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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form10-Q

(Mark one)

|        |  |                                                                                                                                        |
|--------|--|----------------------------------------------------------------------------------------------------------------------------------------|
|   |  | QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended December 25, 2004 |

OR

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |  | TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from                         to                         |

Commission File Number333-118086

AMES TRUE TEMPER, INC.

(Exact name of registrant as specified in itscharter)

|                                                              |  |                                    |  |  |  |  |
|--------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| DELAWARE                                                     |  | 22-2335400                         |
| (State or other jurisdictionofincorporation or organization) |  | (I.R.S.EmployerIdentification No.) |
| 465 Railroad Avenue,Camp Hill, Pennsylvania                  |  | 17011                              |
| (Addressof principal executive offices)                      |  | (ZipCode)                          |
|                                                              |

(717) 737-1500(Registrant's telephone number, including areacode)

NOT APPLICABLE(Former name, formeraddress and former fiscal year, if changed since last report)

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

Indicate by check markwhether the Registrant is an accelerated filer (as defined in Rule12b-2 of the Exchange Act). Yes     No 

As ofFebruary 4, 2005, the Registrant had 1,000 shares of its common stock,$1.00 par value,outstanding.

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ATTHOLDING CO.

INDEX

|                                            |  |                                                                                                                                                                             |        |        |        |        |  |  |  |  |
|--------------------------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--|--|--|--|
| PARTI. FINANCIAL INFORMATION               |  | PageNo.                                                                                                                                                                     |
| Item1.                                     |  | FINANCIALSTATEMENTS                                                                                                                                                         |        |   |   |   |
|                                       |  | CondensedConsolidated Balance Sheets of ATT Holding Co. as of December 25, 2004(unaudited) and as of September 25,2004                                                      |        |   | 1      |   |
|                                       |  | Condensed ConsolidatedStatements of Operations of ATT Holding Co. for the thirteen weekperiods ended December 25, 2004 and December 27, 2003 (Predecessor)— unaudited |        |   | 2      |   |
|                                       |  | CondensedConsolidated Statements of Cash Flows of ATT Holding Co. for thethirteen weeks ended December 25, 2004 and December 27, 2003(Predecessor) —unaudited         |        |   | 3      |   |
|                                       |  | Notes to ConsolidatedCondensed Financial Statements —Unaudited                                                                                                        |        |   | 4      |   |
| Item2.                                     |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OFOPERATIONS                                                                                         |        |   | 11     |   |
| Item3.                                     |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK                                                                                                                   |        |   | 16     |   |
| Item4.                                     |  | CONTROLS ANDPROCEDURES                                                                                                                                                      |        |   | 17     |   |
| **PARTII. OTHER INFORMATION ANDSIGNATURE** |  |                                                                                                                                                                        |   |   |
| Item1.                                     |  | LEGALPROCEEDINGS                                                                                                                                                            |        |   | 18     |   |
| Item2.                                     |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OFPROCEEDS                                                                                                                  |        |   | 18     |   |
| Item3.                                     |  | DEFAULTS UPON SENIORSECURITIES                                                                                                                                              |        |   | 18     |   |
| Item 4.                                    |  | SUBMISSION OF MATTERS TO A VOTE OFSECURITY-HOLDERS                                                                                                                          |        |   | 18     |   |
| Item5.                                     |  | OTHERINFORMATION                                                                                                                                                            |        |   | 18     |   |
| Item6.                                     |  | EXHIBITS                                                                                                                                                                    |        |   | 18     |   |
| SIGNATURE                                  |  |                                                                                                                                                                        | 20     |   |
|                                       |  |                                                                                                                                                                        |        |
|                                            |

----

Item 1.    FinancialStatements

ATT Holding Co. Condensed Consolidated BalanceSheets(InThousands)

|                                              |  |                  |         |                    |  |        |         |         |  |  |
|----------------------------------------------|--|------------------|---------|--------------------|--|--------|---------|---------|--|--|
|                                         |  | December25, 2004 |         | September  25,2004 |
|                                         |  | (unaudited)      |         |               |
| **Assets**                                   |  |             |    |               |  |   |    |    |
| Currentassets:                               |  |             |    |               |  |   |    |    |
| Cash and cashequivalents                     |  | $                | 2,615   |               |  | $      | 1,250   |    |
| Tradereceivables,net                         |  |             | 46,337  |               |  |   | 57,904  |    |
| Inventories                                  |  |             | 113,932 |               |  |   | 98,217  |    |
| Deferredincometaxes                          |  |             | 4,518   |               |  |   | 4,387   |    |
| Prepaidexpenses and other currentassets      |  |             | 8,738   |               |  |   | 6,289   |    |
| Totalcurrentassets                           |  |             | 176,140 |               |  |   | 168,047 |    |
| Property,plant and equipment,net             |  |             | 63,300  |               |  |   | 63,677  |    |
| Pensionasset                                 |  |             | 235     |               |  |   | 247     |    |
| Intangibles,net                              |  |             | 82,131  |               |  |   | 82,291  |    |
| Goodwill                                     |  |             | 158,127 |               |  |   | 156,563 |    |
| Othernoncurrentassets                        |  |             | 12,960  |               |  |   | 12,412  |    |
| Totalassets                                  |  | $                | 492,893 |               |  | $      | 483,237 |    |
| **Liabilitiesand stockholders'equity**       |  |             |    |               |  |   |    |    |
| Currentliabilities:                          |  |             |    |               |  |   |    |    |
| Trade accountspayable                        |  | $                | 34,912  |               |  | $      | 28,926  |    |
| Accruedpayroll and relatedtaxes              |  |             | 3,480   |               |  |   | 3,593   |    |
| Accruedinterestpayable                       |  |             | 8,572   |               |  |   | 4,804   |    |
| Accruedexpenses and other currentliabilities |  |             | 20,769  |               |  |   | 21,881  |    |
| Revolvingloan                                |  |             | 7,100   |               |  |   | 6,300   |    |
| Currentportion of long-termdebt              |  |             | 1,400   |               |  |   | 1,400   |    |
| Totalcurrentliabilities                      |  |             | 76,233  |               |  |   | 66,904  |    |
| Deferredincome taxes                         |  |             | 25,619  |               |  |   | 26,010  |    |
| Long-termdebt                                |  |             | 288,250 |               |  |   | 288,600 |    |
| Otherliabilities                             |  |             | 10,332  |               |  |   | 10,334  |    |
| Totalliabilities                             |  |             | 400,434 |               |  |   | 391,848 |    |
| Stockholders'equity:                         |  |             |    |               |  |   |    |    |
| Preferredstock-SeriesA                       |  |             | — |               |  |   | — |    |
| Commonstock-ClassA                           |  |             | — |               |  |   | — |    |
| Commonstock-ClassB                           |  |             | — |               |  |   | — |    |
| Additionalpaid-incapital                     |  |             | 110,500 |               |  |   | 110,500 |    |
| Predecessorbasisadjustment                   |  |             | (13,539 | )             |  |   | (13,539 | )  |
| Retainedearningsdeficit                      |  |             | (8,940  | )             |  |   | (7,820  | )  |
| Accumulatedother comprehensiveincome         |  |             | 4,438   |               |  |   | 2,248   |    |
| Totalstockholders'equity                     |  |             | 92,459  |               |  |   | 91,389  |    |
| Totalliabilities and stockholders'equity     |  | $                | 492,893 |               |  | $      | 483,237 |    |
|                                              |

Seeaccompanying notes.

