party to the agreement provides notice of itselection to terminate the agreement. Mr. Dell's annual basesalary is $449,904, Mr. Greenly's is $241,020, Ms.Schuchart's is $180,180, Mr. Reed's is $180,250, and Mr.Wersosky's is $158,100. Their agreements provide that their basesalary is subject to increase from time to time, solely at ourdiscretion. During the employment period, each executive is eligible toreceive a cash bonus based on the achievement of budgeted performancegoals, as well as additional bonuses based on the achievement ofperformance goals and objectives approved by the buyer parent'sboard of directors. Each executive is eligible to receive employeebenefits comparable to the benefits provided to our other seniorexecutive officers and to the benefits provided to him or herimmediately prior to the date of his or her agreement and will bereimbursed by us for any business expenses reasonably incurred.

With respect to each of the executives, in the event of atermination of employment by reason of death or"permanentdisability," as defined in the agreements, by us for"duecause," as defined in the agreements, or by the executivevoluntarily, we will have no further obligation to the executive (orthe executive's estate) except for salary and benefits accruedthrough the termination date. In the case of a termination based onpermanent disability, the executive will also be entitled to anybenefits provided under our disability insurance policy. If theexecutive is terminated by us without due cause or if he or sheterminates employment forgoodreason," as defined in the agreements for the periodspecified in the applicable executive's employment agreement,then the executive will be entitled to receive as severance pay his orher base salary and benefits for the period specified in the applicableexecutive's employment agreement, payable at our regular payrollintervals. If the executive obtains employment at any time during theseverance period, our severance obligations will be reduced by theamount of compensation or benefits received by the executive under hisor her new employment arrangement. For two years after the terminationof employment, each executive will be subject to a non-competition andnon-solicitation restriction.

Employment Plans

Retirement Plans

Effective January 14, 2002, we establishedthe Ames True Temper, Inc. Pension Plan and Trust which we refer to asthe pension plan. Assets necessary to fund the pension plan weretransferred from the Lawn and Garden Pension Plan, formerly known asthe USI Group Pension Plan, which we refer to as the lawn and gardenplan, the Predecessor Company II plan in which our employeesparticipated. Accumulated years of benefit service under the lawn andgarden plan are included in the benefit formula of the pension plan,which generally covers employees who have completed either one year ofservice or one hour of service, depending upon his or her location ofemployment.

Subject to certain exceptions, most hourly employeeswill receive a pension at normal retirement age (which is generally thelater of age 65 and the completion of five years of service) equal tothe product of his or her years of benefit service and the applicablemultiplier, subject to offset in certain instances for payments thatare required by law (other than social security payments). Theapplicable multiplier is generally between $11.00 and $37.50, but willvary depending upon, among other things, the employee's worklocation, years of benefit service and the date the employee lastworked for the company. Eligible salaried employees and certain otherhourly employees are entitled to a pension at the normal retirement

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age of 65 equal to 1.20% of averagemonthly compensation, as defined below, up to the social securityintegration level times years of benefit service, plus 1.85% ofaverage monthly compensation, in excess of the social securityintegration level times years of benefit service, up to a total of 30years of benefit service. "Average monthlycompensation" is the highest average monthly salaryreceived in any 60 consecutive months in the last 120 months."Compensation" includes all wages paid by us,including bonuses, severance pay up to six months, before-taxcontributions made to the Ames True Temper, Inc. Retirement Savings andInvestment Plan and salary reduction contributions to any Section 125Plan, but excludes income realized under any incentive plan or stockoption plan, severance pay in excess of six months, welfare benefits,accrued vacation for periods in excess of one year, moving expenses,taxable fringe benefits, reimbursements and other expense allowancesand deferred compensation. This compensation is comparable to the"Annual Compensation" shown in the SummaryCompensation Table. After completing five years of service, an employeewhose employment with the participating company has terminated isentitled to a benefit, as of the employee's normal retirementdate, equal to the benefit earned to the date of termination ofemployment, or an actuarially reduced benefit commencing at any timeafter age 55 or 60, depending upon the employee's work location,if the participant is eligible for early retirement under the pensionplan. Certain death benefits are available to eligible survivingspouses of participants.

