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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-Q





Quarterly report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: June 28, 2008

Commission File Number: 333-141699-05





YANKEE HOLDING CORP.

(Exact name of registrant as specified in its charter)





|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 20-8304743                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

16 YANKEE CANDLE WAY

SOUTH DEERFIELD, MASSACHUSETTS 01373

(Address of principal executive office
and zip code)

(413) 665-8306

(Registrants telephone number, including area code)





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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ̈    Accelerated filer   ̈    Non-accelerated
filer  x    Smaller Reporting Company   ̈

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

As of August 7, 2008, there were 499,557 shares of Yankee Holding Corp. common stock, $.01 par value, outstanding, all
of which are owned by YCC Holdings LLC.









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YANKEE HOLDING CORP.

FORM 10-Q  Quarter Ended June 28, 2008

This Quarterly Report on Form 10-Q contains a
number of forward-looking statements. Any statements contained herein, including without limitation statements to the effect that Yankee Holding Corp. and its subsidiaries (Yankee Candle, the Company, we, and
us) or its management believes, expects, anticipates, plans and similar expressions, that relate to prospective events or developments should be considered forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. There are a number of important factors that could cause our actual results to differ materially from
those indicated by such forward-looking statements. These factors include, without limitation, those set forth below in Managements Discussion and Analysis of Financial Condition and Results of OperationsFuture Operating
Results and those set forth under Item 1A-Risk Factors. Management undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Table of Contents



|                              |  |                                                                                                                                                                                                                                       |  |     
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                                                                                                                                       |  | Page
|Item                          |  |                                                                                                                                                                                                                                       |  |     
|PART I. Financial Information |  | 4                                                                                                                                                                                                                                    
|Item 1.                       |  | Financial Statements-Unaudited                                                                                                                                                                                                        |  | 4   
|                              |  | Condensed Consolidated Balance Sheets as of June 28, 2008 (Successor) and December 29, 2007 (Successor)                                                                                                                               |  | 4   
|                              |  | Condensed Consolidated Statements of Operations for the Thirteen Weeks Ended June 28, 2008 (Successor) and June 30, 2007 (Successor)                                                                                                  |  | 5   
|                              |  | Condensed Consolidated Statements of Operations for the Twenty-Six Weeks Ended June 28, 2008 (Successor), the period February 
6, 2007 to June 30, 2007 (Successor) and the period December 31,2006 to February 5, 2007 (Predecessor) |  | 6   
|                              |  | Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended June 28, 2008 (Successor), the period February 6, 2007 to June 30, 2007 (Successor) and the period
December 31, 2006 to February 5, 2007 (Predecessor) |  | 7   
|                              |  | Notes to Condensed Consolidated Financial Statements                                                                                                                                                                                  |  | 8   
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                                                 |  | 27  
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                                                            |  | 36  
|Item 4T.                      |  | Controls and Procedures                                                                                                                                                                                                               |  | 36  
|PART II. Other Information    |  | 37                                                                                                                                                                                                                                   
|Item 1.                       |  | Legal Proceedings                                                                                                                                                                                                                     |  | 37  
|Item 1A.                      |  | Risk Factors                                                                                                                                                                                                                          |  | 37  
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                                                                           |  | 40  
|Item 3.                       |  | Defaults Upon Senior Securities                                                                                                                                                                                                       |  | 40  
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                   |  | 40  
|Item 5.                       |  | Other Information                                                                                                                                                                                                                     |  | 40  
|Item 6.                       |  | Exhibits                                                                                                                                                                                                                              |  | 40  
|Signatures                    |  | 41                                                                                                                                                                                                                                   



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EXPLANATORY NOTE

On February 6, 2007, The Yankee Candle Company, Inc. (the Predecessor) merged (the Merger) with an affiliate of Madison Dearborn Partners, LLC (MDP or Madison
Dearborn). In connection with the Merger, YCC Holdings LLC (Holdings) acquired all of the outstanding capital stock of the Predecessor for approximately $1,413.5 million in cash. Holdings is owned by affiliates of MDP and certain
members of our senior management. Holdings owns 100% of the stock of Yankee Holding Corp. (the Parent or Successor), which in turn owns 100% of the stock of The Yankee Candle Company, Inc. The Merger and related transactions
are sometimes referred to collectively as the Transactions.

This report contains the condensed consolidated financial statements of the
Successor as of December 29, 2007, the condensed consolidated financial statements of the Successor as of June 28, 2008, for the thirteen and twenty-six weeks ended June 28, 2008, the thirteen weeks ended June 30, 2007 and the
period February 6, 2007 to June 30, 2007. The accompanying condensed consolidated financial statements for the period December 31, 2006 to February 5, 2007 are those of the Predecessor.

Unless the context requires otherwise, we, us, our, or the Company refer to the Successor and its subsidiaries and for
the periods prior to February 6, 2007, the Predecessor and its subsidiaries. The Successor is a Delaware corporation formed in connection with the Merger. The Predecessor is a Massachusetts corporation formed in 1976.



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PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)



|                                            |  |              |           |                  |   |          
|------------------------------------------- |  | ------------ | --------- | ---------------- | - | ---------
|                                            |  | June 28,2008 |           | December 29,2007
|ASSETS                                      |  |              |           |                  |   |          
|CURRENT ASSETS:                             |  |              |           |                  |   |          
|Cash and cash equivalents                   |  | $            | 2,207     |                  | $ | 5,627    
|Accounts receivable, net                    |  |              | 31,557    |                  |   | 52,126   
|Inventory, net                              |  |              | 92,303    |                  |   | 69,963   
|Prepaid expenses and other current assets   |  |              | 27,962    |                  |   | 9,344    
|Deferred tax assets                         |  |              | 19,229    |                  |   | 18,271   
|                                            |  |              |           |                  |   |          
|TOTAL CURRENT ASSETS                        |  |              | 173,258   |                  |   | 155,331  
|PROPERTY AND EQUIPMENT, NET                 |  |              | 147,504   |                  |   | 155,911  
|MARKETABLE SECURITIES                       |  |              | 658       |                  |   | 259      
|GOODWILL                                    |  |              | 1,019,982 |                  |   | 1,019,982
|INTANGIBLE ASSETS, NET                      |  |              | 407,987   |                  |   | 414,242  
|DEFERRED FINANCING COSTS, NET               |  |              | 26,220    |                  |   | 28,654   
|OTHER ASSETS                                |  |              | 1,464     |                  |   | 1,418    
|                                            |  |              |           |                  |   |          
|TOTAL ASSETS                                |  | $            | 1,777,073 |                  | $ | 1,775,797
|                                            |  |              |           |                  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY        |  |              |           |                  |   |          
|CURRENT LIABILITIES:                        |  |              |           |                  |   |          
|Accounts payable                            |  | $            | 30,138    |                  | $ | 21,613   
|Accrued payroll                             |  |              | 12,474    |                  |   | 17,394   
|Accrued interest                            |  |              | 26,666    |                  |   | 17,679   
|Accrued income taxes                        |  |              |          |                  |   | 15,755   
|Accrued purchases of property and equipment |  |              | 1,477     |                  |   | 2,818    
|Other accrued liabilities                   |  |              | 24,093    |                  |   | 35,909   
|Current portion of long-term debt           |  |              | 6,500     |                  |   | 6,500    
|                                            |  |              |           |                  |   |          
|TOTAL CURRENT LIABILITIES                   |  |              | 101,348   |                  |   | 117,668  
|DEFERRED COMPENSATION OBLIGATION            |  |              | 751       |                  |   | 410      
|DEFERRED TAX LIABILITIES                    |  |              | 109,366   |                  |   | 105,565  
|LONG-TERM DEBT                              |  |              | 1,150,625 |                  |   | 1,123,625
|DEFERRED RENT                               |  |              | 10,337    |                  |   | 10,230   
|OTHER LONG-TERM LIABILITIES                 |  |              | 1,899     |                  |   | 1,694    
|COMMITMENTS AND CONTINGENCIES               |  |              |           |                  |   |          
|STOCKHOLDERS EQUITY                        |  |              | 402,747   |                  |   | 416,605  
|                                            |  |              |           |                  |   |          
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY  |  | $            | 1,777,073 |                  | $ | 1,775,797
|                                            |  |              |           |                  |   |          

See notes to condensed consolidated financial statements



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YANKEE HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)



|                                      |  |                                  |         |   |                                  |   |         |  
|------------------------------------- |  | -------------------------------- | ------- | - | -------------------------------- | - | ------- | -
|                                      |  | Thirteen WeeksEndedJune 28, 2008 |         |   | Thirteen WeeksEndedJune 30, 2007 |  
|Sales                                 |  | $                                | 127,472 |   |                                  | $ | 133,415 |  
|Cost of sales                         |  |                                  | 55,004  |   |                                  |   | 72,918  |  
|                                      |  |                                  |         |   |                                  |   |         |  
|Gross profit                          |  |                                  | 72,468  |   |                                  |   | 60,497  |  
|Selling expenses                      |  |                                  | 52,200  |   |                                  |   | 47,610  |  
|General and administrative expenses   |  |                                  | 14,691  |   |                                  |   | 18,431  |  
|                                      |  |                                  |         |   |                                  |   |         |  
|Income (loss) from operations         |  |                                  | 5,577   |   |                                  |   | (5,544  | )
|Interest income                       |  |                                  | (5      | ) |                                  |   | (8      | )
|Interest expense                      |  |                                  | 22,968  |   |                                  |   | 25,578  |  
|Gain on extinguishment of debt        |  |                                  | (2,131  | ) |                                  |   |        |  
|Other income                          |  |                                  | (23     | ) |                                  |   | (676    | )
|                                      |  |                                  |         |   |                                  |   |         |  
|Loss before benefit from income taxes |  |                                  | (15,232 | ) |                                  |   | (30,438 | )
|Benefit from income taxes             |  |                                  | (5,890  | ) |                                  |   | (13,773 | )
|                                      |  |                                  |         |   |                                  |   |         |  
|Net loss                              |  | $                                | (9,342  | ) |                                  | $ | (16,665 | )
|                                      |  |                                  |         |   |                                  |   |         |  

See notes to condensed consolidated financial statements



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YANKEE HOLDING CORP. AND SUBSIDIARIES (AND PREDECESSOR)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)



|                                      |  |                                    |         |   |                                             |   |         |                                                 |  |   |        |  
|------------------------------------- |  | ---------------------------------- | ------- | - | ------------------------------------------- | - | ------- | ----------------------------------------------- |  | - | ------ | -
|                                      |  | Successor(Unaudited)               |         |   | Successor                                   |   |         | Predecessor                                     | 
|                                      |  | Twenty-SixWeeks EndedJune 28, 2008 |         |   | Period fromFebruary 6, 2007to June 30, 2007 |   |         | Period fromDecember 31, 2006to February 5, 2007 | 
|Sales                                 |  | $                                  | 268,371 |   |                                             | $ | 223,032 |                                                 |  | $ | 53,382 |  
|Cost of sales                         |  |                                    | 119,541 |   |                                             |   | 139,026 |                                                 |  |   | 24,553 |  
|                                      |  |                                    |         |   |                                             |   |         |                                                 |  |   |        |  
|Gross profit                          |  |                                    | 148,830 |   |                                             |   | 84,006  |                                                 |  |   | 28,829 |  
|Selling expenses                      |  |                                    | 101,714 |   |                                             |   | 77,053  |                                                 |  |   | 16,201 |  
|General and administrative expenses   |  |                                    | 29,105  |   |                                             |   | 30,253  |                                                 |  |   | 13,828 |  
|Restructuring charge                  |  |                                    | 1,475   |   |                                             |   |        |                                                 |  |   |       |  
|                                      |  |                                    |         |   |                                             |   |         |                                                 |  |   |        |  
|Income (loss) from operations         |  |                                    | 16,536  |   |                                             |   | (23,300 | )                                               |  |   | (1,200 | )
|Interest income                       |  |                                    | (17     | ) |                                             |   | (19     | )                                               |  |   | (1     | )
|Interest expense                      |  |                                    | 46,776  |   |                                             |   | 41,441  |                                                 |  |   | 986    |  
|Gain on extinguishment of debt        |  |                                    | (2,131  | ) |                                             |   |        |                                                 |  |   |       |  
|Other income                          |  |                                    | (124    | ) |                                             |   | (686    | )                                               |  |   | (15    | )
|                                      |  |                                    |         |   |                                             |   |         |                                                 |  |   |        |  
|Loss before benefit from income taxes |  |                                    | (27,968 | ) |                                             |   | (64,036 | )                                               |  |   | (2,170 | )
|Benefit from income taxes             |  |                                    | (10,768 | ) |                                             |   | (26,639 | )                                               |  |   | (340   | )
|                                      |  |                                    |         |   |                                             |   |         |                                                 |  |   |        |  
|Net loss                              |  | $                                  | (17,200 | ) |                                             | $ | (37,397 | )                                               |  | $ | (1,830 | )
|                                      |  |                                    |         |   |                                             |   |         |                                                 |  |   |        |  

See notes to condensed consolidated financial statements



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YANKEE HOLDING CORP. AND SUBSIDIARIES (AND PREDECESSOR)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)



|                                                                            |  |                                    |         |   |                                             |   |            |                                                 |  |   |         |  
|--------------------------------------------------------------------------- |  | ---------------------------------- | ------- | - | ------------------------------------------- | - | ---------- | ----------------------------------------------- |  | - | ------- | -
|                                                                            |  | Successor(Unaudited)               |         |   | Successor                                   |   |            | Predecessor                                     | 
|                                                                            |  | Twenty-SixWeeks EndedJune 28, 2008 |         |   | Period fromFebruary 6, 2007to June 30, 2007 |   |            | Period fromDecember 31, 2006to February 5, 2007 | 
|CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES:                      |  |                                    |         |   |                                             |   |            |                                                 |  |   |         |  
|Net Loss                                                                    |  | $                                  | (17,200 | ) |                                             | $ | (37,397    | )                                               |  | $ | (1,830  | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                    |         |   |                                             |   |            |                                                 |  |   |         |  
|Gain on extinguishment of debt                                              |  |                                    | (2,131  | ) |                                             |   |           |                                                 |  |   |        |  
|Depreciation and amortization                                               |  |                                    | 23,089  |   |                                             |   | 18,387     |                                                 |  |   | 2,673   |  
|Unrealized loss (gain) on marketable securities                             |  |                                    | 22      |   |                                             |   | 220        |                                                 |  |   | (31     | )
|Stock-based compensation expense                                            |  |                                    | 469     |   |                                             |   | 402        |                                                 |  |   | 8,638   |  
|Deferred taxes                                                              |  |                                    | 948     |   |                                             |   | (14,925    | )                                               |  |   | (3,905  | )
|Non-cash charge related to increased inventory carrying value               |  |                                    |        |   |                                             |   | 40,472     |                                                 |  |   |        |  
|Loss on disposal and impairment of property and equipment                   |  |                                    | 642     |   |                                             |   | 7          |                                                 |  |   | 14      |  
|Excess tax benefit from exercise of stock options                           |  |                                    |        |   |                                             |   |           |                                                 |  |   | (4,317  | )
|Investments in marketable securities                                        |  |                                    | (421    | ) |                                             |   | (533       | )                                               |  |   | (27     | )
|Changes in assets and liabilities:                                          |  |                                    |         |   |                                             |   |            |                                                 |  |   |         |  
|Accounts receivable                                                         |  |                                    | 20,573  |   |                                             |   | (2,666     | )                                               |  |   | 179     |  
|Inventory                                                                   |  |                                    | (22,334 | ) |                                             |   | (13,792    | )                                               |  |   | (2,739  | )
|Prepaid expenses and other assets                                           |  |                                    | (8,414  | ) |                                             |   | (13,974    | )                                               |  |   | 336     |  
|Accounts payable                                                            |  |                                    | 8,524   |   |                                             |   | 1,153      |                                                 |  |   | (4,443  | )
|Income taxes payable                                                        |  |                                    | (26,232 | ) |                                             |   | (25,382    | )                                               |  |   | 3,642   |  
|Accrued expenses and other liabilities                                      |  |                                    | (2,299  | ) |                                             |   | 17,089     |                                                 |  |   | (8,257  | )
|NET CASH USED IN OPERATING ACTIVITIES                                       |  |                                    | (24,764 | ) |                                             |   | (30,939    | )                                               |  |   | (10,067 | )
|                                                                            |  |                                    |        
|CASH FLOWS USED IN INVESTING ACTIVITIES:                                    |  |                                    |         |   |                                             |   |            |                                                 |  |   |         |  
|Purchase of property and equipment                                          |  |                                    | (7,827  | ) |                                             |   | (12,992    | )                                               |  |   | (2,250  | )
|Payment of contingent consideration on Aroma Naturals                       |  |                                    | (225    | ) |                                             |   |           |                                                 |  |   |        |  
|Acquisition of the Company                                                  |  |                                    |        |   |                                             |   | (1,429,476 | )                                               |  |   |        |  
|NET CASH USED IN INVESTING ACTIVITIES                                       |  |                                    | (8,052  | ) |                                             |   | (1,442,468 | )                                               |  |   | (2,250  | )
|                                                                            |  |                                    |        
|CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:                      |  |                                    |         |   |                                             |   |            |                                                 |  |   |         |  
|Repayments under bank credit agreements                                     |  |                                    | (22,005 | ) |                                             |   | (158,625   | )                                               |  |   |        |  
|Borrowings under senior secured term loan facility                          |  |                                    |        |   |                                             |   | 650,000    |                                                 |  |   |        |  
|Borrowings under senior secured revolving credit facility                   |  |                                    | 51,500  |   |                                             |   | 63,000     |                                                 |  |   |        |  
|Borrowings under senior notes and senior subordinated notes                 |  |                                    |        |   |                                             |   | 525,000    |                                                 |  |   |        |  
|Repurchase of common stock                                                  |  |                                    | (123    | ) |                                             |   |           |                                                 |  |   |        |  
|Excess tax benefit from exercise of stock options                           |  |                                    |        |   |                                             |   |           |                                                 |  |   | 4,317   |  
|Deferred financing costs                                                    |  |                                    |        |   |                                             |   | (32,344    | )                                               |  |   |        |  
|Net proceeds from issuance of common stock                                  |  |                                    | 23      |   |                                             |   | 418,071    |                                                 |  |   |        |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                   |  |                                    | 29,395  |   |                                             |   | 1,465,102  |                                                 |  |   | 4,317   |  
|EFFECT OF EXCHANGE RATE CHANGES ON CASH                                     |  |                                    | 1       |   |                                             |   | 59         |                                                 |  |   | 11      |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                   |  |                                    | (3,420  | ) |                                             |   | (8,246     | )                                               |  |   | (7,989  | )
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              |  |                                    | 5,627   |   |                                             |   | 14,784     |                                                 |  |   | 22,773  |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                    |  | $                                  | 2,207   |   |                                             | $ | 6,538      |                                                 |  | $ | 14,784  |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |  |                                    |         |   |                                             |   |            |                                                 |  |   |         |  
|Cash paid (received) during the period for:                                 |  |                                    |         |   |                                             |   |            |                                                 |  |   |         |  
|Interest                                                                    |  | $                                  | 35,560  |   |                                             | $ | 20,329     |                                                 |  | $ | 903     |  
|Income taxes                                                                |  | $                                  | 14,515  |   |                                             | $ | 26,896     |                                                 |  | $ | (77     | )
|Net decrease in accrued purchases of property and equipment                 |  | $                                  | 1,341   |   |                                             | $ | 1,914      |                                                 |  | $ | 1,520   |  

See notes to condensed consolidated financial statements



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YANKEE HOLDING CORP. AND SUBSIDIARIES (AND PREDECESSOR)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

(Unaudited)



|1. | ACQUISITION OF THE COMPANY
|-- | --------------------------

On October 25, 2006, the Predecessor
announced that it had entered into a definitive merger agreement (the Merger) under which affiliates of MDP, a private equity investment firm, agreed to acquire all of the outstanding shares of the Predecessor for $34.75 per share in
cash. The Board of Directors and shareholders of the Predecessor approved the Merger Agreement. The Transaction closed on February 6, 2007 (the Effective Date).

On the Effective Date, Holdings acquired all of the outstanding capital stock of the Predecessor for approximately $1,413,527 in cash. Holdings is owned by affiliates of MDP and certain members of our senior
management and has no operations. The Successor and Yankee Acquisition Corp. (the Merger Sub) are corporations formed by Holdings in connection with the acquisition and, concurrently with the closing of the offering of the notes
(described below) and the acquisition on February 6, 2007, the Merger Sub merged with and into The Yankee Candle Company, Inc., which was the surviving corporation and assumed the obligations of the Merger Sub under the notes and related
indentures by operation of law. The agreement and plan of merger and related documents resulted in the following events, which are collectively referred to as the Transactions:



| |  |  | the purchase by the equity investors of class A and class B common units of Holdings for approximately $433,071 in cash (Holdings contributed the $433,071 to Parent
immediately prior to the closing of the Transaction; Parent in turn contributed the $433,071 to Merger Sub);
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Company paid MDP a fee of $15,000, and recorded the payment as a reduction in proceeds from common stock;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | the entering into by the Merger Sub of a senior secured credit facility consisting of a $650,000 funded senior secured term loan and a $125,000 senior secured
revolving credit facility, which are discussed in Note 7;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the offering by the Merger Sub of $325,000 of senior notes and $200,000 of senior subordinated notes, which are discussed in Note 7;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the refinancing of the Predecessors existing indebtedness, which was approximately $140,000 as of February 6, 2007;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | the merger of the Merger Sub with and into the Predecessor, with the Predecessor as the surviving corporation, and the payment of approximately $1,413,527 as merger
consideration; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the payment of approximately $52,925 of fees and expenses related to the Transactions, including approximately $4,602 of fees expensed.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

Immediately following the Merger, The Yankee Candle Company, Inc. became a whollyowned subsidiary of the Parent and a
whollyowned indirect subsidiary of Holdings and the equity investors indirectly own all of the Companys outstanding equity interests.

The
purchase price of the Company was allocated to the assets and liabilities acquired based on their estimated fair market values as of the Effective Date as described in Note 3, Purchase Accounting.

The condensed consolidated balance sheets as of June 28, 2008 and December 29, 2007, the condensed consolidated statements of operations for the twenty-six
weeks ended June 28, 2008 and the period February 6, 2007 to June 30, 2007, the condensed consolidated statements of operations for the thirteen weeks ended June 28, 2008 and June 30, 2007, and the statement of cash flows
for the twenty-six weeks ended June 28, 2008 and the period February 6, 2007 to June 30, 2007 show the operations of the Successor. The condensed consolidated statements of operations and cash flows for the period December 31,
2006 to February 5, 2007 show the operations of the Predecessor.

As a result of the consummation of the Transactions and the application of purchase
accounting as of February 6, 2007, the condensed consolidated financial statements for the period after February 5, 2007 are presented on a different basis than that for the periods before February 6, 2007 and therefore are not
comparable to prior periods.



|2. | BASIS OF PRESENTATION
|-- | ---------------------

The unaudited interim condensed consolidated
financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles or GAAP). The financial information
included herein is unaudited; however, in the opinion of management such information reflects all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of financial position, results of operations, and cash flows as
of the date and for the periods indicated. All intercompany transactions and balances have been eliminated. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full fiscal year.

The Company has separated its historical financial results for the Predecessor and Successor. The separate presentation is required as there was a change
in accounting basis, which occurred when purchase accounting was applied to the acquisition of the Predecessor. Purchase accounting requires that the historical carrying value of assets acquired and liabilities assumed be adjusted to fair value,
which may yield results that are not comparable on a periodtoperiod basis due to the different, and sometimes higher, cost basis associated with the allocation of the purchase price.

Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted as permitted by the rules and
regulations of the Securities and Exchange Commission (the SEC). The accompanying unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended
December 29, 2007 included in the Companys Annual Report on Form 10-K. Unless otherwise indicated, all amounts are in thousands.



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##### Table of Contents

|3. | PURCHASE ACCOUNTING
|-- | -------------------

The Transactions have been accounted for as a
purchase in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, whereby the purchase price paid to effect the Transactions was allocated to record acquired assets and
liabilities at fair value. The Transactions and the allocation of the purchase price have been recorded as of February 6, 2007. The purchase price was $1,429,476.

Management determined the fair value of assets acquired and liabilities assumed. The Company recorded purchase accounting adjustments to increase the carrying value of property and equipment and inventory, to
establish intangible assets for tradenames, customer lists and favorable lease commitments and to revalue the Companys long-term deferred rent obligation, among other items.

Allocation of the purchase price for the acquisition of the Company is based on estimates of the fair value of net assets acquired. The purchase price has been allocated as follows (in thousands):



|                                              |  |   |           |  
|--------------------------------------------- |  | - | --------- | -
|Cash consideration purchase price:            |  |   |           |  
|Paid to shareholders                          |  | $ | 1,413,527 |  
|Transaction costs                             |  |   | 15,949    |  
|                                              |  |   |           |  
|                                              |  |   | 1,429,476 |  
|                                              |  |   |           |  
|Net assets acquired:                          |  |   |           |  
|Inventory                                     |  |   | 107,357   |  
|Property and equipment                        |  |   | 154,995   |  
|Trade receivables                             |  |   | 33,614    |  
|Other assets                                  |  |   | 14,960    |  
|Record intangible assets acquired:            |  |   |           |  
|Tradenames                                    |  |   | 359,808   |  
|Customer lists                                |  |   | 64,700    |  
|Favorable lease agreements                    |  |   | 2,330     |  
|Unfavorable lease agreements                  |  |   | (8,652    | )
|Current liabilities assumed                   |  |   | (136,640  | )
|Tax impact of purchase accounting adjustments |  |   | (182,753  | )
|                                              |  |   |           |  
|Net assets acquired at fair value             |  |   | 409,719   |  
|                                              |  |   |           |  
|Goodwill                                      |  | $ | 1,019,757 |  
|                                              |  |   |           |  

Goodwill as a result of this transaction is not deductible for tax purposes. See Note 6, Goodwill and
Intangible Assets, to the condensed consolidated financial statements for additional information.