1

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ATT Holding Co. Condensed ConsolidatedStatements of Operations(InThousands)

|                                             |  |                                      |        |                                     |  |        |        |         |  |  |
|---------------------------------------------|--|--------------------------------------|--------|-------------------------------------|--|--------|--------|---------|--|--|
|                                        |  |                                 |        | Predecessor                         |
|                                        |  | Thirteenweeks endedDecember 25, 2004 |        | Thirteen weeksendedDecember 27,2003 |
|                                        |  | (unaudited)                          |
| Netsales                                    |  | $                                    | 82,046 |                                |  | $      | 84,415 |    |
| Costof goodssold                            |  |                                 | 60,985 |                                |  |   | 61,714 |    |
| Grossprofit                                 |  |                                 | 21,061 |                                |  |   | 22,701 |    |
| Selling,general, and administrativeexpenses |  |                                 | 16,624 |                                |  |   | 16,693 |    |
| (Gain) losson disposal of fixedassets       |  |                                 | (19    | )                              |  |   | 12     |    |
| Amortization ofintangibleassets             |  |                                 | 414    |                                |  |   | 1,137  |    |
| Operatingincome                             |  |                                 | 4,042  |                                |  |   | 4,859  |    |
| Interestexpense                             |  |                                 | 6,195  |                                |  |   | 2,493  |    |
| Otherincome                                 |  |                                 | (215   | )                              |  |   | (1,948 | )  |
| (Loss)income beforetaxes                    |  |                                 | (1,938 | )                              |  |   | 4,314  |    |
| Incometax (benefit)expense                  |  |                                 | (818   | )                              |  |   | 1,626  |    |
| Net(loss)income                             |  | $                                    | (1,120 | )                              |  | $      | 2,688  |    |
|                                             |

Seeaccompanying notes.

2

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ATT Holding Co. Condensed ConsolidatedStatements of Cash Flows(InThousands)

|                                                                                                 |  |                                      |         |                                     |  |        |         |         |  |  |
|-------------------------------------------------------------------------------------------------|--|--------------------------------------|---------|-------------------------------------|--|--------|---------|---------|--|--|
|                                                                                            |  |                                 |         | Predecessor                         |
|                                                                                            |  | Thirteenweeks endedDecember 25, 2004 |         | Thirteen weeksendedDecember 27,2003 |
|                                                                                            |  | (unaudited)                          |
| **Operatingactivities**                                                                         |  |                                 |    |                                |  |   |    |    |
| Net (loss)income                                                                                |  | $                                    | (1,120  | )                              |  | $      | 2,688   |    |
| Adjustmentsto reconcile net (loss) income to net cash provided by (used in)operatingactivities: |  |                                 |    |                                |  |   |    |    |
| Depreciation ofproperty, plant andequipment                                                     |  |                                 | 2,355   |                                |  |   | 1,930   |    |
| Amortizationof intangibleassets                                                                 |  |                                 | 414     |                                |  |   | 1,137   |    |
| Amortizationof loan fees                                                                        |  |                                 | 559     |                                |  |   | 220     |    |
| Provisionfor deferredtaxes                                                                      |  |                                 | (522    | )                              |  |   | — |    |
| Provisionfor baddebts                                                                           |  |                                 | (2      | )                              |  |   | (122    | )  |
| Noncashinterest expense                                                                         |  |                                 | 86      |                                |  |   | 100     |    |
| (Gain)loss on sale of fixedassets                                                               |  |                                 | (19     | )                              |  |   | 12      |    |
| Changesin assets and liabilities, net of effects ofacquisition:                                 |  |                                 |    |                                |  |   |    |    |
| Accountsreceivable                                                                              |  |                                 | 11,501  |                                |  |   | 533     |    |
| Inventories                                                                                     |  |                                 | (15,715 | )                              |  |   | (19,575 | )  |
| Prepaidexpenses and otherassets                                                                 |  |                                 | (3,544  | )                              |  |   | 496     |    |
| Accountspayable                                                                                 |  |                                 | 5,986   |                                |  |   | 7,309   |    |
| Accruedexpenses                                                                                 |  |                                 | 2,210   |                                |  |   | (1,062  | )  |
| Otherliabilities                                                                                |  |                                 | 310     |                                |  |   | 187     |    |
| Netcash provided by (used in) operatingactivities                                               |  |                                 | 2,499   |                                |  |   | (6,147  | )  |
| **Investingactivities**                                                                         |  |                                 |    |                                |  |   |    |    |
| Acquisition ofbusinesses, net of cashreceived                                                   |  |                                 | (461    | )                              |  |   | (139    | )  |
| Purchase offixedassets                                                                          |  |                                 | (1,435  | )                              |  |   | (1,176  | )  |
| Proceeds fromsale of fixedassets                                                                |  |                                 | 19      |                                |  |   | (12     | )  |
| Netcash used in investingactivities                                                             |  |                                 | (1,877  | )                              |  |   | (1,327  | )  |
| **Financingactivities**                                                                         |  |                                 |    |                                |  |   |    |    |
| Repayments oflong-termdebt                                                                      |  |                                 | (350    | )                              |  |   | (675    | )  |
| Borrowings onrevolver,net                                                                       |  |                                 | 800     |                                |  |   | 7,251   |    |
| Netcash provided by financingactivities                                                         |  |                                 | 450     |                                |  |   | 6,576   |    |
| Effect ofexchange rate changes oncash                                                           |  |                                 | 293     |                                |  |   | 395     |    |
| Increase(decrease) in cash and cashequivalents                                                  |  |                                 | 1,365   |                                |  |   | (503    | )  |
| Cash andcash equivalents at beginning ofperiod                                                  |  |                                 | 1,250   |                                |  |   | 1,688   |    |
| Cashand cash equivalents at end ofperiod                                                        |  | $                                    | 2,615   |                                |  | $      | 1,185   |    |
|                                                                                                 |

Seeaccompanying notes.

3

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ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(unaudited)(Dollars inthousands)

1.    Basis ofPresentation

The accompanying condensed consolidated financialstatements have been prepared in accordance with U.S. generallyaccepted accounting principles for interim financial information and,therefore, do not include all of the information and footnotes requiredby U.S. generally accepted accounting principles for complete annualfinancial statements. The accompanying financial information reflectsall adjustments (consisting only of normal recurring adjustments),which are, in the opinion of management, necessary for a fairpresentation of the results for the interim periods. As our businesshas historically been seasonal, the results of operations for thethirteen-week period ended December  25, 2004 are not necessarilyindicative of the results to be expected for the full fifty-three weekfiscal year ending October 1, 2005. These condensed consolidatedfinancial statements should be read in conjunction with theCompany's consolidated financial statements and notes thereto inthe financial statements for the year ended September 25, 2004, whichis included in the Company's filed Form  10-K.

Theconsolidated balance sheet at September 25, 2004 has been derived fromthe audited consolidated balance sheet at that date but does notinclude all of the information and footnotes required by U.S. generallyaccepted accounting principles for complete financial statements.

All entities and assets owned by ATT Holding Co. subsequent to June27, 2004 are referred to collectively as the"Company." All entities and assets owned byATT Holding Co. prior to June 27, 2004 are referred to collectively asthe "Predecessor."