Since various laws and regulations setlimits on the amounts allocable to a participant under the pensionplan, we have established the Ames True Temper, Inc. SupplementalExecutive Retirement Plan, or SERP. The SERP provides retirementbenefits on an unfunded basis to Messrs. Dell, Greenly, and Reed (whosebenefits under the pension plan would be restricted by the limits) uponretirement from our company of an amount equal to the differencebetween the annual retirement benefits permitted under the pension planand the amount that would have been paid if the limitations imposedwere at a level stated in the SERP rather than the laws andregulations. The limits in the SERP are different for each participant.Benefits under the SERP generally become 100% vested after fiveyears of service, at early retirement, at normal retirement, upondeath, upon disability or upon a "change incontrol", as defined in the SERP.

The amounts setforth in the table are the amounts which would be paid to salariedemployees pursuant to the pension plan and the SERP (for a participantwith no additional limits in the SERP) at a participant's normalretirement age assuming the indicated average annual compensation andthe indicated years of benefit service and assuming that the straightlife annuity form of benefit will be elected and that SERP benefitswill be paid in the form of anannuity.

|          |  |                |         |          |  |          |         |          |  |         |         |          |  |   |         |        |  |   |         |        |  |   |         |        |  |  |
|----------|--|----------------|---------|----------|--|----------|---------|----------|--|---------|---------|----------|--|---|---------|--------|--|---|---------|--------|--|---|---------|--------|--|--|
|     |  | YearsofService |
| Salary   |  | 15Years        |         | 20 Years |  | 25 Years |         | 30 Years |  | 35Years |         | 40 Years |
| $125,000 |  | $              | 30,401  |     |  | $        | 40,534  |     |  | $       | 50,668  |     |  | $ | 60,801  |   |  | $ | 60,801  |   |  | $ | 60,801  |   |
| $150,000 |  | $              | 37,338  |     |  | $        | 49,784  |     |  | $       | 62,230  |     |  | $ | 74,676  |   |  | $ | 74,676  |   |  | $ | 74,676  |   |
| $175,000 |  | $              | 44,276  |     |  | $        | 59,034  |     |  | $       | 73,793  |     |  | $ | 88,551  |   |  | $ | 88,551  |   |  | $ | 88,551  |   |
| $200,000 |  | $              | 51,213  |     |  | $        | 68,284  |     |  | $       | 85,355  |     |  | $ | 102,426 |   |  | $ | 102,426 |   |  | $ | 102,426 |   |
| $225,000 |  | $              | 58,151  |     |  | $        | 77,534  |     |  | $       | 96,918  |     |  | $ | 116,301 |   |  | $ | 116,301 |   |  | $ | 116,301 |   |
| $250,000 |  | $              | 65,088  |     |  | $        | 86,784  |     |  | $       | 108,480 |     |  | $ | 130,176 |   |  | $ | 130,176 |   |  | $ | 130,176 |   |
| $300,000 |  | $              | 78,963  |     |  | $        | 105,284 |     |  | $       | 131,605 |     |  | $ | 157,926 |   |  | $ | 157,926 |   |  | $ | 157,926 |   |
| $350,000 |  | $              | 92,838  |     |  | $        | 123,784 |     |  | $       | 154,730 |     |  | $ | 185,676 |   |  | $ | 185,676 |   |  | $ | 185,676 |   |
| $400,000 |  | $              | 106,713 |     |  | $        | 142,284 |     |  | $       | 177,855 |     |  | $ | 213,426 |   |  | $ | 213,426 |   |  | $ | 213,426 |   |
| $450,000 |  | $              | 120,588 |     |  | $        | 160,784 |     |  | $       | 200,980 |     |  | $ | 241,176 |   |  | $ | 241,176 |   |  | $ | 241,176 |   |
| $500,000 |  | $              | 134,463 |     |  | $        | 179,284 |     |  | $       | 224,105 |     |  | $ | 268,926 |   |  | $ | 268,926 |   |  | $ | 268,926 |   |
| $550,000 |  | $              | 148,338 |     |  | $        | 197,784 |     |  | $       | 247,230 |     |  | $ | 296,676 |   |  | $ | 296,676 |   |  | $ | 296,676 |   |
|          |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                             |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | AtSeptember 25, 2004, Messrs. Dell, Greenly, Reed, and Wersosky and Ms.Schuchart had 2.75, 2.75, 1.58, 5.00, and 8.50 years of benefitservice, respectively |