Total fees and expenses related to the
Transactions were approximately $52,925, consisting of approximately $4,602 of indirect transaction costs which were expensed, $15,949 of direct acquisition costs of the Company and $32,374 of deferred financing costs. Such fees include commitment,
placement, financial advisory and other transaction fees as well as legal, accounting and other professional fees. The direct acquisition costs are included in the purchase price and are a component of goodwill. Deferred financing costs are
comprised of approximately $15,171 related to the senior secured credit facility, which are amortized over 7 years, $10,170 related to the senior notes, which are amortized over 8 years and $7,033 related to the senior subordinated notes, which are
amortized over 10 years. See Note 7, Long-Term Debt, for a complete description of the senior secured credit facility, senior notes and senior subordinated notes.



|4. | EQUITY-BASED COMPENSATION
|-- | -------------------------

Sharebased Compensation
PlansPredecessor

Prior to the completion of the Merger, the Predecessor granted stock options, restricted stock and performance share awards to
key employees and directors under sharebased compensation plans. The exercise price of the options was typically determined by the actual closing price of the Predecessors common stock as quoted by the NYSE on the last business day
before the date of grant. Compensation expense for restricted stock awards was measured at fair value on the date of the grant based on the number of shares granted and the quoted market price of the Predecessors common stock. Such value was
recognized as expense over the vesting period of the award adjusted for actual forfeitures. The performance share grants were valued on the grant date by multiplying the number of performance shares covered by the awards that were expected to vest
by the Predecessors closing stock price on the grant date. The cost was recognized within the condensed consolidated statements of operations on a straight line basis over the period specified in the award (generally three years for each
grant) based upon the number of shares which were considered probable of vesting.

Under the terms of the Merger Agreement, each outstanding share of the
Predecessors common stock was converted into a right to receive an amount in cash, without interest, of $34.75 (the Merger Consideration). In accordance with the terms of the Merger Agreement, the Predecessors equity plan
documents and various actions taken by its Board of Directors in connection with the Merger:



| |  |  | all options outstanding immediately prior to the effective date of the Merger, whether or not then vested or exercisable, were canceled as of such effective date,
with each holder of an option receiving for each share of common stock subject to the option, an amount equal to the Merger Consideration less the per share exercise price of such option;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | all shares of restricted stock outstanding immediately prior to the effective date of the Merger vested and became free of restrictions as of such effective date
and each such share of restricted stock was converted into a right to receive the Merger Consideration; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | immediately prior to the effective date of the Merger, the Predecessor issued to each holder of a performance share award the following number of shares of common
stock: (i) with respect to the performance share award covering fiscal years 20042006, a number of shares equal to 60% of the target number of each recipients performance share award, (ii) with respect to the performance share
award covering fiscal years 20052007, a number of shares equal to 66.67% of the target number of each recipients performance share award, and (iii) with respect to the performance share award covering fiscal years 20062008, a
number of shares equal to 33.33% of the target number of each recipients performance share award. In connection with the closing of the Merger, each holder received the Merger Consideration for each share of common stock so issued.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

The following is a summary of activity related to the stock options, restricted shares and performance shares that were
in effect through the effective date of the Merger, when all of the stock options were exercised and the restricted shares and performance share units were issued:



|                                                              |  |                                 |           |                  |   |           |  |                                |  |  
|------------------------------------------------------------- |  | ------------------------------- | --------- | ---------------- | - | --------- |  | ------------------------------ |  | -
|Predecessors Plan                                            |  | Outstanding atDecember 30, 2006 |           | Exercised/Issued |   | Cancelled |  | Outstanding atFebruary 6, 2007
|Stock options                                                 |  |                                 |           |                  |   |           |  |                                |  |  
|1998 Plan                                                     |  |                                 | 62,559    |                  |   | 62,559    |  |                               |  | 
|1999 Plan                                                     |  |                                 | 1,499,275 |                  |   | 1,481,025 |  | 18,250                         |  | 
|2005 Plan                                                     |  |                                 | 395,950   |                  |   | 385,950   |  | 10,000                         |  | 
|                                                              |  |                                 |           |                  |   |           |  |                                |  |  
|Total options outstanding                                     |  |                                 | 1,957,784 |                  |   | 1,929,534 |  | 28,250                         |  | 
|                                                              |  |                                 |           |                  |   |           |  |                                |  |  
|Weighted average exercise price per option                    |  | $                               | 23.74     |                  | $ | 25.20     |  |                                |  |  
|Weighted average remaining contractual term per option        |  |                                 | 6.9 years |                  |   |           |  |                                |  |  
|Restricted shares                                             |  |                                 |           |                  |   |           |  |                                |  |  
|2005 Plan                                                     |  |                                 | 93,700    |                  |   | 93,700    |  |                               |  | 
|                                                              |  |                                 |           |                  |   |           |  |                                |  |  
|Weighted average fair market value per share at date of award |  | $                               | 29.69     |                  | $ | 29.69     |  |                                |  |  
|Weighted average remaining restriction period                 |  |                                 | 2.2 years |                  |   |           |  |                                |  |  
|Performance shares                                            |  |                                 |           |                  |   |           |  |                                |  |  
|2005 Plan                                                     |  |                                 | 211,275   |                  |   | 211,275   |  |                               |  | 
|                                                              |  |                                 |           |                  |   |           |  |                                |  |  
|Weighted average fair market value per share at date of award |  | $                               | 30.69     |                  | $ | 30.69     |  |                                |  |  
|Weighted average remaining restriction period                 |  |                                 | 1.2 years |                  |   |           |  |                                |  |  

Share-based compensation charges amounted to $8,638 for the period December 31, 2006 to February 5,
2007. There were no share based grants during the period December 31, 2006 to February 5, 2007. The total fair value of stock options that vested during the period from December 31, 2006 to February 5, 2007 prior to the date of
the Merger was approximately $96. There were no restricted or performance shares that vested during the period from December 31, 2006 to February 5, 2007 prior to the date of the Merger.

A summary of the status of option grants and changes during the period ending on that date are presented below:



|                               |  |               |  |                   |      |                    |        |               |   |       |  |               |  |   |      
|------------------------------ |  | ------------- |  | ----------------- | ---- | ------------------ | ------ | ------------- | - | ----- |  | ------------- |  | - | -----
|                               |  | Stock Options |  | Restricted Shares |      | Performance Shares
|Predecessor                    |  | Options       |  | FairValue (1)     |      | Options            |        | FairValue (1) |   | Units |  | FairValue (1)
|Nonvested at December 31, 2006 |  | 852,889       |  | $                 | 8.06 |                    | 93,700 |               | $ | 34.31 |  | 147,750       |  | $ | 34.31
|Grants                         |  |              |  |                   |     |                    |       |               |   |      |  |              |  |   |     
|Vested(2)                      |  | 852,889       |  |                   | 8.06 |                    | 93,700 |               |   | 34.31 |  | 147,750       |  |   | 34.31
|Cancelled                      |  |              |  |                   |     |                    |       |               |   |      |  |              |  |   |     
|                               |  |               |  |                   |      |                    |        |               |   |       |  |               |  |   |      
|Nonvested at February 6, 2007  |  |              |  | $                 |     |                    |       |               | $ |      |  |              |  | $ |     
|                               |  |               |  |                   |      |                    |        |               |   |       |  |               |  |   |      



|(1) | Represents the weighted average grant date fair value per share-based unit, using the Black-Scholes option pricing model for stock options and average December 29, 2006
high/low market price of the Predecessors common stock for restricted and performance shares.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | All of the share based units became immediately vested on the date of the Merger.
|--- | ---------------------------------------------------------------------------------

As of February 5, 2007, there was approximately $5,238 of total unrecognized compensation cost related to stock option grants and $2,930 of total unrecognized compensation costs related to restricted shares and performance shares
awards, under stockbased compensation plans. The consummation of the Merger accelerated the recognition of compensation cost, and accordingly, all of this cost was included in general and administrative expense in the condensed consolidated
statements of operations for the period from December 31, 2006 to February 5, 2007.

Equity-based Compensation Plans-Successor Entity

Effective as of the closing of the Transactions, all of the prior equity plans of the Predecessor ceased to be effective and all existing equity grants and
awards were paid out as described above. In connection with the Transactions, the Company entered into equity arrangements with certain members of senior management of the Company (Management Investors). The equity consists of ownership
interests in Holdings. At the time of the Transactions there were two classes of these ownership interests: Class A common units and Class B common units. The Class A and Class B common units were issued to and purchased by the Management
Investors under the YCC Holdings LLC 2007 Incentive Equity Plan adopted on February 6, 2007 (the Plan). The Plan grants the Board authorization to issue up to 593,622 Class B common units. The rights and obligations of Holdings and
the holders of its Class A and Class B common units are generally set forth in Holdings limited liability company agreement, Holdings unitholders agreement and the individual Class A and Class B unit purchase agreements entered
into with the respective unitholders (the equity agreements).

Upon closing of the Transactions, certain eligible Management Investors
purchased 40,933 Class A common units (approximately 0.96% of Holdings Class A common units). The remaining 4,233,353 Class A common units were purchased by MDP in connection with the consummation of the Transactions. The
purchase price paid by the Management Investors for the Class A common units was $101.22 per unit, the same as that paid by MDP pursuant to the Merger. The Class A common units are not subject to vesting. Each Management Investor has the
right to require the Company to repurchase the Class A common units at original cost if the Company terminates him or her without cause or he or she resigns for good reason prior to the second anniversary of the closing of the Transactions.

Additionally, the Board approved the issuance of 474,897 shares of Class B common units. Pursuant to the Plan the Management Investors purchased 427,643
Class B common units of Holdings (representing approximately 9.9% of the residual equity interest of Holdings). The remainder of the Class B common units were available for issuance to eligible participants under the Plan. The Class B common units
were purchased at a cost of $1.00 per unit. The Class B common units are subject to a five-year vesting period, with 10% of the units vesting immediately upon the date of purchase and the remainder generally vesting daily beginning on the sixth
month anniversary of the purchase date, continuing over the subsequent 54 month period. If the Management Investors employment is terminated as a result of death or disability, an additional amount of Class B common units equal to the lesser
of (i) twenty percent (20%) of the aggregate number of units held by such Management Investor and (ii) the remainder of the Management Investors unvested units, shall automatically become vested units. All unvested Class B
common units will vest upon a sale of all or substantially all of the business to an independent third party so long as the employee holding such units continues to be an employee of the Company at the closing of the sale. Class B common units are
also subject to the right of Holdings or, if not exercised by Holdings, of MDP, to repurchase such Class B common units upon a termination of employment, as more fully set forth in the equity agreements.



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##### Table of Contents

In October 2007, the Compensation Committee approved the creation of a new class of equity interest in Holdings, Class C
common units, for future issuance to eligible participants under the Management Equity Plan. As approved by the Compensation Committee, the number of remaining authorized and unissued Class B common units will be reduced by any Class C common unit
grants made, and the number of combined Class B common units and Class C common units can not exceed the initial pool of Class B common units originally reserved in connection with the Merger. Class C common units will otherwise have the same
general characteristics as Class B common units, including with respect to time vesting and repurchase terms (except that unvested Class C common units are forfeited rather than repurchased as there is no initial capital outlay for the Class C
common units). The Company currently anticipates that all future long-term equity incentive grants will be made using Class C common units.

Class A,
Class B and Class C common units are all subject to various restrictions on transfer and other conditions, all as more fully set forth in the equity agreements. Holdings may issue additional units subject to the terms and conditions of certain of
the equity agreements.

As of June 28, 2008, shares outstanding were as follows:



|                                 |  |                    |  |                    |   |  |                   
|-------------------------------- |  | ------------------ |  | ------------------ | - |  | ------------------
|                                 |  | Class ACommonUnits |  | Class BCommonUnits |   |  | Class CCommonUnits
|Outstanding at December 29, 2007 |  | 4,271,715          |  | 403,185            |   |  | 475               
|Granted                          |  | 213                |  |                   |   |  | 40,873            
|Forfeited                        |  |                   |  | (3,021             | ) |  |                  
|Repurchased                      |  |                   |  | (4,232             | ) |  |                  
|                                 |  |                    |  |                    |   |  |                   
|Outstanding at June 28, 2008     |  | 4,271,928          |  | 395,932            |   |  | 41,348            
|                                 |  |                    |  |                    |   |  |                   
|Vested at June 28, 2008          |  | 4,271,928          |  | 110,557            |   |  | 4,218             
|                                 |  |                    |  |                    |   |  |                   

The total estimated fair value of equity awards vested during the twenty-six weeks ended June 28, 2008 was
$388. Share-based compensation charges for the twenty-six weeks ended June 28, 2008 were $469.

As of June 28, 2008, there was approximately
$3,187 of total unrecognized compensation cost related to Class B and Class C common unit equity awards and there is no unrecognized expense related to the Class A common unit equity awards. This cost is expected to be recognized over the
remaining vesting period, of approximately 58 months (July 2008 to April 2013).

Presented below is a summary of assumptions for the indicated period.
There were no grants during the thirteen weeks ended June 30, 2007 by the Successor or for the period from December 31, 2006 to February 5, 2007 by the Predecessor.



|                                                    |  |                                                       |       |   |                                                                          |   |       |  
|--------------------------------------------------- |  | ----------------------------------------------------- | ----- | - | ------------------------------------------------------------------------ | - | ----- | -
|                                                    |  | Successor                                             |       |   | Successor                                                                |  
|Assumptions                                         |  | Thirteen & Twenty-Six week
periodsended June 28, 2008 |       |   | PeriodFebruary 6, 2007to June 30, 2007Option PricingMethod Black-Scholes |  
|Weighted average calculated value of awards granted |  | $                                                     | 13.72 |   |                                                                          | $ | 10.39 |  
|Weighted average volatility                         |  |                                                       | 29.1  | % |                                                                          |   | 30.0  | %
|Weighted average expected term (in years)           |  |                                                       | 3.9   |   |                                                                          |   | 5.0   |  
|Dividend yield                                      |  |                                                       |      |   |                                                                          |   |      |  
|Weighted average risk-free interest rate            |  |                                                       | 2.2   |   |                                                                          |   | %4.7  | %
|Weighted average expected annual forfeiture         |  |                                                       |      |   |                                                                          |   |      |  

With respect to the Class B and Class C common units, since the Company is no longer publicly traded, the Company
based its estimate of expected volatility on the average historical volatility of a group of six comparable companies. The historical volatilities of the comparable companies were measured over a 5-year historical period. The Companys
historical volatility prior to the acquisition was also considered in the estimate of expected volatility. The expected term of the Class B and Class C common units granted represents the period of time that the units are expected to be outstanding
and is assumed to be 5 years. The Company is not expected to pay dividends, and accordingly, the dividend yield is zero. The risk free interest rate for a period commensurate with the expected term was based on the U.S. Treasury yield curve in
effect at the time of issuance.



|5. | INVENTORIES
|-- | -----------

The Predecessor valued its inventories on the lastin
firstout (LIFO) basis. The Successor has elected to value its inventories using the firstin firstout (FIFO) basis. As a result of the Merger, purchase accounting adjustments of approximately $43,452 were
recorded to increase inventories to estimated fair value. During the thirteen weeks ended June 30, 2007 and for the period February 6, 2007 to June 30, 2007 approximately $13,490 and $40,472, respectively, of the increase has been
recorded as a cost of sale in the condensed consolidated statement of operations as the related inventory was sold.

The components of inventory were as
follows:



|                            |  |              |        |                  |   |       
|--------------------------- |  | ------------ | ------ | ---------------- | - | ------
|                            |  | June 28,2008 |        | December 29,2007
|Finished goods              |  | $            | 83,919 |                  | $ | 62,723
|Work-in-process             |  |              | 452    |                  |   | 559   
|Raw materials and packaging |  |              | 7,932  |                  |   | 6,681 
|                            |  |              |        |                  |   |       
|                            |  | $            | 92,303 |                  | $ | 69,963
|                            |  |              |        |                  |   |       



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##### Table of Contents

|6. | GOODWILL AND INTANGIBLE ASSETS
|-- | ------------------------------

Intangible Assets

In connection with the Transactions, the Companys intangible assets were valued by management. The carrying amount and accumulated amortization of intangible assets
consisted of the following:



|                                     |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|------------------------------------ |  | ------------------------------------ |  | ------------------- | ------- | ----------------------- | - | ------- | ------------ |  | - | -------
|                                     |  | WeightedAverageUseful Life(in years) |  | GrossCarryingAmount |         | AccumulatedAmortization |   |         | NetBookValue
|June 28, 2008                        |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|Indefinite life:                     |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|Tradenames                           |  | N/A                                  |  | $                   | 359,862 |                         | $ |        |              |  | $ | 359,862
|                                     |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|Finite-lived intangible assets:      |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|Customer lists                       |  | 5                                    |  |                     | 65,407  |                         |   | (18,765 | )            |  |   | 46,642 
|Favorable lease agreements           |  | 5                                    |  |                     | 2,330   |                         |   | (866    | )            |  |   | 1,464  
|Other                                |  | 3                                    |  |                     | 36      |                         |   | (17     | )            |  |   | 19     
|                                     |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|Total finite-lived intangible assets |  |                                      |  |                     | 67,773  |                         |   | (19,648 | )            |  |   | 48,125 
|                                     |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|Total intangible assets              |  |                                      |  | $                   | 427,635 |                         | $ | (19,648 | )            |  |   | 407,987
|                                     |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|December 29, 2007                    |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|Indefinite life:                     |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|Tradename                            |  | N/A                                  |  | $                   | 359,862 |                         | $ |        |              |  | $ | 359,862
|                                     |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|Finite-lived intangible assets:      |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|Customer lists                       |  | 5                                    |  |                     | 64,700  |                         |   | (12,081 | )            |  |   | 52,619 
|Favorable lease agreements           |  | 5                                    |  |                     | 2,330   |                         |   | (592    | )            |  |   | 1,738  
|Other                                |  | 3                                    |  |                     | 36      |                         |   | (13     | )            |  |   | 23     
|                                     |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|Total finite-lived intangible assets |  |                                      |  |                     | 67,066  |                         |   | (12,686 | )            |  |   | 54,380 
|                                     |  |                                      |  |                     |         |                         |   |         |              |  |   |        
|Total intangible assets              |  |                                      |  | $                   | 426,928 |                         | $ | (12,686 | )            |  | $ | 414,242
|                                     |  |                                      |  |                     |         |                         |   |         |              |  |   |        

Total amortization expense from finitelived intangible assets was $3,478 and $3,510 for the thirteen weeks
ended June 28, 2008 and June 30, 2007, respectively. Total amortization expense from finitelived intangible assets was $6,962 for the twenty-six weeks ended June 28, 2008, $5,670 for the period February 6, 2007 to
June 30, 2007 and $178 for the period December 31, 2006 to February 5, 2007. The intangible assets are amortized on a straight line basis. Favorable lease agreements are amortized over the remaining lease term of each respective
lease.

Aggregate amortization expense related to intangible assets at June 28, 2008 in the remainder of fiscal 2008 and in each of the next five
fiscal years is expected to be as follows:



|           |  |   |       
|---------- |  | - | ------
|2008       |  | $ | 7,024 
|2009       |  |   | 13,905
|2010       |  |   | 12,789
|2011       |  |   | 12,643
|2012       |  |   | 1,497 
|2013       |  |   | 202   
|Thereafter |  |   | 65    
|           |  |   |       
|Total      |  | $ | 48,125
|           |  |   |       

Goodwill

The
Company has two reportable segments  retail and wholesale. In connection with the Transactions, the Company recorded goodwill in the amount of $1,019,757. This goodwill was allocated to retail in the amount of $354,937 and wholesale in the
amount of $664,820. Subsequent to the Transactions an additional $225 of goodwill was recorded in relation to an additional purchase price payment related to the Aroma Naturals acquisition. This payment was accrued in the fourth quarter of 2007 and
paid during the first quarter of 2008. Aroma Naturals is reported within the wholesale segment.

Goodwill is not amortized but is subject to annual
impairment tests in accordance with SFAS 142. The Company completed its annual impairment testing of goodwill and indefinite-lived intangible assets as of November 3, 2007 and no impairment was recorded as a result of these tests.



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##### Table of Contents

|7. | LONG-TERM DEBT
|-- | --------------

Long-term debt consisted of the following at June 28,
2008 and December 29, 2007:



|                                         |  |              |           |                  |   |          
|---------------------------------------- |  | ------------ | --------- | ---------------- | - | ---------
|                                         |  | June 28,2008 |           | December 29,2007
|Senior secured revolving credit facility |  | $            | 44,000    |                  | $ | 5,000    
|Senior secured term loan facility        |  |              | 600,125   |                  |   | 600,125  
|Senior notes due 2015                    |  |              | 325,000   |                  |   | 325,000  
|Senior subordinated notes due 2017       |  |              | 188,000   |                  |   | 200,000  
|                                         |  |              |           |                  |   |          
|Total                                    |  |              | 1,157,125 |                  |   | 1,130,125
|Less current portion                     |  |              | 6,500     |                  |   | 6,500    
|                                         |  |              |           |                  |   |          
|Long-term debt                           |  | $            | 1,150,625 |                  | $ | 1,123,625
|                                         |  |              |           |                  |   |          

Senior Secured Credit Facility

The Companys senior secured credit facility (the Credit Facility) consists of a $650,000 senior secured term loan facility maturing on February 6, 2014 and a $125,000 senior secured revolving
credit facility, which expires on February 6, 2013. The senior secured term loan facility was used by the Company to finance part of the Merger. The senior secured revolving credit facility is being used by the Company for, among other things,
working capital, letters of credit and other general corporate purposes.

All borrowings under the Credit Facility bear interest at a rate per annum equal
to an applicable margin, plus, at the Companys option, (i) the higher of (a) the prime rate (as set forth on the British Banking Association Telerate Page 5) and (b) the federal funds effective rate, plus one-half percent
(0.50%) per annum or (ii) the Eurodollar rate, and resets periodically. In addition to paying interest on outstanding principal under the senior secured credit facility, the Company is required to pay a commitment fee to the lenders in respect
of unutilized loan commitments at a rate of 0.50% per annum. As of June 28, 2008, the weighted average combined interest rate on the senior secured term loan facility and senior secured revolving credit facility was 4.62%.

All obligations under the Credit Facility are guaranteed by the Parent and each of the Companys existing and future domestic subsidiaries. In addition, the Credit
Facility is secured by first priority perfected liens on all of the Companys capital stock and substantially all of the Companys existing and future material assets and the existing and future material assets of the Companys
guarantors, except that only up to 66% of the voting capital stock of the first tier foreign subsidiaries and 100% of the nonvoting capital stock of such foreign subsidiaries will be pledged in favor of the senior secured credit facility and
each of the guarantors assets.

The Credit Facility permits all or any portion of the loans outstanding to be prepaid at any time and commitments to
be terminated in whole or in part at the Companys option without premium or penalty. The Company is required to repay amounts borrowed under the senior secured term loan facility in equal quarterly installments in an aggregate annual amount
equal to one percent (1.0%) of the original principal amount of the senior secured term loan facility with the balance being payable on the maturity date of the senior secured term loan facility.

Subject to certain exceptions, the Credit Facility requires that 100% of the net proceeds from certain asset sales, casualty insurance, condemnations and debt issuances,
and 50% (subject to step downs) from excess cash flow, as defined, for each fiscal year must be used to pay down outstanding borrowings.

The Credit
Facility and related agreements contain customary financial and other covenants, including, but not limited to, maximum consolidated total secured leverage (net of certain cash and cash equivalents) and certain other limitations on the Company and
certain of the Companys restricted subsidiaries, as defined in the Credit Facility, ability to incur additional debt, guarantee other obligations, grant liens on assets, make investments or acquisitions, dispose of assets, make optional
payments or modifications of other debt instruments, pay dividends or other payments on capital stock, engage in mergers or consolidations, enter into sale and leaseback transactions, enter into arrangements that restrict the Companys ability
to pay dividends or grant liens and engage in transactions with affiliates. The Credit Facility requires that the Company maintain at the end of each fiscal quarter, commencing with the quarter ended December 29, 2007, a consolidated total
secured debt (net of certain cash and cash equivalents) to consolidated EBITDA ratio of no more than 4.50 to 1.00. As of June 28, 2008, the consolidated total secured debt to consolidated EBITDA ratio was 3.44 to 1.00.

As of June 28, 2008, $44,000 was outstanding under the senior secured revolving credit facility and there were outstanding letters of credit of $2,002, leaving
$78,998 in availability.

Senior Notes and Senior Subordinated Notes

The senior notes due 2015 bear interest at a per annum rate equal to 8.50%. Interest is paid every six months on February 15 and August 15, beginning on August 15, 2007. The senior subordinated notes
due 2017 bear interest at a per annum rate equal to 9.75%. Interest is paid every six months on February 15 and August 15, beginning on August 15, 2007. The senior notes mature on February 15, 2015 and the senior subordinated
notes mature on February 15, 2017.

Obligations under the senior notes are guaranteed on an unsecured senior basis and obligations under the senior
subordinated notes are guaranteed on an unsecured senior subordinated basis, by Parent and the Companys existing and future domestic subsidiaries. If the Company cannot make any payment on either or both series of notes, the guarantors must
make the payment instead.

In the event of certain change in control events specified in the indentures governing the notes, the Company must offer to
repurchase all or a portion of the notes at 101% of the principal amount of the exchange notes on the date of purchase, plus any accrued and unpaid interest to the date of repurchase.

Senior Notes Redemption ProvisionsThe senior note indenture permits the Company on or after February 15, 2011, to redeem all or a part of the senior notes at its option at the redemption prices set
forth below (expressed as a percentage of the principal amount), plus accrued and unpaid interest, on the senior notes to be redeemed to the applicable redemption date if redeemed during the twelve-month period beginning on February 15 of the
years indicated below:



|                    |  |            |  
|------------------- |  | ---------- | -
|Year                |  | Percentage |  
|2011                |  | 104.250    | %
|2012                |  | 102.125    | %
|2013 and thereafter |  | 100.000    | %



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The senior notes may also be redeemed, in whole or in part, at any time prior to February 15, 2011, at a redemption
price equal to 100% of the principal amount of the senior notes redeemed plus a make whole premium calculated in accordance with the indenture plus accrued and unpaid interest to the applicable redemption date.

In addition, at any time prior to February 15, 2010, the Company under certain conditions may on one or more occasions redeem in the aggregate up to 35% of the
aggregate principal amount of the senior notes issued under the indenture with the net cash proceeds of one or more equity offerings, at a redemption price of 108.500% of the principal amount of the senior notes, plus accrued and unpaid interest, to
the redemption date provided such redemption occurs within 90 days after such equity offering.