2.    RecentAccounting Pronouncements

In November 2004, the FASB issuedStatement of Financial Accounting Standards("SFAS") No.  151, InventoryCosts, an amendment of ARB No. 43 Chapter 4.  This Statementamends the guidance in ARB No. 43, Chapter 4, Inventory Pricing,to clarify the accounting for abnormal amounts of idle facilityexpense, freight, handling costs, and wasted material (spoilage). ThisStatement requires that those items be recognized as current-periodcharges regardless of whether they meet the criterion of"so abnormal." as defined in ARB No. 43. Inaddition, this Statement requires that allocation of fixed productionoverheads to the costs of conversion be based on the normal capacity ofthe production facilities.  This statement is effective forinventory costs incurred during fiscal years beginning after June 15,2005. The Company is in the processing of reviewing SFAS  151 andhas not determined the effects on the consolidated financialstatements.

3. Acquisitions

On August  4, 2003,the Predecessor acquired Greenlife, Inc., a Massachusetts corporation,with operations in China. Greenlife is in the business of marketing,selling and distributing non-powered lawn and garden tools andaccessories. The Predecessor established an indemnity escrow accountrelated to the acquisition of $300, which is being held for twoyears.

The purchase price of the acquisition allocated to thefair market value of inventory acquired resulted in an increase in costof goods sold of approximately $90 for the thirteen-weeks endedDecember  27, 2003. That amount represents the manufacturingprofits acquired. This business was acquired to increase thePredecessor's market share and gain access to the operations inChina.

On June  28, 2004, the Company completed the saleof all outstanding common and preferred stock of the Predecessor toaffiliates of Castle Harlan, Inc., a private equity group. CHATTHoldings, Inc., the "buyer", and CHATTHoldings 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 

4

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ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(unaudited)(Dollars inthousands)

held capital stock in the Predecessor, in lieuof cash consideration that they otherwise would have been entitled toreceive in the acquisition. In addition, certain members of managementthat did not hold equity in the Predecessor purchased an equityinterest in the buyer parent for cash.

All acquisitions wereaccounted for using the purchase method. The allocation of the purchaseprice associated with the acquisitions has been determined by theCompany based upon available information and in certain cases issubject to further refinement.

The acquisition of thePredecessor was accounted for as a purchase in accordance with SFASNo.  141, Business Combinations, and Emerging Issues TaskForce (EITF) Issue No. 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 approximately 87%controlling interest in the Company. The remaining approximately13% is accounted for at the continuing stockholders'carryover basis in the Company. An adjustment of $13,539 to record thiseffect is included as a reduction of stockholders' equity underthe caption "Predecessor basis adjustment."The excess of the purchase price over the historical basis of the netassets acquired has been applied to adjust net assets to their fairvalues to the extent of the majority stockholder's approximately87% ownership.

4.    Restructuring and PurchaseAccounting

In connection with the acquisition of thePredecessor on June 28, 2004, the Company began to assess and formulatean exit and restructuring plan that includes reductions of workforce,facility closures and changes in business strategies. This exit andrestructuring plan is intended to increase operating efficiencies. AtJune 28, 2004, the Company recorded a liability of $4,782 related tothe reductions of workforce and facility closures and $4,795 related tochanges in business strategies for a product line. Adjustments will bemade to these reserves as the cost estimates are refined and finalized.The Company expects to complete these plans in the next one to threeyears.

At December 25, 2004, the remaining restructuringreserves of $8,704 were included in accrued expenses and other currentliabilities and other liabilities and relate to portions of the exitplans that are not yet completed. Changes to the restructuring reservesare as follows:

|                                  |  |        |       |         |  |  |
|----------------------------------|--|--------|-------|---------|--|--|
| Balanceas of September  25, 2004 |  | $      | 9,498 |    |
| Accretion of Interest            |  |   | 86    |    |
| Payments                         |  |   | (655  | )  |
| Balance as ofDecember  25, 2004  |  | $      | 8,929 |    |
|                                  |

5.    OtherComprehensive Income

|                                |  |                                    |        |                                    |  |        |        |        |  |  |
|--------------------------------|--|------------------------------------|--------|------------------------------------|--|--------|--------|--------|--|--|
|                           |  | ThirteenweeksendedDecember 25,2004 |        | ThirteenweeksendedDecember 27,2003 |
| Net (loss)income               |  | $                                  | (1,120 | )                             |  | $      | 2,688  |   |
| Othercomprehensiveincome:      |  |                               |   |                               |  |   |   |   |
| Currencytranslation adjustment |  |                               | 2,190  |                               |  |   | 804    |   |
| Comprehensiveincome            |  | $                                  | 1,070  |                               |  | $      | 3,492  |   |
|                                |

5

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ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(unaudited)(Dollars inthousands)

6.    Goodwill and OtherIntangibles

In accordance with SFAS No.  142, Goodwilland Other Intangible Assets, the Company is required to testgoodwill and indefinite lived intangible assets for impairment on atleast an annual basis. There can be no assurance that future impairmenttests will not result in a charge to earnings. There were additions togoodwill during the period ended December 25, 2004, which reflectadditional payments the Company made to third-parties related to theacquisition of the Company. The cost of other acquired intangibleassets, including primarily customer relationships and covenants not tocompete is amortized on a straight-line basis over the estimated livesof 2 to 10 years. Amortization of other intangibles amounted to $414for the period ended December  25, 2004. The estimated aggregateamortization expense for each of the succeeding periods is as follows:$1,318 for the remainder of fiscal 2005; $1,807 in fiscal 2006; $1,345in fiscal 2007; $1,266 in fiscal 2008; $1,079 in fiscal 2009 and $5,439thereafter.

The changes in carrying amount of goodwill for theperiod ended December 25, 2004 are as follows:

|                                  |  |        |         |        |  |  |
|----------------------------------|--|--------|---------|--------|--|--|
| Goodwillat September 25, 2004    |  | $      | 156,563 |   |
| Additions                        |  |   | 466     |   |
| Currency translation adjustments |  |   | 1,098   |   |
| Goodwill at December 25,2004     |  | $      | 158,127 |   |
|                                  |

The followingtable reflects the components of intangible assets other thangoodwill:

|                                   |  |                 |        |                  |  |        |        |         |  |  |
|-----------------------------------|--|-----------------|--------|------------------|--|--------|--------|---------|--|--|
|                              |  | December25,2004 |        | September25,2004 |
| Finite lived intangibleassets:    |  |            |   |             |  |   |   |    |
| Technology(patents)               |  | $               | 984    |             |  | $      | 984    |    |
| Non-competeagreements             |  |            | 888    |             |  |   | 885    |    |
| Customerrelationships             |  |            | 11,273 |             |  |   | 11,209 |    |
|                              |  |            | 13,145 |             |  |   | 13,078 |    |
| Accumulatedamortization:          |  |            |   |             |  |   |   |    |
| Technology(patents)               |  |            | (136   | )           |  |   | (68    | )  |
| Non-competeagreements             |  |            | (199   | )           |  |   | (99    | )  |
| Customerrelationships             |  |            | (556   | )           |  |   | (310   | )  |
|                              |  |            | (891   | )           |  |   | (477   | )  |
| Netfinite lived intangible assets |  |            | 12,254 |             |  |   | 12,601 |    |
| Indefinitelived intangibleassets: |  |            |   |             |  |   |   |    |
| Trade names                       |  | $               | 69,877 |             |  | $      | 69,690 |    |
| Totalintangibles,net              |  | $               | 82,131 |             |  | $      | 82,291 |    |
|                                   |

Onlyamounts of acquired goodwill from acquisitions made by the Predecessorare expected to be deductible for income tax purposes.