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Item 12.    SECURITY OWNERSHIPOF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS

All of our issued and outstanding capital stock is heldby our parent. Our parent's capitalization consists of 1,600,000shares of Class A Common Stock, $.0001 par value per share, 300,000shares of Class  B Common Stock, $.0001 par value per share, and100,000 shares of Series A Preferred Stock, $.0001 par value per share.Our parent (ATT Holding Co.) is a direct wholly owned subsidiary ofbuyer (CHATT Holdings, Inc.), and buyer is a direct wholly ownedsubsidiary of buyer parent (CHATT Holdings LLC) and approximately87% and 13%, respectively, of the equity interests ofbuyer parent are owned by CHAMES Holdings I LLC and its affiliates (anaffiliate of Castle Harlan), and certain members of management.

The following table sets forth information with respect to thebeneficial ownership of buyer parent's equity interestsby:

|              |                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------|
| •  | each person who is known byus to beneficially own 5% or more of buyer parent'soutstanding equity; |

|              |                                                 |
|--------------|-------------------------------------------------|
| •  | each memberof buyer parent's board ofdirectors; |

|              |                                                                                                        |
|--------------|--------------------------------------------------------------------------------------------------------|
| •  | each of our executiveofficers named in the table under"Management—SummaryCompensation Table";and |

|              |                                                                                       |
|--------------|---------------------------------------------------------------------------------------|
| •  | all members of buyerparent's board of directors and our executive officers as agroup. |

Beneficial ownership is determined in accordance with therules of the SEC. Accordingly, the following table does not reflectcertain Class B management incentive units of buyer parent that aresubject to vesting. To our knowledge, each of the holders of units ofownership interests listed below has sole voting and investment poweras to the units owned unless otherwise noted. The holders of Class Aunits will not ordinarily have the right to vote on matters to be votedon by unitholders. Holders of Class  A and Class B units willalso have different rights with respect todistributions.

|                                                                              |  |                      |           |                                    |  |                      |        |                                    |  |        |           |        |  |        |        |         |  |  |
|------------------------------------------------------------------------------|--|----------------------|-----------|------------------------------------|--|----------------------|--------|------------------------------------|--|--------|-----------|--------|--|--------|--------|---------|--|--|
| Nameand Address of Beneficial Owner                                          |  | NumberofClass AUnits |           | Percentage ofTotal ClassAUnits (%) |  | Number ofClassBUnits |        | Percentage ofTotal Class BUnits(%) |
| CHAMES Holdings I LLC(1)(2)                                                  |  |                 | 965,064   |                               |  |                 | 87.35  | %                             |  |   | 965,064   |   |  |   | 87.35  | %  |
| JohnK.Castle(1)(3)                                                           |  |                 | 965,064   |                               |  |                 | 87.35  | %                             |  |   | 965,064   |   |  |   | 87.35  | %  |
| RichardDell(1)                                                               |  |                 | 60,398    |                               |  |                 | 5.47   | %                             |  |   | 60,398    |   |  |   | 5.47   | %  |
| DuaneGreenly(1)                                                              |  |                 | 22,706    |                               |  |                 | 2.06   | %                             |  |   | 22,706    |   |  |   | 2.06   | %  |
| JudySchuchart(1)                                                             |  |                 | 11,352    |                               |  |                 | 1.03   | %                             |  |   | 11,352    |   |  |   | 1.03   | %  |
| GeorgeReed,Jr.(1)                                                            |  |                 | 5,282     |                               |  |                 |        | *                             |  |   | 5,282     |   |  |   |        | *  |
| JosephWersosky(1)                                                            |  |                 | 9,068     |                               |  |                 |        | *                             |  |   | 9,068     |   |  |   |        | *  |
| JustinB.Wender(1)                                                            |  |                 | 0         |                               |  |                 |        | *                             |  |   | 0         |   |  |   |        | *  |
| WilliamM.Pruellage(1)                                                        |  |                 | 0         |                               |  |                 |        | *                             |  |   | 0         |   |  |   |        | *  |
| JohnMorningstar(1)                                                           |  |                 | 0         |                               |  |                 |        | *                             |  |   | 0         |   |  |   |        | *  |
| Alldirectors and executive officers as a group (including those listedabove) |  |                 | 1,104,870 |                               |  |                 | 100.00 | %                             |  |   | 1,104,870 |   |  |   | 100.00 | %  |
|                                                                              |