Senior Subordinated Notes Redemption
ProvisionsThe senior subordinated note indenture permits the Company on or after February 15, 2012, to redeem all or a part of the senior subordinated notes at its option at the redemption prices set forth below (expressed as a
percentage of the principal amount), plus accrued and unpaid interest, on the senior notes to be redeemed to the applicable redemption date if redeemed during the twelve-month period beginning on February 15 of the years indicated below:



|                    |  |            |  
|------------------- |  | ---------- | -
|Year                |  | Percentage |  
|2012                |  | 104.875    | %
|2013                |  | 103.250    | %
|2014                |  | 101.625    | %
|2015 and thereafter |  | 100.000    | %

The senior subordinated notes may also be redeemed, in whole or in part, at any time prior to February 15,
2012, at a redemption price equal to 100% of the principal amount of the senior notes redeemed plus a make whole premium calculated in accordance with the indenture plus accrued and unpaid interest to the applicable redemption date.

In addition, at any time prior to February 15, 2010, the Company under certain conditions may on one or more occasions redeem in the aggregate up to 35% of the
aggregate principal amount of the senior subordinated notes issued under the indenture with the net cash proceeds of one or more equity offerings, at a redemption price of 109.750% of the principal amount of the senior notes, plus accrued and unpaid
interest, to the redemption date provided such redemption occurs within 90 days of such equity offering.

During the thirteen weeks ended June 28,
2008, the Company paid $9,505, plus accrued interest of $414 to repurchase $12,000 of the senior subordinated notes in the open market. In connection with this repurchase, the Company recorded a gain of $2,131, net of deferred financing costs
written off in the amount of $364. The repurchase was authorized by the Companys Board of Directors pursuant to a resolution adopted on May 20, 2008.



|8. | INCOME TAXES
|-- | ------------

The income tax benefit for the thirteen weeks ended
June 28, 2008 was $5,890 compared to $13,773 for the thirteen weeks ended June 30, 2007. The effective tax rates for the thirteen weeks ended June 28, 2008 and June 30, 2007 were 38.7% and 45.3%, respectively.

The income tax benefit for the twenty-six weeks ended June 28, 2008 was $10,768 compared to $26,639 for the period February 6, 2007 to June 30, 2007 and
$340 for the period December 31, 2006 to February 5, 2007. The effective tax rate for the twenty-six weeks ended June 28, 2008 was 38.5%. The effective tax rates for the periods February 6, 2007 to June 30, 2007 and
December 31, 2006 to February 5, 2007 were 41.6% and 15.7%, respectively. The change in the effective tax rate is primarily the net result of non-recurring effects of the merger in the prior year.

The Company files income tax returns in the U.S. federal jurisdiction, various states, and in the United Kingdom. The Companys earliest open U.S. federal tax year
and United Kingdom tax year is 2005. In addition, open tax years related to states remain subject to examination but are not considered material.



|9. | DERIVATIVE FINANCIAL INSTRUMENTS
|-- | --------------------------------

The Company follows SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, (SFAS 133), as amended and related interpretations. SFAS 133 establishes accounting and reporting standards for derivative instruments. Specifically, SFAS 133 requires an
entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either stockholders equity as
accumulated other comprehensive income (loss) or net income (loss) depending on whether the derivative instrument qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity.

The Company uses interest rate swaps to eliminate the variability of a portion of cash flows associated with the forecasted interest payments on its $650,000 senior
secured term loan facility. This is achieved through converting a portion of the floating rate senior secured term loan facility to a fixed rate by entering into pay-fixed interest rate swaps. The Company has determined that its interest rate swap
agreements have been appropriately designated and documented as a cash flow hedges under SFAS 133.

On February 14, 2007 the Company entered into an
interest rate swap agreement to hedge a portion of the cash flows associated with its $650,000 senior secured term loan facility. This agreement has a total notional value of $415,000. The $415,000 notional value amortizes over the life of the swap.
This interest rate swap agreement effectively converts approximately 60% of the outstanding amount under the senior secured term loan facility, which is floatingrate debt, to a fixedrate by having the Company pay fixedrate amounts
in exchange for the receipt of the amount of the floatingrate interest payments. Under the terms of this agreement, a quarterly net settlement is made for the difference between the fixed rate of 5.095% and the variable rate based upon the
threemonth LIBOR rate on the notional amount of the interest rate swap. This interest rate swap agreement terminates on February 14, 2010.

As
of June 28, 2008 the Company recorded the fair value of the derivative liability of $9,187 in other current liabilities, and $5,593 and $3,594 in other comprehensive loss and deferred taxes, respectively. For the thirteen and twenty-six weeks
ended June 28, 2008 and the thirteen weeks ended June 30, 2007 and the period February 6, 2007 to June 30, 2007 there was no hedge ineffectiveness recorded in earnings.

On February 13, 2008 the Company entered into an interest rate swap agreement, effective March 31, 2008, to hedge an additional portion of the cash flows
associated with its $650,000 senior secured term loan facility. The agreement has an initial notional value of $100,000. The $100,000 notional value increases on March 31, 2010 to approximately $397,000 and then amortizes over the remaining
life of the swap. The interest rate swap agreement converts amounts under the senior secured term loan facility, which is floatingrate debt, to a fixedrate by having the Company pay fixedrate amounts in exchange for the receipt of
the amount of the floatingrate interest payments. Under the terms of this agreement, a quarterly net settlement is made for the difference between the fixed rate of 3.347% and the variable rate based upon the threemonth LIBOR rate on the
notional amount of the interest rate swap. This interest rate swap agreement terminates on March 31, 2011.



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As of June 28, 2008 the Company recorded the fair value of the derivative asset of $4,556 in prepaid expenses and
other current assets and $2,774 and $1,782 in other comprehensive loss and deferred taxes, respectively. For the thirteen and twenty-six weeks ended June 28, 2008 there was no hedge ineffectiveness recorded in earnings.



|10. | FAIR VALUE MEASUREMENTS
|--- | -----------------------

On December 30, 2007 the Company adopted
SFAS No. 157 Fair Value Measurements (SFAS 157), as described in Note 13, Recent Accounting Pronouncements. The adoption of SFAS 157 did not have a material effect on the Companys financial statements. SFAS 157
defines fair value, provides a consistent framework for measuring fair value under GAAP and expands fair value financial statement disclosure requirements. SFAS 157s valuation techniques are based on observable and unobservable inputs.
Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect market assumptions. SFAS 157 classifies these inputs into the following hierarchy:

Level 1 Inputs Quoted prices for identical instruments in active markets.

Level 2 Inputs Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are
observable or whose significant value drivers are observable.

Level 3 Inputs Instruments with primarily unobservable value drivers.

The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of
June 28, 2008.



|                           |  |                                                                 |     |         |   |         |  |       |   |  |   |      
|-------------------------- |  | --------------------------------------------------------------- | --- | ------- | - | ------- |  | ----- | - |  | - | -----
|                           |  | Fair Value Measurements on a Recurring Basisas of June 28, 2008
|                           |  | Level 1                                                         |     | Level 2 |   | Level 3 |  | Total
|Assets                     |  |                                                                 |     |         |   |         |  |       |   |  |   |      
|Interest rate swap         |  | $                                                               |    |         | $ | 4,556   |  | $     |  |  | $ | 4,556
|Marketable securities      |  |                                                                 | 658 |         |   |        |  |       |  |  |   | 658  
|                           |  |                                                                 |     |         |   |         |  |       |   |  |   |      
|Total Assets               |  | $                                                               | 658 |         | $ | 4,556   |  | $     |  |  | $ | 5,214
|                           |  |                                                                 |     |         |   |         |  |       |   |  |   |      
|Liabilities                |  |                                                                 |     |         |   |         |  |       |   |  |   |      
|Interest rate swap         |  | $                                                               |    |         | $ | 9,187   |  | $     |  |  | $ | 9,187
|Deferred compensation plan |  |                                                                 | 658 |         |   |        |  |       |  |  |   | 658  
|                           |  |                                                                 |     |         |   |         |  |       |   |  |   |      
|Total Liabilities          |  | $                                                               | 658 |         | $ | 9,187   |  | $     |  |  | $ | 9,845
|                           |  |                                                                 |     |         |   |         |  |       |   |  |   |      

The Company holds marketable securities in its deferred compensation plan. The marketable securities consist of
investments in mutual funds and are recorded at fair value based on third party quotes. The Company uses an income approach to value the asset and liability for its outstanding interest rate swaps. The interest rate swaps are valued using an income
approach which consists of a discounted cash flow model that takes into account the present value of future cash flows under the terms of the contract using current market information as of the reporting date such as the three month LIBOR curve and
the creditworthiness of the Company and its counterparties.



|11. | COMPREHENSIVE LOSS
|--- | ------------------

The computation of comprehensive loss is as follows:



|                                                             |  |                                |        |   |                                |   |         |                                  |  |   |                                      |   |  |                                          |         |   |  |   |        |  
|------------------------------------------------------------ |  | ------------------------------ | ------ | - | ------------------------------ | - | ------- | -------------------------------- |  | - | ------------------------------------ | - |  | ---------------------------------------- | ------- | - |  | - | ------ | -
|                                                             |  | Successor                      |        |   | Predecessor                    |  
|                                                             |  | ThirteenWeeksEndedJune 28,2008 |        |   | ThirteenWeeksEndedJune 30,2007 |   |         | Twenty-SixWeeksEndedJune 28,2008 |  |   | PeriodFebruary 6,2007 toJune 30,2007 |   |  | PeriodDecember 31,2006 toFebruary 5,2007 |        
|Net loss                                                     |  | $                              | (9,342 | ) |                                | $ | (16,665 | )                                |  | $ | (17,200                              | ) |  | $                                        | (37,397 | ) |  | $ | (1,830 | )
|Other comprehensive income:                                  |  |                                |        |   |                                |   |         |                                  |  |   |                                      |   |  |                                          |         |   |  |   |        |  
|Currency translation adjustments                             |  |                                | 95     |   |                                |   | (107    | )                                |  |   | 62                                   |   |  |                                          | (87     | ) |  |   | 58     |  
|Change in unrealized loss on interest rate swaps, net of tax |  |                                | 8,138  |   |                                |   | 2,503   |                                  |  |   | 2,911                                |   |  |                                          | 1,046   |   |  |   |       |  
|                                                             |  |                                |        |   |                                |   |         |                                  |  |   |                                      |   |  |                                          |         |   |  |   |        |  
|Other comprehensive income                                   |  |                                | 8,233  |   |                                |   | 2,396   |                                  |  |   | 2,973                                |   |  |                                          | 959     |   |  |   | 58     |  
|                                                             |  |                                |        |   |                                |   |         |                                  |  |   |                                      |   |  |                                          |         |   |  |   |        |  
|Comprehensive loss                                           |  | $                              | (1,109 | ) |                                | $ | (14,269 | )                                |  | $ | (14,227                              | ) |  | $                                        | (36,438 | ) |  | $ | (1,772 | )
|                                                             |  |                                |        |   |                                |   |         |                                  |  |   |                                      |   |  |                                          |         |   |  |   |        |  



|12. | RELATED PARTY TRANSACTIONS
|--- | --------------------------

Upon closing of the Transactions, the Company
entered into a management services contract with an affiliate of MDP pursuant to which MDP provides the Company with management and consulting services and financial and advisory services on an ongoing basis for a fee of $1,500 per year, payable in
equal quarterly installments, and reimbursement of outofpocket expenses incurred in connection with the provision of such services. Under this management services agreement, the Company also agreed to provide customary indemnification.
Pursuant to such agreement, at the closing of the Transactions, MDP received a fee of approximately $15,000 plus outofpocket expenses for services rendered in connection with the Transactions. The Company recorded fees associated with
the annual management fee of $375 for the thirteen weeks ended June 28, 2008 and June 30, 2007 and $750 for the twenty-six weeks ended June 28, 2008 and the period February 6, 2007 to June 30, 2007.



|13. | RECENT ACCOUNTING PRONOUNCEMENTS
|--- | --------------------------------

In September 2006, the FASB issued SFAS
No. 157, Fair Value Measurements, (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements. SFAS 157 does not expand or require new fair value measures, however the application of this statement may change current practice. The requirements of SFAS 157 are first effective for
our fiscal year beginning December 30, 2007 and interim periods within that fiscal year. However, in February 2008 the FASB decided that an entity need not apply this standard to nonfinancial assets and liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis until the subsequent year. Accordingly, on December 30, 2007 the Company adopted the provisions of SFAS 157 with respect to its



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financial assets and liabilities. The provisions of SFAS 157 have not been applied to its non-financial assets and liabilities. The application of SFAS 157
to non-financial assets and liabilities is effective for our fiscal year beginning on January 4, 2009. The Company is still evaluating the impact of adopting SFAS 157 with respect to our non-financial assets and liabilities, however, we do not
believe the adoption will have a material effect on our financial condition, results of operations and cash flows. See Note 10, Fair Value Measurements for the impact of the adoption of SFAS 157 related to the financial assets and
liabilities of the Company.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities  Including an amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 permits entities to measure many financial instruments and certain other items at fair value. Entities that elect the fair value option will report
unrealized gains and losses in earnings at each subsequent reporting date. SFAS 159 also establishes presentation and disclosure requirements. The Company adopted SFAS 159 on December 30, 2007 and has elected not to apply the fair value option
to any of its financial instruments other than those described in Note 10.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 amends and expands the disclosure requirements of SFAS 133 with the intent to provide users of financial statements with an
enhanced understanding of how and why an entity uses derivative instruments and their impact on an entitys financial position, financial performance and cash flows. The requirements of SFAS 161 are effective for our fiscal year beginning
on January 4, 2009. The Company is in the process of evaluating the impact of adopting SFAS 161 on our derivative disclosures.

In May 2008, the
Financial Accounting Standards Board (FASB) issued SFAS No. 162, Hierarchy of Generally Accepted Accounting Principles (SFAS 162). This statement is intended to improve financial reporting by identifying a consistent
framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements of nongovernmental entities that are presented in conformity with GAAP. This statement will be effective 60 days following the U.S. Securities
and Exchange Commissions approval of the Public Company Accounting Oversight Board amendment to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is
currently evaluating the potential impact, if any, of the adoption of SFAS 162 on its financial condition, results of operations and cash flows.



|14. | SEGMENTS OF ENTERPRISE AND RELATED INFORMATION
|--- | ----------------------------------------------

The Company has segmented
its operations in a manner that reflects how its chief operating decisionmaker (the CEO) currently reviews the results of the Company and its subsidiaries businesses. The Company has two reportable segmentsretail and
wholesale. The identification of these segments results from managements recognition that while the product sold is similar, the type of customer for the product and services and methods used to distribute the product are different.

The CEO evaluates both its retail and wholesale operations based on an operating earnings measure. Such measure gives recognition to
specifically identifiable operating costs such as cost of sales and selling expenses. Administrative charges are generally not allocated to specific operating segments and are accordingly reflected in the unallocated/corporate/other reconciliation
to the total consolidated results. As described in Note 3, the Merger of the Company on February 6, 2007 resulted in several purchase accounting adjustments to record assets and liabilities acquired at fair market value. The effects of purchase
accounting adjustments on the operations of the Successor are not included in segment operations below, consistent with internal reports used by the CEO. These amounts are also included in the unallocated/corporate/other column. Other components of
the condensed consolidated statements of operations, which are classified below operating income, are also not allocated by segments. The Company does not account for or report assets, capital expenditures or depreciation and amortization by segment
to the CEO.

The following are the relevant data for the thirteen weeks ended June 28, 2008 (Successor) and June 30, 2007 (Successor), the
twenty-six weeks ended June 28, 2008 (Successor) the period February 6, 2007 to June 30, 2007 (Successor), and the period December 31, 2006 to February 5, 2007 (Predecessor):



|                                               |  |        |         |           |   |                             |  |   |                                                         |   |  |   |         |  
|---------------------------------------------- |  | ------ | ------- | --------- | - | --------------------------- |  | - | ------------------------------------------------------- | - |  | - | ------- | -
|Successor Thirteen Weeks Ended June 28, 2008   |  | Retail |         | Wholesale |   | Unallocated/Corporate/Other |  |   | Balance perCondensedConsolidatedStatements ofOperations |  
|Sales                                          |  | $      | 70,553  |           | $ | 56,919                      |  | $ |                                                        |   |  | $ | 127,472 |  
|Gross profit                                   |  |        | 45,363  |           |   | 26,944                      |  |   | 161                                                     |   |  |   | 72,468  |  
|Selling expenses                               |  |        | 38,807  |           |   | 9,542                       |  |   | 3,851                                                   |   |  |   | 52,200  |  
|Income (loss) from operations                  |  |        | 6,556   |           |   | 17,401                      |  |   | (18,380                                                 | ) |  |   | 5,577   |  
|Other expense, net                             |  |        |        |           |   |                            |  |   | (20,809                                                 | ) |  |   | (20,809 | )
|Loss before benefit from income taxes          |  |        |        |           |   |                            |  |   |                                                        |   |  |   | (15,232 | )
|                                               |  |        |         |          
|Successor Thirteen Weeks Ended June 30, 2007   |  | Retail |         | Wholesale |   | Unallocated/Corporate/Other |  |   | Balance perCondensedConsolidatedStatements ofOperations |  
|Sales                                          |  | $      | 71,761  |           | $ | 61,654                      |  | $ |                                                        |   |  | $ | 133,415 |  
|Gross profit                                   |  |        | 45,310  |           |   | 28,173                      |  |   | (12,986                                                 | ) |  |   | 60,497  |  
|Selling expenses                               |  |        | 38,582  |           |   | 5,046                       |  |   | 3,982                                                   |   |  |   | 47,610  |  
|Income (loss) from operations                  |  |        | 6,728   |           |   | 23,127                      |  |   | (35,399                                                 | ) |  |   | (5,544  | )
|Other expense, net                             |  |        |        |           |   |                            |  |   | (24,894                                                 | ) |  |   | (24,894 | )
|Loss before benefit from income taxes          |  |        |        |           |   |                            |  |   |                                                        |   |  |   | (30,438 | )
|                                               |  |        |         |          
|Successor Twenty-Six Weeks Ended June 28, 2008 |  | Retail |         | Wholesale |   | Unallocated/Corporate/Other |  |   | Balance perCondensedConsolidatedStatements ofOperations |  
|Sales                                          |  | $      | 143,392 |           | $ | 124,979                     |  | $ |                                                        |   |  | $ | 268,371 |  
|Gross profit                                   |  |        | 90,663  |           |   | 57,914                      |  |   | 253                                                     |   |  |   | 148,830 |  
|Selling expenses                               |  |        | 79,218  |           |   | 14,907                      |  |   | 7,589                                                   |   |  |   | 101,714 |  
|Income (loss) from operations                  |  |        | 11,445  |           |   | 43,007                      |  |   | (37,916                                                 | ) |  |   | 16,536  |  
|Other expense, net                             |  |        |        |           |   |                            |  |   | (44,504                                                 | ) |  |   | (44,504 | )
|Loss before benefit from income taxes          |  |        |        |           |   |                            |  |   |                                                        |   |  |   | (27,968 | )



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|                                                         |  |        |         |           |   |                             |  |   |                                                         |   |  |   |         |  
|-------------------------------------------------------- |  | ------ | ------- | --------- | - | --------------------------- |  | - | ------------------------------------------------------- | - |  | - | ------- | -
|                                                         |  |        |         |          
|Successor Period February 6, 2007 to June 30, 2007       |  | Retail |         | Wholesale |   | Unallocated/Corporate/Other |  |   | Balance perCondensedConsolidatedStatements ofOperations |  
|Sales                                                    |  | $      | 114,610 |           | $ | 108,422                     |  | $ |                                                        |   |  | $ | 223,032 |  
|Gross profit                                             |  |        | 74,683  |           |   | 49,759                      |  |   | (40,436                                                 | ) |  |   | 84,006  |  
|Selling expenses                                         |  |        | 62,301  |           |   | 8,315                       |  |   | 6,437                                                   |   |  |   | 77,053  |  
|Income (loss) from operations                            |  |        | 12,382  |           |   | 41,444                      |  |   | (77,126                                                 | ) |  |   | (23,300 | )
|Other expense, net                                       |  |        |        |           |   |                            |  |   | (40,736                                                 | ) |  |   | (40,736 | )
|Loss before benefit from income taxes                    |  |        |        |           |   |                            |  |   |                                                        |   |  |   | (64,036 | )
|                                                         |  |        |         |          
|Predecessor Period December 31, 2006 to February 5, 2007 |  | Retail |         | Wholesale |   | Unallocated/Corporate/Other |  |   | Balance perCondensedConsolidatedStatements ofOperations |  
|Sales                                                    |  | $      | 26,530  |           | $ | 26,852                      |  | $ |                                                        |   |  | $ | 53,382  |  
|Gross profit                                             |  |        | 15,653  |           |   | 13,176                      |  |   |                                                        |   |  |   | 28,829  |  
|Selling expenses                                         |  |        | 14,423  |           |   | 1,778                       |  |   |                                                        |   |  |   | 16,201  |  
|Income (loss) from operations                            |  |        | 1,230   |           |   | 11,398                      |  |   | (13,828                                                 | ) |  |   | (1,200  | )
|Other expense, net                                       |  |        |        |           |   |                            |  |   | (970                                                    | ) |  |   | (970    | )
|Loss before benefit from income taxes                    |  |        |        |           |   |                            |  |   |                                                        |   |  |   | (2,170  | )

Sales for the Companys international operations, which are included in the wholesale segment for reporting
purposes, were approximately $10,529 and $8,800 for the thirteen weeks ended June 28, 2008 and June 30, 2007, respectively. For the twenty-six weeks ended June 28, 2008 and for the periods February 6, 2007 to June 30, 2007
and December 31, 2006 to February 5, 2007, sales for the Companys international operations were approximately $20,136, $14,174 and $2,021, respectively. Long lived assets of the Companys international operations were
approximately $1,046 and $1,192 as of June 28, 2008 and June 30, 2007, respectively.



|15. | RESTRUCTURING CHARGE
|--- | --------------------

During the first quarter of fiscal 2008, the Company
initiated a restructuring plan designed to close three underperforming Illuminations stores and move the Illuminations corporate headquarters from Petaluma, California to the Companys South Deerfield, Massachusetts headquarters. In connection
with this restructuring plan, a charge of $1,475 was recorded during the thirteen weeks ended March 29, 2008. Included in the restructuring charge was $632 related to lease termination costs, $493 related to non-cash fixed assets write-offs and
other costs, and $350 in employee related costs. As of March 29, 2008 the three underperforming stores had been closed.

In accounting for the
restructuring charge, the Company complied with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which requires that a liability for costs associated with an exit or disposal activity be recognized and
measured initially at fair value when the liability is incurred.

The following is a summary of restructuring charge activity for the thirteen and
twenty-six weeks ended June 28, 2008:



|                                 |         |                                      |           |                                    |                           |     |                           |   |     |   |  |   |    
|-------------------------------- | ------- | ------------------------------------ | --------- | ---------------------------------- | ------------------------- | --- | ------------------------- | - | --- | - |  | - | ---
|                                 |         | Accruedas ofMarch 29,2008            |           | Thirteen Weeks ended June 28, 2008 |                           |     | Accrued as ofJune 28,2008
|                                 |         | CostsPaid                            |           | Non-CashCharges                    |                           |    
|Occupancy related                |         | $                                    | 431       |                                    | $                         | 35  |                           | $ | (44 | ) |  | $ | 440
|Fixed asset impairment and other |         |                                      | 42        |                                    |                           | 42  |                           |   |     |   |  |   | 0  
|Employee related                 |         |                                      | 256       |                                    |                           | 158 |                           |   |     |   |  |   | 98 
|                                 |         |                                      |           |                                    |                           |     |                           |   |     |   |  |   |    
|Total                            |         | $                                    | 729       |                                    | $                         | 235 |                           | $ | (44 | ) |  | $ | 538
|                                 |         |                                      |           |                                    |                           |     |                           |   |     |   |  |   |    
|                                 |         |                                     
|                                 |         | Twenty-Six Weeks Ended June 28, 2008 |           |                                    | Accrued as ofJune 28,2008
|                                 | Expense |                                      | CostsPaid |                                    | Non-CashCharges           |     |                          
|Occupancy related                |         | $                                    | 632       |                                    | $                         | 236 |                           | $ | (44 | ) |  | $ | 440
|Fixed asset impairment and other |         |                                      | 493       |                                    |                           | 42  |                           |   | 451 |   |  |   | 0  
|Employee related                 |         |                                      | 350       |                                    |                           | 252 |                           |   |     |   |  |   | 98 
|                                 |         |                                      |           |                                    |                           |     |                           |   |     |   |  |   |    
|Total                            |         | $                                    | 1,475     |                                    | $                         | 530 |                           | $ | 407 |   |  | $ | 538
|                                 |         |                                      |           |                                    |                           |     |                           |   |     |   |  |   |    

The company expects employee related costs to be paid by the end of fiscal year 2008 and occupancy related costs
to be paid by March 2013.



|16. | WRITE OFF OF RECEIVABLE
|--- | -----------------------

The Company accounts for its loss contingencies
in accordance with SFAS No. 5, Accounting for Contingencies (SFAS 5). SFAS 5 requires that an estimated loss is recorded when information available prior to the issuance of the financial statements indicates that it is probable that
an asset has been impaired or a liability has been incurred as of the date of the financial statements and the amount of loss can be reasonably estimated. If the threshold of probable is not met disclosure of the contingency should be made when
there is at least a reasonable possibility that a loss has been incurred.

On May 2, 2008, one of the Companys wholesale customers, Linens
N Things, filed a petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Company has an outstanding receivable balance due from Linens N Things and is an unsecured creditor with respect to that receivable. During
the quarter ended June 28, 2008 the Company determined it probable that the outstanding pre-petition receivable balance with Linens N Things had become impaired and recorded a bad debt provision in the amount of $4.5 million. The Company
will continue to monitor the bankruptcy proceedings.



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|17. | FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES
|--- | -------------------------------------------------------

As discussed in
Note 7, obligations under the senior notes are guaranteed on an unsecured senior basis and obligations under the senior subordinated notes are guaranteed on an unsecured senior subordinated basis by the Parent and 100% of the Companys existing
and future domestic subsidiaries. The senior notes are fully and unconditionally guaranteed by all of our 100% owned U.S. subsidiaries (the Guarantor Subsidiaries) on a senior unsecured basis. These guarantees are joint and several
obligations of the Guarantors. The foreign subsidiary does not guarantee these notes.

The following tables present condensed consolidating supplementary
financial information for the issuer of the notes, the Parent, the issuers domestic guarantor subsidiaries and the non guarantor together with eliminations as of and for the periods indicated. The issuers parent company is also a
guarantor of the notes. Parent was a newly formed entity with no assets, liabilities or operations prior to the completion of the Merger on February 6, 2007. Separate complete financial statements of the respective guarantors would not provide
additional material information that would be useful in assessing the financial composition of the guarantors.