6

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ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(unaudited)(Dollars inthousands)

7. Inventories

Inventories are asfollows:

|                                |  |                 |         |                   |  |        |         |         |  |  |
|--------------------------------|--|-----------------|---------|-------------------|--|--------|---------|---------|--|--|
|                           |  | December25,2004 |         | September 25,2004 |
| Finishedgoods                  |  | $               | 76,568  |              |  | $      | 65,291  |    |
| Work inprocess                 |  |            | 19,757  |              |  |   | 18,729  |    |
| Raw materials                  |  |            | 26,471  |              |  |   | 22,595  |    |
|                           |  |            | 122,796 |              |  |   | 106,615 |    |
| Lessallowance for obsolescence |  |            | (8,864  | )            |  |   | (8,398  | )  |
|                           |  | $               | 113,932 |              |  | $      | 98,217  |    |
|                                |

8.    DebtArrangements

On June  28, 2004, in conjunction with theacquisition of the Predecessor, Ames True Temper, Inc., a directwholly-owned subsidiary of the Company, entered into a $215,000 SeniorSecured Credit Facility and issued $150,000 of Senior SubordinatedNotes in order to finance the acquisition, repay thePredecessor's outstanding debt and pay related fees and expenses.The Senior Secured Credit Facility is guaranteed by the Company andeach of existing and future direct and indirect subsidiaries, otherthan any subsidiary that is a "controlled foreigncorporation" under Section 957 of the Internal RevenueCode. The Company and each of the other guarantors granted to thesenior lenders a first priority (subject to certain customaryexceptions) security interest in and liens on all of the respectivepresent and future property and assets to secure all of the obligationsunder the Senior Secured Credit Facility, and any interest rate swap orsimilar agreements with a senior lender under the Senior Secured CreditFacility. The Company also guarantees the Senior Subordinated Notes ona senior subordinated basis. This guarantee ranks behind all existingand future senior debt of the Company, 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.

The Senior Secured CreditFacility consists of a $75,000 revolving credit facility and a $140,000term loan. Amounts outstanding under the revolving credit facility were$7,100 and $6,300 as of December 25, 2004 and September 25, 2004,respectively. The Company had letters of credit outstanding totaling$1,610 and $960 as of December 25, 2004 and September 25, 2004,respectively. The total amount available under the revolving creditfacility at December 25, 2004 and September  25, 2004 was $66,290and $67,740, respectively.

7

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ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(unaudited)(Dollars inthousands)

Total indebtedness is as follows:

|                                          |  |                 |         |                  |  |        |         |         |  |  |
|------------------------------------------|--|-----------------|---------|------------------|--|--------|---------|---------|--|--|
|                                     |  | December25,2004 |         | September25,2004 |
| Senior Secured CreditFacility:           |  |            |    |             |  |   |    |    |
| Revolving loanfacility, expires 2010     |  | $               | 7,100   |             |  | $      | 6,300   |    |
| Term Loan B,due 2011                     |  |            | 139,650 |             |  |   | 140,000 |    |
| 10%Senior Subordinated Notes, due 2012   |  |            | 150,000 |             |  |   | 150,000 |    |
| Totaldebt                                |  |            | 296,750 |             |  |   | 296,300 |    |
| Lessshort-term revolving loan facilities |  |            | (7,100  | )           |  |   | (6,300  | )  |
| Current portion oflong-term debt         |  |            | (1,400  | )           |  |   | (1,400  | )  |
| Long-termdebt                            |  | $               | 288,250 |             |  | $      | 288,600 |    |
|                                          |

TheSenior Secured Credit Facility and the Senior Subordinated Notescontain various affirmative and negative covenants customary forsimilar credit facilities (subject to customary exceptions and certainexisting obligations and liabilities), including, but not limited to,restrictions (with exceptions) on: liens; debt; 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 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 December 25, 2004, theCompany was in compliance with all applicable debt covenants.

Recent Developments

On January 14, 2005, Ames True Temper,Inc. completed the offering of $150,000 Senior Floating Rate Notes (the"Senior Floating Rate Notes") due 2012 in anunregistered offering to qualified institutional buyers in accordancewith Rule 144A under the Securities Act of 1933, as amended, andoutside the United States pursuant to Regulation S under the SecuritiesAct.

The Senior Floating Rate Notes, issued at a 0.5%discount, bear interest at a floating rate per annum, reset quarterly,equal to LIBOR plus 4%. The Senior Floating Rate Notes will payinterest quarterly in cash in arrears on January 15, April  15,July 15 and October 15 of each year, starting on April 15, 2005. TheSenior Floating Rate Notes mature on January 15, 2012, unless earlierredeemed or repurchased, and are subject to the terms and conditionsset forth in the Indenture. The Senior Floating Rate Notes areguaranteed by the Company.

The Notes are unsecured,unsubordinated obligations of Ames True Temper, Inc. They areeffectively subordinated to all existing and future secured debt, tothe extent of the assets securing such debt, including borrowings underthe Senior Secured Credit Facility, pari passu with all future seniorunsecured indebtedness, senior in right of payment to all existing andfuture senior subordinated debt, including the Senior SubordinatedNotes, and effectively behind all of the existing and futureliabilities of Ames True Temper, Inc.'s subsidiaries, includingtrade payables.

On January 14, 2005, simultaneously with thecompletion of the offering of the Senior Floating Rate Notes referredto above, Ames True Temper, Inc. entered into an amendment (the"Amendment") to the terms of the SeniorSecured Credit Facility. As amended, availability under the SeniorSecured Credit Facility is restricted to the lesser of $75.0 millionand the borrowing-base amount, which is equal to (a) 85% of theamount of eligible receivables, plus (b) the lower of (i) 55%

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ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(unaudited)(Dollars inthousands)

of the cost or fair market value of eligibleinventory and (ii) if an inventory appraisal has been performed,80% of the orderly liquidation value of Ames True Temper'sinventory, plus (c) a percentage of eligible equipment or real propertydetermined by Bank of America, N.A., as administrative agent, and notobjected to by the required lenders.

In connection with theissuance of the Senior Floating Rate Notes, on January 11, 2005, AmesTrue Temper, Inc. entered into interest rate swaps (the"Swaps") with Bank of America, N.A. andWachovia Bank, N.A. Pursuant to the Swap with Bank of America, N.A.,which becomes effective on January 17, 2006, Ames True Temper, Inc.will swap 3-month LIBOR rates for fixed interest rates of 4.31%on a notional amount of $100,000 for the period from January 17, 2006through January 15, 2008, $66,667 for the period from January 15, 2008to January 15, 2009 and $33,333 for the period from January 15, 2009through January 15, 2010.

Pursuant to the Swap with WachoviaBank, N.A., effective January 15, 2006, Ames will swap 3 month LIBORrates for fixed interest rates of 4.29% on a notional amount of$50,000 for the period from January 15, 2006 through January 15, 2008,$33,333 million for the period from January 15, 2008 to January 15,2009 and $16,667 for the period from January 15, 2009 through January15, 2010.

The Company will account for the interest rate swapsin accordance with Statement of Financial Accounting Standards("SFAS") No. 133 Accounting for DerivativeInstruments and Hedging Activities, as amended by SFAS No. 138,Accounting for Certain Derivative Instruments and Certain HedgingActivities and SFAS No. 149, Amendment of Statement 133 onDerivative Instruments and Hedging Activities (collectively,"SFAS 133").  SFAS 133 establishesaccounting and reporting standards for derivative instruments andhedging activities.  SFAS 133 requires that all derivatives berecognized as either assets or liabilities at fair value.  TheCompany will account for the swaps as cash flow hedges and will recordchanges in fair value in accumulated other comprehensive income.