|  |
|--|
|  |  |
|  |

|   |                                                                   |
|---|-------------------------------------------------------------------|
| * | Denotesbeneficial ownership of less than 1% of the class ofunits. |

|     |                                                                                                                                                                                                                                                                                          |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | The address for CHP IV andMessrs. Castle, Morningstar, Pruellage and Wender is c/o Castle Harlan,Inc., 150 East 58th Street, New York, New York 10155. Theaddress for Mr. Dell and our other executive officers named in thetable is 465 Railroad Avenue, Camp Hill, Pennsylvania 17011. |

|     |                                                                                                                                                                                                                                                        |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | CHP IV is the direct parent of CHAMESHoldings I LLC and includes units of ownership interests held byrelated entities and persons, all of which may be deemed to bebeneficially owned by CHP  IV. CHP IV disclaims beneficialownership of these units. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | John K.Castle, a member of buyer parent's board of directors, is thecontrolling stockholder of Castle Harlan Partners IV, G.P., Inc., thegeneral partner of the general partner of CHP IV, the direct parent ofthe buyer parent, and as such may be deemed a beneficial owner of theunits of the buyer parent owned by CHP IV and its affiliates. Mr.Castle disclaims beneficial ownership of all units in excess of hisproportionate partnership share of CHP IV. |

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Item 13.    CERTAIN RELATIONSHIPS ANDRELATED TRANSACTIONS

Management Agreement

On June 28,2004, at the closing of the acquisition, we entered into a managementagreement with Castle Harlan, Inc., as manager, under which CastleHarlan will provide business and organizational strategy, financial andinvestment management, advisory, merchant and investment bankingservices to the buyer parent, the buyer, our parent and us. Ascompensation for those services, we will pay to Castle Harlan (1) forservices rendered during the first year of the term of the agreement, amanagement fee equal to 1.5% of the aggregate equitycontributions made upon closing of the acquisition by CHP IV and itsaffiliates (including their limited partners), payable on June 28,2005, (2) for services rendered during the second year of the term ofthe agreement, a management fee equal to 1.5% of the aggregateequity contributions made on June 28, 2004 by CHP IV and its affiliates(including their limited partners), payable quarterly in advance and(3) for services rendered after the second full year of the agreement,an annual management fee equal to 3.0% of the aggregate equitycontributions made on June 28, 2004 by CHP IV and its affiliates(including their limited partners), payable quarterly in advance. Underthe management agreement, we will also pay Castle Harlan, for servicesrendered in connection with the transactions, a one-time transactionfee, payable on June 28, 2004, equal to 3% of the aggregateequity contributions made on June 28, 2004 by CHP IV and its affiliates(including their limited partners). In addition, if at any time afterthe closing of the acquisition, CHP IV or its affiliates (includingtheir limited partners) make any additional equity contributions to anyof us, our parent, the buyer or the buyer parent, we will pay CastleHarlan an annual management fee equal to 3% of each such equitycontribution. We will also pay or reimburse Castle Harlan for allout-of-pocket fees and expenses incurred by Castle Harlan and anyadvisors, consultants, legal counsel and other professionals engaged byCastle Harlan to assist in the provision of services under themanagement agreement.

The management agreement is for an initialterm expiring December 31, 2011 and is subject to renewal forconsecutive one-year terms unless terminated by Castle Harlan or usupon 90 days' notice prior to the expiration of the initial termor any annual renewal. We also indemnify the manager, its officers,directors and affiliates from any losses or claims suffered by them asa result of services they provide us. Payment of management fees willbe subject to restrictions contained in our senior credit facility.

Management Equity

In connection with the acquisition,certain members of management, including our executive officers, madean equity investment in the aggregate amount of approximately $14.0million in buyer parent, through the exchange of shares of ourparent's capital stock held by management and, in a few cases,certain members of management that did not hold equity in our parentpurchased an equity interest in buyer parent for cash. See Item 11,"ExecutiveCompensation" for a breakdown of equity.