Condensed consolidating financial
information is as follows:



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YANKEE HOLDING CORP. AND SUBSIDIARIES (SUCCESSOR)

CONDENSED CONSOLIDATING BALANCE SHEET

June 28, 2008

(in thousands)



|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |                          |   |        |              |   |          |   |  |   |          
|------------------------------------------- |  | ------ | ------- | --------------- | - | --------- | --------------------- |  | - | ---------------------- | - | ------------------------ | - | ------ | ------------ | - | -------- | - |  | - | ---------
|                                            |  | Parent |         | Issuer of Notes |   |           | GuarantorSubsidiaries |  |   | NonGuarantorSubsidiary |   | IntercompanyEliminations |   |        | Consolidated
|ASSETS                                      |  |        |         |                 |   |           |                       |  |   |                        |   |                          |   |        |              |   |          |   |  |   |          
|CURRENT ASSETS:                             |  |        |         |                 |   |           |                       |  |   |                        |   |                          |   |        |              |   |          |   |  |   |          
|Cash and cash equivalents                   |  | $      |        |                 | $ | (261      | )                     |  | $ | 1,817                  |   |                          | $ | 651    |              | $ |         |   |  | $ | 2,207    
|Accounts receivable, net                    |  |        |        |                 |   | 23,461    |                       |  |   | 539                    |   |                          |   | 7,557  |              |   |         |   |  |   | 31,557   
|Inventory                                   |  |        |        |                 |   | 80,625    |                       |  |   | 1,624                  |   |                          |   | 14,978 |              |   | (4,924   | ) |  |   | 92,303   
|Prepaid expenses and other current assets   |  |        |        |                 |   | 25,630    |                       |  |   | 280                    |   |                          |   | 2,052  |              |   |         |   |  |   | 27,962   
|Deferred tax assets                         |  |        |        |                 |   | 19,182    |                       |  |   | 47                     |   |                          |   |       |              |   |         |   |  |   | 19,229   
|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |                          |   |        |              |   |          |   |  |   |          
|TOTAL CURRENT ASSETS                        |  |        |        |                 |   | 148,637   |                       |  |   | 4,307                  |   |                          |   | 25,238 |              |   | (4,924   | ) |  |   | 173,258  
|PROPERTY AND EQUIPMENT, NET                 |  |        |        |                 |   | 145,744   |                       |  |   | 714                    |   |                          |   | 1,046  |              |   |         |   |  |   | 147,504  
|MARKETABLE SECURITIES                       |  |        |        |                 |   | 658       |                       |  |   |                       |   |                          |   |       |              |   |         |   |  |   | 658      
|GOODWILL                                    |  |        |        |                 |   | 1,010,862 |                       |  |   | 9,120                  |   |                          |   |       |              |   |         |   |  |   | 1,019,982
|INTANGIBLE ASSETS                           |  |        |        |                 |   | 404,629   |                       |  |   | 2,651                  |   |                          |   | 707    |              |   |         |   |  |   | 407,987  
|DEFERRED FINANCING COSTS                    |  |        |        |                 |   | 26,220    |                       |  |   |                       |   |                          |   |       |              |   |         |   |  |   | 26,220   
|OTHER ASSETS                                |  |        |        |                 |   | 1,196     |                       |  |   |                       |   |                          |   | 268    |              |   |         |   |  |   | 1,464    
|INVESTMENT IN SUBSIDIARIES                  |  |        | 402,747 |                 |   | 5,095     |                       |  |   |                       |   |                          |   |       |              |   | (407,842 | ) |  |   |         
|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |                          |   |        |              |   |          |   |  |   |          
|TOTAL ASSETS                                |  | $      | 402,747 |                 | $ | 1,743,041 |                       |  | $ | 16,792                 |   |                          | $ | 27,259 |              | $ | (412,766 | ) |  | $ | 1,777,073
|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |                          |   |        |              |   |          |   |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY        |  |        |         |                 |   |           |                       |  |   |                        |   |                          |   |        |              |   |          |   |  |   |          
|CURRENT LIABILITIES:                        |  |        |         |                 |   |           |                       |  |   |                        |   |                          |   |        |              |   |          |   |  |   |          
|Accounts payable                            |  | $      |        |                 | $ | 28,366    |                       |  | $ | 390                    |   |                          | $ | 1,382  |              | $ |         |   |  | $ | 30,138   
|Accrued payroll                             |  |        |        |                 |   | 11,972    |                       |  |   | 168                    |   |                          |   | 334    |              |   |         |   |  |   | 12,474   
|Accrued interest                            |  |        |        |                 |   | 26,666    |                       |  |   |                       |   |                          |   |       |              |   |         |   |  |   | 26,666   
|Accrued purchases of property and equipment |  |        |        |                 |   | 1,477     |                       |  |   |                       |   |                          |   |       |              |   |         |   |  |   | 1,477    
|Other accrued liabilities                   |  |        |        |                 |   | 21,062    |                       |  |   | 1,700                  |   |                          |   | 1,331  |              |   |         |   |  |   | 24,093   
|Current portion of long-term debt           |  |        |        |                 |   | 6,500     |                       |  |   |                       |   |                          |   |       |              |   |         |   |  |   | 6,500    
|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |                          |   |        |              |   |          |   |  |   |          
|TOTAL CURRENT LIABILITIES                   |  |        |        |                 |   | 96,043    |                       |  |   | 2,258                  |   |                          |   | 3,047  |              |   |         |   |  |   | 101,348  
|DEFERRED COMPENSATION OBLIGATION            |  |        |        |                 |   | 751       |                       |  |   |                       |   |                          |   |       |              |   |         |   |  |   | 751      
|DEFERRED TAX LIABILITIES                    |  |        |        |                 |   | 109,366   |                       |  |   |                       |   |                          |   |       |              |   |         |   |  |   | 109,366  
|LONG-TERM DEBT                              |  |        |        |                 |   | 1,150,625 |                       |  |   |                       |   |                          |   |       |              |   |         |   |  |   | 1,150,625
|DEFERRED RENT                               |  |        |        |                 |   | 10,326    |                       |  |   | 11                     |   |                          |   |       |              |   |         |   |  |   | 10,337   
|OTHER LONG-TERM LIABILITIES                 |  |        |        |                 |   | 1,899     |                       |  |   |                       |   |                          |   |       |              |   |         |   |  |   | 1,899    
|INTERCOMPANY                                |  |        |        |                 |   | (30,473   | )                     |  |   | 15,784                 |   |                          |   | 17,856 |              |   | (3,167   | ) |  |   |         
|STOCKHOLDERS EQUITY                        |  |        | 402,747 |                 |   | 404,504   |                       |  |   | (1,261                 | ) |                          |   | 6,356  |              |   | (409,599 | ) |  |   | 402,747  
|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |                          |   |        |              |   |          |   |  |   |          
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY  |  | $      | 402,747 |                 | $ | 1,743,041 |                       |  | $ | 16,792                 |   |                          | $ | 27,259 |              | $ | (412,766 | ) |  | $ | 1,777,073
|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |                          |   |        |              |   |          |   |  |   |          



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YANKEE HOLDING CORP. AND SUBSIDIARIES (SUCCESSOR)

CONDENSED CONSOLIDATING BALANCE SHEET

December 29, 2007

(in thousands)



|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |  |                          |        |   |              |   |          |   |  |   |          
|------------------------------------------- |  | ------ | ------- | --------------- | - | --------- | --------------------- |  | - | ---------------------- | - |  | ------------------------ | ------ | - | ------------ | - | -------- | - |  | - | ---------
|                                            |  | Parent |         | Issuer of Notes |   |           | GuarantorSubsidiaries |  |   | NonGuarantorSubsidiary |   |  | IntercompanyEliminations |        |   | Consolidated
|ASSETS                                      |  |        |         |                 |   |           |                       |  |   |                        |   |  |                          |        |   |              |   |          |   |  |   |          
|CURRENT ASSETS:                             |  |        |         |                 |   |           |                       |  |   |                        |   |  |                          |        |   |              |   |          |   |  |   |          
|Cash and cash equivalents                   |  | $      |        |                 | $ | 1,316     |                       |  | $ | 2,341                  |   |  | $                        | 1,970  |   |              | $ |         |   |  | $ | 5,627    
|Accounts receivable, net                    |  |        |        |                 |   | 40,655    |                       |  |   | 1,251                  |   |  |                          | 10,220 |   |              |   |         |   |  |   | 52,126   
|Inventory                                   |  |        |        |                 |   | 60,580    |                       |  |   | 1,470                  |   |  |                          | 9,494  |   |              |   | (1,581   | ) |  |   | 69,963   
|Prepaid expenses and other current assets   |  |        |        |                 |   | 8,491     |                       |  |   | 66                     |   |  |                          | 787    |   |              |   |         |   |  |   | 9,344    
|Deferred tax assets                         |  |        |        |                 |   | 17,841    |                       |  |   | 430                    |   |  |                          |       |   |              |   |         |   |  |   | 18,271   
|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |  |                          |        |   |              |   |          |   |  |   |          
|TOTAL CURRENT ASSETS                        |  |        |        |                 |   | 128,883   |                       |  |   | 5,558                  |   |  |                          | 22,471 |   |              |   | (1,581   | ) |  |   | 155,331  
|PROPERTY AND EQUIPMENT, NET                 |  |        |        |                 |   | 153,954   |                       |  |   | 829                    |   |  |                          | 1,128  |   |              |   |         |   |  |   | 155,911  
|MARKETABLE SECURITIES                       |  |        |        |                 |   | 259       |                       |  |   |                       |   |  |                          |       |   |              |   |         |   |  |   | 259      
|GOODWILL                                    |  |        |        |                 |   | 1,010,862 |                       |  |   | 9,120                  |   |  |                          |       |   |              |   |         |   |  |   | 1,019,982
|INTANGIBLE ASSETS                           |  |        |        |                 |   | 411,431   |                       |  |   | 2,811                  |   |  |                          |       |   |              |   |         |   |  |   | 414,242  
|DEFERRED FINANCING COSTS                    |  |        |        |                 |   | 28,654    |                       |  |   |                       |   |  |                          |       |   |              |   |         |   |  |   | 28,654   
|OTHER ASSETS                                |  |        |        |                 |   | 1,340     |                       |  |   |                       |   |  |                          | 78     |   |              |   |         |   |  |   | 1,418    
|INVESTMENT IN SUBSIDIARIES                  |  |        | 422,598 |                 |   | 6,370     |                       |  |   |                       |   |  |                          |       |   |              |   | (428,968 | ) |  |   |         
|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |  |                          |        |   |              |   |          |   |  |   |          
|TOTAL ASSETS                                |  | $      | 422,598 |                 | $ | 1,741,753 |                       |  | $ | 18,318                 |   |  | $                        | 23,677 |   |              | $ | (430,549 | ) |  | $ | 1,775,797
|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |  |                          |        |   |              |   |          |   |  |   |          
|LIABILITIES AND STOCKHOLDERS EQUITY        |  |        |         |                 |   |           |                       |  |   |                        |   |  |                          |        |   |              |   |          |   |  |   |          
|CURRENT LIABILITIES:                        |  |        |         |                 |   |           |                       |  |   |                        |   |  |                          |        |   |              |   |          |   |  |   |          
|Accounts payable                            |  | $      |        |                 | $ | 20,350    |                       |  | $ | 355                    |   |  | $                        | 908    |   |              | $ |         |   |  | $ | 21,613   
|Accrued payroll                             |  |        |        |                 |   | 17,016    |                       |  |   | 92                     |   |  |                          | 286    |   |              |   |         |   |  |   | 17,394   
|Accrued interest                            |  |        |        |                 |   | 17,679    |                       |  |   |                       |   |  |                          |       |   |              |   |         |   |  |   | 17,679   
|Accrued income taxes                        |  |        |        |                 |   | 15,755    |                       |  |   |                       |   |  |                          |       |   |              |   |         |   |  |   | 15,755   
|Accrued purchases of property and equipment |  |        |        |                 |   | 2,818     |                       |  |   |                       |   |  |                          |       |   |              |   |         |   |  |   | 2,818    
|Other accrued liabilities                   |  |        |        |                 |   | 31,635    |                       |  |   | 2,934                  |   |  |                          | 1,340  |   |              |   |         |   |  |   | 35,909   
|Current portion of long-term debt           |  |        |        |                 |   | 6,500     |                       |  |   |                       |   |  |                          |       |   |              |   |         |   |  |   | 6,500    
|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |  |                          |        |   |              |   |          |   |  |   |          
|TOTAL CURRENT LIABILITIES                   |  |        |        |                 |   | 111,753   |                       |  |   | 3,381                  |   |  |                          | 2,534  |   |              |   |         |   |  |   | 117,668  
|DEFERRED COMPENSATION OBLIGATION            |  |        |        |                 |   | 410       |                       |  |   |                       |   |  |                          |       |   |              |   |         |   |  |   | 410      
|DEFERRED TAX LIABILITIES                    |  |        |        |                 |   | 105,565   |                       |  |   |                       |   |  |                          |       |   |              |   |         |   |  |   | 105,565  
|LONG-TERM DEBT                              |  |        |        |                 |   | 1,123,625 |                       |  |   |                       |   |  |                          |       |   |              |   |         |   |  |   | 1,123,625
|DEFERRED RENT                               |  |        |        |                 |   | 10,220    |                       |  |   | 10                     |   |  |                          |       |   |              |   |         |   |  |   | 10,230   
|OTHER LONG-TERM LIABILITIES                 |  |        |        |                 |   | 1,694     |                       |  |   |                       |   |  |                          |       |   |              |   |         |   |  |   | 1,694    
|INTERCOMPANY                                |  |        |        |                 |   | (28,735   | )                     |  |   | 15,904                 |   |  |                          | 22,753 |   |              |   | (9,922   | ) |  |   |         
|STOCKHOLDERS EQUITY                        |  |        | 422,598 |                 |   | 417,221   |                       |  |   | (977                   | ) |  |                          | (1,610 | ) |              |   | (420,627 | ) |  |   | 416,605  
|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |  |                          |        |   |              |   |          |   |  |   |          
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY  |  | $      | 422,598 |                 | $ | 1,741,753 |                       |  | $ | 18,318                 |   |  | $                        | 23,677 |   |              | $ | (430,549 | ) |  | $ | 1,775,797
|                                            |  |        |         |                 |   |           |                       |  |   |                        |   |  |                          |        |   |              |   |          |   |  |   |          



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YANKEE HOLDING CORP. AND SUBSIDIARIES (SUCCESSOR)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Thirteen Weeks Ended
June 28, 2008

(in thousands)



|                                                                    |  |        |        |   |                 |   |         |                       |  |   |                        |   |  |                          |       |   |              |   |        |   |  |   |         |  
|------------------------------------------------------------------- |  | ------ | ------ | - | --------------- | - | ------- | --------------------- |  | - | ---------------------- | - |  | ------------------------ | ----- | - | ------------ | - | ------ | - |  | - | ------- | -
|                                                                    |  | Parent |        |   | Issuer of Notes |   |         | GuarantorSubsidiaries |  |   | NonGuarantorSubsidiary |   |  | IntercompanyEliminations |       |   | Consolidated |  
|Sales                                                               |  | $      |       |   |                 | $ | 123,673 |                       |  | $ | 1,670                  |   |  | $                        | 9,708 |   |              | $ | (7,579 | ) |  | $ | 127,472 |  
|Cost of sales                                                       |  |        |       |   |                 |   | 51,612  |                       |  |   | 1,045                  |   |  |                          | 7,711 |   |              |   | (5,364 | ) |  |   | 55,004  |  
|                                                                    |  |        |        |   |                 |   |         |                       |  |   |                        |   |  |                          |       |   |              |   |        |   |  |   |         |  
|Gross profit                                                        |  |        |       |   |                 |   | 72,061  |                       |  |   | 625                    |   |  |                          | 1,997 |   |              |   | (2,215 | ) |  |   | 72,468  |  
|Selling expenses                                                    |  |        |       |   |                 |   | 49,402  |                       |  |   | 878                    |   |  |                          | 1,980 |   |              |   | (60    | ) |  |   | 52,200  |  
|General and administrative expenses                                 |  |        |       |   |                 |   | 14,645  |                       |  |   |                       |   |  |                          |      |   |              |   | 46     |   |  |   | 14,691  |  
|                                                                    |  |        |        |   |                 |   |         |                       |  |   |                        |   |  |                          |       |   |              |   |        |   |  |   |         |  
|Income (loss) from operations                                       |  |        |       |   |                 |   | 8,014   |                       |  |   | (253                   | ) |  |                          | 17    |   |              |   | (2,201 | ) |  |   | 5,577   |  
|Interest income                                                     |  |        |       |   |                 |   |        |                       |  |   |                       |   |  |                          | (5    | ) |              |   |       |   |  |   | (5      | )
|Interest expense                                                    |  |        |       |   |                 |   | 22,968  |                       |  |   |                       |   |  |                          |      |   |              |   |       |   |  |   | 22,968  |  
|Gain on extinguishment of debt                                      |  |        |       |   |                 |   | (2,131  | )                     |  |   |                       |   |  |                          |      |   |              |   |       |   |  |   | (2,131  | )
|Other income                                                        |  |        |       |   |                 |   | 14      |                       |  |   |                       |   |  |                          | (37   | ) |              |   |       |   |  |   | (23     | )
|(Loss) income before (benefit from) provision for                   |  |        |       |   |                 |   | (12,837 | )                     |  |   | (253                   | ) |  |                          | 59    |   |              |   | (2,201 | ) |  |   | (15,232 | )
|(Benefit from) provision for income taxes                           |  |        |       |   |                 |   | (4,958  | )                     |  |   | (98                    | ) |  |                          | 17    |   |              |   | (851   | ) |  |   | (5,890  | )
|(Loss) income before equity in (earnings of) losses of subsidiaries |  |        |       |   |                 |   | (7,879  | )                     |  |   | (155                   | ) |  |                          | 42    |   |              |   | (1,350 | ) |  |   | (9,342  | )
|Equity in (earnings of) losses of subsidiaries, net of tax          |  |        | 9,342  |   |                 |   | 113     |                       |  |   |                       |   |  |                          |      |   |              |   | (9,455 | ) |  |   |        |  
|Net (loss) income                                                   |  | $      | (9,342 | ) |                 | $ | (7,992  | )                     |  | $ | (155                   | ) |  | $                        | 42    |   |              | $ | 8,105  |   |  | $ | (9,342  | )
|                                                                    |  |        |        |   |                 |   |         |                       |  |   |                        |   |  |                          |       |   |              |   |        |   |  |   |         |  

YANKEE HOLDING CORP. AND SUBSIDIARIES (SUCCESSOR)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Thirteen Weeks Ended June 30, 2007

(in thousands)



|                                                                    |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |       |   |              |   |         |   |  |   |         |  
|------------------------------------------------------------------- |  | ------ | ------- | - | --------------- | - | ------- | --------------------- |  | - | ---------------------- | - |  | ------------------------ | ----- | - | ------------ | - | ------- | - |  | - | ------- | -
|                                                                    |  | Parent |         |   | Issuer of Notes |   |         | GuarantorSubsidiaries |  |   | NonGuarantorSubsidiary |   |  | IntercompanyEliminations |       |   | Consolidated |  
|Sales                                                               |  | $      |        |   |                 | $ | 127,385 |                       |  | $ | 1,548                  |   |  | $                        | 8,175 |   |              | $ | (3,693  | ) |  | $ | 133,415 |  
|Cost of sales                                                       |  |        |        |   |                 |   | 68,196  |                       |  |   | 1,204                  |   |  |                          | 6,785 |   |              |   | (3,267  | ) |  |   | 72,918  |  
|                                                                    |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |       |   |              |   |         |   |  |   |         |  
|Gross profit                                                        |  |        |        |   |                 |   | 59,189  |                       |  |   | 344                    |   |  |                          | 1,390 |   |              |   | (426    | ) |  |   | 60,497  |  
|Selling expenses                                                    |  |        |        |   |                 |   | 44,835  |                       |  |   | 912                    |   |  |                          | 1,863 |   |              |   |        |   |  |   | 47,610  |  
|General and administrative expenses                                 |  |        |        |   |                 |   | 18,431  |                       |  |   |                       |   |  |                          |      |   |              |   |        |   |  |   | 18,431  |  
|                                                                    |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |       |   |              |   |         |   |  |   |         |  
|Loss from operations                                                |  |        |        |   |                 |   | (4,077  | )                     |  |   | (568                   | ) |  |                          | (473  | ) |              |   | (426    | ) |  |   | (5,544  | )
|Interest income                                                     |  |        |        |   |                 |   |        |                       |  |   |                       |   |  |                          | (8    | ) |              |   |        |   |  |   | (8      | )
|Interest expense                                                    |  |        |        |   |                 |   | 25,578  |                       |  |   |                       |   |  |                          |      |   |              |   |        |   |  |   | 25,578  |  
|Other income                                                        |  |        |        |   |                 |   | (127    | )                     |  |   |                       |   |  |                          | (549  | ) |              |   |        |   |  |   | (676    | )
|                                                                    |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |       |   |              |   |         |   |  |   |         |  
|(Loss) income before (benefit from) provision for income taxes      |  |        |        |   |                 |   | (29,528 | )                     |  |   | (568                   | ) |  |                          | 84    |   |              |   | (426    | ) |  |   | (30,438 | )
|(Benefit from) provision for income taxes                           |  |        |        |   |                 |   | (13,348 | )                     |  |   | (257                   | ) |  |                          | 25    |   |              |   | (193    | ) |  |   | (13,773 | )
|                                                                    |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |       |   |              |   |         |   |  |   |         |  
|(Loss) income before equity in (earnings of) losses of subsidiaries |  |        |        |   |                 |   | (16,180 | )                     |  |   | (311                   | ) |  |                          | 59    |   |              |   | (233    | ) |  |   | (16,665 | )
|Equity in (earnings of) losses of subsidiaries, net of tax          |  |        | 16,665  |   |                 |   | 252     |                       |  |   |                       |   |  |                          |      |   |              |   | (16,917 | ) |  |   |        |  
|                                                                    |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |       |   |              |   |         |   |  |   |         |  
|Net (loss) income                                                   |  | $      | (16,665 | ) |                 | $ | (16,432 | )                     |  | $ | (311                   | ) |  | $                        | 59    |   |              | $ | 16,684  |   |  | $ | (16,665 | )
|                                                                    |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |       |   |              |   |         |   |  |   |         |  



- 21 -



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##### Table of Contents

YANKEE HOLDING CORP. AND SUBSIDIARIES (SUCCESSOR)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Twenty-Six Weeks Ended
June 28, 2008

(in thousands)



|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|---------------------------------------------------------- |  | ------ | ------- | - | --------------- | - | ------- | --------------------- |  | - | ---------------------- | - |  | ------------------------ | ------ | - | ------------ | - | ------- | - |  | - | ------- | -
|                                                           |  | Parent |         |   | Issuer of Notes |   |         | GuarantorSubsidiaries |  |   | NonGuarantorSubsidiary |   |  | IntercompanyEliminations |        |   | Consolidated |  
|Sales                                                      |  | $      |        |   |                 | $ | 259,193 |                       |  | $ | 3,393                  |   |  | $                        | 18,382 |   |              | $ | (12,597 | ) |  | $ | 268,371 |  
|Cost of sales                                              |  |        |        |   |                 |   | 112,100 |                       |  |   | 2,147                  |   |  |                          | 14,516 |   |              |   | (9,222  | ) |  |   | 119,541 |  
|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Gross profit                                               |  |        |        |   |                 |   | 147,093 |                       |  |   | 1,246                  |   |  |                          | 3,866  |   |              |   | (3,375  | ) |  |   | 148,830 |  
|Selling expenses                                           |  |        |        |   |                 |   | 95,933  |                       |  |   | 1,708                  |   |  |                          | 4,193  |   |              |   | (120    | ) |  |   | 101,714 |  
|General and administrative expenses                        |  |        |        |   |                 |   | 29,018  |                       |  |   |                       |   |  |                          |       |   |              |   | 87      |   |  |   | 29,105  |  
|Restructuring charge                                       |  |        |        |   |                 |   | 1,475   |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 1,475   |  
|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Income (loss) from operations                              |  |        |        |   |                 |   | 20,667  |                       |  |   | (462                   | ) |  |                          | (327   | ) |              |   | (3,342  | ) |  |   | 16,536  |  
|Interest income                                            |  |        |        |   |                 |   |        |                       |  |   |                       |   |  |                          | (17    | ) |              |   |        |   |  |   | (17     | )
|Interest expense                                           |  |        |        |   |                 |   | 46,776  |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 46,776  |  
|Gain on extinguishment of debt                             |  |        |         |   |                 |   | (2,131  | )                     |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | (2,131  | )
|Other income                                               |  |        |        |   |                 |   | (36     | )                     |  |   |                       |   |  |                          | (88    | ) |              |   |        |   |  |   | (124    | )
|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Loss before benefit from income taxes                      |  |        |        |   |                 |   | (23,942 | )                     |  |   | (462                   | ) |  |                          | (222   | ) |              |   | (3,342  | ) |  |   | (27,968 | )
|Benefit from income taxes                                  |  |        |        |   |                 |   | (9,240  | )                     |  |   | (178                   | ) |  |                          | (63    | ) |              |   | (1,287  | ) |  |   | (10,768 | )
|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Loss before equity in (earnings of) losses of subsidiaries |  |        |        |   |                 |   | (14,702 | )                     |  |   | (284                   | ) |  |                          | (159   | ) |              |   | (2,055  | ) |  |   | (17,200 | )
|Equity in (earnings of) losses of subsidiaries, net of tax |  |        | 17,200  |   |                 |   | 443     |                       |  |   |                       |   |  |                          |       |   |              |   | (17,643 | ) |  |   |        |  
|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Net (loss) income                                          |  | $      | (17,200 | ) |                 | $ | (15,145 | )                     |  | $ | (284                   | ) |  | $                        | (159   | ) |              | $ | 15,588  |   |  | $ | (17,200 | )
|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  

YANKEE HOLDING CORP. AND SUBSIDIARIES (SUCCESSOR)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Period February 6, 2007 to June 30, 2007