9.    Pension and Other Postretirement Benefits

|                                      |  |                     |        |                     |  |              |        |             |  |        |         |        |  |        |         |        |  |  |
|--------------------------------------|--|---------------------|--------|---------------------|--|--------------|--------|-------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                 |  | PensionBenefits     |        | OtherBenefits       |
|                                 |  | Thirteenweeks ended |        | Thirteen weeksended |
|                                 |  | December25,         |        | December 27,        |  | December 25, |        | December27, |
|                                 |  | 2005                |        | 2004                |  | 2005         |        | 2004        |
| ServiceCost                          |  |                | 828    |                |  |         | 748    |        |  |   | 6       |   |  |   | 7       |   |
| InterestCost                         |  |                | 1,606  |                |  |         | 1,553  |        |  |   | 37      |   |  |   | 46      |   |
| Expectedreturn on plan assets        |  |                | (2,465 | )              |  |         | (2,432 | )      |  |   | — |   |  |   | — |   |
| Amortizationof prior service cost    |  |                | 1      |                |  |         | 7      |        |  |   | — |   |  |   | — |   |
| Amortizationof unrecognized net loss |  |                | 68     |                |  |         | 178    |        |  |   | — |   |  |   | — |   |
| Netperiodic benefit cost             |  |                | 38     |                |  |         | 54     |        |  |   | 43      |   |  |   | 53      |   |
|                                      |

EmployerContributions

During the thirteen-week periods ended December25, 2004 and December 27, 2003, the Company contributed $28 and $27,respectively, to its defined benefit pension plan.

During thethirteen-week periods ended December 25, 2004 and December 27, 2003,the Company contributed $76 and $10, respectively, to itspost-retirement benefit plan.

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ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(unaudited)(Dollars inthousands)

10.     Segment Information

TheCompany has operations in the United States, Europe and Canada. Thefollowing is a summary by geographic region:

|                                           |  |          |        |                                  |  |        |        |         |  |  |
|-------------------------------------------|--|----------|--------|----------------------------------|--|--------|--------|---------|--|--|
|                                      |  | NetSales |        | (Loss)Earnings BeforeIncomeTaxes |
| **Thirteen weeks ended December 25,2004** |  |     |   |                             |  |   |   |    |
| United States                             |  | $        | 65,847 |                             |  | $      | (3,728 | )  |
| Europe                                    |  |     | 1,178  |                             |  |   | (20    | )  |
| Canada                                    |  |     | 15,021 |                             |  |   | 1,810  |    |
| Total                                     |  | $        | 82,046 |                             |  | $      | (1,938 | )  |
|                                           |

|                                           |  |          |        |                            |  |        |        |         |  |  |
|-------------------------------------------|--|----------|--------|----------------------------|--|--------|--------|---------|--|--|
|                                      |  | NetSales |        | Earnings BeforeIncomeTaxes |
| **Thirteen weeks ended December 27,2003** |  |     |   |                       |  |   |   |    |
| United States                             |  | $        | 69,996 |                       |  | $      | 2,775  |    |
| Europe                                    |  |     | 1,390  |                       |  |   | (84    | )  |
| Canada                                    |  |     | 13,029 |                       |  |   | 1,623  |    |
| Total                                     |  | $        | 84,415 |                       |  | $      | 4,314  |    |
|                                           |

|              |  |                    |         |                   |  |        |         |        |  |  |
|--------------|--|--------------------|---------|-------------------|--|--------|---------|--------|--|--|
|         |  | IdentifiableAssets |
|         |  | December25,2004    |         | September 25,2004 |
| UnitedStates |  | $                  | 416,575 |              |  | $      | 410,801 |   |
| Europe       |  |               | 6,359   |              |  |   | 6,432   |   |
| Canada       |  |               | 69,959  |              |  |   | 66,004  |   |
| Total        |  | $                  | 492,893 |              |  | $      | 483,237 |   |
|              |

11.    Commitmentsand Contingencies

The Company is involved in lawsuits andclaims, including certain environmental matters, arising out of thenormal course of its business. In the opinion of management, theultimate amount of liability, if any, under pending litigation will nothave a material adverse effect on the Company's financialposition, results of operations or cashflows.

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|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| Item2.  | MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |

The following discussion relates to the consolidatedfinancial performance and results of operations of our parent, ATTHolding Co. A separate discussion for Ames True Temper, Inc. is notpresented since our parent has no operations or assets separate fromits investment in Ames True Temper, Inc. and since the SeniorSubordinated Notes and the Senior Floating Rate Notes are guaranteed byour parent. The following discussion of our parent's results ofoperations and financial condition should be read in conjunction withour financial statements and notes thereto included elsewhere in thisForm 10-Q. This Form 10-Q contains forward-looking statements. Allstatements 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, the following: our liquidity and capitalresources; sales levels to existing and new customers; increasedconcentration of our customers; seasonality and adverse weatherconditions; competitive pressures and trends; changing consumerpreferences; new product and customer initiatives; risks relating toforeign sourcing and foreign operations and availability of rawmaterials; our ability to successfully consummate and integrateacquisitions; and general economic conditions. Our actual results,performance or achievements could differ materially from thoseexpressed in, or implied by, the forward-looking statements. We cangive no assurances that any of the events anticipated by theforward-looking statements will occur or, if any of them do, whatimpact they will have on our results of operations and financialcondition. We do not intend, and we undertake no obligation, to updateany forward-looking statement.

Overview

Ames True Temper, Inc. 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. References to fiscal 2004 are to the 52-weekperiod that is combined from the thirteen-week period ended September25, 2004 with the 39-week period ended June 27, 2004 for thePredecessor. All entities and assets owned by ATT Holding Co. prior toJune 27, 2004 are referred to collectively as the"Predecessor."

InJune 2004, affiliates of Castle Harlan, Inc., a New York-basedprivate-equity investment firm, together with certain of our employees,completed the acquisition of our company from Wind Point Partners. Inorder to acquire our company, CHATT Holdings, Inc., "thebuyer", and CHATT Holdings LLC, "the buyerparent", were formed. Upon completion of the acquisition,affiliates of Castle Harlan, Inc. (Castle Harlan Partners IV, L.P., orCHP IV, and affiliates) owned approximately 87% of thebuyer-parent and management owned approximately 13%. In order tofinance the acquisition, repay our outstanding debt and pay relatedfees and expenses:

|           |                                                                                                                                                                                           |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | we entered into a$215.0 million senior credit facility consisting of a $75.0 millionrevolving credit facility and a $140.0 million term loan, as describedin "Debt and OtherObligations;" |

|           |                                                              |
|-----------|--------------------------------------------------------------|
| (b)  | we issued$150.0 million of 10% senior subordinated notes;and |

|           |                                                                                                                     |
|-----------|---------------------------------------------------------------------------------------------------------------------|
| (c)  | the buyer parent received a $110.5million equity capital contribution from CHP IV and its affiliates andmanagement. |

The purchase price of the Predecessor from WindPoint Partners included a write-up to the fair market value ofinventory acquired, which resulted in an increase in cost of goods soldof $10.1 million, or 2.3% of sales, during fiscal 2004. Thatamount represents the manufacturing profits 

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acquired. Additionally, the purchase priceallocated to the fair value of tradenames and finite lived intangibleassets was $69.7 million and $13.1 million, respectively. Additionally,a $34.9 million write-up was recorded to adjust fixed assets to fairvalue.

Results ofOperations

Thirteenweeks ended December 25, 2004 compared to thirteen weeks ended December27, 2003

Net Sales.    Net sales forthe thirteen-week period ended December 25, 2004 decreased $2.4million, or 2.8%, to $82.0 million compared to $84.4 million forthe thirteen weeks ended December 27, 2003. Overall sales volumedeclined in the current quarter, which was driven by a decrease in snowtool sales as a result of less snowfall as compared to the prior yearquarter. The sales decrease was partially offset by price increasesobtained during the thirteen weeks ended December 25, 2004.