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Item 14.    PRINCIPAL ACCOUNTANT FEESAND SERVICES

The Audit Committee of the Board of Directorsappointed the firm of Ernst & Young LLP, independent registeredpublic accounting firm ("E&Y"), to auditour books, records and accounts for the fiscal year ended September 25,2004.

The Audit Committee preapproves all services rendered byE&Y to us and approves all fees paid to E&Y. The AuditCommittee requires that management obtain the prior approval of theAudit Committee for all audit and permissible non-audit services to beprovided by E&Y. The Audit Committee considers and approvesanticipated audit and permissible non-audit services to be provided byE&Y during the year and estimated fees. The Audit Committee willnot approve non-audit engagements that would violate rules of theSecurities and Exchange Commission or impair the independence ofE&Y.

For the fiscal years ended September 25, 2004 andSeptember 27, 2003, E&Y was paid the following fees for servicesprovidedus:

|                   |  |            |         |            |  |        |         |        |  |  |
|-------------------|--|------------|---------|------------|--|--------|---------|--------|--|--|
|              |  | Fiscal2004 |         | Fiscal2003 |
| AuditFees(1)      |  | $          | 890,705 |       |  | $      | 142,262 |   |
| Audit-RelatedFees |  |       | 60,854  |       |  |   | 22,000  |   |
| Tax Fees(2)       |  |       | 37,097  |       |  |   | 331,271 |   |
| All OtherFees     |  |       | — |       |  |   | — |   |
|                   |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Includesfees for professional services performed by E&Y for the audit ofour annual financial statements and services that are normally providedin connection with statutory and regulatory filings or engagements.During fiscal 2004, E&Y provided certain services in connectionwith our acquisition by affiliates of Castle Harlan which include thefollowing: (1) audits of prior periods, (2) audits of companiesacquired by Predecessor Company I, (3) comfort letters in connectionwith our senior subordinated notes offering and (4) registrationstatements associated with the aforementioned notes. |

|     |                                                                                                                |
|-----|----------------------------------------------------------------------------------------------------------------|
| (2) | For fiscal 2003 and fiscal 2004, tax fees consistprincipally of fees related to tax consulting and compliance. |

71

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PART IV

|               |                                                                |
|---------------|----------------------------------------------------------------|
| Item15.  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES ANDREPORTS ON FORM 8-K |

(a)    The following documents are filedas part of this Form 10-K:

1.    Financial Statements:

A list of the Consolidated Financial Statements, related notes andReport of Independent Accountants is set forth in Item 8 of this reporton Form 10-K.

2.    Financial Statement Schedules:

Schedule II — Valuation and Qualifying Accounts

Allother schedules for which provision is made in the applicableaccounting regulations of the Securities and Exchange Commission arenot required under the related instructions, are inapplicable, are notmaterial, or the information called for thereby is otherwise includedin the financial statements and, therefore, have been omitted.

3.    Index to Exhibits:

Each management contract orcompensatory plan or arrangement filed as an exhibit to this report isidentified in this index to exhibits with a"+" sign following the exhibit number.

|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |        |  |  |  |  |  |  |
|---------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |   |
| 3.1           |  | Certificateof Incorporation of Ames True Temper,Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | A      |
| 3.2           |  | By-laws of Ames TrueTemper, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | A      |
| 3.3           |  | Certificate ofIncorporation of ATT HoldingCo.                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | A      |
| 3.4           |  | By-laws of ATT HoldingCo.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | A      |
| 4.1           |  | Indenture dated as ofJune 28, 2004 among Ames True Temper, Inc., as Issuer, ATT Holding Co.as Guarantor and The Bank of New York, asTrustee                                                                                                                                                                                                                                                                                                                                                        |  | A      |
| 4.2           |  | Form of 10%Senior Subordinated Notes due 2012 (included in Exhibit4.1)                                                                                                                                                                                                                                                                                                                                                                                                                             |  | A      |
| 4.3           |  | Registration RightsAgreement, dated June 28, 2004, among Ames True Temper, Inc., ATTHolding Co. and the InitialPurchasers                                                                                                                                                                                                                                                                                                                                                                          |  | A      |
| 10.1          |  | Stock PurchaseAgreement, dated as of June 21, 2004, by and among ATT Holding Co., theWarrantholders of ATT Holding Co., Windpoint Investors V, L.P., asSellers' Representative, CHATT Holdings LLC, as Buyer Parent, andCHAAT Holdings Inc., asBuyer.                                                                                                                                                                                                                                              |  | B      |
| 10.2          |  | Credit Agreement,dated as of June 28, 2004, by and among Ames True Temper, Inc., ATTHolding Co., the lenders from time to time party thereto (each a"Lender" and collectively, the"Lenders"), Bank of America, N.A., in itscapacity as Administrative Agent, Swing Line Lender and L/C Issuer,General Electric Capital Corporation, as Documentation Agent, WachoviaBank, National Association, as Syndication Agent and Banc of AmericaSecurities LLC, as Sole Lead Arranger and Sole BookManager |  | B      |
| 10.3          |  | Security Agreement,dated as of June 28, 2004, made by Ames True Temper, Inc., the otherpersons listed on the signature pages thereof to Bank of America, N.A.,as Collateral Agent                                                                                                                                                                                                                                                                                                                  |  | B      |
|               |