(in thousands)



|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|---------------------------------------------------------- |  | ------ | ------- | - | --------------- | - | ------- | --------------------- |  | - | ---------------------- | - |  | ------------------------ | ------ | - | ------------ | - | ------- | - |  | - | ------- | -
|                                                           |  | Parent |         |   | Issuer of Notes |   |         | GuarantorSubsidiaries |  |   | NonGuarantorSubsidiary |   |  | IntercompanyEliminations |        |   | Consolidated |  
|Sales                                                      |  | $      |        |   |                 | $ | 215,721 |                       |  | $ | 2,428                  |   |  | $                        | 12,926 |   |              | $ | (8,043  | ) |  | $ | 223,032 |  
|Cost of sales                                              |  |        |        |   |                 |   | 129,209 |                       |  |   | 1,921                  |   |  |                          | 14,250 |   |              |   | (6,354  | ) |  |   | 139,026 |  
|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Gross profit                                               |  |        |        |   |                 |   | 86,512  |                       |  |   | 507                    |   |  |                          | (1,324 | ) |              |   | (1,689  | ) |  |   | 84,006  |  
|Selling expenses                                           |  |        |        |   |                 |   | 72,497  |                       |  |   | 1,459                  |   |  |                          | 3,097  |   |              |   |        |   |  |   | 77,053  |  
|General and administrative expenses                        |  |        |        |   |                 |   | 30,253  |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 30,253  |  
|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Loss from operations                                       |  |        |        |   |                 |   | (16,238 | )                     |  |   | (952                   | ) |  |                          | (4,421 | ) |              |   | (1,689  | ) |  |   | (23,300 | )
|Interest income                                            |  |        |        |   |                 |   |        |                       |  |   |                       |   |  |                          | (19    | ) |              |   |        |   |  |   | (19     | )
|Interest expense                                           |  |        |        |   |                 |   | 41,441  |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 41,441  |  
|Other income                                               |  |        |        |   |                 |   | (145    | )                     |  |   |                       |   |  |                          | (541   | ) |              |   |        |   |  |   | (686    | )
|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Loss before benefit from income taxes                      |  |        |        |   |                 |   | (57,534 | )                     |  |   | (952                   | ) |  |                          | (3,861 | ) |              |   | (1,689  | ) |  |   | (64,036 | )
|Benefit from income taxes                                  |  |        |        |   |                 |   | (24,375 | )                     |  |   | (404                   | ) |  |                          | (1,158 | ) |              |   | (702    | ) |  |   | (26,639 | )
|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Loss before equity in (earnings of) losses of subsidiaries |  |        |        |   |                 |   | (33,159 | )                     |  |   | (548                   | ) |  |                          | (2,703 | ) |              |   | (987    | ) |  |   | (37,397 | )
|Equity in (earnings of) losses of subsidiaries, net of tax |  |        | 37,397  |   |                 |   | 3,251   |                       |  |   |                       |   |  |                          |       |   |              |   | (40,648 | ) |  |   |        |  
|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Net (loss) income                                          |  | $      | (37,397 | ) |                 | $ | (36,410 | )                     |  | $ | (548                   | ) |  | $                        | (2,703 | ) |              | $ | 39,661  |   |  | $ | (37,397 | )
|                                                           |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  



- 22 -



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##### Table of Contents

YANKEE HOLDING CORP. AND SUBSIDIARIES (PREDECESSOR)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Period December 31, 2006 to February 5, 2007

(in thousands)



|                                                           |  |                 |        |   |                       |   |      |                        |  |   |                          |   |  |              |        |   |  |   |        |  
|---------------------------------------------------------- |  | --------------- | ------ | - | --------------------- | - | ---- | ---------------------- |  | - | ------------------------ | - |  | ------------ | ------ | - |  | - | ------ | -
|                                                           |  | Issuer of Notes |        |   | GuarantorSubsidiaries |   |      | NonGuarantorSubsidiary |  |   | IntercompanyEliminations |   |  | Consolidated |       
|Sales                                                      |  | $               | 52,861 |   |                       | $ | 555  |                        |  | $ | 1,747                    |   |  | $            | (1,781 | ) |  | $ | 53,382 |  
|Cost of sales                                              |  |                 | 23,935 |   |                       |   | 385  |                        |  |   | 1,473                    |   |  |              | (1,240 | ) |  |   | 24,553 |  
|                                                           |  |                 |        |   |                       |   |      |                        |  |   |                          |   |  |              |        |   |  |   |        |  
|Gross profit                                               |  |                 | 28,926 |   |                       |   | 170  |                        |  |   | 274                      |   |  |              | (541   | ) |  |   | 28,829 |  
|Selling expenses                                           |  |                 | 15,312 |   |                       |   | 338  |                        |  |   | 551                      |   |  |              |       |   |  |   | 16,201 |  
|General and administrative expenses                        |  |                 | 13,828 |   |                       |   |     |                        |  |   |                         |   |  |              |       |   |  |   | 13,828 |  
|                                                           |  |                 |        |   |                       |   |      |                        |  |   |                          |   |  |              |        |   |  |   |        |  
|Loss from operations                                       |  |                 | (214   | ) |                       |   | (168 | )                      |  |   | (277                     | ) |  |              | (541   | ) |  |   | (1,200 | )
|Interest income                                            |  |                 |       |   |                       |   |     |                        |  |   | (1                       | ) |  |              |       |   |  |   | (1     | )
|Interest expense                                           |  |                 | 986    |   |                       |   |     |                        |  |   |                         |   |  |              |       |   |  |   | 986    |  
|Other (income) expense                                     |  |                 | (39    | ) |                       |   |     |                        |  |   | 24                       |   |  |              |       |   |  |   | (15    | )
|                                                           |  |                 |        |   |                       |   |      |                        |  |   |                          |   |  |              |        |   |  |   |        |  
|Loss before benefit from income taxes                      |  |                 | (1,161 | ) |                       |   | (168 | )                      |  |   | (300                     | ) |  |              | (541   | ) |  |   | (2,170 | )
|Benefit from income taxes                                  |  |                 | (144   | ) |                       |   | (21  | )                      |  |   | (90                      | ) |  |              | (85    | ) |  |   | (340   | )
|                                                           |  |                 |        |   |                       |   |      |                        |  |   |                          |   |  |              |        |   |  |   |        |  
|Loss before equity in (earnings of) losses of subsidiaries |  |                 | (1,017 | ) |                       |   | (147 | )                      |  |   | (210                     | ) |  |              | (456   | ) |  |   | (1,830 | )
|Equity losses of subsidiaries, net of tax                  |  |                 | 357    |   |                       |   |     |                        |  |   |                         |   |  |              | (357   | ) |  |   |       |  
|                                                           |  |                 |        |   |                       |   |      |                        |  |   |                          |   |  |              |        |   |  |   |        |  
|Net loss                                                   |  | $               | (1,374 | ) |                       | $ | (147 | )                      |  | $ | (210                     | ) |  | $            | (99    | ) |  | $ | (1,830 | )
|                                                           |  |                 |        |   |                       |   |      |                        |  |   |                          |   |  |              |        |   |  |   |        |  



- 23 -



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##### Table of Contents

YANKEE HOLDING CORP. AND SUBSIDIARIES (SUCCESSOR)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Twenty-Six Weeks Ended
June 28, 2008

(in thousands)



|                                                                                            |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|------------------------------------------------------------------------------------------- |  | ------ | ------- | - | --------------- | - | ------- | --------------------- |  | - | ---------------------- | - |  | ------------------------ | ------ | - | ------------ | - | ------- | - |  | - | ------- | -
|                                                                                            |  | Parent |         |   | Issuer of Notes |   |         | GuarantorSubsidiaries |  |   | NonGuarantorSubsidiary |   |  | IntercompanyEliminations |        |   | Consolidated |  
|CASH FLOWS (USED IN ) PROVIDED BY OPERATING ACTIVITIES:                                     |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Net (loss) income                                                                           |  | $      | (17,200 | ) |                 | $ | (15,145 | )                     |  | $ | (284                   | ) |  | $                        | (159   | ) |              | $ | 15,588  |   |  | $ | (17,200 | )
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Gain on extinguishment of debt                                                              |  |        |         |   |                 |   | (2,131  | )                     |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   | (2,131  | )
|Depreciation and amortization                                                               |  |        |        |   |                 |   | 22,546  |                       |  |   | 261                    |   |  |                          | 282    |   |              |   |        |   |  |   | 23,089  |  
|Unrealized loss on marketable securities                                                    |  |        |        |   |                 |   | 22      |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 22      |  
|Stock based compensation expense                                                            |  |        |        |   |                 |   | 469     |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 469     |  
|Deferred taxes                                                                              |  |        |        |   |                 |   | 565     |                       |  |   | 383                    |   |  |                          |       |   |              |   |        |   |  |   | 948     |  
|Loss on disposal and impairment of property and equipment                                   |  |        |        |   |                 |   | 642     |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 642     |  
|Investments in marketable securities                                                        |  |        |        |   |                 |   | (421    | )                     |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | (421    | )
|Equity in earnings of subsidiaries                                                          |  |        | 17,200  |   |                 |   | 443     |                       |  |   |                       |   |  |                          |       |   |              |   | (17,643 | ) |  |   |        |  
|Changes in assets and liabilities:                                                          |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Accounts receivable, net                                                                    |  |        |        |   |                 |   | 17,194  |                       |  |   | 712                    |   |  |                          | 2,667  |   |              |   |        |   |  |   | 20,573  |  
|Inventory                                                                                   |  |        |        |   |                 |   | (20,045 | )                     |  |   | (153                   | ) |  |                          | (5,479 | ) |              |   | 3,343   |   |  |   | (22,334 | )
|Prepaid expenses and other assets                                                           |  |        |        |   |                 |   | (6,038  | )                     |  |   | (214                   | ) |  |                          | (2,162 | ) |              |   |        |   |  |   | (8,414  | )
|Accounts payable                                                                            |  |        |        |   |                 |   | 8,014   |                       |  |   | 34                     |   |  |                          | 476    |   |              |   |        |   |  |   | 8,524   |  
|Income Taxes Payable                                                                        |  |        |        |   |                 |   | (26,232 | )                     |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | (26,232 | )
|Accrued expenses and other liabilities                                                      |  |        |        |   |                 |   | (1,476  | )                     |  |   | (932                   | ) |  |                          | 109    |   |              |   |        |   |  |   | (2,299  | )
|NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                         |  |        |        |   |                 |   | (21,593 | )                     |  |   | (193                   | ) |  |                          | (4,266 | ) |              |   | 1,288   |   |  |   | (24,764 | )
|CASH FLOWS USED IN INVESTING ACTIVITIES:                                                    |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Purchase of property and equipment                                                          |  |        |        |   |                 |   | (7,765  | )                     |  |   | (10                    | ) |  |                          | (52    | ) |              |   |        |   |  |   | (7,827  | )
|Payment of contingent consideration on Aroma Naturals                                       |  |        |        |   |                 |   |        |                       |  |   | (225                   | ) |  |                          |       |   |              |   |        |   |  |   | (225    | )
|NET CASH USED IN INVESTING ACTIVITIES                                                       |  |        |        |   |                 |   | (7,765  | )                     |  |   | (235                   | ) |  |                          | (52    | ) |              |   |        |   |  |   | (8,052  | )
|CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:                                      |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  
|Repayments under bank credit agreements                                                     |  |        |        |   |                 |   | (22,005 | )                     |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | (22,005 | )
|Borrowings under senior secured term loan facility                                          |  |        |        |   |                 |   |        |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   |        |  
|Borrowings under senior secured revolving credit facility                                   |  |        |        |   |                 |   | 51,500  |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 51,500  |  
|Borrowings under senior notes and senior subordinated notes                                 |  |        |        |   |                 |   |        |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   |        |  
|Repurchase of common stock                                                                  |  |        |        |   |                 |   | (123    | )                     |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | (123    | )
|Excess tax benefit from exercise of stock options                                           |  |        |        |   |                 |   |        |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   |        |  
|Deferred financing costs                                                                    |  |        |        |   |                 |   |        |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   |        |  
|Net proceeds from issuance of common stock                                                  |  |        |        |   |                 |   | 23      |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 23      |  
|Intercompany                                                                                |  |        |        |   |                 |   | (1,614  | )                     |  |   | (96                    | ) |  |                          | 2,998  |   |              |   | (1,288  | ) |  |   |        |  
|NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                         |  |        |        |   |                 |   | 27,781  |                       |  |   | (96                    | ) |  |                          | 2,998  |   |              |   | (1,288  | ) |  |   | 29,395  |  
|EFFECT EXCHANGE RATE CHANGES ON CASH                                                        |  |        |        |   |                 |   |        |                       |  |   |                       |   |  |                          | 1      |   |              |   |        |   |  |   | 1       |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                   |  |        |        |   |                 |   | (1,577  | )                     |  |   | (524                   | ) |  |                          | (1,319 | ) |              |   |        |   |  |   | (3,420  | )
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                              |  |        |        |   |                 |   | 1,316   |                       |  |   | 2,341                  |   |  |                          | 1,970  |   |              |   |        |   |  |   | 5,627   |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                    |  | $      |        |   |                 | $ | (261    | )                     |  | $ | 1,817                  |   |  | $                        | 651    |   |              | $ |        |   |  | $ | 2,207   |  
|                                                                                            |  |        |         |   |                 |   |         |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |         |  



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##### Table of Contents

YANKEE HOLDING CORP. AND SUBSIDIARIES (SUCCESSOR)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Period February 6, 2007
to June 30, 2007

(in thousands)



|                                                                                            |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|------------------------------------------------------------------------------------------- |  | ------ | -------- | - | --------------- | - | ---------- | --------------------- |  | - | ---------------------- | - |  | ------------------------ | ------ | - | ------------ | - | ------- | - |  | - | ---------- | -
|                                                                                            |  | Parent |          |   | Issuer of Notes |   |            | GuarantorSubsidiaries |  |   | NonGuarantorSubsidiary |   |  | IntercompanyEliminations |        |   | Consolidated |  
|CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES:                                      |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|Net (loss) income                                                                           |  | $      | (37,397  | ) |                 | $ | (36,410    | )                     |  | $ | (548                   | ) |  | $                        | (2,703 | ) |              | $ | 39,661  |   |  | $ | (37,397    | )
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|Depreciation and amortization                                                               |  |        |         |   |                 |   | 18,084     |                       |  |   | 193                    |   |  |                          | 110    |   |              |   |        |   |  |   | 18,387     |  
|Unrealized loss on marketable securities                                                    |  |        |         |   |                 |   | 220        |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 220        |  
|Stock based compensation expense                                                            |  |        |         |   |                 |   | 402        |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 402        |  
|Deferred taxes                                                                              |  |        |         |   |                 |   | (15,307    | )                     |  |   | 382                    |   |  |                          |       |   |              |   |        |   |  |   | (14,925    | )
|Non-cash charge related to increased inventory carrying value                               |  |        |         |   |                 |   | 40,472     |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 40,472     |  
|Loss on disposal and impairment of property and equipment                                   |  |        |         |   |                 |   | 7          |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 7          |  
|Investments in marketable securities                                                        |  |        |         |   |                 |   | (533       | )                     |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | (533       | )
|Equity in earnings of subsidiaries                                                          |  |        | 37,397   |   |                 |   | 3,251      |                       |  |   |                       |   |  |                          |       |   |              |   | (40,648 | ) |  |   |           |  
|Changes in assets and liabilities:                                                          |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|Accounts receivable, net                                                                    |  |        |         |   |                 |   | (910       | )                     |  |   | (19                    | ) |  |                          | (1,737 | ) |              |   |        |   |  |   | (2,666     | )
|Inventory                                                                                   |  |        |         |   |                 |   | (12,542    | )                     |  |   | 129                    |   |  |                          | (3,042 | ) |              |   | 1,663   |   |  |   | (13,792    | )
|Prepaid expenses and other assets                                                           |  |        |         |   |                 |   | (15,921    | )                     |  |   | 1,695                  |   |  |                          | 252    |   |              |   |        |   |  |   | (13,974    | )
|Accounts payable                                                                            |  |        |         |   |                 |   | 1,145      |                       |  |   | 184                    |   |  |                          | (176   | ) |              |   |        |   |  |   | 1,153      |  
|Income taxes payable                                                                        |  |        |         |   |                 |   | (26,068    | )                     |  |   | 371                    |   |  |                          | 17     |   |              |   | 298     |   |  |   | (25,382    | )
|Accrued expenses and other liabilities                                                      |  |        |         |   |                 |   | 17,995     |                       |  |   | (551                   | ) |  |                          | (355   | ) |              |   |        |   |  |   | 17,089     |  
|                                                                                            |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                         |  |        |         |   |                 |   | (26,115    | )                     |  |   | 1,836                  |   |  |                          | (7,634 | ) |              |   | 974     |   |  |   | (30,939    | )
|                                                                                            |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|CASH FLOWS USED IN INVESTING ACTIVITIES:                                                    |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|Purchase of property and equipment                                                          |  |        |         |   |                 |   | (12,899    | )                     |  |   | (15                    | ) |  |                          | (78    | ) |              |   |        |   |  |   | (12,992    | )
|Acquisition of the Company                                                                  |  |        |         |   |                 |   | (1,429,476 | )                     |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | (1,429,476 | )
|                                                                                            |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|NET CASH USED IN INVESTING ACTIVITIES                                                       |  |        |         |   |                 |   | (1,442,375 | )                     |  |   | (15                    | ) |  |                          | (78    | ) |              |   |        |   |  |   | (1,442,468 | )
|                                                                                            |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:                                      |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|Repayments of existing bank loan                                                            |  |        |         |   |                 |   | (158,625   | )                     |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | (158,625   | )
|Net proceeds from issuance of common stock                                                  |  |        | 418,071  |   |                 |   |           |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 418,071    |  
|Borrowings under senior secured term loan facility                                          |  |        |         |   |                 |   | 650,000    |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 650,000    |  
|Deferred financing costs                                                                    |  |        |         |   |                 |   | (32,344    | )                     |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | (32,344    | )
|Borrowings under senior secured revolving credit facility                                   |  |        |         |   |                 |   | 63,000     |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 63,000     |  
|Borrowings under senior notes and senior subordinated notes                                 |  |        |         |   |                 |   | 525,000    |                       |  |   |                       |   |  |                          |       |   |              |   |        |   |  |   | 525,000    |  
|Intercompany                                                                                |  |        | (418,071 | ) |                 |   | 413,340    |                       |  |   | (2,169                 | ) |  |                          | 7,874  |   |              |   | (974    | ) |  |   |           |  
|                                                                                            |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                         |  |        |         |   |                 |   | 1,460,371  |                       |  |   | (2,169                 | ) |  |                          | 7,874  |   |              |   | (974    | ) |  |   | 1,465,102  |  
|                                                                                            |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|EFFECT EXCHANGE RATE CHANGES ON CASH                                                        |  |        |         |   |                 |   |           |                       |  |   |                       |   |  |                          | 59     |   |              |   |        |   |  |   | 59         |  
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                        |  |        |         |   |                 |   | (8,119     | )                     |  |   | (348                   | ) |  |                          | 221    |   |              |   |        |   |  |   | (8,246     | )
|                                                                                            |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                              |  |        |         |   |                 |   | 10,781     |                       |  |   | 2,156                  |   |  |                          | 1,847  |   |              |   |        |   |  |   | 14,784     |  
|                                                                                            |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                    |  | $      |         |   |                 | $ | 2,662      |                       |  | $ | 1,808                  |   |  | $                        | 2,068  |   |              | $ |        |   |  | $ | 6,538      |  
|                                                                                            |  |        |          |   |                 |   |            |                       |  |   |                        |   |  |                          |        |   |              |   |         |   |  |   |            |  



- 25 -



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##### Table of Contents

YANKEE HOLDING CORP. AND SUBSIDIARIES (PREDECESSOR)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Period December 31, 2006 to February 5, 2007

(in thousands)



|                                                                                            |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|------------------------------------------------------------------------------------------- |  | --------------- | ------ | - | --------------------- | - | ----- | ---------------------- |  | - | ------------------------ | - |  | ------------ | ---- | - |  | - | ------- | -
|                                                                                            |  | Issuer of Notes |        |   | GuarantorSubsidiaries |   |       | NonGuarantorSubsidiary |  |   | IntercompanyEliminations |   |  | Consolidated |     
|CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES:                                      |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|Net loss                                                                                    |  | $               | (1,374 | ) |                       | $ | (147  | )                      |  | $ | (210                     | ) |  | $            | (99  | ) |  | $ | (1,830  | )
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|Depreciation and amortization                                                               |  |                 | 2,608  |   |                       |   | 46    |                        |  |   | 19                       |   |  |              |     |   |  |   | 2,673   |  
|Unrealized gain on marketable securities                                                    |  |                 | (31    | ) |                       |   |      |                        |  |   |                         |   |  |              |     |   |  |   | (31     | )
|Stock based compensation expense                                                            |  |                 | 8,638  |   |                       |   |      |                        |  |   |                         |   |  |              |     |   |  |   | 8,638   |  
|Deferred taxes                                                                              |  |                 | (3,905 | ) |                       |   |      |                        |  |   |                         |   |  |              |     |   |  |   | (3,905  | )
|Loss on disposal and impairment of property and equipment                                   |  |                 | 14     |   |                       |   |      |                        |  |   |                         |   |  |              |     |   |  |   | 14      |  
|Investments in marketable securities                                                        |  |                 | (27    | ) |                       |   |      |                        |  |   |                         |   |  |              |     |   |  |   | (27     | )
|Excess tax benefit from exercise of stock options                                           |  |                 | (4,317 | ) |                       |   |      |                        |  |   |                         |   |  |              |     |   |  |   | (4,317  | )
|Equity in earnings of subsidiaries                                                          |  |                 | 357    |   |                       |   |      |                        |  |   |                         |   |  |              | (357 | ) |  |   |        |  
|Changes in assets and liabilities:                                                          |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|Accounts receivable, net                                                                    |  |                 | (1,190 | ) |                       |   | 159   |                        |  |   | 1,210                    |   |  |              |     |   |  |   | 179     |  
|Inventory                                                                                   |  |                 | (2,396 | ) |                       |   | 152   |                        |  |   | (1,029                   | ) |  |              | 534  |   |  |   | (2,739  | )
|Prepaid expenses and other assets                                                           |  |                 | 697    |   |                       |   | 1     |                        |  |   | (362                     | ) |  |              |     |   |  |   | 336     |  
|Accounts payable                                                                            |  |                 | (3,895 | ) |                       |   | (191  | )                      |  |   | (357                     | ) |  |              |     |   |  |   | (4,443  | )
|Income taxes payable                                                                        |  |                 | 3,642  |   |                       |   |      |                        |  |   |                         |   |  |              |     |   |  |   | 3,642   |  
|Accrued expenses and other liabilities                                                      |  |                 | (7,437 | ) |                       |   | (550  | )                      |  |   | (270                     | ) |  |              |     |   |  |   | (8,257  | )
|                                                                                            |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                         |  |                 | (8,616 | ) |                       |   | (530  | )                      |  |   | (999                     | ) |  |              | 78   |   |  |   | (10,067 | )
|                                                                                            |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|CASH FLOWS USED IN INVESTING ACTIVITIES:                                                    |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|Purchase of property and equipment                                                          |  |                 | (2,247 | ) |                       |   |      |                        |  |   | (3                       | ) |  |              |     |   |  |   | (2,250  | )
|                                                                                            |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|NET CASH USED IN INVESTING ACTIVITIES                                                       |  |                 | (2,247 | ) |                       |   |      |                        |  |   | (3                       | ) |  |              |     |   |  |   | (2,250  | )
|                                                                                            |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:                                      |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|Excess tax benefit from exercise of stock options                                           |  |                 | 4,317  |   |                       |   |      |                        |  |   |                         |   |  |              |     |   |  |   | 4,317   |  
|Intercompany                                                                                |  |                 | 660    |   |                       |   | 324   |                        |  |   | (906                     | ) |  |              | (78  | ) |  |   |        |  
|                                                                                            |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                         |  |                 | 4,977  |   |                       |   | 324   |                        |  |   | (906                     | ) |  |              | (78  | ) |  |   | 4,317   |  
|                                                                                            |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|EFFECT EXCHANGE RATE CHANGES ON CASH                                                        |  |                 |       |   |                       |   |      |                        |  |   | 11                       |   |  |              |     |   |  |   | 11      |  
|                                                                                            |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                   |  |                 | (5,886 | ) |                       |   | (206  | )                      |  |   | (1,897                   | ) |  |              |     |   |  |   | (7,989  | )
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                              |  |                 | 16,667 |   |                       |   | 2,362 |                        |  |   | 3,744                    |   |  |              |     |   |  |   | 22,773  |  
|                                                                                            |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                    |  | $               | 10,781 |   |                       | $ | 2,156 |                        |  | $ | 1,847                    |   |  | $            |     |   |  | $ | 14,784  |  
|                                                                                            |  |                 |        |   |                       |   |       |                        |  |   |                          |   |  |              |      |   |  |   |         |  



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Managements Discussion and Analysis of Financial Condition
and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements
requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to inventories, derivative financial instruments, restructuring costs, bad debts, intangible assets, income taxes,
promotional allowances, sales returns, self-insurance, debt service and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about operating results and the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under
different assumptions or conditions. Management believes the following critical accounting policies, among others, involve its more significant estimates and judgments and are therefore particularly important to an understanding of our results of
operations and financial position.

Acquisition of the Company

On February 6, 2007, Holdings acquired all of the outstanding capital stock of the Predecessor for approximately $1,413.5 million in cash. Holdings is owned by affiliates of MDP and certain members of our senior management. The
acquisition of The Yankee Candle Company, Inc. was accounted for as a business combination using the purchase method of accounting, whereby the purchase price (including liabilities assumed) was allocated to the assets acquired based on their
estimated fair market values at the date of acquisition and the excess of the total purchase price over the fair value of the Companys net assets was allocated to goodwill. The purchase price paid by Holdings to acquire the Company and related
purchase accounting adjustments were pushed down and recorded in Yankee Holding Corp.s and its subsidiaries financial statements and resulted in a new basis of accounting for the successor period beginning on the
day the acquisition was completed. As a result, the purchase price and related costs were allocated to the estimated fair values of the assets acquired and liabilities assumed at the time of the acquisition based on managements best estimates.
See note 3, Purchase Accounting, to the accompanying condensed consolidated financial statements for additional information.