Gross Profit.    Gross profit for thethirteen weeks ended December 25, 2004 decreased $1.6 million to $21.0million from $22.7 million for the thirteen weeks ended December 27,2003. This decrease was due to the overall decrease in sales notedabove and an increase in commodity costs, primarily steel and resin.Gross profit as a percentage of net sales decreased to 25.7%from 26.9% during this period.

Selling, General and Administrative("SG&A") Expenses.    SG&Aexpenses for the thirteen weeks ended December 25, 2004 decreased $0.1million to $16.6 million from $16.7 million for the thirteen weeksended December 27, 2003.

Amortization ofIntangible Assets.    During the thirteen weeks ended December25, 2004, we recorded $0.4 million in amortization expense,as compared to $1.1 million during the thirteen week period endedDecember 27, 2003. This decrease was due to the acquisitionby affiliates of Castle Harlan, which reflects a change in valuationand lives of the assets.

InterestExpense.    Interest expense for the thirteen weeks endedDecember 25, 2004 increased $3.7 million to $6.2 millionfrom $2.5 million during the thirteen weeks ended December27, 2003. The increase was a result of increased debt in connectionwith the acquisition by affiliates of Castle Harlan.

Other Income.    Other income for thethirteen weeks ended December 25, 2004 was $0.2 million and wasprimarily due to gains on foreign currency exchange. Other incomeduring the thirteen weeks ended December 27, 2003 was$1.9 million, primarily related to income from anti-dumpingduties.

Income Tax (Benefit)Expense.    Income tax benefit for the thirteen weeks endedDecember 25, 2004 was $0.8 million, or approximately42% of loss before taxes. Income tax expense for the thirteenweeks ended December 27, 2003 was $1.6 million, or approximately37% of income before taxes. At the end of each interim reportingperiod, we estimate the effective tax rate expected to be applicablefor the full fiscal year. The rate determined is used in providing forincome taxes on a year-to-date basis. The tax effect of significantunusual items is reflected in the period in which they occur. Theeffective tax rate was 42% during the thirteen weeks endedDecember 25, 2004 compared to 38% during the thirteen weeksended December 27, 2003. This increase in the effective tax rate wasdue to a mixture of tax benefit domestically and in our Irishsubsidiary combined with a tax expense in our Canadian subsidiary.

Liquidity and Capital Resources

Ourprincipal liquidity requirements are to service our debt and meet ourworking capital and capital expenditure needs. Subject to ourperformance, which, if adversely affected, could adversely affect theavailability of funds, we expect to be able to meet our liquidityrequirements for the foreseeable future through cash provided byoperations and through borrowings available under our senior creditfacility. We cannot assure you, however, that this will be thecase.

Cash Flows

Cash provided byoperating activities for the thirteen weeks ended December 25, 2004 was$2.5 million, compared to a cash use of $6.1  million for theperiod ended December 27, 2003. The increase 

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in cash provided by operating activities wasprimarily due to increased collections of trade receivables, partiallyoffset by seasonal increases in inventory levels. Cash used ininvesting activities of $1.9 million and $1.3 million for thethirteen-week periods ended December 25, 2004 and December 27, 2003,respectively, was due primarily to the purchase of fixed assets. Cashprovided by financing activities was $0.5 million and $6.6 million forthe thirteen-week periods ended December 25, 2004 and December 27,2003, respectively. These proceeds were due primarily to debtborrowings under revolving credit facilities, partially offset byrepayments of long-term debt.

Debt and Other Obligations

Senior Secured Credit Facility

OnJune 28, 2004, we entered into a $215.0 million senior credit facilitywith various banks, financial institutions and other lenders. Thesenior credit facility consists of a $140.0 million term loan Bfacility, which matures on June 28, 2011, and a $75.0 million revolvingcredit facility, which matures on June 28, 2010. On January 14, 2005,simultaneously with the completion of the offering of the SeniorFloating Rate Notes referred to below, we repaid the term loan in fulland entered into an amendment (the"Amendment") to the terms of the seniorcredit facility. As of December 25, 2004, we had a draw on therevolving portion of our senior credit facility of $7.1 million.

The revolving credit facility includes a $15.0subfacility for letters of credit and a $15.0 million subfacility forswing line loans. The term loan B has been fully drawn. The seniorcredit facility is guaranteed by our parent and each of our existingand future direct and indirect subsidiaries, other than any subsidiarythat is a "controlled foreign corporation"under Section 957 of the Internal Revenue Code. We and each of theguarantors granted to the senior lenders a first priority (subject tocertain customary exceptions) security interest in and liens on all ofour respective present and future property and assets to secure all ofthe obligations under the senior credit facility and any interest rateswap or similar agreements with a senior lender under the senior creditfacility.

The interest rates applicable to thesenior credit facility as of December 25, 2004 (other than in respectof swing-line loans) were 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)  the Federal 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. With respect to the termloan B, the Applicable Rate means 2.75% per annum in the case ofa LIBOR-rate loan, and 1.75% per annum in the case of anAlternate Base Rate loan.

Certain customaryfees would have been payable to the lenders and the agents under thesenior secured credit facility, including without limitation, acommitment for our revolving credit facility and letter of credit fees.The senior credit facility contained various affirmative and negativecovenants customary for similar credit facilities (subject to customaryexceptions and certain existing obligations and liabilities),including, but not limited to, restrictions on: liens, loans,acquisitions, mergers, sales, transfers, dividends, distributions,changes in the nature of our business, transactions with affiliates andcapital expenditures. In addition, the senior secured credit facilityrequired that we meet certain financial covenant tests, which varyduring the term of the loan, including without limitation (i)maintenance of a minimum interest coverage ratio (defined as adjustedEBITDA to cash interest expense) of between 2:1 and 3:1, (ii)maintenance of a maximum leverage ratio (defined as total debt (otherthan outstandings under the revolving credit facility) plus the averagedaily principal amount of the outstandings under the revolving creditfacility for the last twelve months to adjusted EBITDA) of between 6:1and 3.5:1, and (iii)  maintenance of a minimum fixed chargecoverage ratio (defined as Adjusted EBITDA less capital expenditures tocash taxes plus cash interest expense plus scheduled principal paymentsand prepayments plus dividends and distributions on equity) of between1.2:1 and 1.25:1.

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As of December 25, 2004,we were in compliance with all of our financial covenants. The seniorsecured credit facility contains customary events of default (subjectto customary exceptions, thresholds and grace periods), including,without limitation: nonpayment of principal, interest, fees and failureto perform or observe certain covenants.

Pursuant to the Amendment, availability under thesenior credit facility is restricted to the lesser of $75.0million and the borrowing base amount, which is equal to (a) 85%of the amount of eligible receivables, plus (b) the lower of (i)55% of the cost or fair market value of eligible inventory and(ii) if an inventory appraisal has been performed, 80% of theorderly liquidation value of our inventory, plus (c)  apercentage of eligible equipment or real property determined by Bank ofAmerica, N.A., as administrative agent, and not objected to by therequired lenders. In addition, the Senior Secured Credit Facility, asamended, requires that we meet certain financial covenant tests,including without limitation, the maintenance of minimum EBITDA andminimum fixed charge coverage ratio, as defined by the amended CreditAgreement.