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|                             |  |                                                                                                                                                                                |  |        |  |  |  |  |  |  |
|-----------------------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
| ExhibitNumber               |  | Description                                                                                                                                                                    |  |   |
| 10.4                        |  | Intellectual PropertySecurity Agreement, dated June 28, 2004, made by the persons listed onthe signature pages thereof in favor of Bank of America, N.A., asCollateral Agent   |  | B      |
| 10.5                        |  | SubsidiaryGuaranty, dated as of June 28, 2004, made by the persons listed on thesignature pages thereof under the caption "SubsidiaryGuarantor" in favor of the SecuredParties |  | B      |
| 10.6                        |  | Charge of Shares inrespect of the shares of True Temper Limited made on June 28, 2004between Ames True Temper, Inc. and Bank of America, N.A., as securitytrustee              |  | B      |
| 10.7+                       |  | Amended and RestatedEmployment Agreement, dated June 28, 2004, between Ames True Temper,Inc. and Richard C.Dell                                                                |  | B      |
| 10.8+                       |  | Amended and RestatedEmployment Agreement, dated June 28, 2004, between Ames True Temper,Inc. and Judy A.Schuchart                                                              |  | B      |
| 10.9+                       |  | Amended andRestated Employment Agreement, dated June 28, 2004, between Ames TrueTemper, Inc. and Duane R.Greenly                                                               |  | B      |
| 10.10+                      |  | Amended andRestated Employment Agreement, dated June 28, 2004, between Ames TrueTemper, Inc. and George Reed,Jr.                                                               |  | B      |
| 10.11+                      |  | Amended and RestatedEmployment Agreement, dated June 28, 2004, between Ames True Temper,Inc. and JosephWersosky                                                                |  | B      |
| 10.12                       |  | ManagementAgreement, dated June 28, 2004, by and among Castle Harlan, Inc., ATTHolding Co., Ames True Temper, Inc. and CHATT HoldingsInc.                                      |  | B      |
| 12.1*                       |  | Statement RegardingComputation of Ratios                                                                                                                                       |  |   |
| 14.1*                       |  | Code ofEthics                                                                                                                                                                  |  |   |
| 21.1                        |  | List of subsidiaries ofthe Company                                                                                                                                             |  | A      |
| 31.1*                       |  | Certification ofChief Executive Officer pursuant to Section 302 of the Sarbanes-OxleyAct of 2002                                                                               |  |   |
| 31.2*                       |  | Certification ofChief Financial Officer pursuant to Section 302 and 404 of theSarbanes-Oxley Act of2002                                                                        |  |   |
| 32.1*                       |  | Certification of ChiefExecutive Officer pursuant to 18 U.S.C. Section  1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act2002                                   |  |   |
| 32.2*                       |  | Certification of ChiefFinancial Officer pursuant to 18 U.S.C. Section  1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act2002                                   |  |   |
| *                           |  | Filedherewith                                                                                                                                                                  |  |   |
|     (A) |  | Previouslyfiled as an exhibit to the Registrants' Registration Statement onForm S-4 (Reg. No. 333-118086) filed with the SEC on August 10,2004.                                |  |   |
|     (B) |  | Previouslyfiled as an exhibit to Amendment No. 1 to the Registrants'Registration Statement on Form S-4 (Reg. No. 333-118086) filed with theSEC on October 7, 2004              |  |   |
|                             |

(b)    Referenceis made to Item 15(a)(3) above.