Sales/receivables

We sell our products both directly to retail customers and through wholesale channels. Merchandise sales are recognized
upon transfer of ownership, including passage of title to the customer and transfer of the risk of loss related to those goods. In our wholesale segment, products are shipped free on board shipping point; however revenue is recognized at
the time the product is received for certain customers due to our practice of absorbing risk of loss in the event of damaged or lost shipments for those customers. In our retail segment, transfer of title takes place at the point of sale (i.e., at
our retail stores). There are no situations, either in our wholesale or retail segments, where legal risk of loss does not transfer immediately upon receipt by our customers. Although we do not provide a contractual right of return, in the course of
arriving at practical business solutions to various claims, we have allowed sales returns and allowances. In these situations, customer claims for credit or return due to damage, defect, shortage or other reason must be pre-approved by us before
credit is issued or such product is accepted for return. Such returns have not precluded sales recognition because we have a long history with such returns, which we use in estimating a reserve. This reserve, however, is subject to change. In our
wholesale segment, we have included a reserve in our financial statements representing our estimated obligation related to promotional marketing activities. In addition to returns, we bear credit risk relative to our wholesale customers. We have
provided a reserve for bad debts in our financial statements based on our estimates of the creditworthiness of our customers. However, this reserve is also subject to change. Changes in these reserves would affect our operating results.

Other income statement accounts

Included within cost of sales on
our condensed consolidated statements of operations are the cost of the merchandise we sell through our retail and wholesale segments, inbound and outbound freight costs, the operational costs of our distribution facilities (which include receiving
costs, inspection and warehousing costs and salaries) and expenses incurred by the Companys merchandising and buying operations.

Included within
selling expenses are costs directly related to both Wholesale and Retail operations and primarily consist of payroll, occupancy, advertising and other operating costs, as well as preopening costs, which are expensed as incurred.

Included within general and administrative expenses are costs associated with corporate overhead departments, including senior management, accounting, information
systems, management incentive programs and bonus and costs that are not readily allocable to either the retail or wholesale segments.

Inventory

We write down our inventory for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and the
estimated market value, based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory writedowns may be required.
Prior to the Merger we valued our inventory at the lower of cost or fair market value on a lastin firstout (LIFO) basis. At February 6, 2007, as a result of purchase accounting, inventories were revalued by approximately
$43.5 million to estimated fair value. Since the Merger on February 6, 2007, we have valued our inventory at the lower of cost or market on a firstin firstout (FIFO) basis. Fluctuations in inventory levels along with the
cost of raw materials could impact the carrying value of our inventory. Changes in the carrying value of inventory could affect our operating results.

Derivative instruments

In accordance with SFAS 133, as amended, the Company designated certain interest rate swap derivative arrangements
entered into on February 14, 2007 and February 13, 2008 as cash flow hedges and recognizes the fair value of the instruments on the condensed consolidated balance sheet. Gains and losses related to a hedge and that result from changes in
the fair value of the hedge are either recognized in income immediately to offset the gain or loss on the hedged item, or the effective portion is deferred and reported as a component of other comprehensive income in stockholders equity and
subsequently recognized in income when the hedged item affects earnings. To record these swaps as of June 28, 2008 the Company recorded the fair value of the derivative asset of $4.6 million in other current assets, the fair value of the
derivative liability of $9.2 million in other current liabilities, and by $2.8 million and $1.8 million in other comprehensive loss and deferred taxes, respectively.



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##### Table of Contents

Taxes

We have
significant deferred tax liabilities recorded on our financial statements, which are primarily attributable to the effect of purchase accounting adjustments recorded as a result of the Merger.

We also have a significant net deferred tax asset recorded on our financial statements. This asset primarily arose at the time of our recapitalization in 1998 and
reflects the tax benefit of future tax deductions available to us from the recapitalization. The recoverability of this future tax deduction is dependent upon our future profitability. We have made an assessment that this asset is likely to be
recovered and is appropriately reflected on the balance sheet. Should we find that we are not able to utilize this deduction in the future we would have to record a reserve for all or a part of this asset, which would adversely affect our operating
results and cash flows.

Value of long-lived assets, including intangibles

Long-lived assets on our condensed consolidated balance sheet consist primarily of property and equipment, customer lists, tradenames and goodwill. An intangible asset with a finite useful life is amortized; an
intangible asset with an indefinite useful life is not amortized, but is evaluated annually for impairment. Reaching a determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence,
competition and other economic factors. We have determined that our tradenames have an indefinite useful life and therefore they are not being amortized. We periodically review the carrying value of all of these assets. We undertake this review when
facts and circumstances suggest that cash flows emanating from those assets may be diminished, and at least annually in the case of tradenames and goodwill.

For goodwill, the annual impairment evaluation compares the fair value of a reporting unit to its carrying value and consists of two steps. First, the Company determines the fair value of a reporting unit and compares it to its carrying
amount. Fair values of the reporting units are derived through a combination of market-based and income-based approaches. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of
the carrying amount of the reporting units goodwill over the implied fair value of the goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price
allocation, in accordance with SFAS No. 141, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. The Company completed its annual impairment testing of
goodwill and indefinite-lived intangible assets as of November 3, 2007 noting that in all cases fair value exceeded carrying value and no impairment was recorded as a result of these tests.

Share-based compensation

The Company accounts for its share-based
compensation in accordance with SFAS No. 123(R) ShareBased Payment (SFAS 123(R)). Under SFAS 123(R), we are required to record compensation expense for all awards granted including our Class B and Class C common units.
Share-based compensation charges of $0.2 million, $8.6 million and $0.5 million were recorded in the accompanying condensed consolidated statements of operations for the thirteen weeks ended June 28, 2008 and the periods December 31, 2006
to February 5, 2007 and February 6, 2007 to March 31, 2007, respectively. The increase in share-based compensation charges during the period December 31, 2006 to February 5, 2007 was attributable to sharebased
compensation charges of $8.2 million as a result of the accelerated vesting associated with stock options, restricted and performance shares that resulted from the Merger.

The fair value of the stock options granted was estimated on the date of grant using a BlackScholes option valuation model. The riskfree rate is based on the U.S. Treasury yield curve in effect at the time
of grant which most closely correlates with the expected life of the options. The expected life (estimated period of time outstanding) of the stock options granted was estimated using the historical exercise behavior of employees. Expected
volatility was based on a combination of implied volatilities from traded options on the Companys stock, historical volatility of the Companys stock and other factors. Expected dividend yield was based on the Companys dividend
policy at the time the options were granted.

With respect to the Class B and Class C common units, since the Company is no longer publicly traded, the
Company based its estimate of expected volatility on the average historical volatility of a group of six comparable companies. The historical volatilities of the comparable companies were measured over a 5year historical period. The
Companys historical volatility prior to the acquisition was also considered in the estimate of expected volatility. The expected term of the Class B common units granted represents the period of time that the Units are expected to be
outstanding and is assumed to be 5 years. The Company is not expected to pay dividends, and accordingly, the dividend yield is zero. The risk free interest rate for a period commensurate with the expected term was based on the U.S. Treasury yield
curve in effect at the time of issuance.

Self-insurance

We are self-insured for certain losses related to health insurance and workers compensation, although we maintain stoploss coverage with thirdparty insurers to limit our liability exposure. Liabilities associated with
these losses are estimated in part by considering historical claims experience, industry factors, severity factors and other actuarial assumptions.

Impact of Merger and Transactions

The Transactions have been accounted for as a purchase in accordance with SFAS No. 141,
Business Combinations, whereby the purchase price paid to effect the Transactions was preliminarily allocated to acquired assets and liabilities at fair value. The Transactions and the allocation of the purchase price have been recorded
as of February 6, 2007.

Management determined the value of assets as well as liabilities acquired. The Company recorded purchase accounting
adjustments to increase the carrying value of property and equipment and inventory, to establish intangible assets for tradenames, customer lists and favorable lease commitments and to revalue the Companys long-term deferred rent obligation,
among other items.

Allocation of the purchase price for the acquisition of the Company was based on estimates of the fair value of net assets acquired.
The purchase price has been allocated as follows (in thousands):



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##### Table of Contents

|                                              |  |   |           |  
|--------------------------------------------- |  | - | --------- | -
|Cash consideration purchase price:            |  |   |           |  
|Paid to shareholders                          |  | $ | 1,413,527 |  
|Transaction costs                             |  |   | 15,949    |  
|                                              |  |   |           |  
|                                              |  |   | 1,429,476 |  
|                                              |  |   |           |  
|Net assets acquired:                          |  |   |           |  
|Inventory                                     |  |   | 107,357   |  
|Property and equipment                        |  |   | 154,995   |  
|Trade receivables                             |  |   | 33,614    |  
|Other assets                                  |  |   | 14,960    |  
|Record intangible assets acquired:            |  |   |           |  
|Tradenames                                    |  |   | 359,808   |  
|Customer lists                                |  |   | 64,700    |  
|Favorable lease agreements                    |  |   | 2,330     |  
|Unfavorable lease agreements                  |  |   | (8,652    | )
|Current liabilities assumed                   |  |   | (136,640  | )
|Tax impact of purchase accounting adjustments |  |   | (182,753  | )
|                                              |  |   |           |  
|Net assets acquired at fair value             |  |   | 409,719   |  
|                                              |  |   |           |  
|Goodwill                                      |  | $ | 1,019,757 |  
|                                              |  |   |           |  

Goodwill as a result of this transaction is not deductible for tax purposes. See Note 6, Goodwill and
Intangible Assets, to the accompanying condensed consolidated financial statements for additional information.

In connection with the Transactions,
the Company incurred significant additional indebtedness, including $650.0 million on the Senior Secured Term Loan Facility, $325.0 million of senior notes and $200.0 million of senior subordinated notes, which has increased the Companys
interest expense following the transaction. In addition, amortization expense has increased significantly due to increases in the amortizable intangible assets acquired in the Merger.

PERFORMANCE MEASURES

We measure the performance of our retail and wholesale segments through a segment margin
calculation, which specifically identifies not only gross profit on the sales of products through the two channels but also costs and expenses specifically related to each segment.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

We have experienced, and may experience in the future, fluctuations in
our quarterly operating results. There are numerous factors that can contribute to these fluctuations; however, the principal factors are seasonality, new store openings and the addition of new wholesale accounts.

Seasonality. We have historically realized higher revenues and operating income in our fourth quarter, particularly in our retail business. This has been
primarily due to increased sales in the giftware industry during the holiday season of the fourth quarter.

New Store Openings. The timing of our
new store openings may also have an impact on our quarterly results. First, we incur certain one-time expenses related to opening each new store. These expenses, which consist primarily of occupancy, salaries, supplies and marketing costs, are
expensed as incurred. Second, most store expenses vary proportionately with sales, but there is a fixed cost component. This typically results in lower store profitability when a new store opens because new stores generally have lower sales than
mature stores. Due to both of these factors, during periods when new store openings as a percentage of the base are higher, operating profit may decline in dollars and/or as a percentage of sales. As the overall store base matures, the fixed cost
component of selling expenses is spread over an increased level of sales, assuming sales increase as stores age, resulting in a decrease in selling and other expenses as a percentage of sales.

New Wholesale Accounts. The timing of new wholesale accounts may have an impact on our quarterly results due to the size of initial opening orders, promotional
programs associated with the roll-out of orders.

RESULTS OF OPERATIONS

Overview

We are the largest designer, manufacturer and
distributor of premium scented candles in the U.S. based on annual sales. We have a 38year history of offering our distinctive products and marketing them as affordable luxuries and consumable gifts. We offer a wide variety of jar candles,
Samplers ® votive candles, Tarts ® wax potpourri, pillars and other candle products, the vast majority of which are marketed
under the Yankee Candle ® brand. We also sell a wide range of other home fragrance products, including Yankee Candle ® branded
electric home fragrancers, potpourri, scented oils, reed diffusers, room sprays, Yankee Candle Car Jars ® auto air fresheners, and candle related home decor accessories. We operate a
vertically integrated business model with approximately 68% of our 2007 sales generated from products we manufactured at our Whately, Massachusetts facility.

Our multichannel distribution strategy enables us to offer Yankee Candle® products through a wide variety of locations and venues. We sell our products through an extensive and growing wholesale customer network in North America and through our growing retail store base located primarily
in malls. As of June 28, 2008, we had 471 Companyowned and operated stores, including 28 Illuminations stores, and approximately 19,600 wholesale locations, including our European operations. In addition, we own and operate a 90,000
square foot flagship store in South Deerfield, Massachusetts and a 42,000 square foot flagship store in Williamsburg, Virginia.

We also sell our products directly to consumers through our catalogs and our Internet web sites at www.yankeecandle.com, www.illuminations.com and www.aromanaturals.com. Outside North America, we sell our products
through international distributors and to an international wholesale customer network through our distribution center located in Bristol, England. As a result of acquisitions in recent years, our operations also include (i) our Illuminations
division, a designer and marketer of premium scented candles, candle accessories and other home decor products under the Illuminations ® brand, pursuant to which we operate 28 Illuminations
retail stores (as of June 28, 2008) in California, Arizona and Washington, (ii) our Yankee Candle fundraising division and (iii) our wholly owned subsidiary, Aroma Naturals, Inc., a specialized line of wellness candles and
aromatherapy products.

Due to the seasonal nature of our business, interim results are not necessarily indicative of results for the entire fiscal year.
Our revenue and earnings are typically greater during our fiscal fourth quarter, which includes the majority of the holiday selling season.

In accordance
with generally accepted accounting principles, we have separated our historical financial results for the Predecessor and Successor. The separate presentation is required under generally accepted accounting principles when there is a change in
accounting basis, which occurred when purchase accounting was applied to the acquisition of the Predecessor. Purchase accounting requires that the historical carrying value of assets acquired and liabilities assumed be adjusted to fair value, which
may yield results that are not comparable on a periodtoperiod basis due to the different, and sometimes higher, cost basis associated with the allocation of the purchase price. In addition, due to financial transactions completed in
connection with the Merger, we experienced other changes in our results of operations for the period following the Merger. There have been no material changes to the operations or customer relationships of our business as a result of the acquisition
of the Predecessor.



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In evaluating our results of operations and financial performance, our management has used combined results for the
twenty-six weeks ended June 30, 2007 as a single measurement period. Due to the Transactions, we believe that comparisons between the twenty-six weeks ended June 28, 2008 and either the Predecessors results for the period
December 31, 2006 to February 5, 2007 or the Successors results for the period February 6, 2007 to June 30, 2007 may impede the ability of users of our financial information to understand our operating and cash flow
performance.

Consequently, to enhance an analysis of operating results and cash flows, we have presented our operating results and cash flows on a
combined basis for the twenty-six weeks ended June 30, 2007. This combined presentation for the twenty-six weeks ended June 30, 2007 represents the mathematical addition of the preMerger results of operations of the Predecessor for
the period December 31, 2006 to February 5, 2007 and the results of operations for the Successor for the period from February 6, 2007 to June 30, 2007. We believe the combined presentation provides relevant information for
investors. These combined results, however, are not intended to represent what our operating results would have been had the Transactions occurred at the beginning of the period. A reconciliation showing the mathematical combination of our operating
results for such periods is included below.

In the following discussion, comparisons are made between the twenty-six week periods ended June 28, 2008
and June 30, 2007, notwithstanding the presentation in our condensed consolidated statements of operations for the twenty-six weeks of fiscal 2007 which is comprised of the period from December 31, 2006 to February 5, 2007
(Predecessor) and the period from February 6, 2007 to June 30, 2007 (Successor). We do not believe a discussion of the various periods presented for the twenty-six weeks of fiscal 2007 in the condensed consolidated statements of operations
would be meaningful and, accordingly, we have prepared the discussion of our results of operations by comparing the twenty-six weeks of fiscal 2008 to the twenty-six weeks of fiscal 2007 without regard to the differentiation between the period from
December 31, 2006 to February 5, 2007 (Predecessor) and the period from February 6, 2007 to June 30, 2007 (Successor).

The following
table reconciles the twenty-six weeks ended June 30 2007 condensed consolidated statements of operations with the discussion of the results of operations that follows:



|                                      |  |                                               |         |   |                                                     |   |        |                                                  |  |   |         |  
|------------------------------------- |  | --------------------------------------------- | ------- | - | --------------------------------------------------- | - | ------ | ------------------------------------------------ |  | - | ------- | -
|                                      |  | SuccessorPeriodFebruary 6,2007 toJune 30,2007 |         |   | PredecessorPeriodDecember 31,2006 toFebruary 5,2007 |   |        | Non-GAAPCombinedTwenty-SixWeeksEndedJune 30,2007 | 
|Sales                                 |  | $                                             | 223,032 |   |                                                     | $ | 53,382 |                                                  |  | $ | 276,414 |  
|Cost of sales                         |  |                                               | 139,026 |   |                                                     |   | 24,553 |                                                  |  |   | 163,579 |  
|                                      |  |                                               |         |   |                                                     |   |        |                                                  |  |   |         |  
|Gross profit                          |  |                                               | 84,006  |   |                                                     |   | 28,829 |                                                  |  |   | 112,835 |  
|Selling expenses                      |  |                                               | 77,053  |   |                                                     |   | 16,201 |                                                  |  |   | 93,254  |  
|General and administrative expenses   |  |                                               | 30,253  |   |                                                     |   | 13,828 |                                                  |  |   | 44,081  |  
|                                      |  |                                               |         |   |                                                     |   |        |                                                  |  |   |         |  
|Loss from operations                  |  |                                               | (23,300 | ) |                                                     |   | (1,200 | )                                                |  |   | (24,500 | )
|Interest income                       |  |                                               | (19     | ) |                                                     |   | (1     | )                                                |  |   | (20     | )
|Interest expense                      |  |                                               | 41,441  |   |                                                     |   | 986    |                                                  |  |   | 42,427  |  
|Other income                          |  |                                               | (686    | ) |                                                     |   | (15    | )                                                |  |   | (701    | )
|                                      |  |                                               |         |   |                                                     |   |        |                                                  |  |   |         |  
|Loss before benefit from income taxes |  |                                               | (64,036 | ) |                                                     |   | (2,170 | )                                                |  |   | (66,206 | )
|Benefit from income taxes             |  |                                               | (26,639 | ) |                                                     |   | (340   | )                                                |  |   | (26,979 | )
|                                      |  |                                               |         |   |                                                     |   |        |                                                  |  |   |         |  
|Net loss                              |  | $                                             | (37,397 | ) |                                                     | $ | (1,830 | )                                                |  | $ | (39,227 | )
|                                      |  |                                               |         |   |                                                     |   |        |                                                  |  |   |         |  

In addition, the following table sets forth the various components of our condensed consolidated statements of
operations, expressed as a percentage of sales, for the periods indicated that are used in connection with the discussion herein.



|                                      |  |                                         |    |  |                                         |    |  |                                           |    |  |                                                  |   
|------------------------------------- |  | --------------------------------------- | -- |  | --------------------------------------- | -- |  | ----------------------------------------- | -- |  | ------------------------------------------------ | --
|                                      |  | SuccessorThirteenWeeksEndedJune 28,2008 |    |  | SuccessorThirteenWeeksEndedJune 30,2007 |    |  | SuccessorTwenty-SixWeeksEndedJune 28,2008 |    |  | Non-GAAPCombinedTwenty-SixWeeksEndedJune 30,2007 |   
|Statements of Operations Data:        |  |                                         |    |  |                                         |    |  |                                           |    |  |                                                  |   
|Sales:                                |  |                                         |    |  |                                         |    |  |                                           |    |  |                                                  |   
|Wholesale                             |  | 44.7                                    | %  |  | 46.2                                    | %  |  | 46.6                                      | %  |  | 48.9                                             | % 
|Retail                                |  | 55.3                                    | %  |  | 53.8                                    | %  |  | 53.4                                      | %  |  | 51.1                                             | % 
|                                      |  |                                         |    |  |                                         |    |  |                                           |    |  |                                                  |   
|Total net sales                       |  | 100.0                                   | %  |  | 100.0                                   | %  |  | 100.0                                     | %  |  | 100.0                                            | % 
|Cost of sales                         |  | 43.1                                    | %  |  | 54.7                                    | %  |  | 44.5                                      | %  |  | 59.2                                             | % 
|                                      |  |                                         |    |  |                                         |    |  |                                           |    |  |                                                  |   
|Gross profit                          |  | 56.9                                    | %  |  | 45.3                                    | %  |  | 55.5                                      | %  |  | 40.8                                             | % 
|Selling expenses                      |  | 41.0                                    | %  |  | 35.7                                    | %  |  | 37.9                                      | %  |  | 33.7                                             | % 
|General and administrative expenses   |  | 11.5                                    | %  |  | 13.8                                    | %  |  | 10.9                                      | %  |  | 16.0                                             | % 
|Restructuring charge                  |  | 0                                       | %  |  |                                        | %  |  | 0.5                                       | %  |  |                                                 | % 
|                                      |  |                                         |    |  |                                         |    |  |                                           |    |  |                                                  |   
|Income (loss) from operations         |  | 4.5                                     | %  |  | (4.2                                    | )% |  | 6.2                                       | %  |  | (8.9                                             | )%
|                                      |  |                                         |    |  |                                         |    |  |                                           |    |  |                                                  |   
|Net other expense                     |  | 16.3                                    | %  |  | 18.6                                    | %  |  | 16.6                                      | %  |  | 15.1                                             | % 
|                                      |  |                                         |    |  |                                         |    |  |                                           |    |  |                                                  |   
|Loss before benefit from income taxes |  | (11.9                                   | )% |  | (22.8                                   | )% |  | (10.4                                     | )% |  | (24.0                                            | )%
|Benefit from income taxes             |  | (4.6                                    | )% |  | (10.3                                   | )% |  | (4                                        | )% |  | (9.8                                             | )%
|                                      |  |                                         |    |  |                                         |    |  |                                           |    |  |                                                  |   
|Net Loss                              |  | (7.3                                    | )% |  | (12.5                                   | )% |  | (6.4                                      | )% |  | (14.2                                            | )%
|                                      |  |                                         |    |  |                                         |    |  |                                           |    |  |                                                  |   



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Thirteen weeks ended June 28, 2008 versus the Thirteen weeks ended June 30, 2007

SALES

Sales decreased 4.5% to $127.5 million for the thirteen weeks ended
June 28, 2008 from $133.4 million for the thirteen weeks ended June 30, 2007.

Retail Sales

Retail sales decreased 1.7% to $70.6 million for the thirteen weeks ended June 28, 2008 from $71.8 million for the thirteen weeks ended June 30, 2007. The
decrease in retail sales was primarily due to decreased comparable store sales of approximately $5.6 million and decreased sales in our catalog and Internet division of approximately $0.3 million, offset in part by increased sales attributable to
stores opened in 2007 that have not entered the comparable store base (which in 2007 were open for less than a full year), including Illuminations stores, of approximately $1.8 million, the addition of 15 new Yankee Candle retail stores and one new
Illuminations store opened in 2008 which increased sales by approximately $1.5 million and increased sales in our Yankee Candle Fundraising division by approximately $1.4 million.

Comparable store and catalog and Internet sales for our Yankee Candle stores decreased 8.5% for the thirteen weeks ended June 28, 2008 compared to the thirteen weeks ended June 30, 2007. Yankee Candle retail
comparable store sales for the thirteen weeks ended June 28, 2008 decreased 9.0% compared to the thirteen weeks ended June 30, 2007. Comparable store sales represent a comparison of sales during the corresponding fiscal periods on stores
in our comparable stores sales base. A store first enters our comparable store sales base in the fourteenth fiscal month of operation. There were 414 stores included in the Yankee Candle comparable store base as of June 28, 2008, and 33 of
these stores were included for less than a full year. There were 471 retail stores open as of June 28, 2008 compared to 434 retail stores open as of June 30, 2007 and 459 retail stores open as of December 29, 2007. Permanently closed
stores are excluded from the comparable store calculation beginning in the month in which the store closes.

Wholesale Sales

Wholesale sales, including European operations, decreased 7.7% to $56.9 million for the thirteen weeks ended June 28, 2008 from $61.7 million for the thirteen weeks
ended June 30, 2007. The decrease in wholesale sales was primarily from decreased sales to domestic wholesale locations in operation prior to June 30, 2007 of approximately $6.7 million and a decrease in our new product ventures of
approximately $0.6 million, offset in part by increased sales in our European operations of approximately $1.5 million and increased sales to domestic wholesale locations opened during the last 12 months of approximately $1.0 million.

GROSS PROFIT

Gross profit is sales less cost of sales. Included within cost
of sales are the cost of the merchandise we sell through our retail and wholesale segments, inbound and outbound freight costs, the operational costs of our distribution facilities, which include receiving costs, inspection and warehousing costs,
and salaries and expenses incurred by the Companys buying and merchandising operations.

Gross profit increased 19.8% to $72.5 million for the
thirteen weeks ended June 28, 2008 from $60.5 million for the thirteen weeks ended June 30, 2007. As a percentage of sales, gross profit increased to 56.9% for the thirteen weeks ended June 28, 2008 from 45.3% for the thirteen weeks
ended June 30, 2007. The effect of purchase accounting adjustments decreased gross profit in the prior year by approximately $13.1 million or 9.8% of sales. Purchase accounting adjustments affecting gross profit in the prior year consisted
primarily of the step-up of the carrying value of inventory at the acquisition date.

Retail Gross Profit

Retail gross profit dollars increased 14.5% to $45.4 million for the thirteen weeks ended June 28, 2008 from $39.7 million for the thirteen weeks ended June 30,
2007. The increase in gross profit dollars was primarily due to the decreased impact of purchase accounting adjustments in the current year as compared to the prior year of approximately $5.7 million, increased profitability in our Yankee Candle
Fundraising division of approximately $1.5 million, the impact of the price increases initiated on selected products during the first quarter of fiscal 2008 which, assuming no elasticity, contributed approximately $2.1 million of the increase,
decreased promotional activity of $1.0 million and increased profitability in our Illuminations division of approximately $0.5 million, offset in part by sales decreases in our retail operations which contributed approximately $3.8 million and
increased costs in supply chain operations of approximately $1.3 million.

As a percentage of sales, retail gross profit increased to 64.4% for the
thirteen weeks ended June 28, 2008 from 55.3% for the thirteen weeks ended June 30, 2007. The increase in retail gross profit rate was primarily the result of the decreased impact of purchase accounting adjustments in the current year as
compared to the prior year of approximately 7.8%, the impact of the price increases initiated on selected products during the first quarter of fiscal 2008 which, assuming no elasticity, contributed approximately 1.1% of the increase, increased
profitability in our Yankee Candle Fundraising division of approximately 0.8%, increased profitability in our Illuminations division of approximately 0.7% and decreased marketing and promotional activity of 0.5%, offset in part by decreased
productivity in supply chain operations of approximately 2.0%.