Senior Subordinated Notes

On June 28, 2004, we completed a private offeringof $150.0 million in aggregate principal amount at maturity of10% Senior Subordinated Notes due July 15, 2012. The SeniorSubordinated Notes are fully and unconditionally guaranteed by ourparent, ATT Holding Co., on a senior subordinated basis. On August 10,2004, we filed a registration statement with respect to new noteshaving substantially identical terms as the original notes, as part ofan offer to exchange registered notes for the privately issued originalSenior Subordinated Notes. The new notes evidence the same debt as theoriginal Senior Subordinated Notes, are entitled to the benefits of theindenture governing the original Senior Subordinated Notes and aretreated under the indenture as a single class with the original notes.The exchange offer was completed on November 24, 2004.

The Senior Subordinated Notes are unsecured seniorsubordinated obligations and rank behind all of our existing and futuresenior debt, including borrowings under the senior credit facility,equally with any of our future senior subordinated debt, ahead of anyof our future debt that expressly provides for subordination to theSenior Subordinated Notes and effectively behind all of the existingand future liabilities of our subsidiaries, including tradepayables.

We pay interest on the SeniorSubordinated Notes semi-annually in cash, in arrears, on January15 and July 15 at an annual rate of 10.0%. Theindenture governing Senior Subordinated Notes contains variousaffirmative and negative covenants, subject to a number of importantlimitations and exceptions, including but not limited to those limitingour ability and the ability of our restricted subsidiaries, to borrowmoney, guarantee debt or sell preferred stock, create liens, paydividends on or redeem or repurchase stock, make certain investments,sell stock in our restricted subsidiaries, restrict dividends or otherpayments from restricted subsidiaries, enter into transactions withaffiliates and sell assets or merge with other 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 may 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.

Senior Floating Rate Note Offering

On January 14, 2005, we completed the offering of$150.0 million principal amount at maturity of our Senior Floating RateNotes Due 2012, which was issued at a 0.5% discount, in anunregistered offering to qualified institutional buyers in accordancewith Rule 144A under the Securities Act and outside the United Statespursuant to Regulation S under the Securities Act. Net proceeds for theoffering were used to repay our term loan B in full, repay a portion ofour revolving credit facility and pay related fees and expenses. TheSenior Floating Rate Notes are fully and unconditionally guaranteed byour parent on a senior unsecured basis.

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The Senior Floating RateNotes are unsecured, unsubordinated obligations and are effectivelysubordinated to all of our existing and future secured debt, to theextent of the assets securing such debt, including borrowings under thesenior secured credit facility, pari passu with all future seniorunsecured indebtedness, senior in right of payment to all existing andfuture senior subordinated debt, including our Senior SubordinatedNotes due 2012, and effectively behind all of the existing and futureliabilities of our subsidiaries, including trade payables.

We will pay interest on the Senior Floating RateNotes quarterly in cash, in arrears, on January 15, April 15, July 15and October 15 at a rate per annum, reset quarterly, equal to LIBORplus 4.0%, starting on April 15, 2005. The indenture governingthe Senior Floating Rate Notes contains various affirmative andnegative covenants, subject to a number of important limitations andexceptions, including but not limited to those limiting our ability andthe ability of our restricted subsidiaries to borrow money, guaranteedebt or sell preferred stock, create liens, pay dividends on or redeemor repurchase stock, make specified types of investments, sell stock inour restricted subsidiaries, restrict dividends or other payments fromrestricted subsidiaries, enter into transactions with affiliates andsell assets or merge with other companies.

The indenturegoverning the Senior Floating Rate Notes contains various events ofdefault, including but not limited to those related to non-payment ofprincipal, interest or fees; failure to perform or observe certaincovenants; inaccuracy of representations and warranties in any materialrespect, cross defaults with certain other indebtedness, certainbankruptcy related events, monetary judgment defaults and materialnon-monetary judgment defaults, ERISA defaults and change of control.We can redeem the Senior Floating Rate Notes, in whole or in part, atany time on or after January 15, 2007. In addition, we may up to35% of the Senior Floating Rate Notes prior to January 15, 2007with the net proceeds of one or more public equity offerings. We arerequired to redeem the Senior Floating Rate Notes under certaincircumstances involving changes of control.

In connection withthe offering of the Senior Floating Rate Notes, we entered into aregistration rights agreement with the initial purchasers (the"Registration Rights Agreement"), pursuant towhich we and our parent agreed to conduct a registered exchange offerfor the Notes (the "Exchange Offer") or tocause to become effective a shelf registration statement providing forresales of the Senior Floating Rate Notes. We are required (i) to filea registration statement (the "RegistrationStatement") for the exchange offer as soon as practicable,but in no event later than 90 days after January 14, 2005, (ii) to useour best efforts to cause such Registration Statement to becomeeffective at the earliest possible time, but in no event later than 180days after January 14, 2005, and (iii) to cause the RegistrationStatement to be effective continuously and to keep the Exchange Offeropen for a period of not less than the minimum period required underapplicable federal and state securities laws; provided, however,that in no event shall such period be less than 30 days after the datenotice of the Exchange Offer is mailed to the holders of the SeniorFloating Rate Notes. If we fail to comply with certain of ourobligations under the Registration Rights Agreement, we will berequired to pay liquidated damages to the holders of the SeniorFloating Rate Notes.

Interest Rate Swaps

In connection with the offering of the Senior Floating Rate Notes,on January 11, 2005, we entered into interest rate swaps (the"Swaps") with Bank of America, N.A. andWachovia Bank, N.A. Pursuant to the Swap with Bank of America, N.A.,which becomes effective on January 17, 2006, we will swap 3 month LIBORrates for fixed interest rates of 4.31% on a notional amount of$100 million for the period from January 17, 2006 through January 15,2008, approximately $66.7 million for the period from January15, 2008 to January 15, 2009 and approximately $33.3 million for theperiod from January 15, 2009 through January 15, 2010.

Pursuantto the Swap with Wachovia Bank, N.A., effective January 15, 2006, wewill swap 3 month LIBOR rates for fixed interest rates of 4.29%for a notional amount of $50 million for the period from January 15,2006 through January 15, 2008, approximately $33.3 million for theperiod from January 15, 2008 to January 15, 2009 and approximately$16.7 million for the period from January 15, 2009 through January 15,2010.

The interest rate swaps will be accounted for inaccordance with Statement of Financial Accounting Standard("SFAS") No. 133 Accounting for DerivativeInstruments and Hedging Activities, 

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as amended by SFAS No. 138, Accounting forCertain Derivative Instruments and Certain Hedging Activities andSFAS No. 149, Amendment of Statement 133 on Derivative Instrumentsand Hedging Activities (collectively, "SFAS133").  SFAS 133 establishes accounting andreporting standards for derivative instruments and hedging activities. SFAS 133 requires that all derivatives be recognized as eitherassets or liabilities at fair value.  We will account for theswaps as cash flow hedges and will record changes in fair value inaccumulated other comprehensive income.