(c)    Reference is made toItem 15(a)(2) above.

73

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SIGNATURES

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

|                        |  |                                                                                   |  |  |  |  |
|------------------------|--|-----------------------------------------------------------------------------------|--|--|--|--|
|                   |  | AmesTrue Temper, Inc.                                                             |
| Date:December 23, 2004 |  | By: /s/ RichardDell                                                     |
|                   |  |   RichardDell                                                           |
|                   |  |   President and ChiefExecutive Officer  (AuthorizedSignatory) |
|                        |

Pursuant to the requirementsof the Securities Exchange Act of 1934, this report has been signedbelow, by the following persons on behalf of the registrant and in thecapacities and on the datesindicated.

|                                                                      |  |                                                                                                                 |  |  |  |  |
|----------------------------------------------------------------------|--|-----------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Signature                                                            |  | Title                                                                                                           |
|                                                                 |  |                                                                                                            |
| /s/Richard Dell  Richard Dell Dated: December23,2004       |  | Director,President and Chief Executive Officer (Principal ExecutiveOfficer)                                     |
|                                                                 |  |                                                                                                            |
| /s/ JudySchuchart   Judy Schuchart Dated: December23, 2004 |  | Vice President Finance and Chief Financial Officer(Principal Accounting Officer and Principal FinancialOfficer) |
|                                                                 |  |                                                                                                            |
|                                                                      |

74

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SCHEDULE II— VALUATION AND QUALIFYING ACCOUNTS

For the PeriodsEnded September 25, 2004 and June 27, 2004, Fiscal Year Ended September27, 2003, the Periods Ended September 28, 2002 and January 13,2002. (Dollar amounts inthousands)

|                                                  |  |                              |         |                                       |  |            |        |           |  |                         |         |        |  |        |        |         |  |        |        |        |  |  |
|--------------------------------------------------|--|------------------------------|---------|---------------------------------------|--|------------|--------|-----------|--|-------------------------|---------|--------|--|--------|--------|---------|--|--------|--------|--------|--|--|
| Allowancefor doubtful accounts                   |  | Balance atbeginning ofperiod |         | Additions chargedto costs andexpenses |  | Deductions |        | Other (1) |  | Balance atend of period |
| **ATT HoldingCo.**                               |  |                         |    |                                  |  |       |   |      |  |                    |    |   |  |   |   |    |  |   |   |   |
| Periodended September 25,2004                    |  | $                            | — |                                  |  | $          | 66     |      |  | $                       | 449     |   |  | $      | 1,793  |    |  | $      | 1,410  |   |
| **ATTHolding Co. (Predecessor CompanyI)**        |  |                         |    |                                  |  |       |   |      |  |                    |    |   |  |   |   |    |  |   |   |   |
| Periodended June 27,2004                         |  |                         | 2,091   |                                  |  |       | (95    | )    |  |                    | 50      |   |  |   | (51    | )  |  |   | 1,895  |   |
| Fiscalyear ended September 27,2003               |  |                         | 2,559   |                                  |  |       | (3     | )    |  |                    | 1,219   |   |  |   | 754    |    |  |   | 2,091  |   |
| Periodended September 28,2002                    |  |                         | — |                                  |  |       | 182    |      |  |                    | 1,630   |   |  |   | 4,007  |    |  |   | 2,559  |   |
| **AmesTrue Temper Group(Predecessor CompanyII)** |  |                         |    |                                  |  |       |   |      |  |                    |    |   |  |   |   |    |  |   |   |   |
| Periodended January 13,2002                      |  |                         | 1,700   |                                  |  |       | 700    |      |  |                    | — |   |  |   | 200    |    |  |   | 2,600  |   |
|                                                  |

|  |
|--|
|  |  |
|  |

|  |                                                                                           |
|--|-------------------------------------------------------------------------------------------|
|  | (1)Primarily the impact of currency changes as well as acquisitions ofcertain businesses. |

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