Wholesale Gross Profit

Wholesale gross profit dollars increased 29.8% to $27.0 million for the thirteen weeks ended June 28, 2008 from $20.8 million for the thirteen weeks ended June 30, 2007. The increase in wholesale gross
profit dollars was primarily attributable to the decreased impact of purchase accounting adjustments in the current year as compared to the prior year of approximately $7.4 million, the impact of the price increases initiated on selected products
during the first quarter of fiscal 2008 which, assuming no elasticity, contributed approximately $1.3 million of the increase and decreased costs in our supply chain operations of approximately $0.3 million, offset in part by sales decreases within
our domestic wholesale operations, which decreased gross profit by approximately $2.6 million.

As a percentage of sales, wholesale gross profit increased
to 47.5% for the thirteen weeks ended June 28, 2008 from 33.8% for the thirteen weeks ended June 30, 2007. The increase in wholesale gross profit rate was primarily the result of the decreased impact of purchase accounting adjustments in
the current year as compared to the prior year of approximately 12.0%, the impact of the price increases initiated on selected products during the first quarter of fiscal 2008 which, assuming no elasticity, contributed approximately 1.2% of the
increase and increased productivity in supply chain operations of 0.5%.

SELLING EXPENSES

Selling expenses increased 9.6% to $52.2 million for the thirteen weeks ended June 28, 2008 from $47.6 million for the thirteen weeks ended June 30, 2007. These expenses are related to both wholesale and
retail operations and consist of payroll, occupancy, advertising and other operating costs, as well as pre-opening costs, which are expensed as incurred. In addition, the effect of purchase accounting adjustments of approximately $3.9 million and
$4.0 million related to additional occupancy costs is included in selling expense for the thirteen weeks ended June 28, 2008 and June 30, 2007, respectively. As a percentage of sales, selling expenses were 41.0% and 35.7% for the thirteen
weeks ended June 28, 2008 and June 30, 2007, respectively.



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Retail Selling Expenses

Retail selling expenses were flat at $39.6 million for the thirteen weeks ended June 28, 2008 and June 30, 2007. These expenses relate to payroll, occupancy, advertising and other store operating costs, as well as preopening
costs, which are expensed as incurred.

As a percentage of retail sales, retail selling expenses were 56.2% and 55.1% for the thirteen weeks ended
June 28, 2008 and June 30, 2007, respectively. The increase in selling expense rate was primarily due to the de-leveraging of selling expenses by 3.8% as a result of decreased comparable retail sales, offset in part by the leveraging of
selling expenses in our Yankee Candle Fundraising division by 1.3%.

Wholesale Selling Expenses

Wholesale selling expenses increased 55.8% to $12.6 million for the thirteen weeks ended June 28, 2008 from $8.1 million for the thirteen weeks ended June 30,
2007. These expenses relate to payroll, advertising and other operating costs. As a percentage of wholesale sales, wholesale selling expenses were 22.1% and 13.1% for the thirteen weeks ended June 28, 2008 and June 30, 2007, respectively.
The increase in wholesale selling expenses in dollars and rate was the result of the impairment of our outstanding pre-petition receivable balance with Linens N Things of approximately $4.5 million or 8.0%.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses,
which consist primarily of personnelrelated costs including senior management, accounting, information systems, management incentive programs and costs that are not readily allocable to either the retail or wholesale operations, decreased
20.2% to $14.7 million for the thirteen weeks ended June 28, 2008 from $18.4 million for the thirteen weeks ended June 30, 2007. As a percentage of sales, general and administrative expenses were 11.5% and 13.8% for the thirteen weeks
ended June 28, 2008 and June 30, 2007, respectively. The decrease in general and administrative expense in dollars and rate was primarily due to the decreased impact of purchase accounting adjustments in the current year as compared to the
prior year of approximately $3.1 million or 2.2%.

RESTRUCTURING CHARGE

During the first quarter of fiscal 2008, the Company initiated a restructuring plan designed to close three underperforming Illuminations stores and move the Illuminations corporate headquarters from Petaluma,
California to the Companys South Deerfield, Massachusetts headquarters. In connection with this restructuring plan, a charge of $1.5 million was recorded during the thirteen weeks ended March 29, 2008. Included in the restructuring charge
was $0.6 million related to lease termination costs, $0.5 million related to non-cash fixed assets write-offs and other costs, and $0.4 million in employee related costs. As of March 29, 2008 the three underperforming stores have been closed.
The Company anticipates no further accruals related to this restructuring.

The following is a summary of restructuring charge activity for the thirteen
weeks ended June 28, 2008 (in thousands):



|                                 |  |                           |     |                                    |   |     |                           |   |     |   |  |   |    
|-------------------------------- |  | ------------------------- | --- | ---------------------------------- | - | --- | ------------------------- | - | --- | - |  | - | ---
|                                 |  | Accruedas ofMarch 29,2008 |     | Thirteen Weeks ended June 28, 2008 |   |     | Accrued as ofJune 28,2008
|                                 |  | CostsPaid                 |     | Non-CashCharges                    |   |    
|Occupancy related                |  | $                         | 431 |                                    | $ | 35  |                           | $ | (44 | ) |  | $ | 440
|Fixed asset impairment and other |  |                           | 42  |                                    |   | 42  |                           |   |     |   |  |   | 0  
|Employee related                 |  |                           | 256 |                                    |   | 158 |                           |   |     |   |  |   | 98 
|                                 |  |                           |     |                                    |   |     |                           |   |     |   |  |   |    
|Total                            |  | $                         | 729 |                                    | $ | 235 |                           | $ | (44 | ) |  | $ | 538
|                                 |  |                           |     |                                    |   |     |                           |   |     |   |  |   |    

OTHER EXPENSE, NET

Other expense, net was $20.8 million for the thirteen weeks ended June 28, 2008 compared to $24.9 million for the thirteen weeks ended June 30, 2007. The primary component of this expense was interest expense, which was $22.9
million and $25.6 million for the thirteen weeks ended June 28, 2008 and June 30, 2007, respectively. The decrease in interest expense was primarily due to a decrease in our average daily debt outstanding during the period coupled with
decreased borrowing rates as a result of a decrease in bank lending rates. Amortization of deferred financing costs, included in interest expense, was $1.0 million for both the thirteen weeks ended June 28, 2008 and June 30, 2007.

During the thirteen weeks ended June 28, 2008, we paid $9.5 million, plus accrued interest of $0.4 million to repurchase $12.0 million of our Senior
Subordinated Notes in the open market. In connection with this early repurchase, we recorded a gain of $2.1 million in other income, net of deferred financing costs written off in the amount of $0.4 million. The repurchase was authorized by our
Board of Directors pursuant to a resolution adopted on May 20, 2008.

PROVISION FOR INCOME TAXES

The income tax benefit for the thirteen weeks ended June 28, 2008 was $5.9 million compared to $13.8 million for the thirteen weeks ended June 30, 2007. The
effective tax rates for the thirteen weeks ended June 28, 2008 and June 30, 2007 were 38.7% and 45.3%, respectively. The change in the effective tax rate is primarily the net result of non-recurring effects of the merger in the prior year
quarter.

Twenty-six weeks ended June 28, 2008 versus the Combined Twenty-six weeks ended June 30, 2007

SALES

Sales decreased 2.9% to $268.4 million for the twenty-six weeks ended
June 28, 2008 from $276.4 million for the twenty-six weeks ended June 30, 2007.

Retail Sales

Retail sales increased 1.6% to $143.4 million for the twenty-six weeks ended June 28, 2008 from $141.1 million for the twenty-six weeks ended June 30, 2007. The
increase in retail sales was achieved primarily through increased sales attributable to stores opened in 2007 that have not entered the comparable store base (which in 2007 were open for less than a full year), including Illuminations stores, of
approximately $5.0 million, the addition of 15 new Yankee Candle retail stores and one new Illuminations store opened in 2008 which increased sales by approximately $1.8 million, increased sales in our Yankee Candle Fundraising division of
approximately $1.4 million and increased sales in our catalog and Internet division of approximately $1.2 million and offset in part by decreased comparable store sales of $7.1 million.



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Comparable store and catalog and Internet sales for our Yankee Candle stores decreased 4.2% for the twenty-six weeks
ended June 28, 2008 compared to the twenty-six weeks ended June 30, 2007. Yankee Candle retail comparable store sales for the twenty-six weeks ended June 28, 2008 decreased 5.7% compared to the twenty-six weeks ended June 30,
2007. Comparable store sales represent a comparison of sales during the corresponding fiscal periods on stores in our comparable stores sales base. A store first enters our comparable store sales base in the fourteenth fiscal month of operation.
There were 414 stores included in the Yankee Candle comparable store base as of June 28, 2008, and 33 of these stores were included for less than a full year. There were 471 retail stores open as of June 28, 2008 compared to 434 retail
stores open as of June 30, 2007 and 459 retail stores open as of December 29, 2007. Permanently closed stores are excluded from the comparable store calculation beginning in the month in which the store closes.

Wholesale Sales

Wholesale sales, including European operations,
decreased 7.6% to $125.0 million for the twenty-six weeks ended June 28, 2008 from $135.3 million for the twenty-six weeks ended June 30, 2007. The decrease in wholesale sales was primarily from decreased sales to domestic wholesale
locations in operation prior to June 30, 2007 of approximately $15.7 million and a decrease in our new product ventures of approximately $0.9 million, offset in part by increased sales in our European operations of approximately $3.7 million,
increased sales to domestic wholesale locations opened during the last 12 months of approximately $2.1 million and increased sales within our Aroma Naturals division of approximately $0.5 million.

GROSS PROFIT

Gross profit is sales less cost of sales. Included within cost
of sales are the cost of the merchandise we sell through our retail and wholesale segments, inbound and outbound freight costs, the operational costs of our distribution facilities, which include receiving costs, inspection and warehousing costs,
and salaries and expenses incurred by the Companys buying and merchandising operations.

Gross profit increased 31.9% to $148.8 million for the
twenty-six weeks ended June 28, 2008 from $112.8 million for the twenty-six weeks ended June 30, 2007. As a percentage of sales, gross profit increased to 55.5% for the twenty-six weeks ended June 28, 2008 from 40.8% for the
twenty-six weeks ended June 30, 2007. The effect of purchase accounting adjustments decreased gross profit in the prior year by approximately $40.7 million or 14.7% of sales. Purchase accounting adjustments affecting gross profit in the prior
year consisted primarily of the step-up of the carrying value of inventory at the acquisition date.

Retail Gross Profit

Retail gross profit dollars increased 32.7% to $90.8 million for the twenty-six weeks ended June 28, 2008 from $68.4 million for the twenty-six weeks ended
June 30, 2007. The increase in gross profit dollars was primarily due to the decreased impact of purchase accounting adjustments in the current year as compared to the prior year of approximately $22.0 million, the impact of the price increases
initiated on selected products during the first quarter of fiscal 2008 which, assuming no elasticity, contributed approximately $3.6 million of the increase, increased profitability in our Yankee Candle Fundraising division of approximately $1.6
million and increased profitability in our Illuminations division of approximately $0.4 million, offset in part by increased promotional activity of $2.3 million, increased costs in supply chain operations of approximately $2.0 million and sales
decreases in our retail operations which contributed approximately $0.9 million.

As a percentage of sales, retail gross profit increased to 63.3% for the
twenty-six weeks ended June 28, 2008 from 48.5% for the twenty-six weeks ended June 30, 2007. The increase in retail gross profit rate was primarily the result of the decreased impact of purchase accounting adjustments in the current year
as compared to the prior year of approximately 15.5%, the impact of the price increases initiated on selected products during the first quarter of fiscal 2008 which, assuming no elasticity, contributed approximately 0.9% of the increase and
increased profitability in our Yankee Candle Fundraising division of approximately 0.5%, offset in part by decreased productivity in supply chain operations of approximately 1.5% and increased marketing and promotional activity of 0.6%.

Wholesale Gross Profit

Wholesale gross profit dollars increased
30.6% to $58.0 million for the twenty-six weeks ended June 28, 2008 from $44.4 million for the twenty-six weeks ended June 30, 2007. The increase in wholesale gross profit dollars was primarily attributable to the decreased impact of
purchase accounting adjustments in the current year as compared to the prior year of approximately $18.6 million and the impact of the price increases initiated on selected products during the first quarter of fiscal 2008 which, assuming no
elasticity, contributed approximately $2.3 million of the increase, offset in part by sales decreases within our domestic wholesale operations, which decreased gross profit by approximately $5.3 million, increased costs in our supply chain
operations of approximately $1.0 million, a decrease in new product ventures of approximately $0.7 million and increased promotional activity of approximately $0.3 million.

As a percentage of sales, wholesale gross profit increased to 46.4% for the twenty-six weeks ended June 28, 2008 from 32.8% for the twenty-six weeks ended June 30, 2007. The increase in wholesale gross
profit rate was primarily the result of the decreased impact of purchase accounting adjustments in the current year as compared to the prior year of approximately 13.8% and the impact of the price increases initiated on selected products during the
first quarter of fiscal 2008 which, assuming no elasticity, contributed approximately 1.0% of the increase, offset in part by decreased productivity in supply chain operations of 0.8%, a decrease in new product ventures which decreased gross profit
by approximately 0.3% and increased marketing and promotional activity of 0.1%.

SELLING EXPENSES

Selling expenses increased 9.1% to $101.7 million for the twenty-six weeks ended June 28, 2008 from $93.3 million for the twenty-six weeks ended June 30, 2007.
These expenses are related to both wholesale and retail operations and consist of payroll, occupancy, advertising and other operating costs, as well as pre-opening costs, which are expensed as incurred. In addition, the effect of purchase accounting
adjustments of approximately $7.6 million and $6.4 million related to additional occupancy costs is included in selling expense for the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively. As a percentage of sales, selling
expenses were 37.9% and 33.7% for the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively.

Retail Selling Expenses

Retail selling expenses increased 3.2% to $80.8 million for the twenty-six weeks ended June 28, 2008 from $78.3 million for the twenty-six weeks
ended June 30, 2007. These expenses relate to payroll, occupancy, advertising and other store operating costs, as well as preopening costs, which are expensed as incurred. The increase in retail selling expenses in dollars was primarily
related to selling expenses incurred in the 15 new Yankee Candle retail stores opened in 2008 and the 27 new Yankee Candle retail stores opened in 2007 which together contributed approximately $3.2 million and increased expenses in our Illuminations
stores of approximately $1.0 million.

As a percentage of retail sales, retail selling expenses were 56.3% and 55.5% for the twenty-six weeks ended
June 28, 2008 and June 30, 2007, respectively. The increase in selling expense rate was primarily due to the de-leveraging of selling expenses by 2.4% as a result of decreased comparable retail sales, offset in part by the leveraging of
selling expenses in our Yankee Candle Fundraising division by 0.5% and the leveraging of selling expenses in our Consumer Direct division by 0.5%.



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##### Table of Contents

Wholesale Selling Expenses

Wholesale selling expenses increased 40.0% to $20.9 million for the twenty-six weeks ended June 28, 2008 from $15.0 million for the twenty-six weeks ended June 30, 2007. These expenses relate to payroll, advertising and other
operating costs. As a percentage of wholesale sales, wholesale selling expenses were 16.7% and 11.1% for the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively. The increase in wholesale selling expenses in dollars and
rate was the result of the impairment of our outstanding pre-petition receivable balance with Linens N Things of approximately $4.5 million or 3.6%.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses, which consist primarily of personnelrelated costs including senior
management, accounting, information systems, management incentive programs and costs that are not readily allocable to either the retail or wholesale operations, decreased 34.0% to $29.1 million for the twenty-six weeks ended June 28, 2008 from
$44.1 million for the twenty-six weeks ended June 30, 2007. As a percentage of sales, general and administrative expenses were 10.8% and 15.9% for the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively. The decrease
in general and administrative expense in dollars and rate was primarily due to the decreased impact of purchase accounting adjustments in the current year as compared to the prior year of approximately $13.0 million or 4.7%.

RESTRUCTURING CHARGE

During the first quarter of fiscal 2008, the Company
initiated a restructuring plan designed to close three underperforming Illuminations stores and move the Illuminations corporate headquarters from Petaluma, California to the Companys South Deerfield, Massachusetts headquarters. In connection
with this restructuring plan, a charge of $1.5 million was recorded during the twenty-six weeks ended June 28, 2008. Included in the restructuring charge was $0.6 million related to lease termination costs, $0.5 million related to non-cash
fixed assets write-offs and other costs, and $0.4 million in employee related costs. As of March 29, 2008 the three underperforming stores have been closed. The Company anticipates no further accruals related to this restructuring.

The following is a summary of restructuring charge activity for the twenty-six weeks ended June 28, 2008 (in thousands):



|                                 |  |                                      |       |           |                           |                 |  |   |     |   |  |   |    
|-------------------------------- |  | ------------------------------------ | ----- | --------- | ------------------------- | --------------- |  | - | --- | - |  | - | ---
|                                 |  | Twenty-Six Weeks Ended June 28, 2008 |       |           | Accrued as ofJune 28,2008
|                                 |  | Expense                              |       | CostsPaid |                           | Non-CashCharges |  |  
|Occupancy related                |  | $                                    | 632   |           | $                         | 236             |  | $ | (44 | ) |  | $ | 440
|Fixed asset impairment and other |  |                                      | 493   |           |                           | 42              |  |   | 451 |   |  |   | 0  
|Employee related                 |  |                                      | 350   |           |                           | 252             |  |   |     |   |  |   | 98 
|                                 |  |                                      |       |           |                           |                 |  |   |     |   |  |   |    
|Total                            |  | $                                    | 1,475 |           | $                         | 530             |  | $ | 407 |   |  | $ | 538
|                                 |  |                                      |       |           |                           |                 |  |   |     |   |  |   |    

OTHER EXPENSE, NET

Other expense, net was $44.5 million for the twenty-six weeks ended June 28, 2008 compared to $41.7 million for the twenty-six weeks ended June 30, 2007. The primary component of this expense was interest expense, which was $46.8
million and $42.4 million for the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively. The increase in interest expense was primarily due to an increase in our average daily debt outstanding during the period primarily due
to borrowings associated with the Merger, offset in part by decreased borrowing rates as a result of a decrease in bank lending rates. Amortization of deferred financing costs was $2.1 million and $1.7 million for the twenty-six weeks ended
June 28, 2008 and June 30, 2007, respectively.

During the twenty-six weeks ended June 28, 2008, we paid $9.5 million, plus accrued interest
of $0.4 million to repurchase $12.0 million of our Senior Subordinated Notes in the open market. In connection with this early repurchase, we recorded a gain of $2.1 million in other income, net of deferred financing costs written off in the
amount of $0.4 million. The repurchase was authorized by our Board of Directors pursuant to a resolution adopted on May 20, 2008.

PROVISION FOR
INCOME TAXES

The income tax benefit for the twenty-six weeks ended June 28, 2008 was $10.8 million compared to $27.0 million for the twenty-six weeks
ended June 30, 2007. The effective tax rates for the twenty-six weeks ended June 28, 2008 and June 30, 2007 were 38.5% and 40.8%, respectively. The change in the effective tax rate is primarily the net result of non-recurring effects
of the merger in the prior year quarter.

LIQUIDITY AND CAPITAL RESOURCES

In connection with the Transactions, the Company significantly increased its level of debt upon entering into the $650.0 million senior secured term loan facility and issuance of the $325.0 million 8.50% senior notes
due 2015 and the $200.0 million 9.75% senior subordinated notes due 2017. As of June 28, 2008 the Company had outstanding debt of $1,157.1 million.

The senior notes mature on February 15, 2015 and the senior subordinated notes mature on February 15, 2017. The senior notes due 2015 bear interest at a per annum rate equal to 8.50%. Interest is paid every six months on
February 15 and August 15, beginning on August 15, 2007. The senior subordinated notes due 2017 bear interest at a per annum rate equal to 9.75%. Interest is paid every six months on February 15 and August 15, beginning on
August 15, 2007.

Obligations under the senior notes are guaranteed on an unsecured senior basis and the senior subordinated notes are guaranteed on
an unsecured senior subordinated basis, by the Parent and the Companys existing and future domestic subsidiaries. If the Company cannot make any payment on either or both series of notes, the guarantors must make the payment instead.

In the event of certain change in control events specified in the indentures governing the notes, the Company must offer to repurchase all or a portion of
the notes at 101% of the principal amount of the exchange notes on the date of purchase, plus any accrued and unpaid interest to the date of repurchase.

During the quarter ended June 28, 2008, the Company paid $9.5 million, plus accrued interest of $0.4 million to repurchase $12.0 million of the senior subordinated notes in the open market. In connection with this early
repurchase, the Company recorded a gain of $2.1 million, net of deferred financing costs written off in the amount of $0.4 million.

The indentures
governing the senior notes and senior subordinated notes restrict our (and most or all of our subsidiaries) ability to incur additional debt; pay dividends or make other distributions on our capital stock or repurchase our capital stock or
subordinated indebtedness; make investments or other specified restricted payments; create liens; sell assets and subsidiary stock; enter into transactions with affiliates; and enter into mergers, consolidations and sales of substantially all
assets.



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##### Table of Contents

The Companys senior secured credit facility (the Credit Facility) consists of a $650.0 million
7year senior term loan facility and a 6year $125.0 million senior secured revolving credit facility. All borrowings under the Credit Facility bear interest at a rate per annum equal to an applicable margin, plus, at the Companys
option, (i) the higher of (x) the prime rate (as set forth on the British Banking Association Telerate Page 5) and (y) the federal funds effective rate, plus one-half percent (0.50%) per annum or (ii) the Eurodollar rate, and
resets periodically. In addition to paying interest on outstanding principal under the senior secured credit facility, the Company is required to pay a commitment fee to the lenders in respect of unutilized loan commitments at a rate of
0.50% per annum.

The Company has an interest rate swap agreement to hedge a portion of the cash flows associated with the Credit Facility. The
agreement has a total notional value of $415.0 million. The $415.0 million notional value amortizes over the life of the swap. The interest rate swap agreement effectively converts approximately 60% of the outstanding amount under the Credit
Facility, which is floatingrate debt, to a fixedrate by having the Company pay fixedrate amounts in exchange for the receipt of the amount of the floatingrate interest payments.

The Company has a second interest rate swap agreement to hedge an additional portion of the cash flows associated with the Credit Facility. The agreement has a total
notional value of $100.0 million. The $100.0 million notional value increases on March 31, 2010 to approximately $397.0 million and then amortizes over the remaining life of the swap. The interest rate swap agreement effectively converts
approximately 15% of the outstanding amount under the Credit Facility, which is floatingrate debt, to a fixedrate by having the Company pay fixedrate amounts in exchange for the receipt of the amount of the floatingrate
interest payments.

All obligations under the Credit Facility are guaranteed by the Parent and each of the Companys existing and future domestic
subsidiaries. In addition, the credit facility is secured by first priority perfected liens on all of the Companys capital stock and substantially all of the Companys existing and future material assets and the existing and future
material assets of the Companys guarantors, except that only up to 66% of the voting capital stock of the first tier foreign subsidiaries and 100% of the nonvoting capital stock of such foreign subsidiaries will be pledged in favor of
the senior secured credit facility and each of the guarantors assets.

The senior secured term loan facility matures on February 6, 2014 and the
senior secured revolving credit facility matures on February 6, 2013.

The Credit Facility permits all or any portion of the loans outstanding to be
prepaid at any time and commitments to be terminated in whole or in part at our option without premium or penalty. The Company is required to repay amounts borrowed under the senior secured term loan facility in equal quarterly installments in an
aggregate annual amount equal to one percent (1.0%) of the original principal amount of the senior secured term loan facility with the balance being payable on the maturity date of the senior secured term loan facility.

Subject to certain exceptions, the Credit Facility requires that 100% of the net proceeds from certain asset sales, casualty insurance, condemnations and debt issuances,
and 50% (subject to step downs) from excess cash flow for each fiscal year must be used to pay down outstanding borrowings.

The Credit Facility and
related agreements contain customary financial and other covenants, including, but not limited to, maximum consolidated total secured leverage (net of certain cash and cash equivalents) and certain other limitations on the Company and certain of the
Companys restricted subsidiaries, as defined in the Credit Facility, ability to incur additional debt, guarantee other obligations, grant liens on assets, make investments or acquisitions, dispose of assets, make optional payments or
modifications of other debt instruments, pay dividends or other payments on capital stock, engage in mergers or consolidations, enter into sale and leaseback transactions, enter into arrangements that restrict the Companys ability to pay
dividends or grant liens and engage in transactions with affiliates. The Credit Facility requires that the Company maintain at the end of each fiscal quarter, commencing with the quarter ended December 29, 2007, a consolidated total secured
debt (net of certain cash and cash equivalents) to consolidated EBITDA (as defined in the Credit Facility) ratio of no more than 4.50 to 1.00. As of June 28, 2008, the consolidated total secured debt to consolidated EBITDA ratio was 3.44 to
1.00.

The Company funds its operations through a combination of internally generated cash from operations and from borrowings under the Credit Facility.
The Companys primary uses of cash are working capital requirements, new store expenditures, new store inventory purchases and debt service requirements. The Company anticipates that cash generated from operations together with amounts
available under the Credit Facility will be sufficient to meet its future working capital requirements, new store expenditures, new store inventory purchases and debt service obligations as they become due over the next twelve months. However, the
Companys ability to fund future operating expenses and capital expenditures and its ability to make scheduled payments of interest on, to pay principal on or refinance indebtedness and to satisfy any other present or future debt obligations
will depend on future operating performance which will be affected by general economic, financial and other factors beyond the Companys control.