Recent AccountingPronouncements

In November 2004, the FASB issued Statement ofFinancial Accounting Standards ("SFAS") No. 151, Inventory Costs,an amendment of ARB No. 43 Chapter 4.  This Statement amendsthe guidance in ARB No. 43, Chapter 4, Inventory Pricing, toclarify the accounting for abnormal amounts of idle facility expense,freight, handling costs, and wasted material (spoilage). This Statementrequires that those items be recognized as current-period chargesregardless of whether they meet the criterion of "soabnormal." as defined in ARB No. 43.  In addition,this Statement requires that allocation of fixed production overheadsto the costs of conversion be based on the normal capacity of theproduction facilities.  This statement is effective for inventorycosts incurred during fiscal years beginning after June 15, 2005. Weare in the processing of reviewing SFAS 151 and have not determined theeffects on the consolidated financial statements.

|              |                                                           |
|--------------|-----------------------------------------------------------|
| Item3.  | QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK |

The Company's cash flows andearnings are subject to fluctuations resulting from changes in interestrates, foreign currency exchange rates and raw material costs. We manage our exposure to these market risks through internallyestablished policies and procedures and, when deemed appropriate,through the use of derivative financial instruments. Our policy doesnot allow speculation in derivative instruments for profit or executionof derivative instrument contracts for which there are no underlyingexposures.  We do not use financial instruments for tradingpurposes and are not a party to any leveraged derivatives.  Wemonitor our underlying market risk exposures on an ongoing basis andbelieve that we can modify or adapt our hedging strategies asneeded.

We are subject to changes in interest rates, foreigncurrency exchange rates and certain commodity prices. Our primarymarket risk is interest rate exposure with respect to our floating ratedebt. For the thirteen weeks ended December 25, 2004, with respect toour term loan B, which carries a variable interest rate, a 100 basispoints change in interest rates would have impacted us by $0.4 million.Subsequent to December 25, 2004, we completed the offering of $150.0million Senior Floating Rate Notes due 2012, the proceeds of which wereused to repay the term loan B and a portion of our revolving creditfacility. The initial interest rate of the Senior Floating Rate Notesat closing was 6.64%. In connection with the offering of theSenior Floating Rate Notes, we entered into two interest rate swaps.These swaps effectively fix the interest rate of the Senior FloatingRate Notes at notional amounts of $150.0 million for two yearsbeginning January 15, 2006, subsequently amortizing at a rate of $50.0million per year until the maturity in 2010. See"Management's Discussion and Analysis of FinancialCondition and Results of Operations—Debt and OtherObligations—Senior Secured Credit Facility" and"—Interest Rate Swaps."

Weconduct foreign operations in Canada and Ireland and utilizeinternational suppliers and manufacturers. As a result, we are subjectto risk from changes in foreign exchange rates. These changes result incumulative translation adjustments, which are included in accumulatedother comprehensive income (loss). We do not consider the potentialloss resulting from a hypothetical 10% adverse change in quotedforeign currency exchange rates, as of December 25, 2004, to bematerial.

We purchase certain raw materials such as resin, steeland wood that are subject to price volatility caused by unpredictablefactors. Where possible, we employ fixed rate raw material purchasecontracts and customer price adjustments to help us to manage thisrisk. We do not currently use derivatives to manage raw materialsrisk.

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|              |                         |
|--------------|-------------------------|
| Item4.  | CONTROLS AND PROCEDURES |

Under the supervision and with the participation of management,including our principal executive officer and principal financialofficer, we have evaluated the effectiveness of the design andoperation of our disclosure controls and procedures as of the end ofthe period covered by this report, and based on their evaluation, theprincipal 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.

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PART II. OTHER INFORMATION ANDSIGNATURE

|               |                  |
|---------------|------------------|
| Item 1.  | LEGALPROCEEDINGS |

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 wheelbarrows with the ConsumerProduct Safety Commission. We again voluntarily recalled thesewheelbarrows in June 2004 in cooperation with the Consumer ProductSafety Commission. However, less than 1% of the total productssold were returned, leaving an unknown number in service. To date, wehave received 28 claims involving this product, of which 23 claims havebeen resolved. Of the five remaining open claims, we have been named asa defendant in one lawsuit. This action is being defended by a formerowner in accordance with the indemnification provisions of the purchaseagreement pursuant to which the Predecessor was purchased. Although webelieve that we have sufficient insurance coverage in place to coverthis lawsuit, an adverse finding against us may exceed the limits ofour coverage.

On August 3, 2004, Jacuzzi Brands filed acomplaint in the Court of Common Pleas of Cumberland County,Pennsylvania against us, our parent and several Castle Harlan and WindPoint entities. The complaint alleges that, in connection with theacquisition of our parent by affiliates of Castle Harlan, we failed toprovide notice to Jacuzzi Brands and to obtain its consent to suchacquisition, as allegedly required by the provisions of a leaseholdmortgage granted to Jacuzzi Brands on our distribution center inCarlisle, Pennsylvania. The complaint asserts causes of action againstus for breach of contract, civil conspiracy and common law fraud. Inthe complaint, Jacuzzi Brands seeks an unspecified amount of damages,that a letter of credit be posted to secure our remaining rentalobligations under the lease for the distribution center and otherinjunctive relief. Upon the filing of the complaint, Jacuzzi Brandsmoved for a preliminary injunction, which, following a hearing, thecourt denied by order dated August 23, 2004. We, our parent and theCastle Harlan defendants have since answered the complaint, and theWind Point defendants filed preliminary objections seeking to dismissthe claims asserted against them. By order dated December 9, 2004, thecourt denied Wind Point's preliminary objections to thecomplaint. On January 6, 2005, Jacuzzi Brands served interrogatoriesand document demands upon all the defendants. We believe that thecomplaint is without merit and intend to continue to contest the actionvigorously.

We are involved in various other claims and legalactions 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.

|              |                                                            |
|--------------|------------------------------------------------------------|
| Item2.  | UNREGISTERED SALES OF EQUITY SECURITIESAND USE OF PROCEEDS |

None

|               |                                |
|---------------|--------------------------------|
| Item 3.  | DEFAULTS UPON SENIORSECURITIES |

None

|               |                                                    |
|---------------|----------------------------------------------------|
| Item 4.  | SUBMISSION OF MATTERS TO A VOTE OFSECURITY HOLDERS |

None

|               |                   |
|---------------|-------------------|
| Item 5.  | OTHER INFORMATION |

None

|               |          |
|---------------|----------|
| Item 6.  | EXHIBITS |

|                     |                                                                                                                                                  |
|---------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 31.1   | Certification of Chief ExecutiveOfficer Pursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002 |

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|                    |                                                                                                                                                  |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 31.2  | Certification of Chief Financial Officer Pursuantto Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of theSarbanes-Oxley Act of 2002 |

|                    |                                                                                                                                                 |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 32.1  | Certification of Chief Executive Officer PursuantTo 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of TheSarbanes-Oxley Act Of 2002 |

|                    |                                                                                                                                                 |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 32.2  | Certification of Chief Financial Officer PursuantTo 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of TheSarbanes-Oxley Act Of 2002 |

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AMES TRUE TEMPER,INC.

SIGNATURE

Pursuant to the requirements 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:February 4, 2005 |  | /s/    JudySchuchart                                                  |
|                  |  | JudySchuchartChief Financial Officer (Principal FinancialOfficer and AuthorizedSignatory) |
|                       |

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AMES TRUETEMPER, INC.

EXHIBIT INDEX

|         |  |                                                                                                                                                  |  |  |  |  |
|---------|--|--------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Exhibit |  | Description                                                                                                                                      |
| 31.1    |  | Certification of Chief Executive Officer Pursuantto Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of theSarbanes-Oxley Act of 2002 |
| 31.2    |  | Certification of Chief Financial Officer Pursuantto Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of theSarbanes-Oxley Act of 2002 |
| 32.1    |  | Certification of Chief Executive Officer Pursuantto 18 U.S.C. Section  1350, As Adopted Pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002 |
| 32.2    |  | Certification of Chief Financial Officer Pursuantto 18 U.S.C. Section  1350, As Adopted Pursuant to Section 906 ofthe Sarbanes-Oxley Act of2002  |
|         |

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