As
a result of the Transactions, the cash flow results for the twenty-six week period ended June 30, 2007 have been separately presented in the condensed consolidated statements of cash flows split between the Predecessor, covering the
period December 31, 2006 to February 5, 2007 and the Successor covering the period February 6, 2007 to June 30, 2007. The comparable period results for the current year are presented under Successor. For
comparative purposes, the Company combined the two periods from December 31, 2006 through June 30, 2007 in its discussion below. This combination is not a GAAP presentation. However, the Company believes this combination is useful to
provide the reader a more accurate comparison and is provided to enhance the readers understanding of cash flows for the periods presented. The following table reconciles the thirteen weeks ended June 30, 2007 cash flows with the
discussion of cash flows that follows:



|                                          |  |                                               |            |   |                                                     |   |         |                                                  |  |   |            |  
|----------------------------------------- |  | --------------------------------------------- | ---------- | - | --------------------------------------------------- | - | ------- | ------------------------------------------------ |  | - | ---------- | -
|                                          |  | SuccessorPeriodFebruary 6,2007 toJune 30,2007 |            |   | PredecessorPeriodDecember 31,2006 toFebruary 5,2007 |   |         | Non-GAAPCombinedTwenty-SixWeeksEndedJune 30,2007 | 
|Net cash used in operating activities     |  | $                                             | (30,939    | ) |                                                     | $ | (10,067 | )                                                |  | $ | (41,006    | )
|                                          |  |                                               |            |   |                                                     |   |         |                                                  |  |   |            |  
|Net cash used in investing activities     |  |                                               | (1,442,468 | ) |                                                     |   | (2,250  | )                                                |  |   | (1,444,718 | )
|                                          |  |                                               |            |   |                                                     |   |         |                                                  |  |   |            |  
|Net cash provided by financing activities |  |                                               | 1,465,102  |   |                                                     |   | 4,317   |                                                  |  |   | 1,469,419  |  
|                                          |  |                                               |            |   |                                                     |   |         |                                                  |  |   |            |  

Cash and cash equivalents as of June 28, 2008 was $2.2 million as compared to $5.6 million as of
December 29, 2007. Cash used in operating activities for the twenty-six weeks ended June 28, 2008 was $24.8 million as compared to $36.7 million, net of excess tax benefit from the exercise of stock options, for the combined
twenty-six weeks ended June 30, 2007. Cash used in operating activities for the twenty-six weeks ended June 28, 2008 includes total payments of $14.5 million of corporate income taxes for fiscal 2007 and cash paid for interest of $35.6
million. Cash used in operating activities for the combined twenty-six weeks ended June 30, 2007 includes total payments of $26.8 million of corporate income taxes for fiscal 2006 and cash paid for interest of $21.2 million.

Net cash used in investing activities for the twenty-six weeks ended June 28, 2008 includes purchases of property and equipment of $7.8 million primarily due to new
stores and a $0.2 million payment of contingent consideration related to the acquisition of Aroma Naturals. Net cash used in investing activities for the combined twenty-six weeks ended June 30, 2007 was $1,444.7 million and includes the
acquisition of the Company for $1,429.4 million and purchases of property and equipment of $15.3 million primarily due to new stores.



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Net cash provided by financing activities for the twenty-six weeks ended June 28, 2008 consists of $51.5 million of
borrowings under the revolving credit facility and $22.0 million of repayments as compared to net cash provided by financing activities of $1,465.1 million, net of excess tax benefit from the exercise of stock options, for the combined twenty-six
weeks ended June 30, 2007. The combined twenty-six weeks ended June 30, 2007 includes borrowings to finance the acquisition of $1,175 million, $63 million of borrowings under the revolving credit facility, net proceeds of $418 million from
the issuance of common stock, partially offset by the payment of deferred financing fees of $32.3 million and repayment of $158.6 million of existing bank debt.

As of June 28, 2008, we were in compliance with all covenants under our Credit Facility. We had $44.0 million outstanding under the revolving credit facility and $2.0 million of outstanding letters of credit, leaving $79.0 million in
availability.

We expect that the principal sources of funding for our planned store openings and other working capital needs, capital expenditures and
debt service obligations will be a combination of our available cash and cash equivalents, funds generated from operations, and borrowings under our credit facility. We believe that our current funds and sources of funds will be sufficient to fund
our liquidity needs for at least the next 12 months. However, there are a number of factors that may negatively impact our available sources of funds. The amount of cash generated from operations will be dependent upon factors such as the successful
execution of our business plan and general economic conditions. In addition, borrowings under our credit facility are dependent upon our continued compliance with the financial and other covenants contained therein.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Our
market risks relate primarily to changes in interest rates. At June 28, 2008, we had $644.1 million of floating rate debt, a portion of which is hedged by interest rate swaps described below, and $513.0 million of fixed rate debt. For fixed
rate debt, interest rate changes affect the fair market value, but do not impact earnings or cash flows. Conversely for floating rate debt, interest rate changes do not affect the fair market value but do impact future earnings and cash flows,
assuming other factors are held constant. The $644.1 million outstanding under our Credit Facility bears interest at variable rates. All borrowings under the Credit Facility bear interest at a rate per annum equal to an applicable margin, plus, at
the Companys option, (i) the higher of (a) the prime rate (as set forth on the British Banking Association Telerate Page 5) and (b) the federal funds effective rate, plus one-half percent (0.50%) per annum or (ii) the
Eurodollar rate, and resets periodically. At June 28, 2008, the weightedaverage interest rate on outstanding borrowings under our Credit Facility was 4.62%. This Credit Facility is intended to fund operating needs. Because this Credit
Facility carries a variable interest rate pegged to market indices, our results of operations and cash flows will be exposed to changes in interest rates. Based on June 28, 2008 borrowing levels, a 1.00% increase or decrease in current market
interest rates would have the effect of causing an approximately $1.2 million additional annual pretax change in interest expense.

The variable
nature of our obligations under the Credit Facility creates interest rate risk. In order to mitigate this risk we have entered into certain interest rate swaps. In February 2007, we entered into an interest rate swap agreement in the notional amount
of $415.0 million to hedge floating rate debt for the period between February 14, 2007 and March 30, 2010. The $415.0 million notional value amortizes over the life of the swap. The swap, which is with a highly rated counterparty, is
treated as a cash flow hedge for accounting purposes and on which we pay a fixed rate of 5.10% and receive LIBOR from the counterparty. In February 2008, we entered into a second interest rate swap agreement in the notional value of $100,000,
effective March 31, 2008. The $100,000 notional value increases on March 31, 2010 to approximately $397,000 and then amortizes over the remaining life of the swap. The swap, which is with a highly rated counterparty, is treated as a cash
flow hedge for accounting purposes and on which we pay a fixed rate of 3.347% and receive LIBOR from the counterparty. See Note 9, Derivative Financial Instruments to the accompanying condensed consolidated financial statements for
additional information.

The second component of interest rate risk involves the short-term investment of excess cash. This risk impacts fair values,
earnings and cash flows. Excess cash is primarily invested in interest bearing accounts that fluctuate with market interest rates. Based on June 28, 2008 cash equivalents, a 1.00% increase or decrease in current market interest rates would have
an immaterial effect on interest income.

We buy a variety of raw materials for inclusion in our products. The only raw material that is considered to be
of a commodity nature is wax. Wax is a petroleum based product. Its market price has not historically fluctuated with the movement of oil prices and has instead generally moved with inflation. However, in the past several years the price of wax has
increased at a rate significantly above the rate of inflation. Continued increases in wax prices could have an adverse affect on our cost of goods sold and could lower our margins.

At this point in time, operations outside of the United States are not significant. Accordingly, we are not exposed to substantial risks arising from foreign currency exchange rates.



|Item 4T. | Controls and Procedures
|-------- | -----------------------

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls
and procedures as of June 28, 2008. The term disclosure controls and procedures, as defined in Rules 13a15(e) and 15d15(e) under the Securities Exchange Act of 1934, or Exchange Act, means controls and other procedures
of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the
SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the companys management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and
procedures. Based on the evaluation of our disclosure controls and procedures as of June 28, 2008, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a15(f) and 15d15(f) under the Exchange Act) occurred during the fiscal quarter ended June 28, 2008 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.



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##### Table of Contents

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

There have been no material changes from the
legal proceedings discussed in the Companys Annual Report on Form 10-K.



|Item 1A. | Risk Factors
|-------- | ------------

There are a number of factors that might cause our
actual results to differ significantly from the results reflected by the forward-looking statements contained herein. In addition to factors generally affecting the political, economic and competitive conditions in the United States and abroad, such
factors include those set forth below. Investors should consider the following factors before investing in our common stock.

Our substantial
indebtedness could have a material adverse effect on our financial condition and operations

After giving effect to the Transactions and related use of
proceeds, we have a substantial amount of debt, which requires significant interest and principal payments. Subject to the limits contained in the indentures governing our senior notes and our senior subordinated notes and our senior secured credit
facility, we may be able to incur additional debt from time to time, including drawing on our senior secured revolving credit facility, to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do
so, the risks related to our business associated with our high level of debt could intensify. Specifically, our high level of debt could have important consequences to the holders of the notes, including the following:



| |  |  | making it more difficult for us to satisfy our obligations with respect to the notes and our other debt;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments on our and our subsidiaries debt, which would reduce
the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limiting our flexibility in planning for, or reacting to, changes in the industry in which we operate;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | placing us at a competitive disadvantage compared to any of our less leveraged competitors;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | increasing our vulnerability to both general and industryspecific adverse economic conditions; and
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements and
increasing our cost of borrowing.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We and/or our subsidiaries may be able to incur substantial additional debt in the future in addition
to our notes and our senior secured credit facility. The addition of further debt to our current debt levels could intensify the leveragerelated risks that we now face.

Our debt agreements contain restrictions on our ability to operate our business and to pursue our business strategies, and our failure to comply with these covenants could result in an acceleration of our
indebtedness.

The credit agreement governing our senior secured credit facility and the indentures governing our notes contain, and agreements
governing future debt issuances may contain, covenants that restrict our ability to finance future operations or capital needs, to respond to changing business and economic conditions or to engage in other transactions or business activities that
may be important to our growth strategy or otherwise important to us. The credit agreement and the indentures restrict, among other things, our ability and the ability of our subsidiaries to:



| |  |  | incur additional debt;
| | - |  | ----------------------



| |  |  | pay dividends or make other distributions on our capital stock or repurchase our capital stock or subordinated indebtedness;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | make investments or other specified restricted payments;
| | - |  | --------------------------------------------------------



| |  |  | create liens;
| | - |  | -------------



| |  |  | sell assets and subsidiary stock;
| | - |  | ---------------------------------



| |  |  | enter into transactions with affiliates; and
| | - |  | --------------------------------------------



| |  |  | enter into mergers, consolidations and sales of substantially all assets.
| | - |  | -------------------------------------------------------------------------

In addition, the credit agreement related to our senior secured credit facility requires us to satisfy a senior secured leverage ratio and to repay outstanding borrowings under such facility with proceeds we receive
from certain sales of property or assets and specified future debt offerings. We cannot assure you that we will be able to maintain compliance with such covenants in the future and, if we fail to do so, that we will be able to obtain waivers from
the lenders and/or amend the covenants.

Any breach of the covenants in the credit agreement or the indentures could result in a default of the obligations
under such debt and cause a default under other debt. If there were an event of default under the credit agreement related to our senior secured credit facility that was not cured or waived, the lenders under our senior secured credit facility could
cause all amounts outstanding with respect to the borrowings under our senior secured credit facility to be due and payable immediately. Our assets and cash flow may not be sufficient to fully repay borrowings under our senior secured credit
facility and our obligations under the notes if accelerated upon an event of default. If, as or when required, we are unable to repay, refinance or restructure our indebtedness under, or amend the covenants contained in, our senior secured credit
facility, the lenders under our senior secured credit facility could institute foreclosure proceedings against the assets securing borrowings under our senior secured credit facility.

We may not be able to generate sufficient cash flows to meet our debt service obligations.

Our ability to make
payments on and to refinance our indebtedness and to fund planned capital expenditures depends on our ability to generate cash from our future operations. This, to a certain extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our control. Our business may not generate sufficient cash flow from operations, or future borrowings under our senior secured credit facility, or from other sources, may not be available to
us in an amount sufficient, to enable us to repay our indebtedness or to fund our other liquidity needs, including capital expenditure requirements. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking
additional equity or reducing or delaying capital expenditures, strategic



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acquisitions, investments or alliances. Our senior secured credit facility and the indentures governing the notes restrict our ability to sell assets and use
the proceeds from such sales. Additionally, we may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. If we cannot service our indebtedness, it could impede the implementation of our business strategy or
prevent us from entering into transactions that would otherwise benefit our business.

The interests of our controlling stockholders may conflict with
the interests of the noteholders.

Private equity funds managed by Madison Dearborn indirectly own substantially all of our common stock. The interests
of these funds as equity holders may conflict with the interests of the noteholders. The controlling stockholders may have an incentive to increase the value of their investment or cause us to distribute funds to the detriment of our financial
condition and affect our ability to make payments on the outstanding notes. In addition, these funds have the power to elect a majority of our Board of Directors and appoint new officers and management and, therefore, effectively control many other
major decisions regarding our operations. Three of our directors are employed by Madison Dearborn. Additionally, our controlling stockholders are in the business of making investments in companies and may, from time to time, acquire and hold
interests in businesses that compete directly or indirectly with us. Our controlling stockholders may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be
available to us.

If we fail to grow our business as planned, our future operating results may suffer. As we grow, it will be difficult to maintain our
historical growth rates.

We intend to continue to pursue a business strategy of increasing sales and earnings by expanding our retail and wholesale
operations both in the United States and internationally. Because our ability to implement our growth strategy successfully will be dependent in part on factors beyond our control, including consumer preferences, macro-economic conditions, the
competitive environment in the markets in which we compete and other factors, we may not be able to achieve our planned growth or sustain our financial performance. Our ability to anticipate changes in the candle, home fragrance and giftware
industries, and identify industry trends, will be critical factors in our ability to grow as planned and remain competitive.

We expect that, as we
continue to grow, it will become more difficult to maintain our historical growth rate, which could negatively impact our operating margins and results of operations. New stores typically generate lower operating margin contributions than mature
stores because fixed costs, as a percentage of sales, are higher and because pre-opening costs are fully expensed in the year of opening. In addition, our retail sales generate lower margins than our wholesale sales. Our wholesale business has grown
by increasing sales to existing customers and by adding new customers. If we are not able to continue this, our sales growth and profitability could be adversely affected. In addition, as we expand our wholesale business into new channels of trade
that we believe to be appropriate, sales in some of these new channels may, for competitive reasons within the channels, generate lower margins than do our existing wholesale sales. Similarly, as we continue to broaden our product offerings in order
to meet consumer demand, we may do so in part by adding products that have lower product margins than those of our core candle products. We cannot assure you that we will continue to grow at a rate comparable to our historic growth rate or that our
historic financial performance will continue as we grow.

We may be unable to continue to open new stores successfully.

Our retail growth strategy depends in large part on our ability to successfully open new stores in both existing and new geographic markets. For our growth strategy to
be successful, we must identify and lease favorable store sites on favorable economic terms, hire and train managers and associates and adapt management and operational systems to meet the needs of our expanded operations. These tasks may be
difficult to accomplish successfully and any changes in the availability of suitable real estate locations on acceptable terms could adversely impact our retail growth. If we are unable to open new stores as quickly as planned, then our future sales
and profits could be materially adversely affected. Even if we succeed in opening new stores, these new stores may not achieve the same sales or profit levels as our existing stores. Also, our retail growth strategy includes opening new stores in
markets where we already have a presence so we can take advantage of economies of scale in marketing, distribution and supervision costs, or the opening of new malls or centers in the market. However, these new stores may result in the loss of sales
in existing stores in nearby areas, thereby negatively impacting our comparable store sales. A decrease in our retail comparable store sales will have an adverse impact on our cash flows and earnings. This is due to the fact that a significant
portion of our expenses are comprised of fixed costs, such as lease payments, and our ability to decrease expenses in response to negative comparable store sales is limited in the short term. If comparable store sales decline it will negatively
impact earnings. Our retail growth strategy also depends upon our ability to successfully renew the expiring leases of our profitable existing stores. If we are unable to do so at planned levels and upon favorable economic terms, then our future
sales and profits could be negatively affected.

We face significant competition in the giftware industry. This competition could cause our revenues or
margins to fall short of expectations which could adversely affect our future operating results, financial condition and liquidity and our ability to continue to grow our business.

We compete generally for the disposable income of consumers with other producers and retailers in the giftware industry. The giftware industry is highly competitive with a large number of both large and small
participants and relatively low barriers to entry.

Our products compete with other scented and unscented candle, home fragrance and personal care products
and with other gifts within a comparable price range, like boxes of candy, flowers, wine, fine soap and related merchandise. Our retail stores compete primarily with specialty candle retailers and a variety of other retailers including department
stores, gift stores and national specialty retailers that carry candles along with personal care items, giftware and houseware. In addition, while we focus primarily on the premium scented candle segment, scented and unscented candles are also sold
outside of that segment by a variety of retailers, including mass merchandisers. In our wholesale business, we compete with numerous manufacturers and importers of candles, home fragrance products and other home decor and gift items for the limited
space available in our wholesale customer locations for the display and sale of such products to consumers. Some of our competitors are part of large, diversified companies which have greater financial resources and a wider range of product
offerings than we do. Many of our competitors source their products from low cost manufacturers outside of the United States. This competitive environment could adversely affect our future revenues and profits, financial condition and liquidity and
our ability to continue to grow our business.

A material decline in consumers discretionary income could cause our sales and income to decline.

Our results depend on consumer spending, which is influenced by general economic conditions and the availability of discretionary income. Accordingly,
we may experience declines in sales during economic downturns or during periods of uncertainty like that which followed the September 11, 2001 terrorist attacks on the United States or which result from the threat of war or the possibility of
further terrorist attacks. Any material decline in the amount of discretionary spending could have a material adverse effect on our sales and income.

Because we are not a diversified company and are effectively dependent upon one industry, we have less flexibility in reacting to unfavorable consumer trends, adverse economic conditions or business cycles.

We rely primarily on the sale of premium scented candles and related products in the giftware industry. In the event that sales of these products decline or do not meet
our expectations, we cannot rely on the sales of other products to offset such a shortfall. As a significant portion of our expenses is comprised of fixed costs, such as lease payments, our ability to decrease expenses in response to adverse
business conditions is limited in the short term. As a result, unfavorable consumer trends, adverse economic conditions or changes in the business cycle could have a material and adverse impact on our earnings.



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If we lose our senior executive officers, or are unable to attract and retain the talent required for our business,
our business could be disrupted and our financial performance could suffer.

Our success is in part dependent upon the retention of our senior
executive officers. If our senior executive officers become unable or unwilling to participate in our business, our future business and financial performance could be materially affected. In addition, as our business grows in size and complexity we
must be able to continue to attract, develop and retain qualified personnel sufficient to allow us to adequately manage and grow our business. If we are unable to do so, our operating results could be negatively impacted. We cannot guarantee that we
will be able to attract and retain personnel as and when necessary in the future.

Many aspects of our manufacturing and distribution facilities are
customized for our business; as a result, the loss of one of these facilities would disrupt our operations.

Approximately 68% of our 2007 sales were
generated by products we manufactured at our manufacturing facility in Whately, Massachusetts and we rely primarily on our distribution facilities in South Deerfield, Massachusetts to distribute our products. Because most of our machinery is
designed or customized by us to manufacture our products, and because we have strict quality control standards for our products, the loss of our manufacturing facility, due to natural disaster or otherwise, would materially affect our operations.
Similarly, our distribution facilities rely upon customized machinery, systems and operations, the loss of which would materially affect our operations. Although our manufacturing and distribution facilities are adequately insured, we believe it
would take up to twelve months to resume operations at a level equivalent to current operations.

Seasonal, quarterly and other fluctuations in our
business, and general industry and market conditions, could affect the market for our results of operations.

Our sales and operating results vary from
quarter to quarter. We have historically realized higher sales and operating income in our fourth quarter, particularly in our retail business, which accounts for a larger portion of our sales. We believe that this has been due primarily to an
increase in giftware industry sales during the holiday season of the fourth quarter. In addition, in anticipation of increased holiday sales activity, we incur certain significant incremental expenses, including the hiring of a substantial number of
temporary employees to supplement our existing workforce. As a result of this seasonality, we believe that quarter to quarter comparisons of our operating results are not necessarily meaningful and that these comparisons cannot be relied upon as
indicators of future performance. In addition, we may also experience quarterly fluctuations in our sales and income depending on various factors, including, among other things, the number of new retail stores we open in a particular quarter,
changes in the ordering patterns of our wholesale customers during a particular quarter, pricing and promotional activities of our competitors, and the mix of products sold. Most of our operating expenses, such as rent expense, advertising and
promotional expense and employee wages and salaries, do not vary directly with sales and are difficult to adjust in the short term. As a result, if sales for a particular quarter are below our expectations, we might not be able to proportionately
reduce operating expenses for that quarter, and therefore a sales shortfall could have a disproportionate effect on our operating results for that quarter. Further, our comparable store sales from our retail business in a particular quarter could be
adversely affected by competition, the opening nearby of new retail stores or wholesale locations, economic or other general conditions or our inability to execute a particular business strategy. As a result of these factors, we may report in the
future sales, operating results or comparable store sales that do not match the expectations of analysts and investors. This could cause the price of the notes to decline.

Sustained interruptions in the supply of products from overseas may affect our operating results.

We source various
accessories and other products from East Asia. A sustained interruption of the operations of our suppliers, as a result of the impact of health epidemics, natural disasters such as the 2004 tsunami or other factors, could have an adverse effect on
our ability to receive timely shipments of certain of our products, which might in turn negatively impact our operating results.

Further increases in
oil prices will negatively impact our cost of goods sold and margins. Any shortages in refined oil supplies could impact our wax supply. Further increases in wax prices above the rate of inflation may also negatively impact our cost of goods sold
and margins.

In the past several years, including 2007 and year to date in 2008, significant increases in the price of crude oil have adversely
impacted our transportation and freight costs and have contributed to significant increases in the cost of various raw materials, including wax which is a petroleum-based product. This in turn negatively impacts our cost of goods sold and margins.
In addition, we believe that rising oil prices and corresponding increases in raw materials and transportation costs negatively impact not only our business but consumer sentiment and the economy at large. Continued weakness in consumer confidence
and the macroeconomic environment could negatively impact our sales and earnings.

In addition to the impact of increased wax prices, any shortages
in refined oil supplies may impact our wax supply. For example, in 2005, due to hurricanes in the Gulf Coast region and the closing and disruption of oil refineries located there, one of our primary wax suppliers placed us on allocation, whereby our
wax purchases were allocated at the rate of seventy percent of 2004 purchases. While we took steps to manage this issue and mitigate any impacts, in 2005 the wax allocation had a negative impact on our ability to fulfill customer orders and our
costs of production. While we are no longer on allocation, and experienced no supply issues in 2007, any future prolonged interruption or reduction in wax supplies could negatively impact our operations, sales and earnings.

Historically, the market price of wax has generally moved with inflation. However, in the past several years the price of wax has increased at a rate significantly above
the rate of inflation. Future significant increases in wax prices could have an adverse affect on our cost of goods sold and could lower our margins.

The loss or significant deterioration in the financial condition of a significant wholesale customer could negatively impact our sales and operating results.

A significant deterioration in the financial condition of one of our major customers, or the loss of such a customer, could have a material adverse effect on our sales, profitability and cash flow to the extent that
we are unable to offset any revenue losses with additional revenue from existing customers or by opening new accounts. We continually monitor and evaluate the credit status of our customers and attempt to adjust trade and credit terms as
appropriate. However, a bankruptcy filing by a key customer could have a material adverse effect on our business, results of operations and financial condition. In this regard, we note that on May 2, 2008 Linens N Things filed a petition
for reorganization under Chapter 11 of the U.S. Bankruptcy Code. At the time of that filing we had an outstanding receivable balance due from Linens N Things and are an unsecured creditor with respect to that receivable. As noted in Note 16 to
the condensed consolidated financial statements we have recorded a bad debt provision in the amount of $4.5 million during the quarter ended June 28, 2008 with respect to the pre-petition receivable due from Linens N Things. We believe
that this provision should be sufficient for all pre-petition receivables exposure. Future shipments to Linens during the course of the bankruptcy proceedings could, depending upon the outcome of those proceedings, result in further receivables
exposure. We are not able to predict the likely outcome of the bankruptcy proceedings or the impact to our business. Any significant loss of revenue from Linens as a result of these proceedings, if not offset in whole or in part by additional
revenue from existing customers or from new accounts, could materially adversely impact our operating results and financial condition. There are also various potential claims which may arise in connection with bankruptcy proceedings that, if filed
and adversely decided, could potentially negatively impact our operating results and financial condition.

Other factors may also cause our actual
results to differ materially from our estimates and projections.

In addition to the foregoing, there are other factors which may cause our actual
results to differ materially from our estimates and projections. Such factors include the following:



| |  |  | changes in levels of competition from our current competitors and potential new competition from both retail stores and alternative methods or channels of
distribution;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | loss of a significant vendor or prolonged disruption of product supply;
| | - |  | -----------------------------------------------------------------------



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| |  |  | the successful introduction of new products and technologies in our product categories, including the frequency of such introductions, the level of consumer
acceptance of new products and technologies, and their impact on demand for existing products and technologies;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of changes in pricing and profit margins associated with our sourced products or raw materials;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | changes in income tax laws or regulations, or in interpretations of existing income tax laws or regulations;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | changes in the general economic conditions in the United States including, but not limited to, consumer debt levels, financial market performance, interest rates,
consumer sentiment, inflation, commodity prices, unemployment and other factors that impact consumer confidence and spending;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adverse outcomes from significant litigation matters;
| | - |  | -----------------------------------------------------



| |  |  | the imposition of additional restrictions or regulations regarding the sale of products we offer;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | changes in our ability to attract, retain and develop highly-qualified employees or changes in the cost or availability of a sufficient labor force to manage and
support our operations;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in our ability to meet objectives with regard to business acquisitions or new business ventures;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | the occurrence of severe weather events prohibiting or discouraging consumers from traveling to retail or wholesale locations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | the disruption of global, national or regional transportation systems;
| | - |  | ----------------------------------------------------------------------



| |  |  | the occurrence of certain material events including natural disasters, acts of terrorism, the outbreak of war or other significant national or international events;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to react in a timely manner and maintain our critical business processes and information systems capabilities in a disaster recovery situation; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in our ability to manage our existing computer systems and technology infrastructures, and our ability to implement successfully new computer systems and
technology infrastructures.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

Not
Applicable



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

Not Applicable



|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------

Not
Applicable



|Item 5. | Other Information.
|------- | ------------------

Not Applicable



|Item 6. | Exhibits
|------- | --------



|     |  |                                                                                                                              
|---- |  | -----------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Craig W. Rydin Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, dated August 7, 2008   
|     | 
|31.2 |  | Certification of Bruce L. Hartman Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, dated August 7, 2008.
|     | 
|32.1 |  | Certification of Craig W. Rydin Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, dated August 7, 2008.  
|     | 
|32.2 |  | Certification of Bruce L. Hartman Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, dated August 7, 2008.



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                     |  |                      |  |                                                           
|-------------------- |  | -------------------- |  | ----------------------------------------------------------
|                     |  | YANKEE HOLDING CORP.
|                     |  |                     
|Date: August 7, 2008 |  | By:                  |  | /s/ Bruce L. Hartman                                      
|                     |  |                      |  | Bruce L. Hartman                                          
|                     |  |                      |  | Senior Vice President, Finance and Chief Financial Officer
|                     |  |                      |  | (Principal Financial Officer)                             



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